As filed with the Securities and Exchange Commission on February 20, 2018.
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
 
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
Or
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
Or
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Or
 
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ____________
For the transition period from N/A to N/A
Commission file number: 001-14930
HSBC Holdings plc
(Exact name of Registrant as specified in its charter)
N/A
 
United Kingdom
(Translation of Registrant’s name into English)
 
(Jurisdiction of incorporation or organisation)
8 Canada Square
London E14 5HQ
United Kingdom
(Address of principal executive offices)
Gavin A Francis
8 Canada Square
London E14 5HQ
United Kingdom
Tel +44 (0) 20 7991 8888
Fax +44 (0) 20 7992 4880
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
 
Name of each exchange on which registered
Ordinary Shares, nominal value US$0.50 each.
 
London Stock Exchange
 
 
Hong Kong Stock Exchange
 
 
Euronext Paris
 
 
Bermuda Stock Exchange
 
 
New York Stock Exchange*
American Depository Shares, each representing 5
Ordinary Shares of nominal value US$0.50 each.
 
New York Stock Exchange
6.20% Non-Cumulative Dollar Preference Shares, Series A
 
New York Stock Exchange*




American Depositary Shares evidenced by American Depositary receipts, each representing one-fortieth of a Share of 6.20% Non-Cumulative Dollar Preference Shares, Series A
 
New York Stock Exchange
5.10% Senior Unsecured Notes Due 2021
 
New York Stock Exchange
4.00% Senior Unsecured Notes Due 2022
 
New York Stock Exchange
4.875% Senior Unsecured Notes Due 2022
 
New York Stock Exchange
7.625% Subordinated Notes due 2032
 
New York Stock Exchange
7.35% Subordinated Notes due 2032
 
New York Stock Exchange
 
 
 
6.5% Subordinated Notes 2036
 
New York Stock Exchange
6.5% Subordinated Notes 2037
 
New York Stock Exchange
6.8% Subordinated Notes Due 2038
 
New York Stock Exchange
6.100% Senior Unsecured Notes due 2042
 
New York Stock Exchange
8.125% Perpetual Subordinated Capital Securities Exchangeable at the Issuer’s Option into Non-Cumulative Dollar Preference Shares
 
New York Stock Exchange
8.00% Perpetual Subordinated Capital Securities Exchangeable at the Issuer’s Option into Non-
Cumulative Dollar Preference Shares, Series 2
 
New York Stock Exchange
4.250% Subordinated Notes due 2024
 
New York Stock Exchange
5.250% Subordinated Notes due 2044
 
New York Stock Exchange
4.250% Subordinated Notes due 2025
 
New York Stock Exchange
3.400% Senior Unsecured Notes due 2021
 
New York Stock Exchange
4.300% Senior Unsecured Notes due 2026
 
New York Stock Exchange
Floating Rate Senior Unsecured Notes due 2021
 
New York Stock Exchange
2.950% Senior Unsecured Notes due 2021
 
New York Stock Exchange
3.600% Senior Unsecured Notes due 2023
 
New York Stock Exchange
3.900% Senior Unsecured Notes due 2026
 
New York Stock Exchange
Floating Rate Senior Unsecured Notes due 2021
 
New York Stock Exchange
2.650% Senior Unsecured Notes due 2022
 
New York Stock Exchange
Floating Rate Senior Unsecured Notes due 2022
 
New York Stock Exchange
4.375% Subordinated Notes due 2026
 
New York Stock Exchange
3.262% Fixed Rate/Floating Rate Senior Unsecured Notes due 2023
 
New York Stock Exchange
3.033% Fixed Rate/Floating Rate Senior Unsecured Notes due 2023
 
New York Stock Exchange
4.041% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028
 
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:      None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Securities Exchange Act of 1934:      None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Ordinary Shares, nominal value US$0.50 each 20,321,372,907
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ Yes ¨ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.      ¨ Yes þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
 
Accelerated filer
 
Non-accelerated filer
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
 
International Financial Reporting Standards as issued by the
International Accounting Standards Board þ
 
Other
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.
¨ Item 17 ¨ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes þ No
*
Not for trading, but only in connection with the registration of American Depositary Shares.
 
 
 
 




Connecting customers to opportunities
HSBC aims to be where the growth is, enabling business to thrive and economies to prosper, and ultimately helping people to fulfil their hopes and realise their ambitions.
Our cover image
Guangzhou is one of China’s largest and most dynamic cities. It is the capital of Guangdong Province and lies at the heart of China’s Pearl River Delta (PRD), one of the country’s fastest growing economic regions. The PRD in recent years has transformed from being the exporting factory floor of the world into a global leader in digital commerce and innovation. HSBC has had a presence in China for more than 150 years. China is an important part of the Group’s strategy and we have branches across the PRD. In December 2017 HSBC Qianhai Securities Limited, the first joint venture securities company in mainland China to be majority-owned by a foreign bank, opened for business in the PRD.
Inside front cover image
Dubai financial district.
Our photo competition winners
This report showcases five images taken by our employees around the world. The images were selected from more than 2,100 submissions to a Group-wide photography competition. Launched in June 2017, HSBC NOW Photo is an ongoing project that encourages employees to capture and share the diverse world around them with a camera.
None of the websites referred to in this Annual Report on Form 20-F for the year ended December 31, 2017 (the “Form 20-F”), including where a link is provided, nor any of the information contained on such websites is incorporated by reference in the Form 20-F.
Contents
Strategic Report
An overview of how we are structured, what we do and where, our strategic actions, the principal risks we face, and high-level performance information. The section is introduced by both the Group Chairman and the Group Chief Executive, and also explains the role of the Board.
This Strategic Report was approved by the Board on 20 February 2018.
Mark E Tucker
Group Chairman
2      Highlights
1a    Forward-looking statements and Certain defined terms
4      Group Chairman’s Statement
7      Group Chief Executive’s Review
10      Our strategy
12      Strategic actions
14      Financial overview
18      Global businesses
22      How we do business
28      Risk overview
30      Remuneration
Financial Review
Detailed reporting of our financial performance, at Group level as well as within our matrix structure. It also includes our full risk report and reporting on how we manage capital.
32      Financial summary
64      Global businesses and geographical regions
83     Other information
86     Regulation and supervision
93    Disclosures pursuant to section 13(r) of the Securities Exchange Act
95     Risk
162      Capital
Corporate Governance
Details of our Board of Directors and senior management, and our approach to corporate governance and remuneration.
166      Corporate Governance Report
167      Biographies of Directors and senior management
171      Board of Directors
172      Board committees
178      Internal control
179      Going concern
179      Share capital and other disclosures
183      Employees
186      Directors’ Remuneration Report
Financial Statements
Our financial statements and related notes and reports.
210      Report of the Independent Registered Public Accounting Firm to the Board of Directors and Shareholders of HSBC Holdings plc
211      Financial Statements
222      Notes on the Financial Statements
Other Information
Important information for our shareholders, including contact information. Like any industry and company, we have our set of abbreviations and terminology. Accordingly, we provide an explanation of the abbreviations used. A glossary of key terms is available online at www.hsbc.com/investor-relations.




298      Shareholder information
306      Glossary of accounting terms and US equivalents
307    2016 HSBC 20F reconciliations table
309      Abbreviations

Our values
Our values define who we are as an organisation and make us distinctive.
Dependable
We are dependable, standing firm for what is right and delivering on commitments.
Open
We are open to different ideas and cultures, and value diverse perspectives.
Connected
We are connected to our customers, communities, regulators and each other, caring about individuals and their progress.
As a reminder
Reporting currency
We use US dollars.
Adjusted measures
We supplement our IFRS figures with adjusted measures used by management internally. These measures are highlighted with the following symbol: < >
Ñ Further explanation may be found on page 32 .

HSBC Holdings plc
1


Cautionary statement regarding forward-looking statements
The Form 20-F 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’, ‘targets’, ‘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.




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; and other risks and uncertainties we identify in ‘top and emerging risks’ on pages 95 to 106 .
Certain defined terms
Unless the context requires otherwise, ‘HSBC Holdings’ means HSBC Holdings plc and ‘HSBC’, the ‘Group’, ‘we’, ‘us’ and ‘our’ refer to HSBC Holdings together with its subsidiaries. Within this document the Hong Kong Special Administrative Region of the People’s Republic of China is referred to as ‘Hong Kong’. When used in the terms ‘shareholders’ equity’ and ‘total shareholders’ equity’, ‘shareholders’ means holders of HSBC Holdings ordinary shares and those preference shares and capital securities issued by HSBC Holdings classified as equity. The abbreviations ‘$m’, ‘$bn’ and ‘$tn’ represent millions, billions (thousands of millions) and trillions of US dollars, respectively.
HSBC Holdings plc
1a
Highlights
Our international network, universal banking model and capital strength deliver long-term value for customers and shareholders.
Group
For year ended 31 Dec 2017
CHART-2D639ED10BD65BC6BCA.JPG
(2016: $7.1bn )
$17.2bn
CHART-621DBAEF41A1E49997D.JPG
(2016: $18.9bn )
$21.0bn
CHART-46560352F125D930532.JPG
(2016: $48.0bn )
$51.4bn




At 31 Dec 2017
A1ARASTRATEG_CHART-08872.JPG
(2016: $857 bn)
$871bn
CHART-19C190B4C169F21FCA8.JPG
(2016: 13.6%)
14.5 %
CHART-26001E8288C57538736.JPG
(2016: $2,375bn )
$2,522bn
Strategy execution
Delivered growth from our international network with a 6% increase in transaction banking product revenue and a 13% rise in revenue synergies between global businesses compared with 2016.
Achieved annualised run-rate savings of $6.1bn since our Investor Update in 2015, while continuing to invest in growth, and regulatory programmes and compliance; 2017 exit run-rate in line with 2014 cost base.
Exceeded our risk-weighted assets (‘RWAs’) reduction target; extracting a total of $338bn of RWAs from the business since the start of 2015.
Pivot to Asia generating returns and driving over 75% of Group reported and adjusted profit in 2017.
Delivered a return on equity of 5.9% in 2017, up from 0.8% in 2016.  We will continue to invest for growth and manage our capital efficiently to achieve our medium-term ROE target of >10%.
About HSBC
Around
38 million
customers bank with us.
We employ
229,000




people around the world*.
We have
200,000
shareholders in 131 countries and territories.
Today, HSBC has around
3,900
offices in 67 countries and territories worldwide.
*Full-time equivalent staff
2
HSBC Holdings plc
Our global businesses
Our operating model consists of four global businesses and a Corporate Centre, supported by HSBC Operations Services and Technology, and 11 global functions, including: risk, finance, financial crime risk, legal, marketing and human resources.
Retail Banking and Wealth Management (‘RBWM’)
Commercial Banking (‘CMB’)
Global Banking and Markets (‘GB&M’)
Global Private Banking (‘GPB’)
We help millions of people across the world to manage their finances, buy their homes, and save and invest for the future. Our Insurance and Asset Management businesses support all our global businesses in meeting their customers’ needs.
We support approximately 1.7 million business customers in 53 countries and territories with banking products and services to help them operate and grow. Our customers range from small enterprises focused primarily on their domestic markets, through to large companies operating globally.

We provide financial services and products to companies, governments and institutions. Our comprehensive range of products and solutions, across capital financing, advisory and transaction banking services, can be combined and customised to meet clients’ specific objectives.
We help high net worth individuals and their families to grow, manage and preserve their wealth.

Adjusted profit before tax < >
(2016: $5.2bn)
(2016: $5.9bn)
(2016: $5.5bn)
(2016: $0.3bn)
$6.5bn
$6.8bn
$5.8bn
$0.3bn
Adjusted risk-weighted assets < >
(31 Dec 2016: $114.7bn)
(31 Dec 2016: $286.9bn)
(31 Dec 2016: $307.7bn)
(31 Dec 2016: $15.7bn)
$121.5bn
$301.0bn
$299.3bn
$16.0bn
< > Our global businesses are presented on an adjusted basis, which is consistent with the way in which we assess the performance of our global businesses. 

Delivery against Group financial targets
Return on equity
5.9%
Adjusted jaws < >  
+1%
Dividends per ordinary share in respect of 2017
$0.51
Ñ For further details, see page 17 .

HSBC Holdings plc
3

Group Chairman’s Statement
With an international network covering 90% of global trade flows and a leading presence in the world’s fastest growing region, we are in a prime position to help our customers capitalise on broad-based global growth.
Our 2017 results demonstrate both the strength and the potential of the Group. A large increase in reported profit before tax reflected both a healthy business and the non-recurrence of significant items from 2016. All of our global businesses grew adjusted profits and our three main global businesses generated improved adjusted revenue.




Strong revenue growth more than covered the cost of business investment, and increased lending laid a foundation for future performance. Asia again contributed a substantial proportion of the Group’s profits, particularly in Commercial Banking and Retail Banking and Wealth Management. Together, this delivered an adjusted Group profit before tax of $21bn, up 11% on 2016.
This performance has enabled us to approve an unchanged fourth interim dividend of $0.21. This brings the total dividend for 2017 to $0.51, representing a total shareholder return of 24% for 2017.
Board changes
As I start my first full year as Group Chairman, I am very grateful to my predecessor, Douglas Flint, and to Stuart Gulliver for ensuring a smooth handover. They steered HSBC through challenging waters during and after the global financial crisis, and renewed HSBC’s reputation as one of the world’s strongest and safest international banks. They have passed on a strong legacy.
My first responsibility as Group Chairman was to appoint a successor to Stuart who would be capable of building on his achievements while further enhancing the qualities that make HSBC unique. With an exceptional record of managing a diverse range of international businesses and a deep understanding of HSBC’s heritage and culture, John Flint was clearly the outstanding candidate. The Board and I look forward to working closely with John and his management team.
2017 also saw other Board changes as we said goodbye to Rachel Lomax, Sam Laidlaw and Paul Walsh. All three provided valuable service and wise counsel to the Board and I thank them warmly for their advice and support. I am especially grateful to Rachel for her excellent work as the Senior Independent Director and to Sam for his thoughtful leadership of the Nomination Committee.
4
HSBC Holdings plc

The year ahead
The Board is focused on sustaining resilience by enhancing reputation and performance. We will further develop our strategy to deliver value to all of our stakeholders within a governance framework that provides stability, prudence and effective oversight.
We expect the world’s major economies to show reasonable growth in 2018, helped by relatively low unemployment, recovering consumer confidence and improving trade. Fears of a hard landing in China have receded, and markets across Asia look set for a strong year. The anticipated conclusion of large regional trade agreements in 2018, mostly involving Asian nations, also provides cause for optimism. With an international network covering 90% of global trade flows and a leading presence in the world’s fastest growing region, we are in a prime position to help our customers capitalise on this broad-based global growth.
While we are optimistic about the prospects for the global economy, rising international tensions, the threat of protectionism and a lack of inclusive growth all have the potential to disrupt economic activity. We continue to model and anticipate a wide range of scenarios as part of our day-to-day risk management, to cover unlikely but not impossible events. As a well-diversified business underpinned by historically stable revenue generation and significant capital strength, HSBC is well equipped to manage the risks and uncertainty inherent in today’s world.
HSBC Holdings plc
5


Transparency and disclosure
Last year, we published a range of environmental, social and governance (‘ESG’) metrics to enable investors and customers to assess our non-financial performance. The data we disclose will continue to evolve as we learn more about what our stakeholders find useful and improve our ability to collect the necessary information. We will publish our next ESG Update on our website in April 2018.
We are also making our first disclosure under the terms of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures. This can be found on page 27. As one of the world’s largest international banks, we take seriously our responsibility to help develop a voluntary, consistent and comparable system of climate-related financial disclosure. We intend to continue to expand and improve the quality and specificity of these disclosures, and to encourage all those who work with us to do the same.
Supporting our people
It is important not just to achieve good results, but to do so in a way that treats all of our stakeholders – employees, customers, regulators and shareholders – in a fair and transparent way. We are committed to holding ourselves to account in meeting that aim, and to being accountable to our stakeholders for our actions.
As part of this commitment, the Board and I are determined to ensure that HSBC remains a place where all our people have the opportunity to fulfil their potential in a nurturing environment that encourages the right behaviour. Our stakeholders expect honesty and integrity and we will continue to promote a culture in which people do the right thing.
My special thanks are due on behalf of the Board to each of the 229,000 people who work for HSBC around the world. In my short time as Group Chairman I have been enormously impressed by the effort, energies and ability of our people in each country I have visited. These results are a testament to their hard work and dedication.
Mark E Tucker
Group Chairman
20 February 2018

6
HSBC Holdings plc




Group Chief Executive’s Review
HSBC is simpler, stronger and more secure than it was in 2011, and better able to connect customers to opportunities in the world’s fastest growing regions.
2017 was an important year for HSBC. We completed the transformation programme that we started in 2015, maximising the benefits of our network and increasing our competitive advantages. By the end of the year we had exceeded our risk-weighted asset and cost-saving targets, rebuilt our Mexico business, delivered revenue growth from our international network in excess of global economic growth, and accelerated investment in our operations in Asia. We also opened new businesses and launched products that considerably strengthen the service that we offer our international clients.
These achievements, and the work that preceded them, were a critical factor in delivering a strong financial performance in 2017. The strength of our three main global businesses generated significant increases in both reported and adjusted Group profit before tax (‘PBT’), while reported PBT also benefited from the non-recurrence of a number of large significant items from 2016. Adjusted PBT and adjusted revenue were up in four out of five regions. We grew adjusted revenue faster than adjusted costs, and continued to increase our market share in strategic product areas.
Business performance
Retail Banking and Wealth Management had an excellent 2017, with strong adjusted revenue increases across a number of business lines. In Retail Banking, interest rate rises helped to grow revenue as our robust balance sheet and capital strength continued to attract deposits, particularly in Hong Kong. We continued to grow lending in our target markets, especially Hong Kong, the UK and Mexico. Wealth Management benefited from improving customer investment appetite, strong product sales across all categories and the impact of market movements on our life insurance manufacturing businesses.
Commercial Banking adjusted revenue grew well on the back of an outstanding performance in Global Liquidity and Cash Management. Higher lending volumes helped Credit and Lending overcome the impact of narrower spreads. Global Trade and Receivables Finance revenue stabilised after a difficult 2016 and we increased our share of major markets, including trade finance in Hong Kong and receivables finance in the UK. HSBC was voted market leader for trade finance in Euromoney’s annual trade finance survey in January 2018.
Global Banking and Markets grew adjusted revenue, driven particularly by strong growth in Global Liquidity and Cash Management, and Securities Services. Growth in the first three quarters of the year in Markets and Banking enabled both to withstand the effects of subdued market activity in the fourth quarter.
Global Private Banking adjusted revenue reflected the impact of historical repositioning, but was stable over the course of 2017. The business grew adjusted revenue by 10% in its target markets.
Our strong revenue generation meant that the Group achieved positive adjusted jaws in 2017. We accelerated investment to grow the business, particularly in Retail Banking and Wealth Management, which contributed to an increase in adjusted costs. Performance-related compensation also grew in line with profit before tax.
HSBC Holdings plc
7


Adjusted loan impairment charges were significantly lower than 2016, mainly due to improved conditions in the oil and gas industry in North America.
Our strong common equity tier one ratio of 14.5% included the effect of recent changes in US tax legislation, which reduced our capital position by 9 basis points. It also included the impact of our most recent $2bn share buy-back. In 2017, we returned a total of $3bn to shareholders through share buy-backs and paid more in dividends than any other European or American bank. We achieved this while maintaining one of the strongest capital ratios in the industry.
Strategic actions
The strength of our business is due in large part to the strategic actions that we first announced in June 2015. This programme concluded at the end of 2017 with eight out of ten actions completed on time and on target (see page 12 ).
HSBC is much more capital efficient and capable of producing stronger returns for investors as a consequence of these actions. Our cost-reduction programmes have enabled us to absorb the cost of growing the business and protecting HSBC from financial crime, while improving the efficiency and security of our processes.
Our previously underperforming Mexico business is increasingly profitable and well positioned for further growth. Whilst our US business remains a work in progress, it is a valuable source of business for other regions and continues to make important progress. We also completed the run-off of our legacy US consumer and mortgage lending portfolio, bringing an end to a difficult chapter in HSBC’s recent history.
Our international network is now much better able to connect customers to opportunities and delivering revenue growth above that of the global economy. 53% of client revenue now comes from international clients, up from 50% in 2015. Global Liquidity and Cash Management in particular is now a major component of the bank’s success, and Global Trade and Receivables Finance has extended its leadership of the global trade finance market.
The Group’s business mix is more oriented towards Asia, improving our ability to channel the economic and social changes taking place within the world’s fastest growing region. Asia contributes a larger proportion of the Group’s profits than in 2015, reflecting regional investment in growing our loan book, building our insurance and asset management businesses, and connecting customers to opportunities within the region.
We continued to expand our presence in mainland China with the launch of new retail banking products and increased lending in the Pearl River Delta. In December we launched HSBC Qianhai Securities, the first securities joint venture in mainland China to be




majority-owned by an international bank. This allows us to offer our clients increased access to China’s rapidly expanding capital markets and provides an unprecedented opportunity to establish and grow a securities business in mainland China with strong international standards. This underlines our status as the leading international bank in mainland China.
We won a number of significant new business mandates related to the China-led Belt and Road Initiative in 2017, and opened new China desks in Poland, Luxembourg, Thailand and Macau to capture further opportunities. We now have a total of 24 China desks aimed at supporting Chinese businesses with global outbound ambitions, 20 of which are along the ‘Belt and Road’ routes. In November we were named ‘Best Bank for Belt and Road’ at the FinanceAsia Achievement Awards 2017.
8
HSBC Holdings plc

Fighting financial crime
For the past five years, we have been weaving Global Standards into the fabric of HSBC. The investment that we have made in our financial crime risk management capabilities has considerably strengthened our ability to protect the integrity of the financial system. We have assembled a highly expert team which is helping to shape the debate about our industry’s role in the fight against financial crime. We have made great strides in building a compliance function fit for the many evolving challenges we face, and built partnerships to combat financial crime with regulatory and law enforcement authorities around the world. 
The expiration in December of the five-year deferred prosecution agreement that we entered into with the US Department of Justice in 2012 (‘AML DPA’) was an important milestone for HSBC. Nevertheless, exiting the AML DPA was a product rather than the focus of the essential work that we have done to transform our compliance capabilities and protect the financial system. This work will continue as we seek to ensure that the changes we have made are effective and sustainable. Combating financial crime is a never-ending exercise and will be a constant focus for the Group’s management.
Thank you
As I prepare to pass on the stewardship of HSBC to my successor, I am proud of our achievements of the last seven and a half years. After the most extensive transformation programme in HSBC’s 153 year history, HSBC is simpler, stronger and more secure than it was in 2011, and better able to connect customers to opportunities in the world’s fastest growing regions. We have also delivered excellent value to shareholders through a higher share price, $64.7bn in declared dividends and $5.5bn in share buy-backs, representing a total shareholder return of 70.3% from 2011 to the end of 2017.
I am pleased to be handing over to such a capable successor as John Flint, whose intimate knowledge of HSBC and its culture will be a considerable asset to the bank and its clients. I am grateful to my colleagues on the Group Management Board for their support since 2011, and to Douglas Flint and Mark Tucker for their backing.
Finally, my sincere thanks go to all of my HSBC colleagues around the world, past and present, whose hard work and commitment are the foundation of the bank’s success. It has been my privilege to work with them for the last 38 years.



Stuart Gulliver
Group Chief Executive
20 February 2018
HSBC Holdings plc
9


Our strategy
We have developed a long-term strategy that reflects our purpose and enables us to capture value from our international network.
Two-pronged long-term strategy
Develop our international network
To serve enterprises across geographies and facilitate international trade and capital flows, thereby helping our clients to grow their business.
Invest in wealth and retail businesses with local scale
To make the most of global social mobility, wealth creation and long-term demographic changes in our select retail banking and wealth management markets.
Value of the network and our strategy
Access to global growth opportunities
Our unparalleled network covers countries accounting for approximately 90% of global GDP, trade and capital flows. We have a leading presence in large and fast-growing economies.




Our network covers all of the world’s 30 largest trade corridors forecast for 2030. These top 30 corridors are expected to have a compound annual growth rate well in excess of GDP growth expectations from 2016 to 2030.
Lower risk profile and volatility from our geographically diversified universal banking model
We operate a balanced universal banking model across both wholesale and retail businesses and we are geographically diversified. This has resulted in a lower risk profile and lower earnings volatility compared to our global peers. Our business model has remained resilient through business cycles, and it helps ensure stable funding and liquidity.
Strong capital and funding base
CET1 ratio of 14.5 % supported by increased shareholders’ equity to meet new regulatory requirements since the end of 2010.
Four interconnected, global businesses share balance sheets and liquidity in addition to strong commercial links.
Stable shareholder returns
Industry leading dividend – approximately $65bn declared from 2011 to 2017 – as well as circa $5.5bn of share repurchases.
10
HSBC Holdings plc

Long-term trends
Our strategy positions us to capitalise on several long-term trends.
Increasing connectivity and global flows of trade, finance and data are key drivers of GDP growth.
A1ARASTRATEG_CHART-29768.JPG
Source: Global Insight’s Comparative World Overview.
Emerging market economies are expected to be twice the size of developed economies by 2050. A1ARASTRATEG_CHART-31248.JPG A1ARASTRATEG_CHART-32498.JPG
Source: United Nations Conference on Trade and Development.

The middle class is expected to grow by over two billion people from 2017 to 2030, driven by growth in Asia’s middle class.
A1ARASTRATEG_CHART-33679.JPG
Source: Global Economy and Development at Brookings, The Unprecedented Expansion of the Middle Class (2017).

Climate change is accelerating and global temperatures are trending significantly higher. Investment in renewable energy capacity will be needed to limit the global temperature increase to 2°C.




CHART-7B24DCCA4C56B12FC1C.JPG
 
Required by 2050 as per IEA 66% 2°C scenario
 
 
 
Current (2016)

Source: OECD, Investing in Climate, Investing in Growth (2017).

* The scenario assumes a 66% probability of keeping the mean global surface temperature rise throughout the 21st century to below 2°C above pre-industrialised levels.

Client examples
Trina Solar (‘Trina’): China, renewable energy
Exporter of solar panels globally. Trina’s aim is to bring China’s green energy solutions to countries along the Belt and Road Initiative route, and has thus stepped up its overseas investment, particularly in the ASEAN region. HSBC created a digital platform for Trina that gave its headquarters a transparent view of its ASEAN-region subsidiaries’ cash positions and set up a cash pool in Singapore to seamlessly connect Trina’s HSBC accounts globally.
Reckitt Benckiser (‘RB’): UK, consumer goods
Global consumer health and hygiene company. HSBC acted as financial adviser and lead financier to Reckitt Benckiser on its $18bn acquisition of Mead Johnson Nutrition Company, a leader in infant and children’s nutrition. This acquisition marked one of the largest UK into US transactions and considerably strengthened RB’s presence in developing markets, particularly China.
Zhejiang Geely: China, automotive
Leading automobile manufacturer. HSBC served as sole financial adviser for Zhejiang Geely on two interlinked China outbound investments, one in Malaysian carmaker Proton Holdings and the second in Lotus Advance Technologies, a subsidiary of Proton based in the UK. These transactions were enabled by collaboration between HSBC teams in mainland China, Hong Kong, Singapore, Malaysia and London.
Morgan McKinley: Ireland, professional services
Global recruitment agency with operations in Ireland, UK, EMEA and APAC. In 2017, Morgan McKinley expanded HSBC’s global mandate to include cross-border Global Trade and Receivables Finance (‘GTRF’) facilities and Global Liquidity and Cash Management (‘GLCM’) services in Canada and Japan. HSBC’s ‘one-team’ approach, not separated by product, was cited by the client as being a key driver in the decision to switch to HSBC.
HSBC Holdings plc
11

Strategic actions
We met eight out of ten targets from the strategic actions outlined in our Investor Update in June 2015.
Capturing value from our international network
In June 2015, we outlined a series of strategic actions to make the most of our competitive advantages and respond to a changing environment.
These actions focused on using our resources more efficiently and on investing for growth. Each action had targets defined to the end of 2017. The table opposite contains a summary of our progress with additional details provided below.
Resizing and simplifying our business
We passed several significant milestones in resizing and simplifying our business in 2017. Our management actions delivered a gross reduction of risk-weighted assets (‘RWAs’) by $338bn, exceeding our RWA reduction target from management initiatives by $60bn on an FX-adjusted basis.
Among our NAFTA region Investor Update targets, we did not reach our US profit before tax (‘PBT’) target of $2bn. However, we have taken steps forward in, for example, our US Retail Banking and Wealth Management (‘RBWM’) business, where we increased PBT, revenues and deposits, and migrated over one million customers to our impending new core banking platform. We also completed the wind-down of our US consumer and mortgage lending (‘CML’) run-off portfolio. In Mexico, our adjusted PBT reached $440m, surpassing our Investor Update target on a local currency basis. We also grew adjusted revenue in Mexico by 11% compared with 2016, supported by increased loan balances from market share gains.




We remain on course to complete the set-up of our UK ring-fenced bank (‘RFB’) ahead of the 1 January 2019 statutory deadline. In 2017, we received a restricted bank licence for the RFB and are working through an agreed mobilisation plan with the Prudential Regulatory Authority and Financial Conduct Authority to receive an unrestricted licence in 2018.
We successfully concluded our cost-saving programme and realised $6.1bn of annual run-rate savings, over $1bn more than our Investor Update target. The programme enabled 2017 exit run-rate adjusted costs to be kept flat compared with the 2014 cost base. The savings offset increased costs from areas such as regulatory programmes and compliance, and investments to help facilitate further business growth. For example, in RBWM, we expanded the use of biometrics globally with over 1.5 million customers using voice recognition, and with fingerprint technology launched in nine of our markets. For our corporate customers, we improved our key digital channels with significant improvements to HSBCnet and HSBC Connect. Our costs-to-achieve transformation concluded with approximately $7bn spent since the start of the programme.
Redeploying capital to grow our business
Our international network remains core to our strategy, and we achieved our Investor Update target of revenue growth above GDP. In 2017, we grew our revenue from transaction banking products by 6%, including double-digit percentage growth in GLCM and HSBC Security Services (‘HSS’). We grew GTRF market share in key markets, in particular Hong Kong and receivables finance in the UK. Cross-border revenues from our priority corridors grew 10%, with double-digit percentage growth in four of our five largest priority corridors including our China-US corridor. We were named ‘Top Global Trade Finance Bank’ by our clients in the Euromoney Trade Finance Survey 2018.
We delivered on our 2015 Investor Update commitment to prioritise and accelerate investments in Asia. In 2017, we grew our loan portfolio in the region by $53bn to $426bn. Our asset management and insurance businesses in Asia realised 17% and 8% growth in AUM and annualised new business premiums, respectively. In mainland China, we reached over 400,000 cards in circulation since launching credit cards at the end of 2016, and we grew our customer loans in the Pearl River Delta region by 23%. We launched HSBC Qianhai Securities, the first securities joint venture in mainland China to be majority-owned by an international bank.
Revenue tied to renminbi (‘RMB’) internationalisation in 2017 of $1.2bn did not meet our Investor Update target of $2.0bn to $2.5bn. This was largely due to a decrease in overall market volumes. However, we continue to be recognised as the leading bank for international RMB products and services. We ranked first in Bloomberg ’s offshore RMB bond underwriting league table in 2017 with 28% market share and first for the sixth year in a row in the Asiamoney Offshore RMB Poll 2017. We had the largest share, at 53%, of approved quota of RMB Qualified Foreign Institutional Investor (‘RQFII’) custodian business.
Selected awards and recognition
Euromoney Trade Finance Survey 2018
Top Global Trade Finance Bank
Euromoney Awards for Excellence 2017
World’s Best Bank
World’s Best Investment Bank in the Emerging Markets
Asia’s Best Bank
North America’s Best Bank for Transaction Services
Euromoney Cash Management Survey 2017
Best Global Cash Manager for Corporates
Best Global Cash Manager for Financial Institutions for all Transactions
Asiamoney New Silk Road Finance Awards 2017
Best Overall International Bank for Belt and Road Initiative
12
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HSBC Holdings plc
13





Financial overview
Reported results
Reported results
2017
$m

2016
$m

2015
$m

Net interest income
28,176

29,813

32,531

Net fee income
12,811

12,777

14,705

Net trading income
7,719

9,452

8,723

Other income
2,739

(4,076
)
3,841

Net operating income before loan impairment charges and other credit risk provisions (‘revenue’)
51,445

47,966

59,800

Loan impairment charges and other credit risk provisions
(1,769
)
(3,400
)
(3,721
)
Net operating income
49,676

44,566

56,079

Total operating expenses
(34,884
)
(39,808
)
(39,768
)
Operating profit
14,792

4,758

16,311

Share of profit in associates and joint ventures
2,375

2,354

2,556

Profit before tax
17,167

7,112

18,867

This table shows our reported results for the last three years, ended 31 December 2017, 2016 and 2015.
All commentary in this financial overview compares the 2017 results with 2016, unless otherwise stated.
Reported profit before tax
Reported profit before tax of $17.2bn was $10.1bn or 141% higher, mainly reflecting a net favourable movement of significant items of $8.5bn , which is described in more detail on page 32 . Excluding significant items and an adverse effect of foreign currency translation of $0.5bn , profit before tax increased by $2.1bn or 11% .
Reported revenue
Reported revenue of $51.4bn was $3.5bn or  7% higher, partly reflecting a net favourable movement in significant items of $2.0bn , which included:
in 2016, unfavourable fair value movements on our own debt designated at fair value reflecting changes in our own credit spread of $1.8bn , which are now reported in other comprehensive income, following our partial early adoption of IFRS 9 ‘Financial Instruments’ on 1 January 2017; and
favourable fair value movements in 2017 of $0.1bn on non-qualifying hedges, compared with adverse movements of $0.7bn in 2016.
Net favourable movements were partly offset by:
in 2016, a $0.7bn gain on the disposal of our membership interests in Visa Europe and Visa Inc. This compared with a $0.3bn gain on the disposal of our shares in Visa Inc. during 2017;
adverse debit value adjustments on derivative contracts in 2017 of $0.4bn , compared with minimal movements in 2016; and
in 2017, a $0.1bn provision related to customer redress programmes in the UK, and a $0.1bn charge arising from the opportunity to increase our investment in new businesses.
Significant items also included a loss of $1.7bn recognised in 2016 on the sale of operations in Brazil to Banco Bradesco S.A., which was completed on 1 July 2016. This loss was substantially offset by the reported revenue earned by the Brazil business during 2016 of $1.5bn.
Excluding significant items, and an adverse effect of foreign currency translation of $0.7bn , revenue increased by $2.2bn or 5% , reflecting growth in Retail Banking and Wealth Management (‘RBWM’), Commercial Banking (‘CMB’) and Global Banking and Markets (‘GB&M’).
Reported LICs
Reported loan impairment charges and other credit risk provisions (‘LICs’) of $1.8bn were $1.6bn lower, in part reflecting the effect of significant items, which comprised the LICs incurred by our operations in Brazil in 2016 of $0.7bn .
Excluding significant items and the adverse effect of foreign currency translation of $0.1bn , LICs decreased by $0.8bn or 32% . The reduction in LICs was primarily in CMB, RBWM and Corporate Centre.
Reported operating expenses
Reported operating expenses of $34.9bn were $4.9bn or  12% lower. This included a net decrease in significant items of $5.6bn , including:
a $3.2bn write-off of goodwill in our GPB business in Europe in 2016;
a net release of $0.4bn in settlements and provisions in connection with legal matters, compared with charges in 2016 of $0.7bn ;
operating expenses of $1.1bn in 1H16 incurred by the operations in Brazil that we sold; and
costs to achieve of $3.0bn , compared with $3.1bn in 2016.
Excluding significant items and a favourable effect of foreign currency translation of $0.3bn , operating expenses increased by $1.1bn . This increase mainly reflected increased investment in growth programmes, primarily in RBWM, where investments were partly funded by the proceeds from our disposal of Visa shares, and higher performance-related pay.
14
HSBC Holdings plc




Reported income from associates and joint ventures
Reported income from associates and joint ventures of $2.4bn increased by  $21m .
Dividends
On 20 February 2018, the Board announced a fourth interim dividend of $0.21 per ordinary share.

Adjusted performance
Our reported results are prepared in accordance with IFRSs as detailed in the Financial Statements on page 222 .
We present adjusted performance measures to align internal and external reporting, identify and quantify items management believes to be significant, and provide insight into how management assesses period-on-period performance. Adjusted performance measures are highlighted with the following symbol: < >
To derive adjusted performance, we adjust for:
the year-on-year effects of foreign currency translation differences; and
the effect of significant items that distort year-on-year comparisons and are excluded in order to improve understanding of the underlying trends in the business.
Ñ For reconciliations of our reported results to an adjusted basis, including lists of significant items, see page 66 .

Adjusted results < >
This table shows our adjusted results for 2017 and 2016. These are discussed in more detail on the following pages.
Adjusted results < >
2017
$m

2016
$m

(%)

Net operating income before loan impairment charges and other credit risk provisions (adjusted revenue)
51,524

49,290

5
 %
Loan impairment charges and other credit risk provisions
(1,769
)
(2,594
)
32
 %
Total operating expenses
(31,140
)
(30,084
)
(4
)%
Operating profit
18,615

16,612

12
 %
Share of profit in associates and joint ventures
2,375

2,322

2
 %
Profit before tax
20,990

18,934

11
 %
A1ARASTRATEG_CHART-30196.JPG
Adjusted profit before tax < >
On an adjusted basis, profit before tax of $21.0bn was $2.1bn or 11% higher. This was driven by higher revenue (up $2.2bn ), with growth in our three main global businesses, and a significant reduction in LICs (down $0.8bn ), notably as 2016 included charges relating to exposures to the oil and gas, and mining sectors. These movements were partly offset by higher operating expenses (up $1.1bn ), in part due to investment in growth initiatives. In 2017, we achieved positive adjusted jaws of 1.0% .
HSBC Holdings plc
15


Adjusted revenue < >
Adjusted revenue of $51.5bn was $2.2bn or 5% higher, as growth in our three main global businesses was partly offset by reductions in GPB and Corporate Centre.
In RBWM, revenue increased by $1.7bn or 9% , driven by growth in Retail Banking from current accounts, savings and deposits, reflecting balance growth and wider spreads primarily in Hong Kong, and also in the US and Mexico, partly offset by lower personal lending revenue. Revenue also increased in Wealth Management, mainly in insurance manufacturing driven by favourable market impacts compared with adverse market impacts in 2016, notably in Asia. In addition, investment distribution income increased, reflecting increased investor confidence in Hong Kong.
In CMB, revenue increased by $0.6bn or 5% , driven by growth in Global Liquidity and Cash Management (‘GLCM’), notably in Asia. This primarily reflected wider spreads and increased average deposit balances. Revenue in Credit and Lending (‘C&L’)




increased as we grew lending balances in key markets, while revenue in Global Trade and Receivables Finance (‘GTRF’) fell marginally, due to managed client exits in MENA despite balance sheet growth in Asia and the UK.
In GB&M, revenue increased by $0.4bn or 3% , mainly in GLCM and Securities Services. In Global Markets, revenue was marginally higher as growth in Equities, reflecting increased market share in Prime Financing, was partly offset by lower revenue in Fixed Income, Currencies and Commodities that reflected lower market volatility, as well as a net adverse movement on credit and funding valuations adjustments.
These increases were partly offset:
In GPB, revenue was $45m or 3% lower, reflecting the impact of our customer repositioning actions. This was partly offset by increased revenue in the markets that we have targeted for growth, notably Hong Kong, due to higher investment revenue reflecting increased client activity and growth in deposit revenue as we benefited from wider spreads.
In Corporate Centre, revenue decreased by $0.4bn , with reductions in the US run-off portfolio (down $0.7bn ), following the disposal of the remaining portfolio during 2017, and in Central Treasury (down $0.1bn ). These decreases were partly offset in other income (up $0.4 bn), which included revaluation gains on investment properties.
Movement in adjusted revenue compared with 2016 < >
 
2017
$m

2016
$m

Variance
$m

%

Retail Banking and Wealth Management
20,287

18,542

1,745

9
 %
Commercial Banking
13,223

12,619

604

5
 %
Global Banking and Markets
15,091

14,715

376

3
 %
Global Private Banking
1,703

1,748

(45
)
(3
)%
Corporate Centre
1,220

1,666

(446
)
(27
)%
Total
51,524

49,290

2,234

5
 %
Adjusted LICs < >
Adjusted LICs of $1.8bn were $0.8bn lower, reflecting reductions in:
CMB ( $0.5bn lower), notably in the UK and North America, primarily as 2016 included charges against exposures in the oil and gas sector. In addition, there were reductions in France, Spain and Singapore as we incurred individually assessed LICs against a small number of corporate exposures in 2016.
RBWM ( $0.2bn lower), primarily in Turkey and the US, reflecting improved credit quality, partly offset by increases in Mexico, notably from growth in unsecured lending which resulted in an associated increase in delinquency rates.
LICs in GB&M of $0.5bn were broadly unchanged from the prior year. LICs in the current year related to two large corporate exposures in Europe. This compared with a small number of individually assessed LICs, notably on exposures in the oil and gas, and mining sectors in the US in 2016.
Adjusted operating expenses < >
Adjusted operating expenses of $31.1bn were $1.1bn or 4% higher. This reflected investments in business growth programmes ($0.6bn), primarily in RBWM where investments were partly funded by the proceeds from the disposal of our shares in Visa, as well as an increase in performance-related pay (up $0.4bn ). Compared with 2016, our UK bank levy charge was broadly unchanged, at $916m. The impact of our cost-saving initiatives broadly offset inflation and continued investment in our regulatory programmes and compliance.
Our total investment in regulatory programmes and compliance was $3.0bn, up $0.2bn or 7%. This notably reflected the continued implementation of our Global Standards programme to enhance financial crime risk controls and capabilities.
The number of employees expressed in full-time equivalent staff at 31 December 2017 was 228,687, a decrease of 6,488 from 31 December 2016. This reflected reductions resulting from our transformation programmes and the completion of these programmes, partly offset by increases from our investments in Global Standards and in our business growth programmes.
Adjusted income from associates and joint ventures < >
Adjusted income from associates and joint ventures of $2.4bn increased by $0.1bn .
 
UK bank levy
 
Adjusted operating expenses (excluding bank levy)
A1ARASTRATEG_CHART-31764.JPG CHART-069B91C7706CE08406A.JPG
2016: $30.1bn     




2017: $31.1bn
16
HSBC Holdings plc

Balance sheet and capital
Balance sheet strength
Total reported assets were $ 2.5tn , 6% higher than at 31 December 2016 on a reported basis, and 1% higher on a constant currency basis. We have maintained the strength of our balance sheet, as we continued our targeted asset growth, notably in Asia.
Distributable reserves
The distributable reserves of HSBC Holdings at 31 December 2017 were $38bn, compared with $42bn at 31 December 2016. The decrease was driven by distributions to shareholders of $8.3bn, which were higher than profits generated of $5.5bn, as well as fair value losses net of tax due to movements in our own credit risk of $0.8bn.
Capital strength
We manage our capital in an effort to ensure we exceed current regulatory requirements and are well placed to meet those expected in the future. We monitor our position using capital ratios. These measure capital relative to a regulatory assessment of risks taken. We quantify how these risks relate to our businesses using RWAs.
Ñ Details of these risks are included on page 162 .
Our CET1 ratio at 31 December 2017 was 14.5% , up from 13.6% at 31 December 2016.
Implementation of IFRS 9
IFRS 9 ‘Financial Instruments’ was adopted on 1 January 2018. The adoption of IFRS 9 will reduce the Group’s net assets at 1 January 2018 by $1.0bn. We do not expect this to have a significant impact on our regulatory capital position.
Ñ Further explanation of the expected impact of the implementation of IFRS 9 is provided in Note 1 on the Financial Statements on page 222 .
Delivery against Group financial targets
A1ARASTRATEG_CHART-35331.JPG
Return on equity
Our medium-term target is to achieve a return on equity (‘RoE’) of more than 10%. In 2017, we achieved an RoE of 5.9% compared with 0.8% in 2016. In 2016, significant items, which included a write-off of goodwill in GPB in Europe, costs to achieve and adverse fair value movements arising from changes in credit spread on our own debt designated at fair value, had a significant effect on our reported RoE.
Adjusted jaws < >
Adjusted revenue up

 
5
%
Adjusted jaws

 
1
%
Adjusted costs up

 
4
%
 
Jaws measures the difference between the rates of change for revenue and costs. Positive jaws occurs when the figure for the annual percentage change in revenue is higher than, or less negative than, the corresponding rate for costs.
We calculate adjusted jaws using adjusted revenue and costs. Our target is to maintain positive adjusted jaws.
In 2017, adjusted revenue increased by 5% and our adjusted operating expenses increased by 4% . Adjusted jaws was therefore positive 1% .
Dividends




A1ARASTRATEG_CHART-38122.JPG
In the current uncertain environment, we plan to sustain the annual dividend in respect of the year at its current level for the foreseeable future. Growing our dividend will depend on the overall profitability of the Group, delivering further release of less efficiently deployed capital and meeting regulatory capital requirements in a timely manner. Actions to address these points were core elements of our Investor Update in June 2015.
HSBC Holdings plc
17

Global businesses
We manage our products and services globally through our global businesses.
The ‘Management view of adjusted revenue’ tables provide a breakdown of revenue by major products, and reflect the basis on which each business is assessed and managed.
Ñ The comparative period has been restated to reflect changes to reportable segments, as described on page 64 .
Commentary is on an adjusted basis, which is consistent with how we assess the performance of our global businesses. < >
Retail Banking and Wealth Management (‘RBWM’)
RBWM serves close to 37 million customers worldwide through four main businesses: Retail Banking, Wealth Management, Asset Management and Insurance. Our HSBC Premier and Advance propositions are aimed at mass affluent and emerging affluent customers who value international connectivity and benefit from our global reach and scale. For customers with simpler banking needs, RBWM offers a full range of products and services reflecting local requirements.
Key events
Significant investment in digital transformation across our six core markets, reshaping the branch network and sales force, and improving customer engagement, including the launch of a payment app in Hong Kong (PayMe) and voice biometrics in the UK.
Continued to attract customer deposits (up 5% ), providing the potential to benefit from future interest rate rises; lending balances increased by 7% .
Strong growth in sales of investment products, notably equities (up 45% ) and mutual funds (up 22% ), and growth in insurance annualised new business premiums (up 7% ), primarily in Asia.
Financial performance
Adjusted profit before tax of $6.5bn was $1.2bn or 24% higher, reflecting strong revenue growth from deposits and Wealth Management, as well as lower LICs, partly offset by higher operating expenses. We achieved positive adjusted jaws of 4.0% .
Adjusted revenue of $20.3bn was $1.7bn or 9% higher, reflecting:
Higher revenue in Retail Banking (up $0.8bn or 6% ):
Growth in revenue from current accounts, savings and deposits (up $1.1bn ) due to wider spreads and higher balances primarily in Hong Kong, and also in the US and Mexico.
This was partly offset by:
Lower personal lending revenue (down $0.3bn ), reflecting mortgage spread compression, primarily in Hong Kong, mainland China and the US. This was partly offset by lending growth of $22.2bn , notably driven by mortgages in the UK and Hong Kong, where we grew our market share.
Higher revenue in Wealth Management (up $0.9bn or 18% ):
Growth in life insurance manufacturing revenue (up $0.5bn ) including favourable movements in market impacts of $0.3bn in 2017 compared with adverse movements of $0.4bn in 2016, due to interest rate and equity market movements, notably in Asia and France, and to a lesser extent higher insurance sales in Asia.
Higher investment distribution revenue (up $0.4bn ), primarily from higher sales of mutual funds and retail securities in Hong Kong, reflecting increased investor confidence.
Adjusted LICs of $1.0bn were $0.2bn or 14% lower, reflecting reductions in Turkey of $85m and in the US of $44m , as credit quality improved. This was partly offset in Mexico where higher LICs ( $24m ) reflected targeted growth in unsecured lending and associated higher delinquency rates. In the UK LICs of $132m were marginally higher, but remained at very low levels ( 10 bps of the portfolio) as higher LICs relating to mortgages and unsecured lending were partly offset by a release from the sale of a loan portfolio.
Adjusted operating expenses of $12.8bn were $0.7bn or 5% higher, mainly due to investment in growth initiatives, notably in retail business banking, in our international proposition as we introduced new products and services, and in mainland China. Transformational and other cost savings partly offset inflation and higher performance-related pay.




 
 
 
 
 
2017 vs 2016
Management view of adjusted revenue < >
Footnotes
2017
$m

2016
$m

2015
$m

$m

%

Net operating income
3
 
 
 
 
 
Retail Banking
 
13,495

12,695

12,508

800

6
 %
– c urrent accounts, savings and deposits
 
6,344

5,213

4,814

1,131

22
 %
personal lending
 
7,151

7,482

7,694

(331
)
(4
)%
   mortgages
 
2,337

2,546

2,648

(209
)
(8
)%
   credit cards
 
2,899

3,034

3,218

(135
)
(4
)%
   other personal lending
4
1,915

1,902

1,828

13

1
 %
Wealth Management
 
6,224

5,292

5,748

932

18
 %
– investment distribution
5
3,276

2,904

3,230

372

13
 %
– life insurance manufacturing
 
1,893

1,401

1,544

492

35
 %
– asset management
 
1,055

987

974

68

7
 %
Other
6
568

555

582

13

2
 %
Year ended 31 Dec
 
20,287

18,542

18,838

1,745

9
 %
Adjusted RoRWA (%)
7
5.5

4.6

4.8

 
 
Ñ For footnotes, see page 85 .
CHART-1198F906B57C11B7D5DA04.JPG
Change in adjusted profit before tax
+24%
18
HSBC Holdings plc

Commercial Banking (‘CMB’)
CMB serves approximately 1.7 million customers in 53 countries and territories. Our customers range from small enterprises focused primarily on their domestic markets to corporates operating globally. We support customers with tailored financial products and services to allow them to operate efficiently and grow.
Services provided include working capital, term loans, payment services and international trade facilitation, as well as expertise in mergers and acquisitions, and access to financial markets.
Key events
Corporate customer value from our international subsidiary banking proposition grew 19% * compared with 2016, continuing to demonstrate the value of our global network.
In GLCM we launched a number of mobile solutions, including the government sponsored Unified Payments Interface in India, and Omni-Channel mobile collections in China. We also rolled out Voice and Touch ID in 37 markets and launched the next generation of HSBCnet.
HSBC was named the world’s Best Trade Finance Bank and Most Innovative Bank by Global Trade Review magazine. We also announced a strategic partnership with Tradeshift, the world’s largest business commerce platform, which will enable companies of all sizes to manage their global supply chains and working capital requirements from one simple online platform, from any device.
Financial performance
Adjusted profit before tax of $6.8bn was $0.9bn or 15% higher, reflecting higher revenue and lower LICs. This was partly offset by an increase in operating expenses. We achieved positive adjusted jaws of 1.3% .
Adjusted revenue of $13.2bn was $0.6bn or 5% higher, as strong growth in GLCM and increased revenue in C&L were partly offset by a reduction in GTRF revenue.
In GLCM, revenue increased by $536m or 13% , notably in Hong Kong and mainland China, reflecting wider spreads. Average balances grew 5%, reflecting customer deposit retention and new customer acquisitions. In the UK, average balance sheet growth of 10% was more than offset by narrower spreads due to the impact of the base rate reduction in 2016.
In C&L, revenue increased by $52m or 1% . In the UK, revenue increased as lending growth more than offset narrower spreads. By contrast, revenue in Asia was lower, as balance growth in Hong Kong was more than offset by the effects of spread compression in Hong Kong and mainland China, in part reflecting competitive pressures. Revenue in the US was lower, as we reposition the portfolio towards higher returns.
In GTRF, revenue was $21m or 1% lower, representing a stabilisation in performance following a challenging 2016. Notably, revenue increased in both Asia and the UK, reflecting balance sheet growth. However, this was more than offset by a reduction in revenue in the Middle East and North Africa (‘MENA’), reflecting the effect of managed customer exits in the UAE.




Adjusted LICs of $0.5bn were $0.5bn or 49% lower, notably in North America and the UK, primarily related to exposures in the oil and gas sector, and were also lower in France and Spain. In Asia, lower LICs in Singapore and mainland China were largely offset by higher LICs in Hong Kong, across various sectors.
Adjusted operating expenses were $0.2bn or 3% higher. This reflected our continued investment in Global Standards and digital capabilities, as well as inflation. This was partly offset by a reduction from our cost-saving initiatives.
Adjusted RWAs increased by 5% to $301bn reflecting growth in lending, mainly in Asia and Europe, in part funded through management initiatives which reduced RWAs by $14 bn.
 
 
 
 
 
2017 vs 2016
Management view of adjusted revenue < >
Footnotes
2017
$m

2016
$m

2015
$m

$m

%

Net operating income
3
 
 
 
 
 
Global Trade and Receivables Finance
 
1,817

1,838

2,039

(21
)
(1
)%
Credit and Lending
 
5,061

5,009

4,934

52

1
 %
Global Liquidity and Cash Management
 
4,783

4,247

4,077

536

13
 %
Markets products, Insurance and Investments and Other
8
1,562

1,525

1,457

37

2
 %
Year ended 31 Dec
 
13,223

12,619

12,507

604

5
 %
Adjusted RoRWA (%)
7
2.3

2.1

1.9

 
 
Ñ For footnotes, see page 85 .
CHART-40E8AD3DEA2ADE7637EA04.JPG
Change in adjusted profit before tax
+15%
*
Analysis relates to corporate client income which includes total income from GB&M synergy products, including Foreign Exchange and Debt Capital Markets. This measure differs from reported revenue in that it excludes Business Banking and Other and internal cost of funds.
HSBC Holdings plc
19


Global Banking and Markets (‘GB&M’)
GB&M serves approximately 4,100 clients in more than 50 countries and territories. It supports major government, corporate and institutional clients worldwide. Our product specialists continue to deliver a comprehensive range of transaction banking, financing, advisory, capital markets and risk management services.
Key events
The first foreign bank with a majority-owned securities joint venture in China, Qianhai Securities Limited, which will allow us to provide GB&M and CMB clients with a broad spectrum of investment banking and markets services in China.
Issued the world’s first corporate sustainable development bond.
Financial performance
Adjusted profit before tax of $5.8bn was $0.3bn or 5% higher, reflecting a strong revenue performance, partly offset by higher operating expenses, while achieving positive adjusted jaws of 1.3% .
Adjusted revenue of $15.1bn was $0.4bn or 3% higher, with growth in all of our businesses. The increase included a net adverse movement of $0.2bn on credit and funding valuation adjustments. Excluding these movements, adjusted revenue increased by $0.6bn or 4% . The increase in revenue primarily reflected the following:
Revenue growth in all of our transaction banking products, notably GLCM (up $0.3bn ) and Securities Services (up $0.2bn ). These increases reflected continued momentum as we won and retained client mandates, and benefited from higher interest rates, particularly in Asia and the US.
Global Markets revenue was resilient (up $33m ), despite lower volatility in 2017, compared with more robust trading conditions in 2016. In Equities revenue increased by $0.3bn , as we continued to capture market share from Prime Financing products. This was largely offset by Fixed Income, Currencies and Commodities, where revenue decreased by $0.2bn , reflecting subdued trading conditions.
Global Banking revenue was marginally higher than 2016 (up $16m ), reflecting growth in lending balances and continued momentum in investment banking products, which broadly offset the effects of tightening spreads on lending in Asia.
Adjusted LICs of $0.5bn were broadly unchanged from the prior year. LICs in 2017 related to two large corporate exposures in Europe, compared with 2016, which included a small number of individually assessed LICs, notably on exposures in the oil and gas, and mining sectors in the US.




Adjusted operating expenses increased by $0.1bn or 1% , reflecting higher performance-related pay, pension and severance costs. Our continued cost management and efficiency improvements, and saves from technology investments, broadly offset the effects of inflation.
We have exceeded the RWA reduction target set in our Investor Update in June 2015, with a cumulative reduction in RWAs from management initiatives of $128 bn. This includes a further RWA reduction of $32 bn in 2017. Our adjusted RoRWA improved to 1.9% from 1.7% in 2016.
 
 
 
 
 
2017 vs 2016
Management view of adjusted revenue < >
Footnotes
2017
$m

2016
$m

2015
$m

$m

%

Net operating income
3
 
 
 
 
 
Global Markets
 
6,689

6,656

6,010

33

 %
Foreign Exchange
 
2,568

2,764

2,658

(196
)
(7
)%
Rates
 
1,970

2,120

1,404

(150
)
(7
)%
Credit
 
900

781

606

119

15
 %
– FICC
 
5,438

5,665

4,668

(227
)
(4
)%
– Equities
 
1,251

991

1,342

260

26
 %
Global Banking
 
3,807

3,791

3,757

16

 %
Global Liquidity and Cash Management
 
2,197

1,885

1,744

312

17
 %
Securities Services
 
1,746

1,561

1,600

185

12
 %
Global Trade and Receivables Finance
 
700

689

682

11

2
 %
Principal Investments
 
318

226

226

92

41
 %
Credit and funding valuation adjustments
9
(262
)
(51
)
186

(211
)
(414
)%
Other
10
(104
)
(42
)
73

(62
)
(148
)%
Year ended 31 Dec
 
15,091

14,715

14,278

376

3
 %
Adjusted RoRWA (%)
7
1.9

1.7

1.5

 
 
Ñ For footnotes, see page 85 .
CHART-92A2FAA86BBB031EAFBA04.JPG
Change in adjusted profit before tax
+5%
20
HSBC Holdings plc

Global Private Banking (‘GPB’)
GPB serves high net worth individuals and families, including those with international banking needs.
We provide a full range of private banking services, including Investment Management, which includes advisory and brokerage services, and Private Wealth Solutions, which comprises trusts and estate planning, to protect and preserve wealth for future generations.
Key events
Net new money inflows of $15bn in key markets targeted for growth, especially in Hong Kong.
Significant progress made with repositioning, with outflows of over $15b n in 2017.
Positive momentum with significant growth in discretionary and advisory mandates in 2017.
Financial performance
Adjusted profit before tax of $296m was $24m or 9% higher as a reduction in operating expenses was partly offset by lower revenue. We achieved positive adjusted jaws of 3.2% .
Adjusted revenue of $1.7bn was $45m or 3% lower, reflecting the continued impact of client repositioning. Revenue from the markets that we have targeted for growth increased by 10% . This was mainly in Hong Kong, due to growth in investment revenue reflecting increased client activity, and higher deposit income from wider spreads.
Adjusted LICs of $16m in 2017 primarily related to a single client in the UK.
Adjusted operating expenses of $1.4bn were $85m or 6% lower, mainly as a result of a managed reduction in FTEs and the impact of our cost-saving initiatives.




 
 
 
 
 
2017 vs 2016
Management view of adjusted revenue < >
Footnotes
2017
$m

2016
$m

2015
$m

$m

%

Net operating income
3
 
 
 
 
 
Investment revenue
 
693

733

902

(40
)
(5
)%
Lending
 
387

411

411

(24
)
(6
)%
Deposit
 
401

342

354

59

17
 %
Other
 
222

262

299

(40
)
(15
)%
Year ended 31 Dec
 
1,703

1,748

1,966

(45
)
(3
)%
Adjusted RoRWA (%)
7
1.8

1.6

2.1

 
 
Ñ For footnotes, see page 85 .
CHART-83C59CB9F9B37ADD93DA04.JPG
Change in adjusted profit before tax
+9%
Corporate Centre
Corporate Centre comprises Central Treasury, including Balance Sheet Management (‘BSM’), our legacy businesses, interests in our associates and joint ventures, central stewardship costs and the UK bank levy.
Financial performance
Adjusted profit before tax of $1.7bn was $0.4bn or 17% lower, reflecting lower revenue and higher operating expenses, partly offset by a fall in LICs.
Adjusted revenue fell by $0.4bn or 27% , mainly due to a decrease of $0.7bn related to the US run-off portfolio with respect to the disposal of the remaining loan portfolio during 2017. In Central Treasury revenue also decreased (down $0.1bn ), due to:
higher interest on our debt (up $0.3 bn), mainly from higher costs of debt issued to meet regulatory requirements; and
a reduction in revenue in BSM (down $0.3 bn) reflecting lower yield rates and increased utilisation of the Group’s surplus liquidity by the global businesses; partly offset by:
favourable fair value movements relating to the economic hedging of interest and exchange rate risk on our long-term debt with long-term derivatives of $0.1 bn, compared with adverse movements of $0.3 bn in 2016.
Other income increased by $0.4 bn, which included revaluation gains on investment properties.
Net loan impairment releases of $182m compared with adjusted LICs of $22m in 2016. This reflected lower LICs in the US run-off portfolio, and higher net releases related to our legacy credit portfolio.
Adjusted operating expenses of $2.1bn were $0.2bn or 8% higher due to investment in regulatory programmes and compliance, partly offset by lower US run-off portfolio costs.
Adjusted income from associates rose by $55m or 2% .
 
 
 
 
 
2017 vs 2016
Management view of adjusted revenue < >
Footnotes
2017
$m

2016
$m

2015
$m

$m

%

Net operating income
3
 
 
 
 
 
Central Treasury
11
1,340

1,454

1,760

(114
)
(8
)%
Legacy portfolios
 
8

724

1,233

(716
)
(99
)%
– US run-off portfolio
 
40

692

1,165

(652
)
(94
)%
– Legacy credit
 
(32
)
32

68

(64
)
(200
)%
Other
12
(128
)
(512
)
(160
)
384

(75
)%
Year ended 31 Dec
 
1,220

1,666

2,833

(446
)
(27
)%
Ñ For footnotes, see page 85 .
HSBC Holdings plc
21






How we do business
Supporting sustainable growth
We conduct our business intent on supporting the sustained success of our customers, people and communities.
Customers
We aim to be the world’s leading international bank and strive for excellence.
Our customers are at the heart of everything we do and we are working to make life simpler, faster and better for them.
Understanding our customers
In this section we focus on our global business with the largest amount of customers. We also measure and report on customer data for Retail Banking and Wealth Management (‘RBWM’) and Commercial Banking in another eight markets within our Environmental, Social and Governance (‘ESG’) Update.
Taking responsibility for the service we provide
Operating with high standards of conduct is central to our long-term success and ability to serve customers, and we have clear policies, frameworks and governance in place to support our delivery of that commitment. These cover the way we behave, design products and services, train and incentivise employees, and interact with customers and each other. Our Conduct Framework guides activities to strengthen our business and increases our understanding of how the decisions we make affect customers and other stakeholders. Details on our Conduct Framework are available at www.hsbc.com and for further information on conduct, see pages 84 and 117 .
Senior leaders have ultimate responsibility for customer service standards and monitor these through key metrics aligned to performance objectives. These include:
How customers feel about recommending us; and
The speed and quality of complaint handling.
The targets for each of these metrics are carefully set and managed to instil the right behaviours among our employees.
Ñ For more information about what we have done, see our ESG reporting available on www.hsbc.com/our-approach/measuring-our-impact.
Our largest global business
RBWM
Supports approximately 37 million customers worldwide
Our largest markets
United Kingdom
More than $401bn in customer accounts
Hong Kong
More than $477bn in customer accounts

Customer recommendation*
RBWM
CHART-DC2B06EB1E744B3680B.JPG CHART-B16DCC48F50566A405E.JPG
*Percentage of customers providing an 8 or above score out of 10. In Hong Kong the survey methodology changed in 2017, with surveys migrated from telephone to online. This may affect the comparison with prior year figures.
Complaints resolution
Time taken to resolve complaints (excluding PPI complaints)
CHART-36634BAFE6AB776977D.JPG CHART-2575011DA454164111F.JPG
 
Same day or next working day
 
Between 2-5 days
 
Longer than 5 days
*2017 figures do not include First Direct UK complaint volumes, which were not available at time of publication. They are not expected to materially impact results.




22
HSBC Holdings plc

What customers are telling us
In 2017, our CMB and RBWM customers told us there were three main issues that we needed to focus on to improve their experience of our products and services:
What our customers are telling us
Our response
Accessibility
Customers in all of our channels have provided feedback on length of queues in branches, call waiting and handling time in our contact centres, the length of appointments with our relationship managers, and the complexity of logging on to our online and mobile banking.
Increased capacity in our contact centres.
Introduced new multi-channel appointment booking tools.
Added biometrics to make it easier for customers to authenticate themselves using their unique voice and digital fingerprint.
Complexity
Customers told us our processes and procedures are too complicated which affects the quality and length of time required to service our customers day-to-day.
Delivered training to 53,500 employees globally to use plain language in communicating with our customers.
For our commercial customers we have simplified options on their online platform, HSBCnet.
Fees and charges
Our industry can be complex, and our customers can find it difficult to understand when and why they will be charged for our services.
Introduced instantaneous text message notifications in Hong Kong to provide application status and account servicing updates. This has helped many customers to better manage their accounts and to avoid incurring charges.
A digital transformation
Our customers are becoming increasingly digitally oriented in their everyday lives. This means their expectations of us are changing.
Customers are now using branches less often. In the future, we will have fewer – but better – branches and our front-line employees will be using a greater range of technology to support all our customers’ needs.
HSBC Holdings plc
23

Our employees
Our employees are key to our success. We are focused on creating a diverse and inclusive environment where people can speak up, build their skills and develop their careers. We want our employees to feel that they can contribute to our purpose and fulfil their potential with our support.
Giving employees a voice
Since 2012, we have been hosting HSBC Exchange to give employees a voice. Exchanges are meetings with no agendas, where managers and leaders simply listen and employees do the talking. It’s an innovative approach that provides a forum for people to share their views on any issue and talk about what matters most to them.
Our monthly employee survey – Snapshot – tests the views of a representative sample of colleagues on topics such as our strategy, regulation, culture and customer experience. Results are presented to the Group Management Board and relevant executive committees of the global functions and businesses, regions and countries.
Whilst 77% of employees feel able to speak up when they see behaviour which they think is wrong and 72% believe that HSBC is genuine in its commitment to encourage colleagues to speak up, a smaller proportion of employees – 61% – say that where they work people can state their opinions without fear of negative consequence.
The insight from Snapshot surveys, Exchanges and other employee engagement initiatives, informs policy, process and strategy across the Group and helps leadership make decisions that take employees into account.
Creating a diverse and inclusive environment
We believe that a diverse and inclusive workforce is critical to running a sustainable and successful business. Our approach aims to increase and leverage diversity of thought to drive greater innovation, better manage risks, enhance collaboration and improve workforce agility.
Our commitment
We are committed to enabling a thriving environment where people are valued, respected and supported. We create business value by drawing on the richness of ideas, backgrounds, styles and perspectives of our employees.
Gender balance at senior leadership
We focus on improving gender balance in senior leadership across the Group. Our objective was for the female share of our senior leadership** to be more than 26.3% by the end of 2017, and we achieved 26.8%. This is a 1.4 percentage point increase on our 2016 year-end position and is an improvement to the trend year on year.
Employee networks
Our seven global employee networks play a key role in building community, highlighting opportunities and achieving our diversity and inclusion ambitions. The networks focus on gender, age, ethnicity, LGBT+, faith, working parents and carers, and ability. Additionally we have common interest groups sharing experiences and engaging with others both internally and externally.




CHART-3542335A22CC7EF8DC3.JPG
Employee retention
85.7%
(2016: 81.7%)
CHART-77A44DCC122AAEB9846.JPG
 
Male
 
Female
CHART-9E26B043D6EADFA0FD1.JPG
*Combined Executive Committee and direct reports was reported as at 30 June 2017 to the UK’s Hampton Alexander Review and includes the Executive Directors, Group Managing Directors and their direct reports (excluding administrative staff).
**Senior leadership refers to employees performing roles classified as 0, 1, 2 or 3 in our Global Career Band Structure.
Whistleblowing
We work hard to create an environment in which people feel able to speak up, but understand that employees may not always feel comfortable raising concerns through their regular escalation channels. There will also be some circumstances which require more discretion. We operate a global whistleblowing standard, HSBC Confidential, which allows individuals to report matters of concern confidentially. We also maintain an external email address for concerns about accounting and internal financial controls or auditing matters (accountingdisclosures@hsbc.com). The Group has a strict policy prohibiting retaliation against those who raise concerns. All allegations of retaliation reported are escalated to senior management.
24
HSBC Holdings plc




HSBC Confidential is overseen by our Conduct & Values Committee and Group Audit Committee. Investigations are carried out thoroughly and independently, drawing on the expertise of a variety of teams, including Regulatory Compliance, Human Resources, Legal, Financial Crime Risk, Information Security and Internal Audit.
1,585
Cases were raised during 2017 (2016: 1,102 cases). All cases are subject to investigation. In 30% of the closed cases in 2017 (2016: 34%), allegations were substantiated in whole or in part and appropriate remedial action taken.
Common themes:
Allegations of internal fraud by staff.
Issues with staff behaviour and personal conduct.
Weaknesses in adherence to information security protocols.
Other
HSBC’s purpose is to connect people with opportunities. With this purpose comes the responsibility to protect our customers, our communities and the integrity of the financial system.
Non-financial risks
We use a range of tools to monitor and manage our non-financial risks including our risk appetite, risk map, top and emerging risks and stress testing processes. In 2017, HSBC completed a multi-year Operational Risk Transformation Programme, the purpose of which was to make it easier to manage operational risk consistently in HSBC. This included the implementation of a new operational risk management framework (‘ORMF’) and system of record. The new ORMF provides an end-to-end view of non-financial risks, enhancing focus on associated controls and the capital we hold. It provides a platform to drive forward-looking risk awareness and assist management focus. Further details may be found in the Risk section on page 95 and page 117 .
Financial crime compliance
HSBC operates in many countries around the world. As part of financial crime risk management, we have built a strong financial crime compliance system with a global footprint, and have a dedicated Financial Crime Risk team. We have invested heavily in training and communication for all employees. Our risk appetite has been set formally. Further details may be found in the Risk section on page 95 .
Anti-bribery and corruption
As part of financial crime risk management, we have a global anti-bribery and corruption policy. The policy gives practical effect to global initiatives such as the Organisation of Economic Co-operation and Development (‘OECD’) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and Principle 10 of the United Nations Global Compact. We continue to invest in technology and training; in 2017 98% of our workforce was trained via a mandatory e-learning course ‘My Financial Crime Risk Responsibilities’.
Tax
Total: $6.8bn
CHART-66234184F030B519F50.JPG
We apply the letter and the spirit of the law in all territories where we operate. We have adopted the UK tax authority’s Code of Practice on Taxation for Banks . As a consequence, we pay our fair share of tax in the countries in which we operate. We continue to strengthen our processes to help ensure our banking services are not associated with any arrangements known or suspected to facilitate tax evasion. HSBC continues to apply global initiatives to improve tax transparency such as:
The US Foreign Account Tax Compliance Act (‘FATCA’);
The OECD Standard for Automatic Exchange of Financial Account Information (also known as the Common Reporting Standard);
The Capital Requirements Directive IV (‘CRD IV’) Country by Country Reporting; and
The OECD Base Erosion and Profit Shifting (‘BEPS’) initiative.
We do not expect BEPS or similar initiatives adopted by national governments to adversely impact HSBC’s results.
Human rights
Our statement on modern slavery can be found on www.hsbc.com/our-approach/measuring-our-impact. Our supplier code of




conduct takes into account legislation on modern slavery and human rights; over 4,000 of our largest suppliers have signed the code.
Supporting sustainable growth
In 2017 we launched our strategy to support sustainable growth, which focuses on three main areas: sustainable finance; sustainable networks and entrepreneurship; and future skills. Full details are available in our ESG Supplement released in November 2017. This year we contributed $136m to charitable programmes and our employees volunteered 272,000 hours to community activities during the working day. We continue our flagship environmental partnership, the HSBC Water Programme.

Ñ For more information about what we have done, see our ESG reporting available on www.hsbc.com/our-approach/measuring-our-impact.
HSBC Holdings plc
25


Sustainable finance
Each and every one of us has a stake in developing a sustainable economic system. It is the combined responsibility of all players in society to respond to climate change, rapid technological evolution and continuing globalisation to secure a prosperous future.
Since its foundation in 1865, HSBC has adapted to and helped serve the needs of a changing world. It has financed economic growth, fostered international trade and overcome events such as economic crises. We recognise that governments, corporations, the financial system and civil society are all stakeholders in mitigating the effects of climate change and meeting sustainability challenges.
Now more than ever, there is a need to develop the skills, business innovation and low-carbon solutions needed to secure long-term prosperity for all. For HSBC, these are the key elements of sustainable growth that HSBC can influence.
Our network covers many of the world’s largest and fastest growing trade corridors and economic zones. As such, we are uniquely positioned to provide the connections needed to foster sustainable growth across borders and geographies.
We have a proud record of supporting the communities and environments in which we operate and our global sustainability strategy builds on this legacy.
HSBC’s sustainable finance commitments
In our November Environmental, Social, Governance (‘ESG’) Update, we published our five sustainable finance commitments. In this section we summarise key aspects of each commitment we aim to fulfil.
Ñ For our full commitments see our ESG Supplement released in November 2017.
Provide $100bn of sustainable financing and investment by 2025
We provide $100bn of financing and investments, including facilitation, to develop clean energy, lower-carbon technologies, and projects that contribute to the delivery of the Paris Agreement and the UN Sustainable Development Goals.
$10.5bn
Volume of green, social, sustainability bonds facilitated by HSBC in 2017*
HSBC Asset Management launched three low-carbon funds in 2017.
*Source: Dealogic HSBC portion of notional value.
Source 100% of our electricity from renewable sources by 2030, with an interim target of 90% by 2025
We s ource 100% renewable electricity via direct investment or purchases via power purchase agreements that directly help the financing of new renewable electricity assets.
27%
of signed renewable power purchase agreements (2016: 23%).
Reduce our exposure to thermal coal and actively manage the transition path for other high-carbon sectors
To reduce our exposure, we expect to discontinue the financing of:
new thermal coal mines or new customers dependent on thermal coal mining; and
new coal-fired power plants in developed countries.
In addition we expect to:
routinely reinforce lending criteria in developing countries, taking into account the state of climate transition and access to alternative sources of energy in individual countries; and
actively engage with clients in high-carbon sectors to support and influence their transition strategies, review their approach to reduce greenhouse gas emissions and assess their exposure to potentially stranded assets.
Adopt the recommendations of the Task Force on Climate-related Financial Disclosures (‘TCFD’) to improve transparency
The Financial Stability Board (‘FSB’) established the Task Force on Climate-related Financial Disclosures in 2015 to develop recommendations for more effective and efficient climate-related disclosures. This year, HSBC is reporting qualitatively on the




governance, strategy and risk management components of the recommendations published in 2017. See our first TCFD disclosure on page 27 .
Lead and shape the debate around sustainable finance and investment
We aim to do this in two ways:
Establish a Centre of Sustainable Finance to provide thought leadership about climate change and the role of the financial services sector.
Drive the sustainable finance agenda by promoting the development of sector activities (such as industry-wide definitions, standards, tools and metrics) to improve market analysis of sustainability issues and impacts.
20
Number of Sustainability-focused industry forums of which HSBC is a member.
Ñ For more information about what we have done, see our ESG reporting available on www.hsbc.com/our-approach/measuring-our-impact.
26
HSBC Holdings plc

Task Force on Climate-related Financial Disclosures (‘TCFD’)

Initial response to the Financial Stability Board
Reducing global carbon dioxide emissions is a critical challenge for everyone. We recognise its importance and seek to be a leader in managing climate change risk while developing opportunities with – and for – our customers. We welcome the new disclosure recommendations from the FSB taskforce, which assist the understanding of climate-related risks, and we were a signatory to the June 2017 TCFD report. This represents our first disclosure under the framework. We recognise this will evolve and expand over time.
Governance
Sustainability is a key concern of the HSBC Group Management Board, with five presentations taking place during 2017.
HSBC’s 2016 Statement on Climate Change may be found on our website at www.hsbc.com/our-approach/measuring-our-impact. The site gives information on our approach to low/high carbon transition, managing our direct impact and partnerships.
Our Climate Business Council (‘CBC’), established in 2010, is an internal strategic committee whose role is to coordinate across the bank, identifying and developing products and services to meet customers’ sustainable finance needs. There is also a group-wide ESG steering group, chaired by the Group Finance Director, leading our approach to ESG issues, including external disclosure and materiality considerations.
Strategy
HSBC’s strategy is to connect customers to opportunities across a diversified range of products and services. This, along with our geographical presence in developing markets, gives us a unique opportunity to engage with our customers and support their transition strategies. HSBC has committed to directing $100bn of financing and investment to the low-carbon economy by 2025.
In order to facilitate the transition to the low-carbon economy for us and our clients, during 2017 we created a ‘Global Head of Sustainable Finance’ and an ‘HSBC Centre of Sustainable Finance’. Additionally, via training, we have expanded our in-house sustainability expertise to approximately 1,300 employees across the Group. We are committed to strengthening our role as a thought leader in the financial services industry.
During 2017, HSBC’s Global Research Climate Change Centre was ranked number one by Extel and HSBC was the second-ranked bookrunner by Dealogic for green, social and sustainability bonds. We will work with our customers in all our businesses to develop sustainable products and support innovation.
Risk Management
Climate risk, both physical and transition, is an increasing risk. During 2017 the Executive Risk Management Committee approved a framework for measuring transition risks across our loan portfolio. We have identified the higher transition risk sectors as oil and gas, metals and mining, power and utilities, automobiles, building and construction, and chemicals. We actively engage with clients in these sectors to support their transition strategies. We monitor and report our exposure internally, and will do so externally in 2018. Over time we expect a reduction in the carbon intensity of our portfolio.
Our Sustainability risk policies cover all our lending to sensitive sectors and we apply the Equator Principles to project finance. Details are available at www.hsbc.com/our-approach/measuring-our-impact. We also manage the physical risks to our global network relating to climate change by undertaking regular operational stress testing and contingency planning.
Next steps
The HSBC Centre of Sustainable Finance, Risk Management and Finance will work with external experts to develop climate-related scenario analysis and related disclosures.
HSBC Holdings plc
27


Risk overview
We actively manage risk to protect and enable the business.
Managing risk
HSBC has maintained a conservative and consistent approach to risk throughout its history, helping to ensure we protect customers’ funds, lend responsibly and support economies. By carefully aligning our risk appetite to our strategy, we aim to deliver sustainable long-term shareholder returns.




All employees are responsible for the management of risk, with the ultimate accountability residing with the Board. We have a strong risk culture, which is embedded through clear and consistent communication and appropriate training for all employees. A comprehensive risk management framework is applied throughout the Group, with governance and corresponding risk management tools. This framework is underpinned by our risk culture and reinforced by the HSBC Values.
Our Global Risk function oversees the framework and is led by the Group Chief Risk Officer, an executive Director. It is independent from the global businesses, including our sales and trading functions, to provide challenge, appropriate oversight and balance in risk/reward decisions.
HSBC’s risk appetite defines our desired forward-looking risk profile, and informs the strategic and financial planning process.
It is articulated in our risk appetite statement, which is approved by the Board. Key elements include:
risks that we accept as part of doing business, such as credit risk and market risk;
risks that we incur as part of doing business, such as operational risk, which are actively managed to remain below an acceptable tolerance; and
risks for which we have zero tolerance, such as knowingly engaging in activities where foreseeable reputational risk has not been considered.
Internal stress tests are an important element in our risk management and capital management frameworks. They include potential adverse macroeconomic, geopolitical and operational risk events, and other potential events that are specific to HSBC. The selection of scenarios reflects our top and emerging risks identification process and our risk appetite. Stress testing analysis helps management understand the nature and extent of vulnerabilities to which the bank is exposed.
We operate a comprehensive stress testing programme to help ensure the strength and resilience of HSBC, taking part in regulators’ as well as our own stress tests. In 2017, the results for HSBC as published by the Bank of England (‘BoE’) showed that our capital ratios, after taking account of CRD IV restrictions and strategic management actions, exceeded the BoE’s requirements. This outcome reflected our strong capital position, conservative risk appetite and diversified geographical and business mix. It also reflected our ongoing strategic actions, including the sale of operations in Brazil, ongoing RWA reduction initiatives and continued sales from our US CML run-off portfolio.
Key risk appetite metrics
Component
Measure
Risk appetite
2017

Returns
Return on average ordinary shareholders’ equity
≥10.0%
5.9
%
Capital
Common equity tier 1 ratio – CRD IV end point basis
≥11.5%
14.5
%
Loan impairment charges
Loan impairment charges as % of advances: RBWM
≤0.50%
0.37
%
Loan impairment charges as % of advances: wholesale (CMB, GB&M and GPB)
≤0.45%
0.27
%
Ñ Our risk management framework and risks associated with our banking and insurance manufacturing operations are described on pages 106 and 118 , respectively.
Top and emerging risks
Our top and emerging risks framework helps enable us to identify current and forward-looking risks so that we may take action to either prevent them materialising or limit their effect.
Top risks are those that may have a material impact on the financial results, reputation or business model of the Group in the year ahead. Emerging risks are those that have large unknown components and may form beyond a one-year horizon. If these risks occurred, they could have a material effect on HSBC.
During 2017, we made three changes to our top and emerging risks to reflect our assessment of their potential effect on HSBC. The thematic issue ‘Regulatory focus on conduct of business and financial crime’ was removed and ‘Financial crime risk environment’ was added to further emphasise the heightened focus on, and robust oversight, monitoring and active risk management of, financial crime risks. In addition, we removed the thematic issue ‘US DPA and Related Agreements and Consent Orders’ following the expiration in December 2017 of the AML DPA relating to past anti-money laundering and sanctions deficiencies.
In addition, three thematic issues were renamed to better reflect the challenges facing the Group. We use the new name in the table opposite, which summarises our top and emerging risks.
Ñ Our current top and emerging risks are summarised on the next page and discussed in more detail on page 95 .
Ñ Our approach to identifying and monitoring top and emerging risks is described on page 107 .
28
HSBC Holdings plc





 
Risk
Trend
Mitigants
 
Externally driven
 
 
 
Economic outlook and capital flows


^


We actively monitor our wholesale credit and trading portfolios, including undertaking stress tests, to identify sectors and clients that may come under stress due to economic conditions in the eurozone, mainland China and in the UK as negotiations to exit from the EU continue.
 
Geopolitical risk
^
We continually assess the impact of geopolitical events on our businesses and exposures, and take steps to mitigate them, where required, to help ensure we remain within our risk appetite. We have also strengthened physical security at our premises where the risk of terrorism is heightened.

l
The credit cycle
>
We continue to undertake detailed reviews of our portfolios and are proactively assessing customers and sectors likely to come under stress as a result of geopolitical or macroeconomic events, reducing limits where appropriate.

 
Cyber threat and unauthorised access to systems
^
We continue to strengthen our cyber control framework and implement initiatives to improve our resilience and cybersecurity capabilities, including threat detection and analysis, access control, payment systems controls, data protection and backup and recovery.


l
Regulatory, technological and sustainability developments including conduct, with adverse impact on business model and profitability
>


We proactively engage with regulators wherever possible to help ensure new regulatory requirements are effectively implemented, and work with them in relation to their investigations into historical activities. We also engage with non-governmental organisations to help ensure our policies address environmental concerns.

 
Financial crime risk environment
>
We continue to develop and enhance the Financial Crime Risk function and augment our risk management capabilities to further improve our financial crime detection and compliance capabilities. We will continue to take steps to enhance our defences against financial crime across our operations globally to help ensure our Global Standards are sustainable over the long term.

 
Internally driven
 
 
IT systems infrastructure and resilience
>
We continue to monitor and improve service resilience across our technology infrastructure, enhancing our problem diagnosis/resolution and change execution capabilities, reducing service disruption to our customers.


 
Impact of organisational change and regulatory demands on employees
>
We continue to focus on resourcing and employee development to meet regulatory changes as well as to maintain and enhance our leadership succession strength.


 
Execution risk
>
The Group Change Committee oversees the progress of the highest priority programmes, underpinning the implementation of our strategic actions to help ensure that we achieve a consistent on time, on budget and on quality delivery across these critical initiatives.


l
Risks arising from the receipt of services from third parties
>
We have strengthened essential governance processes and relevant policies relating to how we identify, assess, mitigate and manage risks across the range of third parties with which we do business. This includes control monitoring and assurance throughout the third-party lifecycle.


 
Enhanced model risk management expectations
>

We have strengthened our model risk management framework by establishing an independent second line of defence Model Risk Management sub-function, and we continue to enhance our existing policy and standards in order to address evolving regulatory, external and internal requirements.


 
Data management
^

We continue to improve our insights, consistency of data aggregation, reporting and decisions through ongoing enhancement of our data governance, data quality and architecture framework.


^
Risk heightened during 2017
>
Risk remained at the same level as 2016
Thematic risk renamed during 2017
HSBC Holdings plc
29

Remuneration
Our remuneration policy supports the achievement of our strategic objectives by balancing reward for short- and long-term sustainable performance.
Remuneration principles
The remuneration strategy for our employees is based on a series of key principles.
What we do
Focus on total compensation with a strong link between pay and performance
Judge not only what is achieved, but also how it is achieved, in line with the HSBC Values




Operate a thorough performance management and HSBC Values assessment process
Recognise and reward our employees for outstanding positive behaviour
Design our policy to align compensation with long-term stakeholder interests
Apply consequence management to strengthen the alignment between risk and reward

What we don’t do
Reward inappropriate or excessive risk taking or short-term performance at the expense of long-term company sustainability
Use only a formulaic approach to determine bonuses for our executives
Award discretionary bonuses to employees rated unacceptable against the HSBC Values and behaviours
Allow our employees to hedge against their unvested or retained awards
Offer employment contracts with a notice period of more than 12 months
Have pre-arranged individual severance agreements

Embedding our values in our remuneration framework
Instilling the right behaviours, and driving and encouraging actions that are aligned to organisational values and expectations, are essential. We therefore have a number of programmes to reinforce our values.
Pay
Outcomes
Positive adjustments
- Individuals who exhibit exceptional conduct and behaviours which go beyond the normal course of an employee’s responsibilities, and set an outstanding example of our Values-aligned behaviours and conduct expectations, are awarded positive variable pay adjustments during the year.
Global consequence management policy
- This provides a set of guidelines designed to align the handling of employee conduct breaches, and support line managers in delivering greater consistency of outcomes and messages.
- Ensures clear messaging to employees on the impact of any inappropriate conduct as part of reward communications.
Global recognition programme
- Introduced from July 2015 as the Group’s global peer-to-peer recognition programme, designed to incentivise compliance by allowing colleagues to recognise and reward positive behaviours.
- Includes communication of positive stories on our intranet (HSBC Now).

Performance management
- Employees set objectives, which connect business, team and individual goals, and are guided by expected behaviours aligned to our core values.
- All employees receive a behaviour rating based on their adherence to HSBC Values to ensure performance is judged not only on what is achieved, but also on how it is achieved.
- Employees and managers are encouraged to hold frequent conversations throughout the year, exploring alternative ways to stay connected outside the regular performance management cycle using a mix of informal and formal check-ins on a range of topics, including performance, development and well-being.

30
HSBC Holdings plc

How we set our variable pay pool
When deciding on the variable pay pool, the Remuneration Committee considers a number of factors, which are set out in the following table:
Performance and risk appetite statement
– Our variable pay pool takes into account our performance in the context of our risk appetite.

Countercyclical funding methodology
– To dampen effects of economic cycles, the variable pay pool’s size has a floor and a ceiling, and we also limit the payout ratio as performance increases to prevent the risk of inappropriate behaviour.

Distribution of profits
– Our funding methodology ensures that the distribution of post-tax profit between capital, shareholders and variable pay is appropriate, and that the majority of post-tax profit is allocated to capital and shareholders.


Commerciality and affordability
– We face challenges arising from being headquartered in the UK, which has more stringent reward practices. We take into account these challenges in determining the size of the variable pay pool to ensure we can continue to attract and retain talent in key markets.

Our variable pay pool is $3,303 m, an increase of 8.8% compared with 2016.
CHART-8C31C87BF95C5F40E79.JPG




Variable pay for our executive Directors
Variable pay for our executive Directors is driven by scorecard achievement. Targets in the scorecard are set according to our key performance indicators to ensure linkages between our strategy and remuneration policies and outcome.
Ñ See the Directors’ Remuneration Report on page 191 for further details.

Remuneration for our executive Directors
Our remuneration policy for executive Directors was approved in our 2016 Annual General Meeting (‘AGM’) and is intended to apply for three performance years until the AGM in 2019. Full details of our remuneration policy can be found online in our Directors’ Remuneration Policy Supplement 2017.
The table below shows the amount our executive Directors earned in 2017.
Ñ For details of Directors’ pay and performance for 2017, see the Directors’ Remuneration Report on page 186 .
(Audited)
(in £000)
Base salary

Fixed pay allowance

Cash in lieu of pension

Annual incentive

LTI 1

Sub-total

Taxable benefits

Non-taxable benefits

Notional returns

Total

Douglas Flint 2
2017
1,125


338



1,463

83

64


1,610

2016
1,500


450



1,950

100

86


2,136

Stuart Gulliver 3
2017
1,250

1,700

375

2,127


5,452

500

71

63

6,086

2016
1,250

1,700

375

1,695


5,020

557

71

27

5,675

Iain Mackay
2017
700

950

210

1,334


3,194

64

37

42

3,337

2016
700

950

210

987


2,847

52

37

17

2,953

Marc Moses
2017
700

950

210

1,358


3,218

16

38

42

3,314

2016
700

950

210

1,005


2,865

15

38

18

2,936

1.
The first LTI award was made in February 2017, with a performance period ending in 2019. Vesting of the first LTI award will be included in the single figure table for the financial year ending on 31 December 2019.
2.
Douglas Flint stepped down from the Board on 30 September 2017 and his remuneration reflects time served as an executive Director. Details on retirement arrangements are provided on page 196 .
3.
To meet regulatory deferral requirements for 2017, 60% of the annual incentive award of Stuart Gulliver has been deferred in shares and will vest in five equal instalments between the third and seventh anniversary of the grant date.
HSBC Holdings plc
31



 

Report of the Directors | Financial summary

Financial summary
 
Page
Use of non-GAAP financial measures
Critical accounting estimates and judgements
Consolidated income statement
Group performance by income and expense item
Net interest income
Net fee income
Net trading income
Net income/(expense) from financial instruments designated at fair value
Gains less losses from financial investments
Net insurance premium income
Other operating income
Net insurance claims and benefits paid and movement
in liabilities to policyholders
Loan impairment charges and other credit risk provisions
Operating expenses
Share of profit in associates and joint ventures
Tax expense
2016 compared with 2015
Consolidated balance sheet
Movement in 2017
Average balance sheet
Average balance sheet and net interest income
Analysis of changes in net interest income and net interest expense
Short-term borrowings
Contractual obligations
60
Loan maturity and interest sensitivity analysis
60
Deposits
61
Certificates of deposit and other time deposits
The management commentary included in the Strategic Report, the Report of the Directors: ‘Financial Review’, together with the ‘Employees’ and ‘Corporate sustainability’ sections of ‘Corporate Governance’ and the ‘Directors’ Remuneration Report’ is presented in compliance with the IFRSs Practice Statement ‘Management Commentary’ issued by the IASB.
Use of non-GAAP financial measures
Our reported results are prepared in accordance with IFRSs as detailed in the Financial Statements starting on page 211 .
To measure our performance we also use non-GAAP financial measures, including those derived from our reported results that eliminate factors that distort year-on-year comparisons. The ‘adjusted performance’ measure used throughout this report is described below, and where others are used they are described. All non-GAAP financial measures are reconciled to the closest reported financial measure.
The global business segmental results on pages 64 to 82 are presented on an adjusted basis in accordance with IFRS 8 ‘Operating Segments’ as detailed in ‘Basis of preparation’ on page  64 .
Adjusted performance
Adjusted performance is computed by adjusting reported results for the effects of foreign currency translation differences and significant items, which both distort year-on-year comparisons.
Foreign currency translation differences are described below. ‘Significant items’ refers collectively to the items that management and investors would ordinarily identify and consider separately to understand better the underlying trends in the business.
We consider adjusted performance provides useful information for investors by aligning internal and external reporting, identifying and quantifying items management believes to be significant and providing insight into how management assesses year-on-year performance.
 
Foreign currency translation differences
Foreign currency translation differences reflect the movements of the US dollar against most major currencies during 2017 . We exclude them to derive constant currency data, allowing us to assess balance sheet and income statement performance on a like-for-like basis and better understand the underlying trends in the business.
Foreign currency translation differences
Foreign currency translation differences for 2017 are computed by retranslating into US dollars for non-US dollar branches, subsidiaries, joint ventures and associates:
the income statements for 2016 and 2015 at the average rates of exchange for 2017; and
the balance sheets at 31 December 2016 and 31 December 2015 at the prevailing rates of exchange on 31 December 2017.
No adjustment has been made to the exchange rates used to translate foreign currency denominated assets and liabilities into the functional currencies of any HSBC branches, subsidiaries, joint ventures or associates. When reference is made to foreign currency translation differences in tables or commentaries, comparative data reported in the functional currencies of HSBC’s operations have been translated at the appropriate exchange rates applied in the current period on the basis described above.
Changes to presentation from 1 January 2017
Own credit spread
‘Own credit spread’ includes the fair value movements on our long-term debt attributable to credit spread where the net result of such movements will be zero upon maturity of the debt. This does not include fair value changes due to own credit risk in respect of trading liabilities or derivative liabilities. On 1 January 2017, HSBC adopted the requirements of IFRS 9 ‘Financial Instruments’ relating to the presentation of gains and losses on financial liabilities designated at fair value. As a result, the effects of changes in those liabilities’ credit risk is presented in other comprehensive income. These requirements were adopted in the separate financial statements of HSBC Holdings plc on 1 January 2016. Refer to ‘Compliance with International Financial Reporting Standards’ on page 222 for further detail.
Adjusted performance – foreign currency translation of significant items
The foreign currency translation differences related to significant items are presented as a separate component of significant items. This is considered a more meaningful presentation as it allows better comparison of year-on-year movements in performance.
Significant items
The tables on pages 67 to 69 and pages 78 to 80 detail the effects of significant items on each of our global business segments and geographical regions in 2017 , 2016 and 2015 .
Critical accounting estimates and judgements
The results of HSBC reflect the choice of accounting policies, assumptions and estimates that underlie the preparation of HSBC’s consolidated financial statements. The significant accounting policies, including the policies which include critical accounting estimates and judgements, are described in Note  1.2 on the Financial Statements. The accounting policies listed below are highlighted as they involve a high degree of uncertainty and have a material impact on the financial statements:
Impairment of loans and advances: For collective impairment allowances, estimation methods include the use of historical information supplemented by significant management judgement about whether current economic and credit conditions are such that actual incurred losses are likely to be greater or less than experienced in the past. For individually assessed loans, judgements are made about the financial condition of individual borrowers, which can involve a wide range of factors relating to their business and the value of any

32
HSBC Holdings plc


security. The exercise of judgement requires the use of assumptions that are highly subjective and sensitive, in particular to changes in economic and credit conditions across a large number of geographical areas. See Note 1.2(d) on page  226 .
Deferred tax assets: The most significant judgements relate to those made in respect of expected future profitability. See Note 1.2(h) on page 230 .
Valuation of financial instruments: In determining the fair value of financial instruments a variety of valuation techniques are used, some of which feature significant unobservable inputs and are subject to substantial uncertainty. See Note 1.2(c) on page 225 .
Impairment of interests in associates: Impairment testing involves significant judgement in determining the value in use, and in particular estimating the present values of cash flows expected to arise from continuing to hold the investment,
 
based on a number of management assumptions. See Note 1.2(a) on page 224 .
Goodwill impairment: A high degree of uncertainty is involved in estimating the future cash flows of the cash generating units (‘CGUs’) and the rates used to discount these cash flows. See Note 1.2(a) on page 224 .
Provisions: A high degree of judgement may be required due to the high degree of uncertainty associated with determining whether a present obligation exists, and estimating the probability and amount of any outflows that may arise. See Note 1.2(i) on page 230 .
Given the inherent uncertainties and the high level of subjectivity involved in the recognition or measurement of the items above, it is possible that the outcomes in the next financial year could differ from the expectations on which management’s estimates are based, resulting in the recognition and measurement of materially different amounts from those estimated by management in these Financial Statements.
Consolidated income statement
Summary consolidated income statement
 
2017

2016

2015

2014

2013

 
$m

$m

$m

$m

$m

Net interest income
28,176

29,813

32,531

34,705

35,539

Net fee income
12,811

12,777

14,705

15,957

16,434

Net trading income
7,719

9,452

8,723

6,760

8,690

Net income/(expense) from financial instruments designated at fair value
3,698

(2,666
)
1,532

2,473

768

Gains less losses from financial investments
1,150

1,385

2,068

1,335

2,012

Dividend income
106

95

123

311

322

Net insurance premium income
9,779

9,951

10,355

11,921

11,940

Other operating income/(expense)
337

(971
)
1,055

1,131

2,632

Total operating income
63,776

59,836

71,092

74,593

78,337

Net insurance claims and benefits paid and movement in liabilities to policyholders
(12,331
)
(11,870
)
(11,292
)
(13,345
)
(13,692
)
Net operating income before loan impairment charges and other
credit risk provisions
51,445

47,966

59,800

61,248

64,645

Loan impairment charges and other credit risk provisions
(1,769
)
(3,400
)
(3,721
)
(3,851
)
(5,849
)
Net operating income
49,676

44,566

56,079

57,397

58,796

Total operating expenses
(34,884
)
(39,808
)
(39,768
)
(41,249
)
(38,556
)
Operating profit
14,792

4,758

16,311

16,148

20,240

Share of profit in associates and joint ventures
2,375

2,354

2,556

2,532

2,325

Profit before tax
17,167

7,112

18,867

18,680

22,565

Tax expense
(5,288
)
(3,666
)
(3,771
)
(3,975
)
(4,765
)
Profit for the year
11,879

3,446

15,096

14,705

17,800

Attributable to:
 
 
 
 
 
– ordinary shareholders of the parent company
9,683

1,299

12,572

13,115

15,631

– preference shareholders of the parent company
90

90

90

90

90

– other equity holders
1,025

1,090

860

483

483

– non-controlling interests
1,081

967

1,574

1,017

1,596

Profit for the year
11,879

3,446

15,096

14,705

17,800

Five-year financial information
 
 
2017

2016

2015

2014

2013

 
Footnotes
$

$

$

$

$

Basic earnings per share
 
0.48

0.07

0.65

0.69

0.84

Diluted earnings per share
 
0.48

0.07

0.64

0.69

0.84

Dividends per ordinary share
13
0.51

0.51

0.50

0.49

0.48


 
%

%

%

%

%

Dividend payout ratio
14
106.3

728.6

76.5

71.0

57.1

Post-tax return on average total assets
 
0.5

0.1

0.6

0.5

0.7

Return on average risk-weighted assets
15
2.0

0.7

1.6

1.5

2.0

Return on average ordinary shareholders’ equity
 
5.9

0.8

7.2

7.3

9.2

Average foreign exchange translation rates to $:
 





$1: £
 
0.777

0.741

0.654

0.607

0.639

$1: €
 
0.887

0.904

0.902

0.754

0.753

For footnotes, see page 85 .
Unless stated otherwise, all tables in the Annual Report and Accounts 2017 are presented on a reported basis.
For a summary of our financial performance in 2017, see page 14 .
For further financial performance data for each global business and geographical region, see pages 64 to 75 and 76 to 82 , respectively.

HSBC Holdings plc
33


Report of the Directors | Financial summary

Group performance by income and expense item
Net interest income
 
 
2017

2016
2015
 
Footnotes
$m

$m

$m

Interest income
 
40,995

42,414

47,189

Interest expense
 
(12,819
)
(12,601
)
(14,658
)
Net interest income
 
28,176

29,813

32,531

Average interest-earning assets
 
1,726,120

1,723,702

1,726,949

 
 
%

%

%

Gross interest yield
16
2.37

2.46

2.73

Less: cost of funds
 
(0.88
)
(0.87
)
(1.00
)
Net interest spread
17
1.49

1.59

1.73

Net interest margin
18
1.63

1.73

1.88

For footnotes, see page 85 .
In July 2016, we completed the sale of operations in Brazil. During 2016, we earned net interest income of $0.9bn in Brazil from
 
average interest earning assets of $25.8bn. In 2016, our net interest margin excluding Brazil was 1.70%.
Summary of interest income by type of asset
 
 
2017
2016
2015
 
 
Average
balance

Interest
income

Yield
Average
balance

Interest
income

Yield
Average
balance

Interest
income

Yield
 
Footnotes
$m

$m

%
$m

$m

%
$m

$m

%
Short-term funds and loans and advances to banks
 
236,126

2,030

0.86
203,799

1,510

0.74
221,924

2,277

1.03
Loans and advances to customers
 
902,214

28,751

3.19
865,356

29,272

3.38
909,707

33,104

3.64
Reverse repurchase agreements – non-trading
 
173,760

2,191

1.26
168,207

1,227

0.73
162,308

1,301

0.80
Financial investments
 
389,807

7,440

1.91
430,775

7,248

1.68
396,113

7,508

1.90
Other interest-earning assets
 
24,213

583

2.41
55,565

3,157

5.68
36,897

2,999

8.13
Total interest-earning assets
 
1,726,120

40,995

2.37
1,723,702

42,414

2.46
1,726,949

47,189

2.73
Trading assets and financial assets designated at fair value
19, 20
186,673

4,245

2.27
179,780

3,897

2.17
195,285

4,626

2.37
Impairment allowances
 
(7,841
)



(9,127
)



(10,606
)



Non-interest-earning assets
 
616,688




653,115




682,143




Year ended 31 Dec
 
2,521,640

45,240

1.79
2,547,470

46,311

1.82
2,593,771

51,815

2.00
For footnotes, see page 85 .
Summary of interest expense by type of liability and equity
 
 
2017
2016
2015
 
 
Average
balance

Interest
expense

Cost
Average
balance

Interest
expense

Cost
Average
balance

Interest
expense

Cost
 
Footnotes
$m

$m

%
$m

$m

%
$m

$m

%
Deposits by banks
21
47,337

451

0.95
49,782

342

0.69
55,863

378

0.68
Financial liabilities designated at fair value – own debt issued
22
60,566

1,261

2.08
62,042

942

1.52
58,489

717

1.23
Customer accounts
23
1,094,920

5,405

0.49
1,074,661

5,492

0.51
1,075,901

7,401

0.69
Repurchase agreements – non-trading
 
136,561

1,665

1.22
118,789

626

0.53
117,947

355

0.30
Debt securities in issue
 
108,677

3,130

2.88
114,343

2,807

2.45
129,039

3,521

2.73
Other interest-bearing liabilities
 
7,009

907

12.94
22,387

2,392

10.68
28,396

2,286

8.05
Total interest-bearing liabilities
 
1,455,070

12,819

0.88
1,442,004

12,601

0.87
1,465,635

14,658

1.00
Trading liabilities and financial liabilities designated at fair value (excluding own debt issued)
 
153,776

2,325

1.51
138,486

1,986

1.43
151,294

2,071

1.37
Non-interest bearing current accounts
 
197,104



184,016



190,914



Total equity and other non-interest bearing liabilities
 
715,690



782,964



785,928



Year ended 31 Dec
 
2,521,640

15,144

0.60
2,547,470

14,587

0.57
2,593,771

16,729

0.64
For footnotes, see page 85 .

34
HSBC Holdings plc


Significant items and currency translation
 
2017

2016

 
$m

$m

Significant items
(108
)
1,110

– customer redress programmes
(108
)
2

– trading results from disposed-of operations in Brazil

949

– currency translation on significant items


159

Currency translation
 
524

Year ended 31 Dec
(108
)
1,634

Net interest income of $ 28.2bn decreased by $1.6bn or 5% compared with 2016, including the effects of significant items and foreign currency translation totalling $1.7bn. Excluding the effects of significant items and foreign currency translation, our net interest income remained broadly unchanged from 2016.
Net interest margin of 1.63 % was 10 basis points (‘bps’) lower than in 2016, including the effects of the significant items and foreign currency translation, which decreased net interest margin by 7bps in total. Excluding these factors, net interest margin decreased by 3bps, mainly reflecting the run-off of our US CML portfolio, pressures on asset yields, notably in Europe and Asia, and higher cost of Group debt. These were partly offset by higher yields on surplus liquidity due to US dollar and Hong Kong dollar rate rises.
Interest income
Interest income decreased by $1.4bn compared with 2016, including the adverse effects of the significant items and foreign currency translation totalling $3.7bn. Excluding these, interest income increased by $2.3bn mainly driven by higher income on surplus liquidity and reverse repurchase agreements.
Interest income on short-term funds and financial investments increased by $0.7bn compared with 2016, which included adverse effects of the disposal of our operations in Brazil and currency translation of $0.2bn. Excluding these, interest income on short-term funds and financial investments increased by $0.9bn, primarily in Asia and North America, reflecting the central bank rate rises. This was partly offset by a reduction in Europe, notably due to the base rate cut in the UK in 2016.
Interest income on reverse repurchase agreements – non-trading was $1.0bn higher, driven by increased income in all regions, notably in Asia and North America, reflecting higher balances and increased market rates. This movement is in line with an increase in interest expense on repurchase agreements.
Interest income on loans and advances to customers was marginally higher, excluding the adverse effects of the UK customer redress programme, our sale of operations in Brazil and foreign currency translation totalling $0.7bn, reflecting increases in:
Asia, mainly due to growth in term lending and mortgage balances, although term lending yields decreased as a result of competitive pressures; and
Latin America, notably in Mexico reflecting higher yields on mortgages and term lending driven by central bank rate rises, and growth in mortgage balances.
 
These increases were partly offset by lower income in:
North America, primarily as a result of the continuing run-off of the higher-yielding CML portfolio in the US; and
Europe, as the effects of decreased lending yields more than offset balance growth in mortgages, term lending and overdrafts, resulting from lower central bank rates, negative interest rates in continental Europe, and market competition.
Interest expense
Reported interest expense increased by $0.2bn, including the effects of the disposal of our operations in Brazil in 2016 and foreign currency translation totalling $2.0bn. Excluding these impacts, interest expense was $2.2bn higher, primarily due to increases in interest expense on repurchase agreements and Group debt.
Interest expense on repurchase agreements increased by $1.0bn, in line with the increase in interest income on reverse repurchase agreements, notably in North America reflecting increased balances and higher market rates, and in Europe reflecting increased balances.
Interest expense on debt securities in issue and own debt at fair value was $0.6bn higher. The increase reflected a rise in the cost of funds, although average balances fell as an increase in debt issued by HSBC Holdings to meet regulatory requirements was more than offset by redemptions of senior debt across the Group. The increase in the cost of debt reflected both longer maturities and the structural subordination of our new issuances.
Interest expense on customer accounts was $0.1bn higher, excluding the effects of our sale of operations in Brazil and foreign currency translation, reflecting average balance growth in most of our geographical regions. The net increase also reflects changes in interest rates in key markets, including:
rate rises in North America and Mexico; partly offset by,
the 2016 reduction in the UK base rate and negative interest rates in continental Europe on current and savings and deposit accounts; and
central bank rate reductions in Asia, notably in India and Australia, and a change in portfolio mix.

HSBC Holdings plc
35


Report of the Directors | Financial summary

Net fee income
 
2017

2016

2015

 
$m

$m

$m

Account services
2,244

2,417

2,745

Funds under management
2,188

2,076

2,570

Cards
1,994

1,970

2,281

Credit facilities
1,718

1,795

1,919

Broking income
1,191

1,060

1,441

Unit trusts
1,010

863

1,007

Underwriting
829

705

762

Remittances
759

766

772

Imports/exports
736

820

971

Global custody
692

662

721

Insurance agency commission
410

419

519

Other
2,082

2,116

2,308

Fee income
15,853

15,669

18,016

Less: fee expense
(3,042
)
(2,892
)
(3,311
)
Year ended 31 Dec
12,811

12,777

14,705

Significant items and currency translation
 
2017

2016

 
$m

$m

Significant items

271

– trading results from disposed-of operations in Brazil

233

– currency translation on significant items


38

Currency translation


111

Year ended 31 Dec

382

Net fee income of $12.8bn was broadly unchanged compared with 2016 and included the disposal of our operations in Brazil which reduced net fee income by $0.2bn , notably fee income from account services and cards. It also included the adverse effects of currency translation of $0.1bn .
Excluding the effects of our sale of operations in Brazil and currency translation, net fee income increased by $0.4bn , mainly due to higher fee income from broking and unit trusts in RBWM and higher fee income from corporate finance (disclosed within ‘Other’) and underwriting in GB&M.
Fee income from Broking and Unit trusts increased by $0.3bn , largely due to a strong performance in Hong Kong as renewed investor confidence resulted in higher sales of mutual funds and retail securities compared to a weaker performance in 2016.
 
Fee income from corporate finance and underwriting increased by $0.2bn , reflecting continued momentum across our investment banking products, primarily in the UK, the US and Hong Kong.
Fee income from funds under management rose by $0.1bn , notably in Hong Kong, reflecting higher turnover due to a more favourable equity market environment.
These increases were partly offset by lower fee income from credit facilities, primarily due to lower commercial lending activity in the US in CMB.
In addition, fee expense increased by $0.2bn , in part from cards due to increased customer activity in Hong Kong.
Net trading income
 
 
2017

2016

2015

 
Footnote
$m

$m

$m

Trading activities
 
5,990

8,702

7,285

Net interest income on trading activities
 
1,621

1,386

1,775

Gain/(loss) on termination of hedges
 
3

1

(11
)
Other trading income – hedge ineffectiveness
 






– on cash flow hedges
 
(5
)
(5
)
15

– on fair value hedges
 
4

23

(11
)
Fair value movement on non-qualifying hedges
24
106

(655
)
(330
)
Year ended 31 Dec
 
7,719

9,452

8,723

For footnotes, see page 85 .
Significant items and currency translation
 
 
2017

2016

 
Footnote
$m

$m

Significant items
 
(245
)
(475
)
– debit valuation adjustment on derivative contracts
 
(373
)
26

– fair value movement on non-qualifying hedges
24
128

(687
)
– trading results from disposed-of operations in Brazil
 

179

– currency translation on significant items
 


7

Currency translation
 


219

Year ended 31 Dec
 
(245
)
(256
)
For footnotes, see page 85 .

36
HSBC Holdings plc


Net trading income of $7.7bn was $1.7bn lower than in 2016. The net favourable effects of $0.2bn of significant items was largely offset by the adverse effect of currency translation of $0.2bn summarised in the prior table.
The decrease of $1.7bn, excluding the fair value movement on non-qualifying hedges, debit valuation adjustment on derivative contracts, the disposal of our operations in Brazil and currency translation, was primarily driven by:
adverse movements on assets held as economic hedges of foreign currency debt designated at fair value of $0.3bn in 2017 compared with favourable movements of $1.6bn in 2016. These
 
movements were offset by favourable movements in foreign currency debt designated at fair value in ‘Net income/(expense) from financial instruments designated at fair value’; and
decreases in GB&M ( $0.2bn ), notably in Foreign Exchange and Rates, reflecting subdued trading activity in the fourth quarter, partly offset by Credit and Equities, where we gained market share in Prime Financing. We also recorded adverse movements of $262m in credit and funding valuation adjustments compared with adverse movements of $51m in the prior year, primarily relating to movements in our own credit spread on structured liabilities.
Net income/(expense) from financial instruments designated at fair value


2017

2016

2015


Footnote
$m

$m

$m

Net income/(expense) arising from:







Financial assets held to meet liabilities under insurance and investment contracts

3,211

1,480

531

Liabilities to customers under investment contracts

(375
)
(218
)
34

HSBC’s long-term debt issued and related derivatives

672

(3,975
)
863

– change in own credit spread on long-term debt (significant item)
25

(1,792
)
1,002

– other changes in fair value

672

(2,183
)
(139
)
Other instruments designated at fair value and related derivatives

190

47

104

Year ended 31 Dec

3,698

(2,666
)
1,532

For footnotes, see page 85 .
The majority of our financial liabilities designated at fair value are fixed-rate, long-term debt issuances, and are managed in conjunction with interest rate swaps as part of our interest rate management strategy.
These liabilities are discussed further on page 266 .
 
In accordance with IFRS 9 ‘Financial Instruments’, fair value movements attributable to changes in our own credit spread on our own debt designated at fair value are now reported in other comprehensive income; by contrast, 2016 included adverse movements of $1.8bn in the fair value of our long-term debt reflecting changes in credit spread.
Significant items and currency translation
 
 
2017

2016

 
Footnote
$m

$m

Significant items
 

(1,477
)
– own credit spread
25

(1,792
)
– trading results from disposed-of operations in Brazil
 

304

– currency translation on significant items
 
 
11

Currency translation
 


(186
)
Year ended 31 Dec
 

(1,663
)
For footnotes, see page 85 .
Net income from financial instruments designated at fair value was $3.7bn in 2017, compared with a net expense of $2.7bn in 2016. This included a net favourable movement in significant items and currency translation of $1.7bn , primarily due to the effects of adverse fair value movements attributable to changes in our own credit spread on our own debt designated at fair value of $1.8bn in 2016, now reported in other comprehensive income, as mentioned above.
The remaining movement reflected an increase in ‘Other changes in fair value’ on our long-term debt and related derivatives, which included:
favourable movements of $0.3bn compared with adverse movements of $1.6bn in 2016 on foreign currency debt designated at fair value and issued as part of our overall funding strategy (offset in ‘Net trading income’ by assets held as economic hedges); and
 
favourable movements of $0.1bn compared with adverse movements of $0.3bn in 2016 relating to the economic hedging of interest and exchange rate risk on our long-term debt, reported in Corporate Centre.
In addition, net income from financial assets and liabilities from insurance and investment contracts increased by $1.6bn , primarily due to improved equity market performance in Asia and Europe in 2017.
Net income arising from financial assets held to meet liabilities under insurance and investment contracts results in a corresponding movement in liabilities to customers, reflecting the extent to which they participate in the investment performance of the associated asset portfolio. These offsetting movements are recorded in ‘Net income/(expense) arising from liabilities to customers under investment contracts’ and ‘Net insurance claims and benefits paid and movement in liabilities to policyholders’.

HSBC Holdings plc
37


Report of the Directors | Financial summary

Gains less losses from financial investments

2017

2016

2015


$m

$m

$m

Net gains from disposal
1,248

1,421

2,179

– debt securities
403

357

345

– equity securities
838

1,058

1,829

– other financial investments
7

6

5

Impairment of available-for-sale equity securities
(98
)
(36
)
(111
)
Year ended 31 Dec
1,150

1,385

2,068

Significant items and currency translation

2017

2016


$m

$m

Significant items
434

648

– gain on disposal of our membership interest in Visa – Europe

584

– gain on disposal of our membership interest in Visa – US
308

116

– gain on disposal of our investment in Vietnam Technological and Commercial Joint Stock Bank
126


– trading results from disposed-of operations in Brazil

1

– currency translation on significant items


(53
)
Currency translation


70

Year ended 31 Dec
434

718

Gains less losses from financial investments of $1.2bn decreased by $0.2bn compared with 2016. This was largely due to a decrease in gains on the disposal of equity securities $0.2bn , notably the non-recurrence of the gain on disposal of our membership interest in Visa Europe of $0.6bn in 2016. This was partly offset by higher gains on disposal resulting from the sale of our shares in Visa Inc. of $0.3bn , compared with $0.1bn in 2016. We also recorded gains on disposal of our investment in Vietnam Technological and Commercial Joint Stock Bank (‘Techcombank’) of $0.1bn in 2017.
 
In addition, the decrease in gains less losses from financial investments included higher impairments of AFS equity securities in GB&M.
These decreases were partly offset by gains on disposal of debt securities, which included higher gains on disposal of AFS assets in BSM in Corporate Centre, notably in the UK and Hong Kong.
Net insurance premium income
 
2017

2016

2015

 
$m

$m

$m

Gross insurance premium income
10,802

10,588

11,012

Reinsurance premiums
(1,023
)
(637
)
(657
)
Year ended 31 Dec
9,779

9,951

10,355

Significant items and currency translation
 
2017

2016

 
$m

$m

Significant items

420

– trading results from disposed-of operations in Brazil

362

– currency translation on significant items
 
58

Currency translation
 
(33
)
Year ended 31 Dec

387

Net insurance premium income was $0.2bn lower than in 2016, and included reductions due to the disposal of our operations in Brazil ( $0.4bn ) and minimal currency translation movements.
Excluding these, net insurance premium income increased by $0.2bn due to the following:
growth in Hong Kong driven by increased gross premium income, partly offset by the effect of a new reinsurance agreement;
 
an increase in France, driven by higher volumes of unit-linked products.
This was partly offset by:
lower sales through third-party channels in Singapore.

38
HSBC Holdings plc


Other operating income
 
2017

2016

2015

 
$m

$m

$m

Rent received
171

157

171

Gains/(losses) recognised on assets held for sale
214

(1,949
)
(244
)
Gains on investment properties
48

4

61

Gain on disposal of property, plant and equipment, intangible assets and non-financial investments
46

35

53

Change in present value of in-force long-term insurance business
24

902

799

Other
(166
)
(120
)
215

Year ended 31 Dec
337

(971
)
1,055

Change in present value of in-force long-term insurance business
 
2017

2016

2015

 
$m

$m

$m

Value of new business
919

900

809

Expected return
(599
)
(532
)
(552
)
Assumption changes and experience variances
(280
)
513

504

Other adjustments
(16
)
21

38

Year ended 31 Dec
24

902

799

Significant items and currency translation
 
2017

2016

 
$m

$m

Significant items
(160
)
(1,928
)
– portfolio disposals
(158
)
(163
)
– gain/(loss) and trading results from disposed-of operations in Brazil
19

(1,763
)
– investment in new businesses
(99
)

– other acquisitions, disposals and dilutions
78


– currency translation on significant items


(2
)
Currency translation


(14
)
Year ended 31 Dec
(160
)
(1,942
)
Other operating income was $0.3bn in 2017, compared with a net expense of $1.0bn in 2016. This was primarily due to net losses recognised on assets held for sale in 2016, most notably a loss of $1.8bn from the disposal of our operations in Brazil. This compared with gains of $0.2bn on assets held for sale in 2017, which included a gain on the sale of our holding in VocaLink in the UK, and a gain on the sale of our operations in Lebanon.
This increase was partly offset by lower favourable movements of $0.9bn in the present value of in-force (‘PVIF’) long-term insurance business, of which $0.8bn related to ‘Assumption changes and experience variances’ (for further details, please see Note  20 on the Financial Statements). This reflected:
 
adverse movements in Hong Kong of $0.4bn, reflecting the future sharing of investment returns with policyholders; and
adverse movements in Hong Kong and Singapore of $0.4bn, reflecting adjustments offsetting the impact of regulatory-driven changes in the valuation of liabilities (the corresponding movement is recorded in ‘Net insurance claims and benefits paid and movement in liabilities to policyholders’).
These adverse movements were partly offset by favourable movements in France, due to market-driven changes in interest rate assumptions.
Net insurance claims and benefits paid and movement in liabilities to policyholders
 
2017

2016

2015

 
$m

$m

$m

Gross
13,208

12,508

11,872

Less reinsurers’ share
(877
)
(638
)
(580
)
Year ended 31 Dec
12,331

11,870

11,292

Significant items and currency translation
 
2017

2016

 
$m

$m

Significant items

627

– trading results from disposed-of operations in Brazil

538

– currency translation on significant items


89

Currency translation


(89
)
Year ended 31 Dec

538


HSBC Holdings plc
39


Report of the Directors | Financial summary

Net insurance claims and benefits paid and movement in liabilities to policyholders were $0.5bn higher compared with 2016, and included reductions due to the disposal of our operations in Brazil ( $0.5bn ).
This increase was primarily due to improved returns on financial assets supporting contracts where the policyholder shares the investment risk, reflecting improved equity market performance in Hong Kong and France compared with 2016.
In addition, movements in liabilities to policyholders were higher due to increased premium income.
 
These increases were partly offset by the impact of regulatory-driven changes in the valuation of liabilities in Hong Kong and Singapore (the corresponding movement is recorded in ‘Assumption changes and experience variances’ in PVIF).
The gains or losses recognised on the financial assets designated at fair value that are held to support these insurance contract liabilities are reported in ‘Net income/(expense) from financial instruments designated at fair value’ on page  37 .
Loan impairment charges and other credit risk provisions
 
2017

2016

2015

 
$m

$m

$m

New allowances net of allowance releases
2,636

3,977

4,400

Recoveries of amounts previously written off
(644
)
(627
)
(808
)
Loan impairment charges
1,992

3,350

3,592

– individually assessed allowances
1,114

1,831

1,505

– collectively assessed allowances
878

1,519

2,087

Releases of impairment on available-for-sale debt securities
(190
)
(63
)
(17
)
Other credit risk provisions
(33
)
113

146

Year ended 31 Dec
1,769

3,400

3,721

Impairment charges on loans and advances to customers as a percentage of average gross loans and advances to customers
0.22%

0.39%

0.39%

Significant items and currency translation
 
2017

2016

 
$m

$m

Significant items

867

– trading results from disposed-of operations in Brazil

748

– currency translation on significant items


119

Currency translation


(61
)
Year ended 31 Dec

806

Loan impairment charges and other credit risk provisions (‘LICs’) of $1.8bn were $1.6bn or 48% lower compared with 2016. This reduction included the favourable effects of the disposal of our operations in Brazil ( $0.9bn ) in July 2016, which was partly offset by the impact of adverse foreign currency translation. Excluding these factors, LICs decreased by $0.8bn or 32% , driven by lower LICs in our CMB and RBWM businesses.
Individually assessed LICs of $1.1bn were $0.7bn or  39% lower compared with 2016. This included a reduction of $0.2bn following our sale of operations in Brazil.
The remaining variance arose:
In CMB (down $0.5bn ), notably in North America primarily against exposures in the oil and gas sector, as well as reductions in France, Spain and Singapore, as 2016 included a small number of specific charges in relation to corporate exposures. This was partly offset by higher individually assessed LICs in Hong Kong relating to a small number of customers across various sectors.
In GB&M, individually assessed LICs were broadly unchanged, with LICs in 2017 primarily related to two large corporate exposures in Europe, partly offset by a net release of allowances in the US. In 2016, individually assessed LICs included charges in the US against exposures in the oil and gas sector, as well as a single mining-related corporate client.
Collectively assessed LICs of $0.9bn were $0.6bn or 42% lower compared with 2016. This included a reduction of $0.6bn following the sale of operations in Brazil and the adverse effects of foreign currency translation of $48m .
 
The remaining variance arose:
In Corporate Centre (down $0.1bn ), driven by the run-off of the CML portfolio in the US.
In RBWM (down $0.1bn ), notably in Turkey reflecting improved credit quality and lower lending balances, and in the US and Hong Kong from improvements in credit quality. These decreases were partly offset by increased collective allowances in Mexico, reflecting growth in unsecured lending balances and an increase in delinquencies. In addition, we increased collective allowances in the UK against our mortgages and cards exposures, in part offset by a release following the sale of a portfolio of loans. LICs in the UK remain at low levels, representing approximately 10bps of the overall portfolio.
This was partly offset:
In GB&M (up $0.1bn ), notably in the UK, as 2016 included net releases of collective allowances.
In CMB (up $38m ), notably in Hong Kong in part due to asset growth and an increase in historical loss rates, partly offset by lower charges in the UK relating to reduced exposures in the oil and gas sector.
In 2017, we recorded higher net releases of impairment allowances against available-for-sale debt securities ( $0.2bn ). These were primarily related to asset-backed securities in our legacy credit portfolio in Corporate Centre and reflected an improvement in collateral values.
A net release of other credit risk provisions of $33m in 2017 largely related to oil and gas sector exposures in the US and the construction sector in Canada. This compared with a net charge in the prior year in these markets, also related to the oil and gas sector.

40
HSBC Holdings plc


Operating expenses
In addition to detailing operating expense items by category, as set out in the table below, we also categorise operating expenses as follows:
‘Run-the-bank’ costs comprise business-as-usual running costs that keep operations functioning at the required quality and standard year on year, maintain IT infrastructure and support revenue growth. Run-the-bank costs are split between front office and back office, reflecting the way the Group is organised into four global businesses (‘front office’) supported by global functions (‘back office’).
‘Change-the-bank’ costs comprise expenses relating to the implementation of mandatory regulatory changes and other investment costs incurred relating to projects to change business-as-usual activity to enhance future operating capabilities.
‘Costs to achieve’ comprise those specific costs relating to the achievement of the strategic actions set out in the Investor Update in June 2015. They comprise costs incurred between 1 July 2015 and 31 December 2017, and do not include ongoing initiatives such as Global Standards. Any costs arising within this category have been incurred as part of a significant transformation programme. Costs to achieve are included within significant items and incorporate restructuring costs that were identified as a separate significant item prior to 1 July 2015.
Operating expenses
 
2017

2016

2015

 
$m

$m

$m

By expense category
 
 
 
Employee compensation and benefits
17,315

18,089

19,900

Premises and equipment (excluding depreciation and impairment)
3,530

3,758

3,830

General and administrative expenses
12,177

12,715

13,832

Administrative expenses
33,022

34,562

37,562

Depreciation and impairment of property, plant and equipment
1,166

1,229

1,269

Amortisation and impairment of intangible assets
696

777

937

Goodwill impairment

3,240


Year ended 31 Dec
34,884

39,808

39,768

 
2017

2016

 
$m

$m

By expense group
 
 
Run-the-bank – front office
14,254

13,240

Run-the-bank – back office
12,974

13,003

Change-the-bank
2,996

2,919

Bank levy
916

922

Significant items
3,744

9,393

Currency translation


331

Year ended 31 Dec
34,884

39,808

Staff numbers (full-time equivalents)
 
2017

2016

2015

Global businesses
 
 
 
Retail Banking and Wealth Management
129,402

124,810

145,868

Commercial Banking
44,871

44,712

48,651

Global Banking and Markets
45,725

46,659

47,894

Global Private Banking
7,250

8,054

8,513

Corporate Centre
1,439

10,940

4,277

At 31 Dec
228,687

235,175

255,203

Reported operating expenses of $34.9bn were $4.9bn lower than in 2016. This reflected a reduction in significant items of $5.6bn which included:
a $3.2bn write-off of the goodwill in our GPB business in Europe in 2016 (please see Note 20 on the Financial Statements for further details);
a net release of $0.4bn in settlements and provisions in connection with legal matters, compared with charges in 2016 of $0.7bn ;
 
the operating expenses incurred by our Brazil business of $1.1bn in 2016; and
costs to achieve of $3.0bn , compared with $3.1bn in 2016.
The reduction in reported operating expenses also included the favourable effects of currency translation of $0.3bn .

HSBC Holdings plc
41


Report of the Directors | Financial summary

Significant items and currency translation
 
2017

2016

 
$m

$m

Significant items
3,744

9,393

– costs associated with portfolio disposals
53

28

– costs associated with the UK’s exit from the EU
28


– costs to achieve
3,002

3,118

– costs to establish UK ring-fenced bank
392

223

– customer redress programmes
655

559

– gain on partial settlement of pension obligation
(188
)

– impairment of GPB – Europe goodwill

3,240

– regulatory provisions in GPB
164

344

– settlements and provisions in connection with legal matters
(362
)
681

– trading results from disposed-of operations in Brazil

1,059

– currency translation on significant items
 
141

Currency translation


331

Year ended 31 Dec
3,744

9,724

Excluding the significant items and currency translation tabulated above, operating expenses of $31.1bn were $1.1bn higher than in 2016. This increase reflected investments in business growth programmes (up $0.6bn), primarily in RBWM, where investments were partly funded by the proceeds from our disposal of Visa Inc. shares, as well as higher performance-related pay (up $0.4bn ). The impact of our cost-saving initiatives more than offset inflation and continued investment in regulatory programmes and compliance.
Our total investment in regulatory programmes and compliance was $3.0bn, up $0.2bn or 7% compared with 2016. This reflected the continued implementation of our Global Standards programme to enhance our financial crime risk controls and capabilities.
In 2017, we realised $2.1bn of cost savings, and achieved annualised run-rate savings of $6.1bn since our Investor Update in June 2015. We have completed our ‘costs to achieve’ transformation programme, incurring a total cost of $7.0bn since 2015, and continue to realise the benefits of our cost-saving initiatives:
 
In global businesses, savings of $0.6bn reflected the impact of our branch optimisation programme enabled by our digital initiatives as well as transformation of online and mobile banking for corporates.
In Operations and Technology, savings of $1.1bn reflected migrations to lower cost locations, automation, the simplification of our IT structure and the implementation of target operating models.
In our back office functions, savings of $0.4bn were realised as a result of the re-engineering and simplification of processes and the implementation of global operating models.
The number of employees expressed in FTEs at 31 December 2017 was 228,687, a decrease of 6,488 since 31 December 2016. This included a 18,601 reduction realised across global businesses and global functions from our transformation programme, partly offset by investment in Global Standards of 3,016 FTEs and an increase of 9,097 FTEs, in part attributable to investment for growth.
Share of profit in associates and joint ventures

2017
2016
2015

$m
$m
$m
Share of profit in associates
2,349
2,326
2,518
– Bank of Communications Co., Limited
1,863
1,892
2,011
– The Saudi British Bank
422
415
462
– other
64
19
45
Share of profit in joint ventures
26
28
38
Year ended 31 Dec
2,375
2,354
2,556
Our share of profit in associates and joint ventures was $2.4bn , an increase of $21m or 1% compared with 2016 and including the adverse effects of currency translation of $33m .
Excluding the effects of currency translation, our share of profit in associates and joint ventures increased by $53m , compared with 2016. This mainly comprised gains from the sale of investments held by Business Growth Fund, a joint venture with other UK banks to support small- and medium-sized enterprises (‘SMEs’) in the UK.
Our share of profit in our largest associate, BoCom, was $1.9bn . This was broadly unchanged from 2016 after excluding the effects of currency translation. At 31 December 2017, we performed an impairment review of our investment in BoCom and concluded that it was not impaired, based on our value in use calculation (see Note 17 on the Financial Statements for further details).
 
In future periods, the value in use may increase or decrease depending on the effect of changes to model inputs. It is expected that the carrying amount will increase in 2018 due to retained profits earned by BoCom. At the point where the carrying amount exceeds the value in use, HSBC will determine whether an impairment exists. If so, we would continue to recognise its share of BoCom’s profit or loss, but the carrying amount would be reduced to equal the value in use, with a corresponding reduction in income, unless the market value has increased to a level above the carrying amount.

42
HSBC Holdings plc


Tax expense
 
2017

2016

2015

 
$m

$m

$m

Profit before tax
17,167

7,112

18,867

Tax expense
(5,288
)
(3,666
)
(3,771
)
Profit after tax for the year ended 31 Dec
11,879

3,446

15,096

Effective tax rate
30.80%

51.55%

19.99%

The effective tax rate for 2017 of 30.8% includes a charge of $1.3bn due to the remeasurement of US deferred tax balances to reflect the reduction in the US federal tax rate from 35% to 21% from 2018. This charge increased the 2017 effective tax rate by 7.5%. The effective tax rate in 2017 was lower than the 51.6% in
2016 as 2016 included the unfavourable impact of a non-deductible goodwill write-down and loss on disposal of operations in Brazil. Further detail is provided in Note 7 on the Financial Statements.
2016 compared with 2015
Net interest income
In 2016, we earned reported net interest income of $0.9bn in Brazil (2015: $2.1bn) from average interest earning assets in Brazil of $25.8bn (2015: $40.0bn). Our net interest margin excluding Brazil was 1.70% (2015: 1.79%).
Reported net interest income of $29.8bn decreased by $2.7bn or 8% compared with 2015. This was partly the impact of the disposal of our operations in Brazil on 1 July 2016, which reduced net interest income by $1.2bn, and adverse effects of currency translation differences between 2016 and 2015. These decreases were partly offset by growth in net interest income in Asia, notably in Hong Kong, and in Mexico, partly offset by a decrease in the UK and the US.
Net interest margin in 2016 of 1.73% was 15 basis points (‘bps’) lower than 2015. This reflected the effects of the disposal and currency translation noted above, which had an adverse effect of 8bps. The remainder of the decrease was primarily as a result of lower yields on customer lending, which had an adverse effect of 9bps on our net interest margin, partly reflecting the continuing run-off of our US CML portfolio. In addition, we recorded an increase in the cost of debt, partly offset by a lower cost of funds on customer accounts, notably in Hong Kong.
Interest income
Reported interest income decreased by $4.8bn compared with 2015, notably driven by our sale of Brazil operations ($3.1bn) and currency translation differences between 2016 and 2015. Excluding these factors, total interest income increased marginally.
Interest income on loans and advances to customers decreased by $3.8bn, driven by a reduction of $1.9bn relating to our operations in Brazil, and the adverse effects of currency translation differences between 2016 and 2015. Excluding these factors, interest income on customer lending was broadly unchanged. The effects of growth in balances in Europe and Mexico, together with central bank rate rises in Mexico and Argentina, were broadly offset by the run-off of our US CML portfolio and the effect of lower average balances in Asia.
Income growth in Mexico was driven by growth in average balances, reflecting gains in market share and higher yields, notably on term lending due to central bank rate increases. Income increased in Europe as the effect of growth in average balances, primarily an increase in term lending volumes, more than offset the effect of lower yields on both term lending and mortgages, reflecting competitive pricing in the market and lower interest rates in the eurozone. By contrast, interest income decreased in Asia, as a result of lower average balances in term lending, despite increased mortgage balances, notably in Hong Kong. Yields in Asia also decreased marginally as a result of
 
central bank rate cuts in China during 2015, although these were partly offset by rate rises in Hong Kong.
Interest income on short-term funds and financial investments decreased by $1.0bn in 2016, including a decrease of $0.7bn relating to Brazil. Excluding the effect of currency translation differences between 2016 and 2015 and Brazil, interest income on short-term funds and financial investments increased by $0.2bn. The movement mainly reflected increases in available-for-sale debt securities in Asia, reflecting growth in our surplus liquidity. In North America income increased, driven by higher balances primarily due to net purchase of US Treasury securities, and a higher yield, following the US rate rise at the end of 2015.
Interest income on reverse repurchase agreements – non-trading was $0.1bn lower, including a decrease relating to Brazil ($0.4bn). Excluding currency translation differences between 2016 and 2015 and Brazil, income increased primarily in North America, reflecting higher balances and increased market rates.
Interest expense
Reported interest expense decreased by $2.1bn, driven by the reductions relating to Brazil ($1.8bn) and currency translation differences between 2016 and 2015. Excluding these factors, interest expense rose by $0.4bn, as increases in the cost of debt and repurchase agreements were partly offset by decreases in interest expense on customer accounts.
Interest expense on customer accounts decreased by $1.9bn, including amounts relating to Brazil ($0.8bn) and currency translation differences between 2016 and 2015. Excluding these factors, interest expense on customer accounts decreased by $0.5bn, driven by Asia and Europe, partly offset by Mexico, Argentina and North America. In Asia, the effect of an increase in balances was more than offset by a lower cost of funds, partly due to a change in portfolio mix towards lower-cost accounts in Hong Kong, which more than offset the effect of central bank rate rises. In addition to these factors, the central bank rate cuts in a number of markets, including mainland China, Australia and India, further lowered our cost of funds. In Europe, interest expense decreased as a result of a reduction in the cost of funds, partly due to negative interest rates in continental Europe, although the average balances increased, notably in the UK. These decreases were partly offset by higher interest expense on customer accounts in the US, Mexico and Argentina, reflecting promotional deposit offerings and the central bank rate rises.
Interest expense on debt securities in issue and own debt designated at fair value decreased by $0.5bn, including the impact of Brazil ($0.8bn). Excluding currency translation differences between 2016 and 2015 and the effect of Brazil, interest expense increased by $0.4bn. This was driven by an increase in the cost of funds and an increase in average balances, as redemptions across the Group were more than offset by issuances of senior debt from HSBC Holdings plc (‘HSBC Holdings’). The increase in the cost of debt designated at fair value was as a result of longer maturities and the structural subordination of our new issuances from HSBC Holdings.
Interest expense increased on repurchase agreements by $0.3bn, notably in North America, reflecting higher balances and market rates.
Net fee income
Reported net fee income fell by $1.9bn compared with 2015, partly as a result of the adverse effects of currency translation differences between 2016 and 2015 of $0.6bn, primarily in the UK, Argentina and Mexico, which notably affected account

HSBC Holdings plc
43


Report of the Directors | Financial summary

services, cards and fee expense. The disposal of our operations in Brazil to Banco Bradesco S.A. reduced net fee income by a further $0.3bn. In addition, the decrease was driven by RBWM in Hong Kong, reflecting risk-averse retail investor sentiment in Asia.
Fee income from broking and unit trusts decreased by $525m, largely due to a strong performance in Hong Kong in the first half of 2015. The decrease was mainly in RBWM in Hong Kong, from lower securities broking income resulting from a reduction in stock market turnover.
In addition, fee income from cards decreased by $311m, primarily reflecting lower interchange fees in the UK, following regulatory change in late 2015.
Fee income from funds under management decreased by $0.5bn, partly driven by a reclassification between fee income from funds under management and fee expense in Germany ($0.2bn). In addition, fee income from funds under management decreased in RBWM’s Global Asset Management business, driven by a change in the product mix towards lower margin fixed income products, as well as in GPB in Switzerland.
The reduction in fee income from funds under management was partly offset by a fall in fee expense of $419m, primarily reflecting lower brokerage fees, and the reclassification noted above.
Net trading income
Reported net trading income of $9.5bn was $0.7bn higher than in 2015, despite the net adverse effects of $1.3bn of significant items and currency translation differences between 2016 and 2015. The increase, excluding significant items and currency translation, was driven by:
favourable movements on assets held as economic hedges of foreign currency debt designated at fair value of $1.7bn in 2016 compared to minimal movements in 2015. These movements were offset by adverse movements in foreign currency debt designated at fair value in ‘Net income/(expense) from financial instruments designated at fair value’; and
increases in GB&M ($0.2bn), notably in Rates and in Credit, as we gained market share in Europe, partly offset by a decrease in Equities, reflecting lower trading volumes in Europe and Asia. In addition, we recorded adverse movements of $70m in credit and funding valuation adjustments compared with favourable movements of $227m in 2015, primarily relating to movements in our own credit spread on structured liabilities.
Net income/(expense) from financial instruments designated at fair value
The majority of our financial liabilities designated at fair value are fixed-rate, long-term debt issuances, and are managed in conjunction with interest rate swaps as part of our interest rate management strategy.
We recorded a reported net expense from financial instruments designated at fair value of $2.7bn in 2016, compared with net income of $1.5bn in 2015. In 2016, there were unfavourable movements of $1.8bn in the fair value of our own long-term debt reflecting changes in credit spread, compared with favourable movements of $1.0bn in 2015.
The decrease was also as a result of ‘Other changes in fair value’ on our long-term debt and related derivatives, which reflected:
higher adverse movements of $1.7bn in 2016 compared with minimal movements in 2015 on foreign currency debt designated at fair value and issued as part of our overall funding strategy (offset by assets held as economic hedges in ‘Net trading income’); and
higher adverse movements of $0.2bn relating to the economic hedging of interest and exchange rate risk on our long-term debt.
By contrast, net income from financial assets held to meet liabilities under insurance and investment contracts of $1.5bn was $0.9bn higher than in 2015. This was primarily driven by
 
improved equity market performance in Asia and Europe in 2016, partly offset by the disposal of our operations in Brazil in July 2016.
Net income arising from financial assets held to meet liabilities under insurance and investment contracts results in a corresponding movement in liabilities to customers, reflecting the extent to which they participate in the investment performance of the associated asset portfolio. These offsetting movements are recorded in ‘Net income/(expense) arising from liabilities to customers under investment contracts’ and ‘Net insurance claims and benefits paid and movement in liabilities to policyholders’.
In 2016, the majority of the variance arose in unit-linked contracts where the policyholder bears the investment risk, and was therefore offset by movements in liabilities to customers.
Gains less losses from financial investments
In 2016, reported gains less losses from financial investments decreased by $0.7bn compared with 2015. This was largely due to the movement in significant items and currency translation differences between 2016 and 2015 of $0.7bn, notably the non-recurrence of the gain on the partial sale of our shareholding in Industrial Bank of $1.4bn in 2015, partly offset by gains on disposal of our membership interests in Visa Europe of $0.6bn and our shares in Visa Inc. of $0.1bn in 2016.
Net insurance premium income
Reported net insurance premium income was $0.4bn lower than in 2015, and included reductions due to the disposal of our operations in Brazil ($0.4bn) and currency translation differences between 2016 and 2015 of $0.2bn. Net insurance premium income increased in Hong Kong, partly offset by reductions in France in response to low interest rates and market volatility, and in the UK, following the disposal of our pension business in 2015.
Other operating income
Reported other operating income was $2.0bn lower than in 2015. This was as a result of a net adverse movement in significant items and currency translation differences between 2016 and 2015 of $1.9bn, notably the loss on the disposal of our operations in Brazil of $1.7bn. In addition, we recorded lower revaluation gains on investment properties.
These decreases were partly offset by higher favourable movements of $0.1bn in present value of in-force (‘PVIF’) long-term insurance business, which was primarily driven by an increase in the value of new business written in Hong Kong, partly offset by a reduction in France and the impact of the disposal of our operations in Brazil.
In 2016, we recognised $513m of income in ‘Assumption changes and experience variances’, which was broadly unchanged from the $504m recognised in 2015. For further details, please see Note 20 of the Financial Statements in the 2016 Form 20-F .
Net insurance claims and benefits paid and movement in liabilities to policyholders
Reported net insurance claims and benefits paid and movement in liabilities to policyholders were $0.6bn higher compared with 2015, and included reductions due to the disposal of our operations in Brazil ($0.4bn) and currency translation differences between 2016 and 2015 of $0.2bn.
This increase was primarily due to improved returns on financial assets supporting unit-linked contracts, where the policyholder bears the investment risk, reflecting improved equity market performance in Hong Kong compared with 2015. In addition, movements in liabilities to policyholders were higher due to increased premium income, and interest rate-driven changes to liability valuations in Hong Kong.
These increases were partly offset by lower premiums and falling investment returns in France.
The gains or losses recognised on the financial assets designated at fair value that are held to support these insurance contract liabilities are reported in ‘Net income/(expense) from financial

44
HSBC Holdings plc


instruments designated at fair value’ on page 235 of the 2016 Form 20-F .
Loan impairment charges and other credit risk provisions
Reported loan impairment charges and other credit risk provisions (‘LICs’) of $3.4bn were $0.3bn lower than in 2015. This was partly as a result of favourable currency translation differences between 2016 and 2015 of $0.2bn, notably in Mexico and the UK. The disposal of our operations in Brazil reduced charges by a further $0.2bn.
Collectively assessed LICs of $1.5bn were $568m lower than in 2015. This reduction included the net favourable effect of $230m as a result of the disposal of our operations in Brazil and favourable currency translation differences between 2016 and 2015 of $95m. The remaining variance reflected the following:
In CMB (down $226m), a net release of collectively assessed LICs compared with a net charge in 2015. The net release of allowances in 2016 was mainly on exposures related to the oil and gas sector, notably in the US and Canada, the UAE and Asia. This reflected a more positive outlook for this sector. By contrast, in 2015 we increased our collective allowances on exposures related to the oil and gas sector. The reduction in collectively assessed LICs was partly offset by an increase in the UK, mainly from new allowances against exposures in the oil and gas sector.
In GB&M, a net release of collectively assessed LICs, notably in the UK and US, compared with a net charge in 2015.
This was partly offset:
In RBWM, where collectively assessed LICs rose by $75m. The increase was mainly in Mexico reflecting our strategic focus on growing unsecured lending, as well as an increase in delinquency rates. By contrast, collectively assessed LICs decreased in a small number of markets in the Middle East and North Africa and Asia.
In Corporate Centre, LICs increased in our US CML run-off portfolio by $67m.
Individually assessed LICs of $1.8bn increased by $326m compared with 2015. Higher charges in GB&M were partly offset by a reduction in CMB and favourable currency translation differences between 2016 and 2015 of $79m. This primarily reflected the following:
In GB&M (up $0.6bn), an increase primarily in the US, related to a significant specific charge against a mining-related corporate exposure, as well as charges relating to exposures in the oil and gas sector. Additionally, in Hong Kong, an increase in individually assessed LICs in 2016 was largely related to a single corporate exposure. This compared with a net release of LICs in 2015.
This was partly offset:
In CMB, where lower individually assessed LICs (down $261m), included favourable currency translation differences between 2016 and 2015 of $70m and a net favourable effect of $45m attributable to the disposal of our operations in Brazil. The decrease also reflected lower individually assessed LICs in Indonesia, where charges in 2015 related to a small number of exposures across a number of sectors. Lower charges in both the UK and the UAE also contributed to the reduction. These decreases were partly offset by higher LICs in Hong Kong, arising in various sectors including manufacturing, and in Canada due to a rise in the number of exposures in the oil and gas sector migrating to default. Notably, the increase in individually assessed LICs in Canada was more than offset by the movement in collective allowances related to the oil and gas sector, discussed above.
In 2016, we recorded higher net releases of impairment allowances against available-for-sale debt securities. These were primarily related to asset-backed securities (‘ABSs’) in our Legacy Credit business in Corporate Centre.
 
Operating expenses
Reported operating expenses of $39.8bn were $40m higher than in 2015. This reflected an increase in significant items of $3.3bn which included:
the $3.2bn write-off of goodwill in our GPB business in Europe (please see Note 20 on the Financial Statements of the 2016 Form 20-F for further details);
costs to achieve of $3.1bn, compared with $0.9bn in 2015; partly offset by
the operating expenses incurred in our Brazil business of $1.1bn in 2016, compared with $2.5bn in 2015; and
a reduction of $1.0bn in settlements and provisions in connection with legal matters.
The increase in significant items was partly offset by the favourable effects of currency translation differences between 2016 and 2015 of $2.1bn.
Excluding significant items and currency translation, operating expenses of $30.6bn were $1.2bn lower than in 2015. This mainly reflected cost savings of $2.2bn achieved in 2016 and a reduction in the UK bank levy of $0.5bn. This was partly offset by the impact of inflation and continued investment in regulatory programmes and compliance.
Run-the-bank costs of $26.9bn were $0.3bn lower than in 2015 and change-the-bank costs of $2.7bn were $0.4bn lower than in 2015.
Our total investment in regulatory programmes and compliance, comprising both run-the-bank and change-the-bank elements, was $3.0bn, up $0.4bn or 14% from 2015. This reflected the ongoing implementation of our Global Standards programme to enhance our financial crime risk controls and capabilities, and to meet our external commitments.
We have maintained our transformational efforts and continue to realise the benefit of our cost-saving programme:
In RBWM, savings of $0.4bn reflected the impact of our branch optimisation programme enabled by our digital initiatives.
In Operations and Technology, savings of $1.2bn reflected migrations to lower cost locations, the simplification of our IT structure and the implementation of target operating models.
In our back office functions, savings of $0.4bn were realised as a result of the re-engineering and simplification of processes and the implementation of global operating models.
Taking the 2016 savings into account, our run-rate savings are now $3.7bn since the start of our initiatives.
The number of employees expressed in FTEs at 31 December 2016 was 235,175, a decrease of 20,028 since 31 December 2015. This included a 19,145 reduction following the disposal of our operations in Brazil. Excluding this, the decrease in FTE was 883 as a reduction of 17,855 FTEs realised across global businesses and global functions was largely offset by investment in our Global Standards Programme of 5,694 FTEs, costs to achieve FTEs of 8,073 and investment for growth.


HSBC Holdings plc
45


Report of the Directors | Financial summary

Share of profit in associates and joint ventures
Our reported share of profit in associates and joint ventures was $2.4bn, a decrease of $0.2bn or 8%, which included the adverse effects of currency translation differences between 2016 and 2015 of $0.1bn, notably affecting our share of profit in BoCom.
Excluding the impact of currency translation, our share of profit in associates and joint ventures fell by $0.1bn or 4%, relating to higher impairment charges in the Saudi British Bank and lower revenue in HSBC Saudi Arabia, reflecting lower asset management and investment banking revenue. This was partly offset by revenue growth in Saudi British Bank and well-managed costs in both associates.
Our share of profit in BoCom for the year was $1.9bn. At 31 December 2016, we performed an impairment review of our investment in BoCom and concluded that it was not impaired, based on our value in use calculation (see Note 20 on the Financial Statements of the 2016 Form 20-F for further details).
In future periods, the value in use may increase or decrease depending on the effect of changes to model inputs. It is
 
expected that the carrying amount will increase in 2017 due to retained profits earned by BoCom. At the point where the carrying amount exceeds the value in use, HSBC would continue to recognise its share of BoCom’s profit or loss, but the carrying amount would be reduced to equal the value in use, with a corresponding reduction in income, unless the market value has increased to a level above the carrying amount.
Tax expense
The effective tax rate for 2016 of 51.6% was higher than the 20.0% in 2015, reflecting events that occurred in 2016 that reduced the reported profit before tax but not taxable profits. These included the non-deductible goodwill impairment and the non-deductible loss on our disposal of operations in Brazil. The 2016 tax charge includes tax losses not recognised, prior year adjustments and the impact of the 8% bank corporation tax surcharge applicable in the UK from 1 January 2016. Further detail is provided in Note 7 on the Financial Statements of the 2016 Form 20-F .


46
HSBC Holdings plc


Consolidated balance sheet
Five-year summary consolidated balance sheet
 
 
2017

2016

2015

2014

2013

 
Footnote
$m

$m

$m

$m

$m

Assets
 
 
 
 
 
 
Cash and balances at central banks
 
180,624

128,009

98,934

129,957

166,599

Trading assets
 
287,995

235,125

224,837

304,193

303,192

Financial assets designated at fair value
 
29,464

24,756

23,852

29,037

38,430

Derivatives
 
219,818

290,872

288,476

345,008

282,265

Loans and advances to banks
 
90,393

88,126

90,401

112,149

120,046

Loans and advances to customers
26
962,964

861,504

924,454

974,660

992,089

Reverse repurchase agreements – non-trading
 
201,553

160,974

146,255

161,713

179,690

Financial investments
 
389,076

436,797

428,955

415,467

425,925

Other assets
 
159,884

148,823

183,492

161,955

163,082

Total assets at 31 Dec
 
2,521,771

2,374,986

2,409,656

2,634,139

2,671,318

Liabilities and equity
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
Deposits by banks
 
69,922

59,939

54,371

77,426

86,507

Customer accounts
 
1,364,462

1,272,386

1,289,586

1,350,642

1,361,297

Repurchase agreements – non-trading
 
130,002

88,958

80,400

107,432

164,220

Trading liabilities
 
184,361

153,691

141,614

190,572

207,025

Financial liabilities designated at fair value
 
94,429

86,832

66,408

76,153

89,084

Derivatives
 
216,821

279,819

281,071

340,669

274,284

Debt securities in issue
 
64,546

65,915

88,949

95,947

104,080

Liabilities under insurance contracts
 
85,667

75,273

69,938

73,861

74,181

Other liabilities
 
113,690

109,595

139,801

121,459

120,181

Total liabilities at 31 Dec
 
2,323,900

2,192,408

2,212,138

2,434,161

2,480,859

Equity
 
 
 
 
 
 
Total shareholders’ equity
 
190,250

175,386

188,460

190,447

181,871

Non-controlling interests
 
7,621

7,192

9,058

9,531

8,588

Total equity at 31 Dec
 
197,871

182,578

197,518

199,978

190,459

Total liabilities and equity at 31 Dec
 
2,521,771

2,374,986

2,409,656

2,634,139

2,671,318

For footnotes, see page 85 .
A more detailed consolidated balance sheet is contained in the Financial Statements on page 214 .
Five-year selected financial information


2017

2016

2015

2014

2013


Footnotes
$m

$m

$m

$m

$m

Called up share capital

10,160

10,096

9,842

9,609

9,415

Capital resources
27, 28
182,383

172,358

189,833

190,730

194,009

Undated subordinated loan capital

1,969

1,967

2,368

2,773

2,777

Preferred securities and dated subordinated loan capital
29
42,147

42,600

42,844

47,208

48,114

Risk-weighted assets
27
871,337

857,181

1,102,995

1,219,765

1,092,653

Financial statistics











Loans and advances to customers as a percentage of customer accounts

70.6

67.7

71.7

72.2

72.9

Average total shareholders’ equity to average total assets

7.33

7.37

7.31

7.01

6.55

Net asset value per ordinary share at year-end ($)
30
8.35

7.91

8.73

9.28

9.27

Number of $0.50 ordinary shares in issue (millions)

20,321

20,192

19,685

19,218

18,830

Closing foreign exchange translation rates to $:











$1: £

0.740

0.811

0.675

0.642

0.605

$1: €

0.834

0.949

0.919

0.823

0.726

For footnotes, see page 85 .

HSBC Holdings plc
47


Report of the Directors | Financial summary

Movement in 2017
Total assets of $2.5tn were 6% higher than at 31 December 2016 on a reported basis, and 1% higher on a constant currency basis.
We increased the strength of our balance sheet by targeting growth in lending, notably in Asia, where we increased balances by 14% on a constant currency basis, reflecting continued momentum from our initiatives to grow corporate lending in the region. During 2017 we also completed the run-off of our US CML portfolio.
Our ratio of customer advances to customer accounts was 71% , up from 68% at 31 December 2016, reflecting our focus on lending growth. Loans and advances increased on a reported basis by $101bn or 12% , and customer accounts increased by $92bn or 7% .
Assets
Cash and balances at central banks increased by $53bn . This included higher euro-denominated balances in continental Europe, and higher sterling balances in the UK, as we deployed our commercial surplus to maximise returns. This increase was partly offset by a reduction in the US as we redeployed our surplus to maximise returns, notably to reverse repurchase agreements – non-trading.
Trading assets increased by $53bn , notably equity securities, in the UK, reflecting higher client activity in our Equities business, and from increased debt securities in Asia.
Reverse repurchase agreements – non-trading increased by $41bn , notably in Europe and the US, driven by customer demand in our Markets business. In the US, balances also increased as we redeployed our commercial surplus to maximise returns.
Derivative assets decreased by $71bn , primarily reflecting revaluation movements, as a result of changes in yield curves and exchange rates, notably in the UK, Hong Kong and France. These movements were broadly offset by a reduction in derivative liabilities.
Financial investments decreased by $48bn . In the UK this was due to our redeployment of available-for-sale investments into cash to manage our liquidity, as well as for risk management purposes, whereas in Hong Kong this primarily reflected a managed reduction in our commercial surplus.
Loans and advances to customers increased by $101bn compared with 31 December 2016, notably in Asia and Europe. This included:
favourable currency translation of $45bn, primarily affecting Europe; partly offset by
the $5bn transfer to ‘Assets held for sale’, and subsequent disposal, of the US first lien mortgage balance in Corporate Centre.
Excluding these factors, customer lending balances increased by $62bn or 7%. This growth was primarily in Asia, which contributed $53bn of this increase.
In Asia, lending grew in GB&M (up $24bn) and CMB (up $16bn), particularly in Hong Kong, from increased term lending reflecting our continued focus on loan growth in the region and higher customer demand. Trade lending in Hong Kong contributed $3bn of the increase in CMB, reflecting increased market share, but it was broadly unchanged in GB&M. We also increased balances in RBWM in Asia by $11bn, primarily in mortgages in Hong Kong, where we grew our market share.
In addition, we grew lending in Europe by $10bn, notably in UK mortgages (up $8bn), reflecting our focus on broker originated mortgages. We also grew balances in CMB by $9bn, driven by higher term lending, which more than offset an $8bn fall in GB&M, notably due to a reclassification of short-term balances to reverse repurchase agreements. Balances also decreased in our Global Banking business, as a small number of customers paid down large balances, as well as a reduction in short-term lending.

 
Liabilities
Customer accounts increased by $92bn on a reported basis, including a favourable foreign currency translation movement of $56bn.
Excluding the effect of currency translation, customer accounts increased by $36bn, notably in RBWM which grew by $28bn. The increase was driven by Hong Kong (up $18bn), reflecting higher customer inflows from surplus liquidity in the region, and the UK (up $6bn), primarily in current accounts. We grew balances in GB&M in France ($5bn) and Germany ($2bn), from higher foreign currency corporate deposits, as we priced competitively to facilitate higher stable funding. In addition we grew CMB balances (up $8bn), notably in the UK, as we won new client mandates and increased balances with existing customers.
These increases were partly offset by a reduction in GB&M in the UK, reflecting a large deposit from 2016 being withdrawn in 2017, as well as an increase in customers who settled their asset and liability balances net, resulting in lower lending and customer accounts. Deposit balances also fell in GPB (down $6bn), partly reflecting the customer repositioning during 2017, as well as active redeployment of clients’ deposits to maximise their returns.
Repurchase agreements – non-trading increased by $41bn primarily in the UK and the US, mainly driven by an increased use of repurchase agreements for funding in our Markets business.
Trading liabilities increased by $31bn , notably in the UK and France, the latter reflecting an increase in net short positions.
Derivative liabilities decreased by $63bn , which is in line with the decrease in derivative assets because the underlying risk is broadly matched.
Equity
Total shareholders’ equity increased by $14.9bn or 8% . This was driven by the effects of profits generated in the period, a reduction in accumulated foreign exchange losses reflecting the appreciation of the euro and sterling against the US dollar during 2017, and the issue of convertible capital securities. These increases more than offset the effects of dividends paid to shareholders and the $3.0bn share buy-back completed during 2017.
Risk-weighted assets
Risk-weighted assets (‘RWAs’) were $871.3bn at 31 December 2017, an increase of $14.1bn compared with 31 December 2016. After foreign currency translation differences, RWAs reduced by $13.6bn in 2017. This reflected targeted RWA reduction initiatives of $70.8bn and improvement in asset quality of $4.6bn, less increases due to growth in asset size of $48.4bn, methodology and policy changes of $8.2bn and model updates of $6.2bn.
The RWA initiatives included:
$21.3bn from the accelerated sell-down of our consumer mortgage portfolio in the US and our legacy credit book; and
$40.0bn from process improvements, exposure reductions, trade actions and refined calculations.
Asset size movements principally represent:
$40.4bn lending growth, mainly in GB&M and CMB in Asia and Europe; and
new transactions and movements in market parameters increasing counterparty credit risk and market risk by $9.0bn.

48
HSBC Holdings plc


Customer accounts by country
 
2017

2016

 
$m

$m

Europe
505,182

446,615

– UK
401,733

361,278

– France
45,833

35,996

– Germany
17,355

13,925

– Switzerland
7,936

9,474

– other
32,325

25,942

Asia
657,395

631,723

– Hong Kong
477,104

461,626

– mainland China
45,991

46,576

– Singapore
41,144

39,062

– Australia
20,212

18,030

– Malaysia
14,027

12,904

– Taiwan
13,459

11,731

– India
13,228

11,289

– Indonesia
4,211

5,092

– other
28,019

25,413

Middle East and North Africa (excluding Saudi Arabia)
34,658

34,766

– United Arab Emirates
16,602

16,532

– Turkey
3,772

4,122

– Egypt
3,912

3,790

– other
10,372

10,322

North America
143,432

138,790

– US
89,887

88,751

– Canada
45,510

42,096

– other
8,035

7,943

Latin America
23,795

20,492

– Mexico
17,809

14,423

– other
5,986

6,069

At 31 Dec
1,364,462

1,272,386


HSBC Holdings plc
49


Report of the Directors | Financial summary

Average balance sheet
Average balance sheet and net interest income
Average balances and related interest are shown for the domestic operations of our principal commercial banks by geographical region. ‘Other operations’ comprise the operations of our principal commercial banking and consumer finance entities outside their domestic markets and all other banking operations, including investment banking balances and transactions.
Average balances are based on daily averages for the principal areas of our banking activities with monthly or less frequent averages used elsewhere. Balances and transactions with fellow subsidiaries are reported gross in the principal commercial
 
banking and consumer finance entities, and the elimination entries are included within ‘Other operations’.
Net interest margin numbers are calculated by dividing net interest income as reported in the income statement by the average interest-earning assets from which interest income is reported within the ‘Net interest income’ line of the income statement. Total interest-earning assets include loans where the carrying amount has been adjusted as a result of impairment allowances. In accordance with IFRSs, we recognise interest income on assets after the carrying amount has been adjusted as a result of impairment. Fee income that forms an integral part of the effective interest rate of a financial instrument is recognised as an adjustment to the effective interest rate and recorded in ‘Interest income’.
Assets
 
 
2017
2016
2015
 
 
Average
balance

Interest
income

Yield

Average
balance

Interest
income

Yield

Average
balance

Interest
income

Yield


 
$m

$m

%

$m

$m

%

$m

$m

%

Summary



















Interest-earning assets measured at amortised cost (itemised below)

1,726,120

40,995

2.37

1,723,702

42,414

2.46

1,726,949

47,189

2.73

Trading assets and financial assets designated at fair value

186,673

4,245

2.27

179,780

3,897

2.17

195,285

4,626

2.37

Impairment allowances

(7,841
)




(9,127
)




(10,606
)




Non-interest-earning assets

616,688





653,115





682,143





Total assets and interest income

2,521,640

45,240

1.79

2,547,470

46,311

1.82

2,593,771

51,815

2.00

Average yield on all interest-earning assets





2.37





2.43





2.70

Short-term funds and loans and advances to banks



















Europe
HSBC Bank

83,855

256

0.31

68,015

276

0.41

79,101

827

1.05


HSBC Private Banking Holdings (Suisse)

11,815

1

0.01

10,597



11,498

4

0.03


HSBC France

13,260

41

0.31

5,705

27

0.47

5,242

40

0.76

Asia
Hang Seng Bank

10,865

201

1.85

10,533

133

1.26

14,379

210

1.46


The Hongkong and Shanghai
Banking Corporation

53,502

604

1.13

50,741

490

0.97

55,951

536

0.96


HSBC Bank Malaysia

1,906

55

2.89

3,680

99

2.69

3,994

121

3.03

MENA
HSBC Bank Middle East

2,556

39

1.53

3,658

30

0.82

5,038

30

0.60

North America
HSBC Bank USA

40,476

461

1.14

34,858

214

0.61

35,271

134

0.38


HSBC Bank Canada

366

3

0.82

745

2

0.27

767

2

0.26

Latin America
HSBC Mexico

2,164

150

6.93

2,217

92

4.15

2,463

76

3.09


Brazilian operations







1,717

193

11.24


HSBC Bank Argentina

1,083

1

0.09

818

8

0.98

1,050

4

0.38

Other operations


14,278

218

1.53

12,232

139

1.14

5,453

100

1.83



236,126

2,030

0.86

203,799

1,510

0.74

221,924

2,277

1.03


50
HSBC Holdings plc


Assets (continued)
 
 
2017
2016
2015
 
 
Average
balance

Interest
income

Yield

Average
balance

Interest
income

Yield

Average
balance

Interest
income

Yield


 
$m

$m

%

$m

$m

%

$m

$m

%

Loans and advances to customers
 


















Europe
HSBC Bank
 
280,689

8,046

2.87

277,995

9,203

3.31

291,311

9,916

3.40


HSBC Private Banking Holdings (Suisse)
 
8,921

152

1.70

10,528

143

1.36

12,006

136

1.13


HSBC France
 
51,480

920

1.79

42,676

1,026

2.40

41,257

1,252

3.03

Asia
Hang Seng Bank
 
94,943

2,695

2.84

87,073

2,540

2.92

86,149

2,579

2.99


The Hongkong and Shanghai
Banking Corporation
 
289,819

8,506

2.93

253,802

7,630

3.01

261,705

8,082

3.09


HSBC Bank Malaysia
 
11,523

536

4.65

11,636

546

4.69

12,517

589

4.71

MENA
HSBC Bank Middle East
 
20,498

861

4.20

23,595

883

3.74

27,240

1,041

3.82

North America
HSBC Bank USA
 
67,317

2,210

3.28

73,002

2,187

3.00

74,013

1,981

2.68


HSBC Finance
 
1,939

173

8.92

13,169

1,089

8.27

21,529

1,705

7.92


HSBC Bank Canada
 
36,557

1,205

3.30

35,894

1,070

2.98

33,280

1,086

3.26

Latin America
HSBC Mexico
 
14,923

1,766

11.83

14,050

1,427

10.16

14,304

1,319

9.22


Brazilian operations
 






10,388

1,915

18.43


HSBC Bank Argentina
 
3,284

706

21.50

2,642

715

27.06

3,381

880

26.03

Other operations

 
20,321

975

4.80

19,294

813

4.21

20,627

623

3.02


 
902,214

28,751

3.19

865,356

29,272

3.38

909,707

33,104

3.64

Reverse repurchase agreements – non-trading
 


















Europe
HSBC Bank
 
40,082

502

1.25

47,663

305

0.64

53,036

354

0.67


HSBC France
 
16,907

1

0.01

10,338

1

0.01

12,986

7

0.05

Asia
The Hongkong and Shanghai
Banking Corporation
 
41,829

596

1.42

33,257

298

0.90

26,714

273

1.02


HSBC Bank Malaysia
 
531

16

3.01

1,141

35

3.07

1,001

32

3.20

MENA
HSBC Bank Middle East
 
1,101

14

1.27

650

9

1.38

272

2

0.74

North America
HSBC Bank USA
 
5,442

124

2.28

11,632

131

1.13

4,589

23

0.50


HSBC Bank Canada
 
5,225

44

0.84

5,985

30

0.50

5,814

40

0.69

Latin America
HSBC Mexico
 
882

61

6.92

754

33

4.38

877

27

3.08


Brazilian operations
 






3,248

421

12.96


HSBC Bank Argentina
 
70

15

21.43

59

13

22.03

42

7

16.67

Other operations

 
61,691

818

1.33

56,728

372

0.66

53,729

115

0.21


 
173,760

2,191

1.26

168,207

1,227

0.73

162,308

1,301

0.80

Financial investments
 


















Europe
HSBC Bank
 
53,754

715

1.33

71,215

965

1.36

73,043

753

1.03


HSBC Private Banking Holdings (Suisse)
 
4,826

60

1.24

5,905

57

0.97

7,479

75

1.00


HSBC France
 
10,657

(9
)
(0.08
)
14,753

10

0.07

13,608

17

0.12

Asia
Hang Seng Bank
 
50,129

776

1.55

49,469

686

1.39

39,891

647

1.62


The Hongkong and Shanghai
Banking Corporation
 
136,232

2,235

1.64

154,087

2,079

1.35

128,922

1,909

1.48


HSBC Bank Malaysia
 
2,899

96

3.31

1,766

61

3.45

2,864

104

3.63

MENA
HSBC Bank Middle East
 
6,406

83

1.30

6,654

68

1.02

8,186

70

0.86

North America
HSBC Bank USA
 
47,018

945

2.01

52,479

952

1.81

49,268

893

1.81


HSBC Bank Canada
 
17,304

214

1.24

17,769

209

1.18

17,486

199

1.14

Latin America
HSBC Mexico
 
5,537

296

5.35

4,709

234

4.97

6,301

286

4.54


Brazilian operations
 






3,520

515

14.63


HSBC Bank Argentina
 
378

67

17.72

627

142

22.65

650

149

22.92

Other operations

 
54,667

1,962

3.59

51,342

1,785

3.48

44,895

1,891

4.21


 
389,807

7,440

1.91

430,775

7,248

1.68

396,113

7,508

1.90


HSBC Holdings plc
51


Report of the Directors | Financial summary

Assets (continued)
 
 
2017
2016
2015
 
Footnote
Average
balance

Interest
income

Yield

Average
balance

Interest
income

Yield

Average
balance

Interest
income

Yield


 
$m

$m

%

$m

$m

%

$m

$m

%

Other interest-earning assets
 

















Europe
HSBC Bank
1
52,575

188

0.36

65,884

105

0.16

61,355

100

0.16


HSBC Private Banking Holdings (Suisse)
 
1,579

24

1.52

1,874

24

1.28

2,200

24

1.09


HSBC France
1
2,546

344

13.51

2,106

245

11.60

2,818

145

5.14

Asia
Hang Seng Bank
 
1,009

17

1.68

1,828

15

0.82

3,551

14

0.39


The Hongkong and Shanghai
Banking Corporation
1
106,511

1,066

1.00

92,650

617

0.67

82,422

451

0.55


HSBC Bank Malaysia
 
223

1

0.45

242



92



MENA
HSBC Bank Middle East
 
4,044

66

1.63

1,942

80

4.12

1,263

37

2.93

North America
HSBC Bank USA
 
5,221

83

1.59

7,930

130

1.64

4,012

132

3.29


HSBC Finance
 
5,641

84

1.49

2,975

6

0.20

5,538

7

0.13


HSBC Bank Canada
 
1,060

10

0.94

352

6

1.70

249

5

2.01

Latin America
HSBC Mexico
 
843

8

0.95

587

1

0.17

517

1

0.19


Brazilian operations
 



25,783

2,705

10.49

20,972

2,744

13.08


HSBC Bank Argentina
 
58

1

1.72

76



69



Other operations
1
(157,097
)
(1,309
)


(148,664
)
(777
)

(148,161
)
(661
)


 
24,213

583

2.41

55,565

3,157

5.68

36,897

2,999

8.13

Total interest-earning assets
 












Europe
HSBC Bank
 
510,955

9,707

1.90

530,772

10,833

2.04

557,846

11,950

2.14


HSBC Private Banking Holdings (Suisse)
 
27,141

237

0.87

28,904

224

0.77

33,183

239

0.72


HSBC France
 
94,850

1,297

1.37

75,578

1,109

1.47

75,911

1,377

1.81

Asia
Hang Seng Bank
 
156,946

3,689

2.35

148,903

3,374

2.27

143,970

3,450

2.40


The Hongkong and Shanghai
Banking Corporation
 
627,893

13,007

2.07

584,537

11,112

1.90

555,714

11,251

2.02


HSBC Bank Malaysia
 
17,082

704

4.12

18,465

741

4.01

20,468

846

4.13

MENA
HSBC Bank Middle East
 
34,605

1,063

3.07

36,499

1,070

2.93

41,999

1,180

2.81

North America
HSBC Bank USA
 
165,474

3,823

2.31

179,901

3,614

2.01

167,153

3,163

1.89


HSBC Finance
 
7,580

257

3.39

16,144

1,095

6.78

27,067

1,712

6.33


HSBC Bank Canada
 
60,512

1,476

2.44

60,745

1,317

2.17

57,596

1,332

2.31

Latin America
HSBC Mexico
 
24,349

2,281

9.37

22,317

1,787

8.01

24,462

1,709

6.99


Brazilian operations
 



25,783

2,705

10.49

39,845

5,788

14.53


HSBC Bank Argentina
 
4,873

790

16.21

4,222

878

20.80

5,192

1,040

20.03

Other operations
 
(6,140
)
2,664



(9,068
)
2,555


(23,457
)
2,152




 
1,726,120

40,995

2.37

1,723,702

42,414

2.46

1,726,949

47,189

2.73

1
Comparatives have been restated for changes in assumptions relating to interest income for other interest-earning assets.
Equity and liabilities
 
2017
2016
2015
 
Average
balance

Interest
expense

Cost

Average
balance

Interest
expense

Cost

Average
balance

Interest
expense

Cost


$m

$m

%

$m

$m

%

$m

$m

%

Summary


















Interest-bearing liabilities measured at amortised cost (itemised below)
1,455,070

12,819

0.88

1,442,004

12,601

0.87

1,465,635

14,658

1.00

Trading liabilities and financial liabilities designated at fair value (excluding own debt issued)
153,776

2,325

1.51

138,486

1,986

1.43

151,294

2,071

1.37

Non-interest bearing current accounts
197,104





184,016



190,914



Total equity and other non-interest bearing liabilities
715,690





782,964



785,928



Total equity and liabilities
2,521,640

15,144

0.60

2,547,470

14,587

0.57

2,593,771

16,729

0.64

Average cost on all interest-bearing liabilities




0.94



0.92



1.03


52
HSBC Holdings plc


Equity and liabilities (continued)
 
 
2017
2016
2015
 
 
Average
balance

Interest
expense

Cost

Average
balance

Interest
expense

Cost

Average
balance

Interest
expense

Cost


Footnotes
$m

$m

%

$m

$m

%

$m

$m

%

Deposits by banks
44a


















Europe
HSBC Bank

9,402

48

0.51

12,408

49

0.39

16,333

75

0.46


HSBC Private Banking Holdings (Suisse)

189

2

1.06

186

2

1.08

400

1

0.25


HSBC France

9,175

29

0.32

7,520

33

0.44

7,323

41

0.56

Asia
Hang Seng Bank

589

8

1.36

587

11

1.87

1,098

19

1.73


The Hongkong and Shanghai
Banking Corporation

19,191

164

0.85

19,867

125

0.63

19,426

80

0.41


HSBC Bank Malaysia

272

5

1.84

360

4

1.11

974

26

2.67

MENA
HSBC Bank Middle East

695

10

1.44

492

4

0.81

737

3

0.41

North America
HSBC Bank USA

3,627

41

1.13

5,316

30

0.56

5,503

17

0.31


HSBC Bank Canada

231

1

0.43

358

1

0.28

319

1

0.31

Latin America
HSBC Mexico

1,820

120

6.59

1,631

70

4.29

1,506

55

3.65


Brazilian operations







1,024

49

4.79


HSBC Bank Argentina

3

1

33.33

2



10

2

20.00

Other operations

2,143

22

1.03

1,055

13

1.23

1,210

9

0.74



47,337

451

0.95

49,782

342

0.69

55,863

378

0.68

Financial liabilities designated at fair value – own debt issued
44b


















Europe
HSBC Holdings

30,506

944

3.09

26,900

609

2.26

18,816

263

1.40


HSBC Bank

12,598

220

1.75

15,548

225

1.45

20,758

316

1.52


HSBC France

8,769

17

0.19

8,821

15

0.17

8,472

31

0.37

North America
HSBC Bank USA

2,115

44

2.08

2,039

38

1.86

2,100

32

1.52


HSBC Finance

696

13

1.87

1,498

19

1.27

5,169

47

0.91

Other operations


5,882

23

0.39

7,236

36

0.50

3,174

28

0.88




60,566

1,261

2.08

62,042

942

1.52

58,489

717

1.23

Customer accounts
44c

















Europe
HSBC Bank

342,776

1,186

0.35

352,318

1,613

0.46

364,503

2,051

0.56


HSBC Private Banking Holdings
(Suisse)

6,598

70

1.06

6,128

31

0.51

7,201

29

0.40


HSBC France

17,199

84

0.49

14,697

93

0.63

15,900

116

0.73

Asia
Hang Seng Bank

115,705

300

0.26

111,457

339

0.30

106,783

464

0.43


The Hongkong and Shanghai
Banking Corporation

439,356

1,926

0.44

421,711

1,981

0.47

394,313

2,446

0.62


HSBC Bank Malaysia

10,572

205

1.94

11,055

228

2.06

11,865

264

2.23

MENA
HSBC Bank Middle East

9,807

40

0.41

10,780

27

0.25

14,360

53

0.37

North America
HSBC Bank USA

66,711

375

0.56

64,546

205

0.32

61,314

147

0.24


HSBC Bank Canada

38,150

305

0.80

37,125

194

0.52

35,998

197

0.55

Latin America
HSBC Mexico

11,662

406

3.48

10,996

227

2.06

12,568

201

1.60


Brazilian operations







6,938

830

11.96


HSBC Bank Argentina

3,292

245

7.44

2,574

351

13.64

2,989

436

14.59

Other operations


33,092

263

0.79

31,274

203

0.65

41,169

167

0.41




1,094,920

5,405

0.49

1,074,661

5,492

0.51

1,075,901

7,401

0.69

Repurchase agreements – non-trading



















Europe
HSBC Bank

39,444

340

0.86

29,171

88

0.30

31,782

119

0.37


HSBC France

6,664



7,145



8,965

2

0.02

Asia
Hang Seng Bank

837

23

2.75

410

9

2.20

203

4

1.97


The Hongkong and Shanghai
Banking Corporation

6,028

118

1.96

5,130

111

2.16

3,022

70

2.32


HSBC Bank Malaysia

18



23

1

4.35

43

1

2.33

MENA
HSBC Bank Middle East

32

1

3.13







North America
HSBC Bank USA

3,690

57

1.54

3,543

30

0.85

6,828

26

0.38


HSBC Bank Canada

3,702

30

0.81

2,933

14

0.48

2,534

17

0.67

Latin America
HSBC Mexico

3,845

259

6.74

2,085

94

4.51

2,127

62

2.91


Brazilian operations







334

6

1.80


HSBC Bank Argentina

15

3

20.00

7

2

28.57

5



Other operations


72,286

834

1.15

68,342

277

0.41

62,104

48

0.08




136,561

1,665

1.22

118,789

626

0.53

117,947

355

0.30



HSBC Holdings plc
53


Report of the Directors | Financial summary

Equity and liabilities (continued)
 
 
2017
2016
2015
 
 
Average
balance

Interest
expense

Cost

Average
balance

Interest
expense

Cost

Average
balance

Interest
expense

Cost


Footnotes
$m

$m

%

$m

$m

%

$m

$m

%

Debt securities in issue
 


















Europe
HSBC Holdings
 
43,121

1,533

3.56

25,145

1,087

4.32

16,230

904

5.57


HSBC Bank
 
15,590

355

2.28

27,290

397

1.45

41,413

359

0.87


HSBC France
 
7,367

4

0.05

7,471

11

0.15

12,379

40

0.32

Asia
Hang Seng Bank
 
78

3

3.85

208

6

2.88

428

7

1.64


The Hongkong and Shanghai
Banking Corporation
 
3,588

75

2.09

4,245

88

2.07

5,520

123

2.23


HSBC Bank Malaysia
 
259

11

4.25

363

15

4.13

385

17

4.42

MENA
HSBC Bank Middle East
 
1,329

20

1.50

1,793

20

1.12

2,199

33

1.50

North America
HSBC Bank USA
 
27,017

678

2.51

35,571

690

1.94

31,089

542

1.74


HSBC Finance
 
2,512

168

6.69

4,577

266

5.81

8,961

407

4.54


HSBC Bank Canada
 
7,466

163

2.18

8,026

192

2.39

8,718

211

2.42

Latin America
HSBC Mexico
 
1,198

77

6.43

928

60

6.47

2,005

90

4.49


Brazilian operations
 






4,795

782

16.31


HSBC Bank Argentina
 
55

15

27.27







Other operations

 
(903
)
28


(1,274
)
(25
)


(5,083
)
6




 
108,677

3,130

2.88

114,343

2,807

2.45

129,039

3,521

2.73

Other interest-bearing liabilities
 


















Europe
HSBC Bank
 
72,281

942

1.30

79,358

732

0.92

77,583

471

0.61


HSBC Private Banking Holdings (Suisse)
 
7,358

122

1.66

6,885

100

1.45

8,347

94

1.13


HSBC France
 
12,081

453

3.75

8,371

276

3.30

10,481

112

1.07

Asia
Hang Seng Bank
 
921

27

2.93

1,338

30

2.24

1,899

35

1.84


The Hongkong and Shanghai
Banking Corporation
 
106,795

1,133

1.06

81,764

598

0.73

78,630

412

0.52


HSBC Bank Malaysia
 
784

18

2.30

771

14

1.82

1,158

15

1.30

MENA
HSBC Bank Middle East
 
2,414

73

3.02

2,994

82

2.74

2,429

46

1.89

North America
HSBC Bank USA
 
19,479

241

1.24

20,187

152

0.75

16,250

81

0.50


HSBC Finance
 
1,059

50

4.72

4,936

173

3.50

5,807

241

4.15


HSBC Bank Canada
 
3,478

67

1.93

3,759

63

1.68

2,539

7

0.28

Latin America
HSBC Mexico
 
61

25

40.98

782

22

2.81

837

16

1.91


Brazilian operations
 



18,936

1,748

9.23

16,943

1,897

11.20


HSBC Bank Argentina
 
97

4

4.12

53

5

9.43

22

4

18.18

Other operations

 
(219,799
)
(2,248
)


(207,747
)
(1,603
)


(194,529
)
(1,145
)



 
7,009

907

12.94

22,387

2,392

10.68

28,396

2,286

8.05

Total interest-bearing liabilities
 


















Europe
HSBC Holdings
 
73,627

2,477

3.36

52,045

1,696

3.26

35,046

1,167

3.33


HSBC Bank
 
492,091

3,091

0.63

516,093

3,104

0.60

552,372

3,391

0.61


HSBC Private Banking Holdings (Suisse)
 
14,145

194

1.37

13,199

133

1.01

15,948

124

0.78


HSBC France
 
61,255

587

0.96

54,025

428

0.79

63,520

342

0.54

Asia
Hang Seng Bank
 
118,130

361

0.31

114,000

395

0.35

110,411

533

0.48


The Hongkong and Shanghai
Banking Corporation
 
574,958

3,416

0.59

532,717

2,903

0.54

500,911

3,131

0.63


HSBC Bank Malaysia
 
11,905

239

2.01

12,572

262

2.08

14,425

323

2.24

MENA
HSBC Bank Middle East
 
14,277

144

1.01

16,059

133

0.83

20,580

148

0.72

North America
HSBC Bank USA
 
122,639

1,436

1.17

131,202

1,145

0.87

123,084

845

0.69


HSBC Finance
 
4,267

231

5.41

11,011

458

4.16

19,937

695

3.49


HSBC Bank Canada
 
53,027

566

1.07

52,201

464

0.89

50,108

433

0.86

Latin America
HSBC Mexico
 
18,586

887

4.77

16,422

473

2.88

19,043

424

2.23


Brazilian operations
 



18,936

1,748

9.23

30,034

3,564

11.87


HSBC Bank Argentina
 
3,462

268

7.74

2,636

358

13.58

3,026

442

14.61

Other operations

 
(107,299
)
(1,078
)


(101,114
)
(1,099
)


(92,810
)
(904
)



 
1,455,070

12,819

0.88

1,442,004

12,601

0.87

1,465,635

14,658

1.00

For footnotes, see page 85 .


54
HSBC Holdings plc


Net interest margin 44d
 
 
 
 
 
 
2017

2016
2015
 
 
%

%

%

Europe
HSBC Bank
1.29

1.46

1.53


HSBC Private Banking Holdings (Suisse)
0.16

0.31

0.35


HSBC France
0.75

0.90

1.36

Asia
Hang Seng Bank
2.12

2.00

2.03


The Hongkong and Shanghai Banking Corporation
1.53

1.40

1.46


HSBC Bank Malaysia
2.72

2.59

2.56

MENA
HSBC Bank Middle East
2.66

2.57

2.46

North America
HSBC Bank USA
1.44

1.37

1.39


HSBC Finance
0.34

3.95

3.76


HSBC Bank Canada
1.50

1.40

1.56

Latin America
HSBC Mexico
5.73

5.89

5.25


Brazilian operations

3.71

5.58


HSBC Bank Argentina
10.71

12.32

11.52

Total
1.63

1.73

1.88

Distribution of average total assets
 
 
2017

2016

2015

 
 
%

%

%

Europe
HSBC Bank
34.7

36.9

37.0


HSBC Private Banking Holdings (Suisse)
1.2

1.2

1.4


HSBC France
7.4

6.9

7.4

Asia
Hang Seng Bank
7.2

6.7

6.5


The Hongkong and Shanghai Banking Corporation
34.2

32.2

30.0


HSBC Bank Malaysia
0.8

0.8

0.9

MENA
HSBC Bank Middle East
1.5

1.6

1.9

North America
HSBC Bank USA
9.5

10.1

9.6


HSBC Finance
0.4

0.8

1.2


HSBC Bank Canada
2.9

2.9

2.8

Latin America
HSBC Mexico

1.3

1.4


Brazilian operations

1.2

2.0


HSBC Bank Argentina



Other operations (including consolidation adjustments)
0.2

(2.6
)
(2.1
)
 
 
100.0

100.0

100.0

For footnote, see page 85 .



HSBC Holdings plc
55


Report of the Directors | Financial summary

Analysis of changes in net interest income and net interest expense
The following tables allocate changes in net interest income and net interest expense between volume and rate for 2017 compared
 
with 2016 , and for 2016 compared with 2015 . We isolate volume variances and allocate any change arising from both volume and rate to rate.
Interest income
 
 
 
Increase/(decrease)
in 2017 compared
with 2016
 
Increase/(decrease)
in 2016 compared
with 2015
 
 
 
2017

Volume

Rate

2016
Volume

Rate

2015



$m

$m

$m

$m

$m

$m

$m

Short-term funds and loans and advances to banks














Europe
HSBC Bank
256

65

(85
)
276

(116
)
(435
)
827


HSBC Private Banking Holdings (Suisse)
1


1



(4
)
4


HSBC France
41

36

(22
)
27

4

(17
)
40

Asia
Hang Seng Bank
201

4

64

133

(56
)
(21
)
210


The Hongkong and Shanghai
Banking Corporation
604

27

87

490

(50
)
4

536


HSBC Bank Malaysia
55

(48
)
4

99

(10
)
(12
)
121

MENA
HSBC Bank Middle East
39

(9
)
18

30

(8
)
8

30

North America
HSBC Bank USA
461

34

213

214

(2
)
82

134


HSBC Bank Canada
3

(1
)
2

2

(1
)
1

2

Latin America
HSBC Mexico
150

(2
)
60

92

(8
)
24

76


Brazilian operations




(193
)

193


HSBC Bank Argentina
1

3

(10
)
8

(1
)
5

4

Other operations

218

23

56

139

124

(85
)
100



2,030

239

281

1,510

(187
)
(580
)
2,277

Loans and advances to customers














Europe
HSBC Bank
8,046

89

(1,246
)
9,203

(453
)
(260
)
9,916


HSBC Private Banking Holdings (Suisse)
152

(22
)
31

143

(17
)
24

136


HSBC France
920

211

(317
)
1,026

43

(269
)
1,252

Asia
Hang Seng Bank
2,695

230

(75
)
2,540

28

(67
)
2,579


The Hongkong and Shanghai
Banking Corporation
8,506

1,084

(208
)
7,630

(244
)
(208
)
8,082


HSBC Bank Malaysia
536

(5
)
(5
)
546

(41
)
(2
)
589

MENA
HSBC Bank Middle East
861

(116
)
94

883

(139
)
(19
)
1,041

North America
HSBC Bank USA
2,210

(171
)
194

2,187

(27
)
233

1,981


HSBC Finance
173

(929
)
13

1,089

(662
)
46

1,705


HSBC Bank Canada
1,205

20

115

1,070

85

(101
)
1,086

Latin America
HSBC Mexico
1,766

89

250

1,427

(23
)
131

1,319


Brazilian operations




(1,915
)

1,915


HSBC Bank Argentina
706

174

(183
)
715

(192
)
27

880

Other operations

975

43

119

813

(40
)
230

623



28,751

1,246

(1,767
)
29,272

(1,614
)
(2,218
)
33,104

Reverse repurchase agreements – non-trading














Europe
HSBC Bank
502

(49
)
246

305

(36
)
(13
)
354


HSBC France
1

1

(1
)
1

(1
)
(5
)
7

Asia
The Hongkong and Shanghai
Banking Corporation
596

77

221

298

67

(42
)
273


HSBC Bank Malaysia
16

(19
)

35

4

(1
)
32

MENA
HSBC Bank Middle East
14

6

(1
)
9

3

4

2

North America
HSBC Bank USA
124

(70
)
63

131

35

73

23


HSBC Bank Canada
44

(4
)
18

30

1

(11
)
40

Latin America
HSBC Mexico
61

6

22

33

(4
)
10

27


Brazilian operations




(421
)

421


HSBC Bank Argentina
15

2


13

3

3

7

Other operations

818

33

413

372

6

251

115



2,191

41

923

1,227

47

(121
)
1,301




56
HSBC Holdings plc


Interest income (continued)
 
 
 
Increase/(decrease)
in 2017 compared
with 2016
 
Increase/(decrease)
in 2016 compared
with 2015
 
 
 
2017

Volume

Rate

2016
Volume

Rate

2015


$m

$m

$m

$m

$m

$m

$m

Financial investments













Europe
HSBC Bank
715

(237
)
(13
)
965

(19
)
231

753


HSBC Private Banking Holdings (Suisse)
60

(10
)
13

57

(16
)
(2
)
75


HSBC France
(9
)
(3
)
(16
)
10

1

(8
)
17

Asia
Hang Seng Bank
776

9

81

686

155

(116
)
647


The Hongkong and Shanghai
Banking Corporation
2,235

(241
)
397

2,079

372

(202
)
1,909


HSBC Bank Malaysia
96

39

(4
)
61

(40
)
(3
)
104

MENA
HSBC Bank Middle East
83

(3
)
18

68

(13
)
11

70

North America
HSBC Bank USA
945

(99
)
92

952

58

1

893


HSBC Bank Canada
214

(5
)
10

209

3

7

199

Latin America
HSBC Mexico
296

41

21

234

(72
)
20

286


Brazilian operations




(515
)

515


HSBC Bank Argentina
67

(56
)
(19
)
142

(5
)
(2
)
149

Other operations

1,962

115

62

1,785

271

(377
)
1,891


7,440

(689
)
881

7,248

659

(919
)
7,508

Interest expense
 
 
 
Increase/(decrease)
in 2017 compared
with 2016
 
Increase/(decrease)
in 2016 compared
with 2015
 
 
 
2017

Volume

Rate

2016

Volume

Rate

2015


$m

$m

$m

$m

$m

$m

$m

Deposits by banks







Europe
HSBC Bank
48

(12
)
11

49

(18
)
(8
)
75


HSBC Private Banking Holdings (Suisse)
2



2

(1
)
2

1


HSBC France
29

7

(11
)
33

1

(9
)
41

Asia
Hang Seng Bank
8


(3
)
11

(9
)
1

19


The Hongkong and Shanghai
Banking Corporation
164

(4
)
43

125

2

43

80


HSBC Bank Malaysia
5

(1
)
2

4

(16
)
(6
)
26

MENA
HSBC Bank Middle East
10

2

4

4

(1
)
2

3

North America
HSBC Bank USA
41

(9
)
20

30

(1
)
14

17


HSBC Bank Canada
1



1



1

Latin America
HSBC Mexico
120

8

42

70

5

10

55


Brazilian operations




(49
)

49


HSBC Bank Argentina
1


1


(2
)

2

Other operations

22

13

(4
)
13

(1
)
5

9



451

(17
)
126

342

(41
)
5

378

Customer accounts











Europe
HSBC Bank
1,186

(44
)
(383
)
1,613

(68
)
(370
)
2,051


HSBC Private Banking Holdings (Suisse)
70

2

37

31

(4
)
6

29


HSBC France
84

16

(25
)
93

(9
)
(14
)
116

Asia
Hang Seng Bank
300

13

(52
)
339

20

(145
)
464


The Hongkong and Shanghai
Banking Corporation
1,926

83

(138
)
1,981

170

(635
)
2,446


HSBC Bank Malaysia
205

(10
)
(13
)
228

(18
)
(18
)
264

MENA
HSBC Bank Middle East
40

(2
)
15

27

(13
)
(13
)
53

North America
HSBC Bank USA
375

7

163

205

8

50

147


HSBC Bank Canada
305

5

106

194

6

(9
)
197

Latin America
HSBC Mexico
406

14

165

227

(25
)
51

201


Brazilian operations




(830
)

830


HSBC Bank Argentina
245

98

(204
)
351

(61
)
(24
)
436

Other operations

263

12

48

203

(41
)
77

167



5,405

103

(190
)
5,492

(9
)
(1,900
)
7,401


HSBC Holdings plc
57


Report of the Directors | Financial summary

Interest expense (continued)
 
 
 
Increase/(decrease)
in 2017 compared
with 2016
 
Increase/(decrease)
in 2016 compared
with 2015
 
 
 
2017

Volume

Rate

2016

Volume

Rate

2015


$m

$m

$m

$m

$m

$m

$m

Repurchase agreements – non-trading














Europe
HSBC Bank
340

31

221

88

(10
)
(21
)
119


HSBC France





(2
)
2

Asia
Hang Seng Bank
23

9

5

9

4

1

4


The Hongkong and Shanghai
Banking Corporation
118

19

(12
)
111

49

(8
)
70


HSBC Bank Malaysia


(1
)
1



1

 
HSBC Bank Middle East
1


1





North America
HSBC Bank USA
57

1

26

30

(12
)
16

26


HSBC Bank Canada
30

4

12

14

3

(6
)
17

Latin America
HSBC Mexico
259

79

86

94

(1
)
33

62


Brazilian operations




(6
)

6


HSBC Bank Argentina
3

2

(1
)
2


2


Other operations

834

16

541

277

5

224

48

 
 
1,665

94

945

626

3

268

355

Debt securities in issue














Europe
HSBC Holdings
1,533

777

(331
)
1,087

497

(314
)
904


HSBC Bank
355

(170
)
128

397

(123
)
161

359


HSBC France
4


(7
)
11

(16
)
(13
)
40

Asia
Hang Seng Bank
3

(4
)
1

6

(4
)
3

7


The Hongkong and Shanghai
Banking Corporation
75

(14
)
1

88

(28
)
(7
)
123


HSBC Bank Malaysia
11

(4
)

15

(1
)
(1
)
17

MENA
HSBC Bank Middle East
20

(5
)
5

20

(6
)
(7
)
33

North America
HSBC Bank USA
678

(166
)
154

690

78

70

542


HSBC Finance
168

(120
)
22

266

(199
)
58

407


HSBC Bank Canada
163

(13
)
(16
)
192

(17
)
(2
)
211

Latin America
HSBC Mexico
77

17


60

(48
)
18

90


Brazilian operations




(782
)

782

 
HSBC Bank Argentina
15


15





Other operations

28


53

(25
)

(31
)
6

 
 
3,130

(139
)
462

2,807

(401
)
(313
)
3,521




58
HSBC Holdings plc


Short-term borrowings
Short-term borrowings in the form of repurchase agreements – non-trading are shown separately on the face of the balance sheet. Other forms of short-term borrowings are included within customer accounts, deposits by banks, debt securities in issue and trading liabilities. Short-term borrowings are defined by the US Securities and Exchange Commission as Federal funds purchased and securities sold under agreements to repurchase, commercial paper and other short-term borrowings.
 
Our only significant short-term borrowings are securities sold under agreements to repurchase and certain debt securities in issue. For securities sold under agreements to repurchase, we run matched repo and reverse repo trading books. We generally observe lower year-end demand in our reverse repo lending business, which results in lower repo balances at the balance sheet date. Additional information on these is provided in the table below.
Repos and short-term bonds

2017

2016

2015


$m

$m

$m

Securities sold under agreements to repurchase




 
Outstanding at 31 December
132,257

90,386

80,842

Average amount outstanding during the year
138,957

119,850

120,241

Maximum quarter-end balance outstanding during the year
148,259

110,362

120,141

Weighted average interest rate during the year
1.2%

0.5%

0.4%

Weighted average interest rate at the year-end
1.4%

0.8%

0.8%

Short-term bonds


 
 
Outstanding at 31 December
25,874

24,580

36,614

Average amount outstanding during the year
27,283

24,359

40,449

Maximum quarter-end balance outstanding during the year
29,885

25,946

42,483

Weighted average interest rate during the year
1.3%

1.4%

1.3%

Weighted average interest rate at the year-end
1.7%

1.4%

1.2%


HSBC Holdings plc
59


Report of the Directors | Financial summary

Contractual obligations
The table below provides details of our material contractual obligations at 31 December 2017.
 
Payments due by period
 
Total

Less than 1 year

1-3 years

3-5 years

More than 5 years

 
$m

$m

$m

$m

$m

Long-term debt obligations
196,844

38,449

37,040

46,348

75,007

Term deposits and certificates of deposit
97,696

85,479

8,963

1,533

1,721

Capital (finance) lease obligations
26

3

4

4

15

Operating lease obligations
3,950

850

1,231

780

1,089

Purchase obligations
1,131

1,040

5

34

52

Short positions in debt securities and equity shares
67,735

67,572

48

26

89

Current tax liability
928

928




Pension/healthcare obligation
15,302

1,341

2,876

3,090

7,995

 
383,612

195,662

50,167

51,815

85,968

Loan maturity and interest sensitivity analysis
At 31 December 2017, the geographical analysis of loan maturity and interest sensitivity by loan type on a contractual repayment basis was as follows.

Europe

Asia

MENA

North America

Latin America

Total


$m

$m

$m

$m

$m

$m

Maturity of 1 year or less












Loans and advances to banks
9,806

50,364

6,347

10,703

3,471

80,691

Commercial loans to customers






– manufacturing and international trade and services
47,957

91,713

8,912

9,479

3,874

161,935

– real estate and other property related
10,496

26,843

1,562

6,593

388

45,882

– non-bank financial institutions
21,123

17,150

457

7,470

367

46,567

– governments
1,152

884

1,239

282

192

3,749

– other commercial
26,010

19,349

1,701

5,545

1,723

54,328


106,738

155,939

13,871

29,369

6,544

312,461

Maturity after 1 year but within 5 years











Loans and advances to banks
4,107

3,951

156

76


8,290

Commercial loans to customers






– manufacturing and international trade and services
36,673

22,483

3,405

13,400

2,087

78,048

– real estate and other property related
20,769

50,317

574

8,542

906

81,108

– non-bank financial institutions
7,803

8,142

614

3,352

913

20,824

– governments
1,427

4,413

121

53

5

6,019

– other commercial
15,232

18,463

1,612

5,044

952

41,303


81,904

103,818

6,326

30,391

4,863

227,302

Interest rate sensitivity of loans and advances to banks and commercial loans to customers












Fixed interest rate
17,759

1,192

2,037

4,393

610

25,991

Variable interest rate
68,254

106,576

4,446

26,074

4,253

209,603


86,013

107,768

6,483

30,467

4,863

235,594

Maturity after 5 years










Loans and advances to banks
268

1,103


41


1,412

Commercial loans to customers






– manufacturing and international trade and services
9,617

2,419

649

1,896

520

15,101

– real estate and other property related
2,675

9,249

371

1,781

581

14,657

– non-bank financial institutions
3,167

1,019

36

104

2

4,328

– governments
1,040

470

6

71

373

1,960

– other commercial
9,470

4,345

1,370

2,226

747

18,158


25,969

17,502

2,432

6,078

2,223

54,204

Interest rate sensitivity of loans and advances to banks and commercial loans to customers










Fixed interest rate
5,654

1,281

855

994

90

8,874

Variable interest rate
20,583

17,324

1,577

5,126

2,133

46,743


26,237

18,605

2,432

6,120

2,223

55,617


60
HSBC Holdings plc


Deposits
The following tables summarise the average amount of bank deposits, customer deposits and certificates of deposit (‘CDs’) and other money market instruments (that are included within ‘Debt securities in issue’ in the balance sheet), together with the average
 
interest rates paid thereon for each of the past three years. The geographical analysis of average deposits is based on the location of the office in which the deposits are recorded and excludes balances with HSBC companies.
Deposits by banks


 
 
 
 

2017
2016
2015

Average
balance

Average
rate
Average balance

Average
rate
Average
balance

Average
rate


$m

%
$m

%
$m

%

Europe
33,483


32,232


32,297

 
demand and other – non-interest bearing
12,825

11,696

8,076


demand – interest bearing
6,780

0.4
6,730

0.2
5,412

0.3

time
11,747

0.3
8,426

0.4
9,833

0.8

other
2,131

1.1
5,380

0.5
8,976

0.2

Asia
25,253


26,945


27,618

 
demand and other – non-interest bearing
5,201

5,835

6,114


demand – interest bearing
12,521

0.5
13,230

0.4
16,107

0.5

time
3,355

1.5
3,593

1.9
2,209

1.5

other
4,176

1.6
4,287

0.6
3,188

0.5

Middle East and North Africa
1,311


1,158


1,548

 
demand and other – non-interest bearing
430

391

748


demand – interest bearing
2

8

3


time
871

3.0
742

2.2
775

0.8

other
8

17

22


North America
5,721


7,594


9,327

 
demand and other – non-interest bearing
1,853

1,916

3,499


demand – interest bearing
1,744

0.5
2,402

0.3
1,956

0.2

time
2,116

1.6
3,185

0.8
3,746

0.4

other
8

91

126


Latin America
2,042


1,820


2,719

 
demand and other – non-interest bearing
164

129

88


demand – interest bearing
376

6.9
313

5.4
205

7.8

time
1,502

6.5
1,378

5.7
1,905

4.5

other


521

10.4

Total
67,810


69,749


73,509

 
demand and other – non-interest bearing
20,473

19,967

18,525


demand – interest bearing
21,423

0.6
22,683

0.4
23,683

0.5

time
19,591

1.2
17,324

1.3
18,468

1.2

other
6,323

0.4
9,775

0.5
12,833

0.6


HSBC Holdings plc
61


Report of the Directors | Financial summary

Customer accounts
 
2017
2016
2015
 
Average
balance

Average
rate

Average
balance

Average
rate

Average
balance

Average
rate

 
$m

%

$m

%

$m

%

Europe
458,710



449,033



469,799

 
– demand and other – non-interest bearing
76,205


64,779


72,841


– demand – interest bearing
310,887

0.3

312,808

0.3

316,055

0.4

– savings
39,488

0.4

39,032

0.5

44,010

0.6
– time
30,939

0.8

31,309

0.7

35,198

0.8
– other
1,191

1.8

1,105

2.4

1,695

2.0
Asia
639,925

 
613,303



590,436

 
– demand and other – non-interest bearing
73,704


68,772


67,460


– demand – interest bearing
459,067

0.1

433,656

0.1

399,209

0.2

– savings
87,551

1.8

90,175

2.0

100,801

2.3

– time
17,183

1.0

19,530

0.8

22,035

0.9

– other
2,420

0.3

1,170

0.4

931

3.7

Middle East and North Africa
35,105

 
40,036



44,826

 
– demand and other – non-interest bearing
17,977


19,548


19,989


– demand – interest bearing
6,586

0.5

9,558

0.3

11,303

0.3
– savings
9,734

2.9

10,034

3.5

12,178

3.9
– time
808

1.6

896

4.1

1,356

4.1
– other






North America
141,192

 
140,491



136,773

 
– demand and other – non-interest bearing
28,542


30,350


29,390


– demand – interest bearing
39,050

0.3

37,382

0.2

37,234

0.2

– savings
63,786

0.7

64,464

0.4

60,157

0.4

– time
9,769

1.1

8,251

0.5

9,927

0.4

– other
45


44


65


Latin America
21,865

 
20,699



32,097

 
– demand and other – non-interest bearing
5,451


5,454


8,349


– demand – interest bearing
7,217

2.1

6,629

1.3

6,848

0.9

– savings
3,830

6.2

3,451

32.9

10,896

18.3

– time
5,346

5.3

5,145

3.2

5,952

2.5

– other
21


20

10.0

52

9.6

Total
1,296,797

 
1,263,562



1,273,931

 
– demand and other – non-interest bearing
201,879


188,903


198,029


– demand – interest bearing
822,807

0.2

800,033

0.2

770,649

0.3

– savings
204,389

1.3

207,156

1.8

228,042

2.3

– time
64,045

1.3

65,131

1.0

74,468

0.9

– other
3,677

1.0

2,339

1.9

2,743

1.9


Certificates of deposit and other money market instruments

2017
2016
2015

Average
balance

Average
rate

Average
balance

Average
rate

Average
balance

Average
rate

$m

%

$m

%

$m

%
Europe
12,506

0.6

22,188

0.5

22,539

0.5
Asia
523

2.7

609

2.3

1,275

2.4
North America
6,950

1.6

12,387

0.9

11,336

0.4
Latin America
1,333

5.4

1,135

6.2

6,971

12.0

21,312

1.3

36,319

0.9

42,121

2.4

62
HSBC Holdings plc


Certificates of deposit and other time deposits
The maturity analysis of certificates of deposit (‘CDs’) and other wholesale time deposits is expressed by remaining maturity. The
 
majority of CDs and time deposits are in amounts of $100,000 and over or the equivalent in other currencies.

At 31 December 2017

3 months
or less

After
3 months
but within
6 months

After
6 months
but within
12 months

After
12 months

Total


$m

$m

$m

$m

$m

Europe
31,893

2,526

6,733

8,812

49,964

– certificates of deposit
629


4,102


4,731

– time deposits:





banks
3,864

412

425

7,518

12,219

customers
27,400

2,114

2,206

1,294

33,014

Asia
20,550

1,175

671

392

22,788

– certificates of deposit
281

529

193

390

1,393

– time deposits:





banks
3,625

72

155


3,852

customers
16,644

574

323

2

17,543

Middle East and North Africa
254

35

114

369

772

– certificates of deposit





– time deposits:





banks
251

35

112

160

558

customers
3


2

209

214

North America
9,155

2,284

3,217

888

15,544

– certificates of deposit
1,208

1,725

2,065


4,998

– time deposits:





banks
1,620

1



1,621

customers
6,327

558

1,152

888

8,925

Latin America
5,720

720

432

1,756

8,628

– certificates of deposit
437

235

338

512

1,522

– time deposits:





banks
500


15

1,232

1,747

customers
4,783

485

79

12

5,359

Total
67,572

6,740

11,167

12,217

97,696

– certificates of deposit
2,555

2,489

6,698

902

12,644

– time deposits:





banks
9,860

520

707

8,910

19,997

customers
55,157

3,731

3,762

2,405

65,055



HSBC Holdings plc
63


Report of the Directors | Financial summary

Global businesses and
geographical regions
 
 
Page
Change in reportable segments
64
Analysis of adjusted results by global business
64
Reconciliation of reported and adjusted items
66
Reconciliation of reported and adjusted items - global businesses

67
Retail Banking and Wealth Management
73
Commercial Banking
54
Global Banking and Markets
54
Global Private Banking
75
Corporate Centre
55
Analysis of reported results by geographical regions
76
Reconciliation of reported and adjusted items - geographical regions
78
Analysis of reported results by country
81
Summary
The Group Chief Executive and the rest of the Group Management Board (‘GMB’) review operating activity on a number of bases, including by global business and geographical region. Global businesses are our reportable segments under IFRS 8 ‘Operating segments’.
Basis of preparation
The Group Chief Executive, supported by the rest of the GMB, is considered the Chief Operating Decision Maker (‘CODM’) for the purposes of identifying the Group’s reportable segments.
Analysis by global business is considered more prominent than the geographical region view in the way the CODM assesses performance and allocates resources. The global businesses are therefore considered our reportable segments under IFRS 8.
 
Global business results are assessed by the CODM on the basis of adjusted performance that removes the effects of significant items and currency translation from reported results. We therefore present these results on an adjusted basis as required by IFRSs. The 2016 and 2015 adjusted performance information is presented on a constant currency basis as described on page 32.
As required by IFRS 8, reconciliations of the total adjusted global business results to the Group reported results are presented on page 64. Supplementary reconciliations from reported to adjusted results by global business are presented on pages 67 to 69 for information purposes.
Our operations are closely integrated and, accordingly, the presentation of data includes internal allocations of certain items of income and expense. These allocations include the costs of certain support services and global functions to the extent that they can be meaningfully attributed to operational business lines and geographical regions. While such allocations have been made on a systematic and consistent basis, they necessarily involve a degree of subjectivity. Costs which are not allocated to global businesses are included in the Corporate Centre.
Where relevant, income and expense amounts presented include the results of inter-segment funding along with inter-company and inter-business line transactions. All such transactions are undertaken on arm’s length terms. The intra-Group elimination items for the global businesses are presented in the Corporate Centre.
The expense of the UK bank levy is included in the Europe geographical region as HSBC regards the levy as a cost of being headquartered in the UK. For the purposes of the presentation by global business, the cost of the levy is included in the Corporate Centre.
The results of geographical regions are presented on a reported basis.
Geographical information is classified by the location of the principal operations of the subsidiary or, for The Hongkong and Shanghai Banking Corporation, HSBC Bank plc, HSBC Bank Middle East and HSBC Bank USA, by the location of the branch responsible for reporting the results or providing funding.
A description of the global businesses is provided in the Strategic Report, pages 3 and 18 to 21 .
Analysis of adjusted results by global business
HSBC adjusted profit before tax and balance sheet data
 
 
2017
 
 
Retail
Banking and
Wealth
Management

Commercial
Banking

Global
Banking and
Markets

Global
Private
Banking

Corporate Centre

Total

 
Footnotes
$m

$m

$m

$m

$m

$m

Net interest income/(expense)
 
13,959

9,062

4,886

816

(439
)
28,284

Net fee income/(expense)
 
5,156

3,518

3,489

704

(56
)
12,811

Net trading income
31
453

539

5,995

170

807

7,964

Other income
33
719

104

721

13

908

2,465

Net operating income before loan impairment charges and other credit risk provisions
3
20,287

13,223

15,091

1,703

1,220

51,524

– external
 
17,040

13,383

16,378

1,438

3,285

51,524

– inter-segment
 
3,247

(160
)
(1,287
)
265

(2,065
)

Loan impairment (charges)/recoveries and other credit risk provisions
 
(980
)
(496
)
(459
)
(16
)
182

(1,769
)
Net operating income
 
19,307

12,727

14,632

1,687

1,402

49,755

Total operating expenses
 
(12,847
)
(5,947
)
(8,858
)
(1,391
)
(2,097
)
(31,140
)
Operating profit/(loss)
 
6,460

6,780

5,774

296

(695
)
18,615

Share of profit in associates and joint ventures
 
18




2,357

2,375

Adjusted profit before tax
 
6,478

6,780

5,774

296

1,662

20,990

 
 
%

%

%

%

%

%

Share of HSBC’s adjusted profit before tax
 
30.9

32.3

27.5

1.4

7.9

100.0

Adjusted cost efficiency ratio
 
63.3

45.0

58.7

81.7

171.9

60.4

Adjusted balance sheet data
 
$m

$m

$m

$m

$m

$m

Loans and advances to customers (net)
 
346,148

316,533

252,474

40,326

7,483

962,964

Interests in associates and joint ventures
 
366




22,378

22,744

Total external assets
 
468,281

348,243

980,485

45,745

679,017

2,521,771

Customer accounts
 
639,592

362,908

283,943

66,512

11,507

1,364,462

Adjusted risk-weighted assets
34
121,466

300,995

299,272

16,036

130,848

868,617


64
HSBC Holdings plc


HSBC adjusted profit before tax and balance sheet data (continued)
 

2016
 
 
Retail
Banking
and Wealth
Management

Commercial
Banking

Global
Banking and
Markets

Global
Private
Banking

Corporate Centre

Total

 
Footnotes
$m

$m

$m

$m

$m

$m

Net interest income
 
12,919

8,491

4,798

801

1,170

28,179

Net fee income/(expense)
 
4,756

3,559

3,394

749

(63
)
12,395

Net trading income
31
426

442

6,231

183

2,426

9,708

Other income/(expense)
33
441

127

292

15

(1,867
)
(992
)
Net operating income before loan impairment charges and other credit risk provisions
3
18,542

12,619

14,715

1,748

1,666

49,290

– external
 
16,052

12,641

17,412

1,487

1,698

49,290

– inter-segment
 
2,490

(22
)
(2,697
)
261

(32
)

Loan impairment charges and other credit risk provisions
 
(1,142
)
(969
)
(461
)

(22
)
(2,594
)
Net operating income
 
17,400

11,650

14,254

1,748

1,644

46,696

Total operating expenses
 
(12,184
)
(5,746
)
(8,745
)
(1,476
)
(1,933
)
(30,084
)
Operating profit/(loss)
 
5,216

5,904

5,509

272

(289
)
16,612

Share of profit in associates and joint ventures
 
20




2,302

2,322

Adjusted profit before tax
 
5,236

5,904

5,509

272

2,013

18,934

 
 
%

%

%

%

%

%

Share of HSBC’s adjusted profit before tax
 
27.7

31.2

29.1

1.4

10.6

100.0

Adjusted cost efficiency ratio
 
65.7

45.5

59.4

84.4

116.0

61.0

Adjusted balance sheet data
 
$m

$m

$m

$m

$m

$m

Loans and advances to customers (net)
 
323,986

294,952

237,655

36,972

12,494

906,059

Interests in associates and joint ventures
 
394




20,340

20,734

Total external assets
 
435,839

320,173

981,893

43,234

708,320

2,489,459

Customer accounts
 
611,846

356,885

272,159

72,730

15,037

1,328,657

Adjusted risk-weighted assets
34
114,683

286,912

307,736

15,649

153,324

878,304

 
 
2015
Net interest income
 
12,299

8,287

4,422

819

2,167

27,994

Net fee income/(expense)
 
5,446

3,672

3,514

939

(121
)
13,450

Net trading income
31
427

460

5,960

206

721

7,774

Other income
33
666

88

382

2

66

1,204

Net operating income before loan impairment charges and other credit risk provisions
3
18,838

12,507

14,278

1,966

2,833

50,422

– external
 
16,451

12,585

16,633

1,689

3,064

50,422

– inter-segment
 
2,387

(78
)
(2,355
)
277

(231
)

Loan impairment charges and other credit risk provisions
 
(1,023
)
(1,447
)
(71
)
(11
)
(27
)
(2,579
)
Net operating income
 
17,815

11,060

14,207

1,955

2,806

47,843

Total operating expenses
 
(12,332
)
(5,826
)
(8,903
)
(1,582
)
(2,814
)
(31,457
)
Operating profit/(loss)
 
5,483

5,234

5,304

373

(8
)
16,386

Share of profit/(loss) in associates and joint ventures
 
23


(1
)

2,387

2,409

Adjusted profit before tax
 
5,506

5,234

5,303

373

2,379

18,795

 
 
%

%

%

%

%

%

Share of HSBC’s adjusted profit before tax
 
29.3

27.8

28.2

2.0

12.7

100.0

Adjusted cost efficiency ratio
 
65.5

46.6

62.4

80.5

99.3

62.4

Adjusted balance sheet data
 
$m

$m

$m

$m

$m

$m

Loans and advances to customers (net)
 
313,927

281,826

243,662

42,592

23,690

905,697

Interests in associates and joint ventures
 
391




18,673

19,064

Total external assets
 
422,322

309,266

886,750

51,190

651,847

2,321,378

Customer accounts
 
569,183

341,717

256,374

80,442

13,956

1,261,672

Adjusted risk-weighted assets
34
116,047

282,149

318,818

17,661

313,100

1,047,775

For footnotes, see page 85 .

HSBC Holdings plc
65


Report of the Directors | Financial summary

Reconciliation of reported and adjusted items
(Audited)
Adjusted results reconciliation
 
 
2017
2016
2015
 
 
Adjusted

Significant items

Reported

Adjusted

Currency translation

Significant items

Reported

Adjusted

Currency translation

Significant items

Reported

 
Footnote
$m

$m

$m

$m

$m

$m

$m

$m

$m

$m

$m

Revenue
3
51,524

(79
)
51,445

49,290

736

(2,060
)
47,966

50,422

3,727

5,651

59,800

LICs
 
(1,769
)

(1,769
)
(2,594
)
61

(867
)
(3,400
)
(2,579
)
(127
)
(1,015
)
(3,721
)
Operating expenses
 
(31,140
)
(3,744
)
(34,884
)
(30,084
)
(331
)
(9,393
)
(39,808
)
(31,457
)
(2,434
)
(5,877
)
(39,768
)
Share of profit in associates
and joint ventures
 
2,375


2,375

2,322

33

(1
)
2,354

2,409

149

(2
)
2,556

Profit/(loss) before tax
 
20,990

(3,823
)
17,167

18,934

499

(12,321
)
7,112

18,795

1,315

(1,243
)
18,867

Adjusted balance sheet reconciliation
 
2017
2016
2015
 
Reported and Adjusted

Adjusted

Currency translation

Reported

Adjusted

Currency translation

Brazil operations 1

Reported

 
$m

$m

$m

$m

$m

$m

$m

$m

Loans and advances to customers (net)
962,964

906,059

(44,555
)
861,504

905,697

18,757


924,454

Interests in associates and joint ventures
22,744

20,734

(705
)
20,029

19,064

75


19,139

Total external assets
2,521,771

2,489,459

(114,473
)
2,374,986

2,321,378

39,164

49,114

2,409,656

Customer accounts

1,364,462

1,328,657

(56,271
)
1,272,386

1,261,672

27,914


1,289,586

1
Includes effects of foreign currency translation.
Adjusted profit reconciliation
 
 
2017

2016

2015

 
Footnotes
$m

$m

$m

For the year ended 31 Dec
 
 
 
 
Adjusted profit before tax
 
20,990

18,934

18,795

Significant items
 
(3,823
)
(12,321
)
(1,243
)
– customer redress programmes (revenue)
 
(108
)
2

(10
)
– DVA on derivative contracts
 
(373
)
26

230

– fair value movements on non-qualifying hedges
32
128

(687
)
(327
)
– gain on disposal of our investment in Vietnam Technological and Commercial Joint Stock Bank
 
126



– gain on disposal of our membership interest in Visa – Europe
 

584


– gain on disposal of our membership interest in Visa – US
 
308

116


– gain on the partial sale of shareholding in Industrial Bank
 


1,372

– gain/(loss) and trading results from disposed-of operations in Brazil
 
19

(2,081
)
(13
)
– investment in new businesses
 
(99
)


– other acquisitions, disposals and dilutions
 
78



– own credit spread
25

(1,792
)
1,002

– portfolio disposals
 
(158
)
(163
)
(214
)
– costs associated with portfolio disposals
 
(53
)
(28
)

– costs associated with the UK’s exit from the EU
 
(28
)


– costs to achieve
 
(3,002
)
(3,118
)
(908
)
– costs to establish UK ring-fenced bank
 
(392
)
(223
)
(89
)
– customer redress programmes (operating expenses)
 
(655
)
(559
)
(541
)
– gain on partial settlement of pension obligation
 
188



– impairment of GPB – Europe goodwill
 

(3,240
)

– regulatory provisions in GPB
 
(164
)
(344
)
(172
)
– restructuring and other related costs
 


(117
)
– settlements and provisions in connection with legal matters
 
362

(681
)
(1,649
)
– currency translation on significant items
 


(133
)
193

Currency translation
 


499

1,315

Reported profit before tax
 
17,167

7,112

18,867

For footnotes, see page 85 .

66
HSBC Holdings plc


Reconciliation of reported and adjusted items – global businesses
Supplementary unaudited analysis of significant items by global business is presented below.
Reconciliation of reported and adjusted items


2017


Retail
Banking and
Wealth
Management

Commercial
Banking

Global
Banking and
Markets

Global
Private
Banking

Corporate Centre

Total


Footnotes
$m

$m

$m

$m

$m

$m

Revenue
3












Reported

20,519

13,120

14,617

1,723

1,466

51,445

Significant items

(232
)
103

474

(20
)
(246
)
79

– customer redress programmes
 
3

103

2



108

– DVA on derivative contracts



373



373

– fair value movements on non-qualifying hedges
32




(128
)
(128
)
– gain on disposal of our investment in Vietnam Technological and Commercial Joint Stock Bank





(126
)
(126
)
– gain on disposal of our membership interest in Visa – US

(308
)




(308
)
– investment in new businesses



99



99

– portfolio disposals

73



(20
)
105

158

– gain on disposal of operations in Brazil
 




(19
)
(19
)
– other acquisitions, disposal and dilutions





(78
)
(78
)
Adjusted

20,287

13,223

15,091

1,703

1,220

51,524

Loan impairment charge and other credit risk provisions (‘LICs’)













Reported

(980
)
(496
)
(459
)
(16
)
182

(1,769
)
Adjusted

(980
)
(496
)
(459
)
(16
)
182

(1,769
)
Operating expenses













Reported

(13,734
)
(6,001
)
(8,723
)
(1,586
)
(4,840
)
(34,884
)
Significant items

887

54

(135
)
195

2,743

3,744

– costs associated with portfolio disposals




31

22

53

– costs associated with the UK’s exit from the EU


1

8


19

28

– costs to achieve

270

44

240

3

2,445

3,002

– costs to establish UK ring-fenced bank

6

2



384

392

– customer redress programmes
 
637

16

2



655

– gain on partial settlement of pension obligation
 
(26
)
(9
)
(9
)
(3
)
(141
)
(188
)
– regulatory provisions in GPB
 



164


164

– settlements and provisions in connection with legal matters



(376
)

14

(362
)
Adjusted

(12,847
)
(5,947
)
(8,858
)
(1,391
)
(2,097
)
(31,140
)
Share of profit in associates and joint ventures













Reported

18




2,357

2,375

Adjusted

18




2,357

2,375

Profit/(loss) before tax













Reported

5,823

6,623

5,435

121

(835
)
17,167

Significant items

655

157

339

175

2,497

3,823

– revenue

(232
)
103

474

(20
)
(246
)
79

– operating expenses

887

54

(135
)
195

2,743

3,744

Adjusted

6,478

6,780

5,774

296

1,662

20,990


HSBC Holdings plc
67


Report of the Directors | Financial summary

Reconciliation of reported and adjusted items (continued)


2016


Retail
Banking and
Wealth
Management

Commercial
Banking

Global
Banking and
Markets

Global
Private
Banking

Corporate Centre

Total


Footnotes
$m

$m

$m

$m

$m

$m

Revenue
3












Reported

20,338

13,405

15,213

1,745

(2,735
)
47,966

Currency translation

(257
)
(242
)
(182
)
(7
)
(48
)
(736
)
Significant items

(1,539
)
(544
)
(316
)
10

4,449

2,060

– customer redress programmes
 



(2
)

(2
)
– DVA on derivative contracts



(26
)


(26
)
– fair value movements on non-qualifying hedges
32




687

687

– gain on disposal of our membership interest in
Visa – Europe

(354
)
(230
)



(584
)
– gain on disposal of our membership interest in
Visa – US

(72
)



(44
)
(116
)
– own credit spread
25




1,792

1,792

– portfolio disposals




26

137

163

– loss and trading results from disposed-of operations in Brazil

(987
)
(288
)
(268
)
(12
)
1,828

273

– currency translation on significant items

(126
)
(26
)
(22
)
(2
)
49

(127
)
Adjusted

18,542

12,619

14,715

1,748

1,666

49,290

LICs













Reported

(1,633
)
(1,272
)
(471
)
1

(25
)
(3,400
)
Currency translation

(45
)
(12
)
(6
)
(1
)
3

(61
)
Significant items

536

315

16



867

– trading results from disposed-of operations in Brazil

462

272

14



748

– currency translation on significant items

74

43

2



119

Adjusted

(1,142
)
(969
)
(461
)

(22
)
(2,594
)
Operating expenses













Reported

(14,138
)
(6,087
)
(9,302
)
(5,074
)
(5,207
)
(39,808
)
Currency translation

133

69

125

(8
)
12

331

Significant items

1,821

272

432

3,606

3,262

9,393

– costs associated with portfolio disposals




10

18

28

– costs to achieve

393

62

233

6

2,424

3,118

– costs to establish UK ring-fenced bank

2

1



220

223

– customer redress programmes
 
497

34

28



559

– impairment of GPB – Europe goodwill




3,240


3,240

– regulatory provisions in GPB




341

3

344

– settlements and provisions in connection with legal matters



94


587

681

– trading results from disposed-of operations in Brazil

805

155

82

8

9

1,059

– currency translation on significant items

124

20

(5
)
1

1

141

Adjusted

(12,184
)
(5,746
)
(8,745
)
(1,476
)
(1,933
)
(30,084
)
Share of profit in associates and joint ventures













Reported

20




2,334

2,354

Currency translation





(33
)
(33
)
Significant items





1

1

– trading results from disposed-of operations in Brazil





1

1

– currency translation on significant items







Adjusted

20




2,302

2,322

Profit/(loss) before tax













Reported

4,587

6,046

5,440

(3,328
)
(5,633
)
7,112

Currency translation

(169
)
(185
)
(63
)
(16
)
(66
)
(499
)
Significant items

818

43

132

3,616

7,712

12,321

– revenue

(1,539
)
(544
)
(316
)
10

4,449

2,060

– LICs

536

315

16



867

– operating expenses

1,821

272

432

3,606

3,262

9,393

– share of profit in associates and joint ventures





1

1

Adjusted

5,236

5,904

5,509

272

2,013

18,934


68
HSBC Holdings plc


Reconciliation of reported and adjusted items (continued)


2015


Retail
Banking and
Wealth
Management

Commercial
Banking

Global
Banking and
Markets

Global
Private
Banking

Corporate Centre

Total


Footnotes
$m

$m

$m

$m

$m

$m

Revenue
3












Reported

22,624

14,198

15,972

2,076

4,930

59,800

Currency translation

(1,486
)
(969
)
(984
)
(55
)
(233
)
(3,727
)
Significant items

(2,300
)
(722
)
(710
)
(55
)
(1,864
)
(5,651
)
– customer redress programmes
 
22

18


(30
)

10

– DVA on derivative contracts



(230
)


(230
)
– fair value movements on non-qualifying hedges
32




327

327

– gain on the partial sale of shareholding in Industrial
Bank





(1,372
)
(1,372
)
– own credit spread
25




(1,002
)
(1,002
)
– portfolio disposals





214

214

– trading results from disposed-of operations in Brazil

(2,239
)
(712
)
(483
)
(29
)
(69
)
(3,532
)
– currency translation on significant items

(83
)
(28
)
3

4

38

(66
)
Adjusted

18,838

12,507

14,278

1,966

2,833

50,422

LICs













Reported

(1,878
)
(1,761
)
(47
)
(13
)
(22
)
(3,721
)
Currency translation

82

40

8

2

(5
)
127

Significant items

773

274

(32
)


1,015

– trading results from disposed-of operations in Brazil

731

262

(28
)


965

– currency translation on significant items

42

12

(4
)


50

Adjusted

(1,023
)
(1,447
)
(71
)
(11
)
(27
)
(2,579
)
Operating expenses













Reported

(15,970
)
(6,852
)
(10,767
)
(1,840
)
(4,339
)
(39,768
)
Currency translation

1,119

403

768

29

115

2,434

Significant items

2,519

623

1,096

229

1,410

5,877

– costs to achieve

153

163

69

16

507

908

– costs to establish UK ring-fenced bank





89

89

– customer redress programmes
 
541

18

(19
)

1

541

– regulatory provisions in GPB




171

1

172

– restructuring and other related costs

9

5

22

18

63

117

– settlements and provisions in connection with legal matters



949


700

1,649

– trading results from disposed-of operations in Brazil

1,822

434

222

23

78

2,579

– currency translation on significant items

(6
)
3

(147
)
1

(29
)
(178
)
Adjusted

(12,332
)
(5,826
)
(8,903
)
(1,582
)
(2,814
)
(31,457
)
Share of profit in associates and joint ventures













Reported

23




2,533

2,556

Currency translation



(1
)

(148
)
(149
)
Significant items





2

2

– trading results from disposed-of operations in Brazil





1

1

– currency translation on significant items





1

1

Adjusted

23


(1
)

2,387

2,409

Profit/(loss) before tax













Reported

4,799

5,585

5,158

223

3,102

18,867

Currency translation

(285
)
(526
)
(209
)
(24
)
(271
)
(1,315
)
Significant items

992

175

354

174

(452
)
1,243

– revenue

(2,300
)
(722
)
(710
)
(55
)
(1,864
)
(5,651
)
– LICs

773

274

(32
)


1,015

– operating expenses

2,519

623

1,096

229

1,410

5,877

– share of profit in associates and joint ventures





2

2

Adjusted

5,506

5,234

5,303

373

2,379

18,795

For footnotes, see page 85 .


HSBC Holdings plc
69


Report of the Directors | Financial summary

Reconciliation of reported and adjusted risk-weighted assets
 
At 31 Dec 2017

 
Retail
Banking and
Wealth
Management

Commercial
Banking

Global
Banking and
Markets

Global Private
Banking

Corporate Centre

Total

 
$bn

$bn

$bn

$bn

$bn

$bn

Risk-weighted assets
 
 
 
 
 
 
Reported
121.5

301.0

299.3

16.0

133.5

871.3

Disposals




(2.7
)
(2.7
)
– Brazil operations




(2.6
)
(2.6
)
– Lebanon operations




(0.1
)
(0.1
)
Adjusted
121.5

301.0

299.3

16.0

130.8

868.6

 
 
 
 
 
 
 
 
At 31 Dec 2016

Risk-weighted assets
 
 
 
 
 
 
Reported
115.1

275.9

300.4

15.3

150.5

857.2

Currency translation
3.0

12.4

8.0

0.4

3.5

27.3

Disposals
(3.4
)
(1.4
)
(0.7
)

(0.7
)
(6.2
)
– Brazil operations
(3.2
)
(1.0
)
(0.7
)

(0.2
)
(5.1
)
– Lebanon operations
(0.2
)
(0.4
)


(0.5
)
(1.1
)
Adjusted
114.7

286.9

307.7

15.7

153.3

878.3

 
At 31 Dec 2015

Risk-weighted assets
 
 
 
 
 
 
Reported
130.7

302.2

330.3

18.0

321.8

1,103.0

Currency translation
(1.0
)
(3.5
)
1.4

(0.1
)
(5.0
)
(8.2
)
Disposals
(13.7
)
(16.5
)
(12.9
)
(0.2
)
(3.7
)
(47.0
)
– Brazil operations
(13.5
)
(16.1
)
(12.9
)
(0.2
)
(3.1
)
(45.8
)
– Lebanon operations
(0.2
)
(0.4
)


(0.6
)
(1.2
)
Adjusted
116.0

282.2

318.8

17.7

313.1

1,047.8


Retail Banking and Wealth Management
2017 compared with 2016
Adjusted profit before tax of $6.5bn was $1.2bn or 24% higher. This reflected strong revenue growth, notably in net interest income from deposits, and an increase in Wealth Management, as well as lower LICs. This was partly offset by higher operating expenses. We achieved positive adjusted jaws of 4.0% .
Adjusted revenue of $20.3bn was $1.7bn or 9% higher, reflecting:
Higher revenue in Retail Banking (up $0.8bn or 6% to $13.5bn ):
Growth in revenue from current accounts, savings and deposits (up $1.1bn to $6.3bn ) from higher net interest income due to wider spreads and higher balances, primarily in Hong Kong and also in the US and Mexico.
This was partly offset by:
Lower personal lending revenue (down $0.3bn to $7.2bn ), reflecting mortgage spread compression, primarily in Hong Kong, mainland China and the US. This was partly offset by lending growth of $22.2bn , notably driven by mortgages in the UK and Hong Kong, where we grew our market share.
Higher revenue in Wealth Management (up $0.9bn or 18% to $6.2bn ):
Growth in insurance manufacturing revenue (up $0.5bn to $1.9bn ) was a significant factor in the rise in other income. This included favourable movements in market impacts of $0.3bn in 2017 compared with adverse movements of $0.4bn in 2016, due to interest rate and equity market movements, notably in Asia and France, and to a lesser extent higher insurance sales in Asia
Higher investment distribution revenue (up $0.4bn to $3.3bn ), driven by an increase in fee income, primarily from higher sales of mutual funds and retail securities in Hong Kong, reflecting increased investor confidence.
Adjusted LICs of $1.0bn were $0.2bn or 14% lower, reflecting reductions in Turkey of $85m , and in the US of $44m , as credit
 
quality improved. This was partly offset in Mexico where higher LICs ( $24m ) reflected targeted growth in unsecured lending and associated higher delinquency rates. In the UK LICs of $132m were marginally higher, but remained at very low levels (10bps of the portfolio) as higher LICs relating to mortgages and unsecured lending were partly offset by a release from the sale of a loan portfolio.
Adjusted operating expenses of $12.8bn were $0.7bn or 5% higher, mainly due to investment in growth initiatives, notably in retail business banking, in our international proposition as we introduced new products and services, and in mainland China. Transformational and other cost savings partly offset inflation and higher performance-related pay .


70
HSBC Holdings plc


2016 compared with 2015
Adjusted profit before tax of $5.2bn was $0.3bn or 5% lower compared with 2015. This was driven by lower revenue in Wealth Management, together with higher LICs, while operating expenses were broadly unchanged.
Adjusted revenue of $18.5bn was $0.3bn or 2% lower, as growth in Retail Banking revenue resulted in higher net interest income, but this was more than offset by a fall in Wealth Management, notably in net fee income.
Revenue of $5.3bn in Wealth Management fell by $0.5bn or 8% , which resulted from:
lower investment distribution revenue (down $0.3bn to $2.9bn ), mainly in Hong Kong as a result of lower fee income from mutual fund and retail securities turnover reflecting weaker market sentiment. This compared with a strong performance in the first half of 2015.
lower revenue in insurance manufacturing (down $0.1bn or 9% to $1.4bn ), mainly in other income reflecting higher adverse market impacts compared with 2015. This was partly offset by the value of new business.
 
Revenue of $12.7bn in Retail Banking increased by $0.2bn or 1% resulted from:
income in current accounts, savings and deposits of $5.2bn increased by $0.4bn or 8% , reflecting increased net interest income as a result of strong growth in balances, notably in Hong Kong and the UK. We also benefited from wider deposit spreads in Hong Kong and Mexico.
This was partly offset by:
lower personal lending revenue of $7.5bn fell by $0.2bn or 3% , despite growth in balances, notably in Hong Kong, the UK and Mexico. The reduction in revenue primarily reflected spread compression, mainly in the UK.
Adjusted LICs of $1.1bn increased by $0.1bn or 12% , mainly in Mexico reflecting our strategic focus on growing unsecured lending, as well as an increase in delinquency rates.
Adjusted operating expenses of $12.2bn were $0.1bn or 1% lower as inflation and investments were substantially offset by transformational and other cost-saving initiatives.

A breakdown of RBWM by business unit is presented below to reflect the basis of how the revenue performance of the business units is assessed and managed.
RBWM – adjusted profit before tax data
 
 
Consists of
 
 
Total
RBWM

Banking
operations

Insurance manufacturing

Asset
management

 
Footnote
$m

$m

$m

$m

Year ended 31 Dec 2017
 
 
 
 
 
Net operating income before loan impairment charges and other credit risk provisions
3
20,287

17,235

1,997

1,055

– net interest income
 
13,959

11,947

2,012


– net fee income/(expense)
 
5,156

4,642

(494
)
1,008

– other income
 
1,172

646

479

47

LICs
 
(980
)
(980
)


Net operating income
 
19,307

16,255

1,997

1,055

Total operating expenses
 
(12,847
)
(11,748
)
(408
)
(691
)
Operating profit
 
6,460

4,507

1,589

364

Income from associates
 
18

7

11


Profit before tax
 
6,478

4,514

1,600

364

 
 
 
 
 
 
Year ended 31 Dec 2016
 
 
 
 
 
Net operating income before loan impairment charges and other credit risk provisions
3
18,542

16,029

1,526

987

– net interest income
 
12,919

11,015

1,895

9

– net fee income/(expense)
 
4,755

4,361

(538
)
932

– other income
 
868

653

169

46

LICs
 
(1,142
)
(1,142
)


Net operating income
 
17,400

14,887

1,526

987

Total operating expenses
 
(12,181
)
(11,147
)
(374
)
(660
)
Operating profit
 
5,219

3,740

1,152

327

Income from associates
 
20


20


Profit before tax
 
5,239

3,740

1,172

327

For footnote, see page 85 .

HSBC Holdings plc
71


Report of the Directors | Financial summary

Insurance manufacturing
RBWM insurance manufacturing performance reported above excludes insurance manufacturing related adjusted net operating income of $202m (2016: $167m) and adjusted profit before tax of $145m (2016: $117m) contributed by other global businesses.
Of the total RBWM insurance manufacturing adjusted revenue of $1,997m, $1,893m was disclosed within Wealth Management (2016: $1,401m) and $104m within Other (2016: $125m) in the Management view of adjusted revenue on page 18 .
Annualised new business premiums of $2,805m (2016: $2,626m) were generated in Insurance manufacturing, of which $2,730m (2016: $2,557m) related to RBWM.
Distribution of insurance products by HSBC channels contributed $1,035m of net fee income (2016: $1,034m) of which RBWM channels earned $911m (2016: $909m). Of this total income, $629m was in respect of HSBC manufactured products (2016: $612m) and a corresponding fee expense is therefore recognised within insurance manufacturing.
Commercial Banking
2017 compared with 2016
Adjusted profit before tax of $6.8bn was $0.9bn or 15% higher, reflecting higher revenue and lower LICs. This was partly offset by an increase in operating expenses. We achieved positive jaws of 1.3% .
Adjusted revenue of $13.2bn was $0.6bn or 5% higher, notably in net interest income, as strong growth in GLCM and increased revenue in C&L were partly offset by a reduction in GTRF revenue.
In GLCM, revenue increased by $536m or 13% to $4.8bn , notably in Hong Kong and mainland China, as higher net interest income reflected wider spreads. Average balances grew 5%, reflecting customer deposit retention and new customer acquisitions. In the UK, average balance sheet growth of 10% was more than offset by narrower spreads due to the impact of the base rate reduction in 2016.
In C&L, revenue increased by $52m or 1% to $5.1bn . In the UK, net interest income increased as lending growth more than offset narrower spreads. By contrast, revenue in Asia was lower, mainly driven by lower net interest income, as balance growth in Hong Kong was more than offset by the effects of spread compression in Hong Kong and mainland China, in part reflecting competitive pressures. Revenue in the US was lower, as we reposition the portfolio towards higher returns.
In GTRF, revenue was $21m or 1% lower at $1.8bn , representing a stabilisation in performance following a challenging 2016. Notably, revenue increased in both Asia and the UK, reflecting balance sheet growth. However, this was more than offset by a reduction in revenue in the Middle East and North Africa (‘MENA’), reflecting the effect of managed customer exits in the UAE.
Adjusted LICs of $0.5bn were $0.5bn or 49% lower, notably in North America and the UK, primarily related to exposures in the oil and gas sectors, and were also lower in France and Spain. In Asia, lower LICs in Singapore and mainland China were largely offset by higher LICs in Hong Kong, across various sectors.
Adjusted operating expenses of $5.9bn were $0.2bn or 3% higher. This reflected our continued investment in Global Standards and digital capabilities, as well as inflation . This was partly offset by a reduction from our cost-saving initiatives.
Adjusted RWAs increased by 5% to $301bn reflecting growth in lending, mainly in Asia and Europe, in part funded through management initiatives which reduced RWAs by $14 bn.


 
2016 compared with 2015
Adjusted profit before tax of $5.9bn was $0.7bn or 13% higher than in 2015 primarily because of lower LICs, and revenue growth despite lower levels of global trade. We achieved positive adjusted jaws of 2.3% , as revenue grew by 0.9% , while costs fell by 1.4%.
Adjusted revenue rose by $0.1bn (or 1% ) to $12.6bn , reflecting an increase in net interest income in GLCM and C&L, partly offset by lower net fee income in GTRF.
In GLCM revenue increased by $170m (or 4% ) to $4.2bn , from growth in net interest income arising from increased balances and wider spreads in Hong Kong, also higher in the UK from strong balance growth, partly offset by narrower spreads. Net interest income fell in Canada and France as a result of narrower spreads.
Revenue in C&L increased by $75m (or 2% ) to $5.0bn , reflecting increased net interest income from continued loan growth in the UK, also higher in Mexico as a result of balance growth and wider spreads.
This was partly offset by:
In GTRF, revenue decreased by $201m (or 10% ) to $1.8bn , mainly reflecting lower net fee income as a result of customer and product repositioning in Hong Kong, also lower in the UAE from managed customer exits.
Adjusted LICs of $1.0bn reduced by $0.5bn or 33% as 2016 included lower levels of individually assessed LICs, notably in Indonesia, where charges in 2015 related to a small number of exposures in a number of sectors. Lower charges in both the UK and the UAE also contributed to the reduction in individually assessed LICs. In addition, LICs in 2016 included a net release of collective allowances, notably in the oil and gas sector in the US and Canada, the UAE and Asia. This reflected a more positive outlook for this sector. By contrast, in 2015 we increased our collective allowances on exposures related to the oil and gas sector.
Adjusted operating expenses were $0.1bn or 1% lower compared with 2015 as the effect of inflation and investment in Global Standards was more than offset by ongoing cost discipline and the impact of our transformation initiatives.
Management initiatives drove a further reduction in RWAs of $23bn in 2016, leading to a cumulative reduction of $46bn since our Investor Update in 2015, $18bn above our target.


72
HSBC Holdings plc


Global Banking and Markets
2017 compared with 2016
Adjusted profit before tax of $5.8bn was $0.3bn or 5% higher, reflecting a strong revenue performance, partly offset by higher operating expenses, while achieving positive adjusted jaws of 1.3% .
Adjusted revenue of $15.1bn was $0.4bn or 3% higher, with growth in all of our businesses. The increase included a net adverse movement of $0.2bn on credit and funding valuation adjustments. Excluding these movements, adjusted revenue increased by $0.6bn or 4% . The increase in revenue primarily reflected the following :
Revenue growth in all of our transaction banking products, notably GLCM (up $0.3bn to $2.2bn ) and Securities Services (up $0.2bn to $1.7bn ). These increases reflected continued momentum as we won and retained client mandates, and benefited from higher interest rates, particularly in Asia and the US.
Global Markets revenue was resilient, (up $33m to $6.7bn ), despite lower volatility in 2017, compared with more robust trading conditions in 2016. In Equities revenue increased by $0.3bn to $1.3bn , as we continued to capture market share from Prime Financing products. This was largely offset by Fixed Income, Currencies and Commodities, where revenue decreased by $0.2bn to $5.4bn , reflecting subdued trading conditions.
Global Banking revenue was marginally higher than 2016 (up $16m to $3.8bn ), reflecting growth in lending balances and continued momentum in investment banking products, which broadly offset the effects of tightening spreads on lending in Asia.
Adjusted LICs of $0.5bn were broadly unchanged from the prior year. LICs in 2017 related to two large corporate exposures in Europe, compared with 2016, which included a small number of individually assessed LICs, notably on exposures in the oil and gas, and mining sectors in the US.
Adjusted operating expenses increased by $0.1bn or 1% to $8.9bn , reflecting higher performance-related pay, pension and severance costs. Our continued cost management and efficiency improvements, and savings from technology investments, broadly offset the effects of inflation.
We have exceeded the RWA reduction target set in our Investor Update in June 2015, with a cumulative reduction in RWAs from management initiatives of $128 bn. This includes a further RWA reduction of $32 bn in 2017. Our adjusted RoRWA improved to 1.9% from 1.7% in 2016.


 
2016 compared with 2015
Adjusted profit before tax of $5.5bn was $206m higher than in 2015, as revenue increased and operating expenses decreased, reflecting transformational cost savings, partly offset by an increase in LICs. We achieved positive adjusted jaws of 4.9% .
Adjusted revenue of $14.7bn rose $0.4bn or 3% , despite adverse movements in credit and funding valuation adjustments compared with favourable movements in 2015 (net effect $237m lower), primarily relating to movements on our own credit spreads on structured liabilities. Excluding these movements, adjusted revenue rose $0.7bn or 5% :
Global Markets revenue increased by $0.6bn or 11% , mainly in Rates (up $0.7bn ) and Credit (up $0.2bn ), as we gained market share in Europe. This was partly in Equities where revenue fell by $0.4bn , primarily reflecting lower trading volumes in Europe and Asia.
In GLCM, revenue increased by $0.1bn from growth in average balances reflecting an increase in client mandates. We also benefited from wider deposit spreads.
Adjusted LICs increased (up $0.4bn ), mainly driven by a small number of individually assessed exposures within the oil and gas, and metals and mining sectors, notably in the first half of 2016 in the US.
Adjusted operating expenses fell by $158m , reflecting reduced performance-related pay, disciplined cost management, efficiency improvements including technology delivery rationalisation, and FTE reductions. These reductions more than offset the investments we made in the business.
Through 2016, we continued to focus on delivery of our RWA reductions, and achieved a reduction of $11bn, which included $39bn through management initiatives, partly offset by business growth.


Global Private Banking
2017 compared with 2016
Adjusted profit before tax of $296m was $24m or 9% higher as a reduction in operating expenses was partly offset by lower revenue. We achieved positive adjusted jaws of 3.2% .
Adjusted revenue of $1.7bn was $45m or 3% lower, mainly due to a reduction in net trading income and net fee income, reflecting the continued impact of client repositioning. Revenue from the markets that we have targeted for growth increased by 10%. This was mainly in Hong Kong, due to growth in investment fee income reflecting increased client activity, and higher net interest income from deposits reflecting wider spreads.
Adjusted LICs of $16m in 2017 primarily related to a single client in the UK.
Adjusted operating expenses of $1.4bn were $85m or 6% lower, mainly as a result of a managed reduction in FTEs and the impact of our cost-saving initiatives.
In 2017, net new money inflows of $15bn in key markets targeted for growth, especially in Hong Kong, were offset by outflows resulting from the repositioning of the business.

HSBC Holdings plc
73


Report of the Directors | Financial summary


2016 compared with 2015
Adjusted profit before tax of $0.3bn fell by $101m or 27% as revenue decreased, partly offset by a reduction in operating expenses.
Adjusted revenue of $1.7bn fell by $0.2bn or 11% , as net fee income from brokerage and trading activity in both Europe and Asia decreased. This reflected the continued impact of our client repositioning actions, in addition to adverse market sentiment and unfavourable market conditions throughout the year.
Adjusted operating expenses of $1.5bn decreased by $106m or 7% , primarily as a result of a managed reduction in FTEs, and the impact of our cost-saving initiatives.
In 2016, we recorded negative net new money of $17bn, primarily reflecting the repositioning of the business. However, in key markets that we have targeted for growth we attracted positive net new money, notably in the UK, Channel Islands and Hong Kong.



74
HSBC Holdings plc


For GPB, a key measure of business performance is client assets, which is presented below.
GPB – reported client assets 35
 
2017

2016

2015

 
$bn

$bn

$bn

At 1 Jan
298

349

365

Net new money

(17
)
1

– of which: areas targeted for growth
15

2

14

Value change
21

(1
)
1

Disposals
(10
)
(24
)

Exchange and other
21

(9
)
(18
)
At 31 Dec
330

298

349

GPB – reported client assets by geography
 
 
2017

2016

2015

 
Footnote
$bn

$bn

$bn

Europe
 
162

147

168

Asia
 
129

108

112

North America
 
39

40

61

Latin America
 

3

8

Middle East
36



At 31 Dec
 
330

298

349

For footnote, see page 85 .
Corporate Centre
2017 compared with 2016
Adjusted profit before tax of $1.7bn was $0.4bn or 17% lower, reflecting lower revenue and higher operating expenses, partly offset by a fall in LICs.
Adjusted revenue fell by $0.4bn or 27% to $1.2bn , mainly due to a decrease of $0.7bn related to the US run-off portfolio with respect to the disposal of the remaining loan portfolio during 2017. In Central Treasury revenue also decreased (down $0.1bn ), due to:
higher interest on our debt (up $0.3 bn), mainly from higher costs of debt issued to meet regulatory requirements; and
a reduction in revenue in BSM ( $0.3 bn) reflecting lower yield rates and increased utilisation of the Group’s surplus liquidity by the global businesses; partly offset by:
favourable fair value movements relating to the economic hedging of interest and exchange rate risk on our long-term debt with long-term derivatives of $0.1 bn, compared with adverse movements of $0.3 bn in 2016.
Other income increased by $0.4 bn, which included revaluation gains on investment properties.
Net loan impairment releases of $182m compared with adjusted LICs of $22m in 2016. This reflected lower LICs in the US run-off portfolio, and higher net releases related to our legacy credit portfolio.
Adjusted operating expenses of $2.1bn were $0.2bn or 8% higher due to investment in regulatory programmes and compliance, partly offset by lower US run-off portfolio costs.
Adjusted income from associates rose by $55m or 2% .


 
2016 compared with 2015
Adjusted profit before tax of $2.0bn was $0.4bn or 15% lower, driven by a fall in revenue and lower income from associates, partly offset by lower operating expenses, notably a reduced charge relating to the UK bank levy.
Adjusted revenue fell by $1.2bn or 41% , partly driven by reductions in our US run-off portfolio (down $0.5bn ) as a result of lower average lending balances and portfolio sales. Revenue also fell in Central Treasury (down $0.3bn ) as a result of:
higher adverse fair value movements relating to the economic hedging of interest and exchange rate risk on our long-term debt with long-term derivatives ($0.2bn); and
higher interest expense on our debt (up $0.3bn), mainly reflecting a higher cost of debt.
Adjusted LICs of $22m were $5m or 19% lower compared with 2015, as increased charges in the US run-off portfolio were offset by higher releases of credit risk provisions in our Legacy Credit portfolio.
Adjusted operating expenses were $0.9bn or 31% lower, partly reflecting the benefits of transformational savings in our technology, operations and other functions, and a lower UK bank levy charge (down $0.5bn).
Adjusted income from associates was $85m or 4% lower, primarily in Saudi Arabia.


HSBC Holdings plc
75


Report of the Directors | Financial summary

Analysis of reported results by geographical regions
HSBC reported profit/(loss) before tax and balance sheet data
 
 
2017
 
 
Europe

Asia

MENA

North America

Latin America

Intra-HSBC
items

Total

 
Footnotes
$m

$m

$m

$m

$m

$m

$m

Net interest income
 
6,970

14,153

1,752

3,441

2,098

(238
)
28,176

Net fee income
 
4,161

5,631

619

1,880

520


12,811

Net trading income
 
3,425

2,944

180

527

405

238

7,719

Other income
33
2,864

3,078

109

865

202

(4,379
)
2,739

Net operating income before loan impairment charges and other credit risk provisions
3
17,420

25,806

2,660

6,713

3,225

(4,379
)
51,445

Loan impairment charges and other credit risk provisions
 
(658
)
(570
)
(207
)
189

(523
)

(1,769
)
Net operating income
 
16,762

25,236

2,453

6,902

2,702

(4,379
)
49,676

Total operating expenses
 
(18,665
)
(11,790
)
(1,394
)
(5,305
)
(2,109
)
4,379

(34,884
)
Operating profit/(loss)
 
(1,903
)
13,446

1,059

1,597

593


14,792

Share of profit in associates and joint ventures
 
39

1,883

442

4

7


2,375

Profit/(loss) before tax
 
(1,864
)
15,329

1,501

1,601

600


17,167

 
 
%

%

%

%

%

 
%

Share of HSBC’s profit before tax
 
(10.8
)
89.3

8.7

9.3

3.5



100.0

Cost efficiency ratio
 
107.1

45.7

52.4

79.0

65.4



67.8

Balance sheet data
 
$m

$m

$m

$m

$m

$m

$m

Loans and advances to customers (net)
 
381,547

425,971

28,050

107,607

19,789


962,964

Total assets
 
1,169,515

1,008,498

57,469

391,292

48,413

(153,416
)
2,521,771

Customer accounts
 
505,182

657,395

34,658

143,432

23,795


1,364,462

Risk-weighted assets
37
311,612

357,808

59,196

131,276

36,372


871,337

 

76
HSBC Holdings plc


 
 
 
 
 
 
 
 
 
HSBC reported profit/(loss) before tax and balance sheet data (continued)
 
 
 
 
 
 
 
2016
 
 
Europe

Asia

MENA

North America

Latin America

Intra-HSBC
items

Total

 
Footnotes
$m

$m

$m

$m

$m

$m

$m

Net interest income
 
8,346

12,490

1,831

4,220

3,006

(80
)
29,813

Net fee income
 
4,247

5,200

709

1,898

723


12,777

Net trading income
 
4,949

3,127

385

462

449

80

9,452

Other income/(expense)
33
(2,026
)
2,503

44

485

(1,492
)
(3,590
)
(4,076
)
Net operating income before loan impairment charges and other credit risk provisions
3
15,516

23,320

2,969

7,065

2,686

(3,590
)
47,966

Loan impairment charges and other credit risk provisions
 
(446
)
(677
)
(316
)
(732
)
(1,229
)

(3,400
)
Net operating income
 
15,070

22,643

2,653

6,333

1,457

(3,590
)
44,566

Total operating expenses
 
(21,845
)
(10,785
)
(1,584
)
(6,147
)
(3,037
)
3,590

(39,808
)
Operating profit/(loss)
 
(6,775
)
11,858

1,069

186

(1,580
)

4,758

Share of profit/(loss) in associates and joint ventures
 
1

1,921

434

(1
)
(1
)

2,354

Profit/(loss) before tax
 
(6,774
)
13,779

1,503

185

(1,581
)

7,112

 
 
%

%

%

%

%

 
%

Share of HSBC’s profit before tax
 
(95.2
)
193.7

21.1

2.6

(22.2
)


100.0

Cost efficiency ratio
 
140.8

46.2

53.4

87.0

113.1



83.0

Balance sheet data
 
$m

$m

$m

$m

$m

$m

$m

Loans and advances to customers (net)
 
336,670

365,430

30,740

111,710

16,954


861,504

– reported in held for sale
 
1,057


474

2,092



3,623

Total assets
 
1,068,446

965,730

60,472

409,021

43,137

(171,820
)
2,374,986

Customer accounts
 
446,615

631,723

34,766

138,790

20,492


1,272,386

– reported in held for sale
 
2,012


701




2,713

Risk-weighted assets
37
298,384

333,987

59,065

150,714

34,341


857,181

 
 
 
 
 
 
 
 
 
 
 
2015
Net interest income
 
9,686

12,184

1,849

4,532

4,318

(38
)
32,531

Net fee income
 
4,702

6,032

822

2,018

1,131


14,705

Net trading income
 
3,968

3,090

418

545

664

38

8,723

Other income
33
2,116

3,997

90

562

479

(3,403
)
3,841

Net operating income before loan impairment charges and other credit risk provisions
3
20,472

25,303

3,179

7,657

6,592

(3,403
)
59,800

Loan impairment charges and other credit risk provisions
 
(519
)
(693
)
(470
)
(544
)
(1,495
)

(3,721
)
Net operating income
 
19,953

24,610

2,709

7,113

5,097

(3,403
)
56,079

Total operating expenses
 
(19,274
)
(10,889
)
(1,721
)
(6,501
)
(4,786
)
3,403

(39,768
)
Operating profit
 
679

13,721

988

612

311


16,311

Share of profit/(loss) in associates and joint ventures
 
9

2,042

504

2

(1
)

2,556

Profit before tax
 
688

15,763

1,492

614

310


18,867

 
 
%

%

%

%

%

 
%

Share of HSBC’s profit before tax
 
3.6

83.5

7.9

3.3

1.7



100.0

Cost efficiency ratio
 
94.1

43.0

54.1

84.9

72.6



66.5

Balance sheet data
38
$m

$m

$m

$m

$m

$m

$m

Loans and advances to customers (net)
 
385,037

356,375

36,898

128,851

17,293


924,454

– reported in held for sale
 



2,020

17,001


19,021

Total assets
 
1,121,401

889,747

70,157

393,960

86,262

(151,871
)
2,409,656

Customer accounts
 
491,520

598,620

42,824

135,152

21,470


1,289,586

– reported in held for sale
 



1,588

15,094


16,682

Risk-weighted assets
37
327,219

459,680

70,585

191,611

73,425


1,102,995

For footnotes, see page 85 .

HSBC Holdings plc
77


Report of the Directors | Financial summary

Reconciliation of reported and adjusted items – geographical regions
Reconciliation of reported and adjusted items


2017


Europe

Asia

MENA

North
America*

Latin
America

Total

UK

Hong
Kong


Footnotes
$m

$m

$m

$m

$m

$m

$m

$m

Revenue
3
















Reported  
39
17,420

25,806

2,660

6,713

3,225

51,445

12,922

16,117

Significant items

64

121

1

(93
)
(14
)
79

54

(51
)
– customer redress programmes
 
108





108

108


– DVA on derivative contracts

211

123

1

34

4

373

179

43

– fair value movements on non-qualifying hedges
32
(157
)
25


3

1

(128
)
(155
)
32

– gain on disposal of our investment in Vietnam Technological and Commercial Joint Stock Bank


(126
)



(126
)

(126
)
– gain on disposal of our membership interest in Visa – US




(308
)

(308
)


– investment in new businesses


99




99



– portfolio disposals

(20
)


178


158



– gain on disposal of operations in Brazil
 




(19
)
(19
)


– other acquisitions, disposals and dilutions

(78
)




(78
)
(78
)

Adjusted  
39
17,484

25,927

2,661

6,620

3,211

51,524

12,976

16,066

LICs

















Reported

(658
)
(570
)
(207
)
189

(523
)
(1,769
)
(492
)
(396
)
Adjusted

(658
)
(570
)
(207
)
189

(523
)
(1,769
)
(492
)
(396
)
Operating expenses

















Reported  
39
(18,665
)
(11,790
)
(1,394
)
(5,305
)
(2,109
)
(34,884
)
(15,086
)
(6,131
)
Significant items

2,804

640

34

200

66

3,744

2,469

308

– costs associated with portfolio disposals

36



17


53



– costs associated with the UK’s exit from the EU

28





28

18


– costs to achieve

1,908

623

34

371

66

3,002

1,766

291

– costs to establish UK ring-fenced bank

392





392

392


– customer redress programmes
 
655





655

655


– gain on partial settlement of pension obligation
 



(188
)

(188
)


– regulatory provisions in GPB
 
147

17




164


17

– settlements and provisions in connection with legal matters

(362
)




(362
)
(362
)

Adjusted  
39
(15,861
)
(11,150
)
(1,360
)
(5,105
)
(2,043
)
(31,140
)
(12,617
)
(5,823
)
Share of profit in associates and joint ventures

















Reported

39

1,883

442

4

7

2,375

38

8

Adjusted

39

1,883

442

4

7

2,375

38

8

Profit/(loss) before tax

















Reported

(1,864
)
15,329

1,501

1,601

600

17,167

(2,618
)
9,598

Significant items

2,868

761

35

107

52

3,823

2,523

257

– revenue

64

121

1

(93
)
(14
)
79

54

(51
)
– operating expenses

2,804

640

34

200

66

3,744

2,469

308

Adjusted
40
1,004

16,090

1,536

1,708

652

20,990

(95
)
9,855

*
Of which US Principal: adjusted revenue $4,737m (RBWM: $1,194m; CMB: $947m; GB&M $1,951m; GPB: $317m); adjusted LICs $118m; adjusted operating expenses $(3,936)m; adjusted PBT $920m (RBWM: $(58)m; CMB: $432m; GB&M $527m; GPB: $64m); adjusted RWAs (RBWM: $11.0bn; CMB: $25.1bn; GB&M $45.2bn; GPB: $4.2bn; Corporate Centre: $10.0bn).
 
Of which Mexico: adjusted revenue $2,164m (RBWM: $1,442m; CMB: $350m; GB&M $284m); adjusted LICs $(473)m; adjusted operating expenses $(1,251)m; adjusted PBT $440m (RBWM: $147m; CMB: $105m; GB&M $162m); adjusted RWAs (RBWM: $6.9bn; CMB: $5.9bn; GB&M $8.3bn; Corporate Centre: $2.8bn).

78
HSBC Holdings plc


Reconciliation of reported and adjusted items (continued)


2016


Europe

Asia

MENA

North
America*

Latin
America

Total

UK

Hong
Kong


Footnotes
$m

$m

$m

$m

$m

$m

$m

$m

Revenue
3
















Reported  
39
15,516

23,320

2,969

7,065

2,686

47,966

10,893

14,014

Currency translation
39
(545
)
8

(363
)
32

130

(736
)
(668
)
(53
)
Significant items

1,848

(7
)
(9
)
155

73

2,060

1,898

(1
)
– customer redress programmes
 
(2
)




(2
)
(2
)

– DVA on derivative contracts

(56
)
(15
)

9

36

(26
)
(63
)
(22
)
– fair value movements on non-qualifying hedges
32
563

17


107


687

532

26

– gain on the disposal of our membership
interest in Visa – Europe

(573
)

(11
)


(584
)
(441
)

– gain on disposal of our membership
interest in Visa – US




(116
)

(116
)


– own credit spread
25
1,782

(8
)

18


1,792

1,769

(5
)
– portfolio disposals

26



137


163



– loss and trading results from disposed-of
operations in Brazil





273

273



– currency translation on significant items

108

(1
)
2


(236
)
(127
)
103


Adjusted  
39
16,819

23,321

2,597

7,252

2,889

49,290

12,123

13,960

LICs

















Reported

(446
)
(677
)
(316
)
(732
)
(1,229
)
(3,400
)
(245
)
(321
)
Currency translation

27

(3
)
27

1

(113
)
(61
)
33

1

Significant items





867

867



– trading results from disposed-of operations in Brazil





748

748



– currency translation on significant items





119

119



Adjusted

(419
)
(680
)
(289
)
(731
)
(475
)
(2,594
)
(212
)
(320
)
Operating expenses

















Reported  
39
(21,845
)
(10,785
)
(1,584
)
(6,147
)
(3,037
)
(39,808
)
(14,562
)
(5,646
)
Currency translation
39
300

11

143

(21
)
(100
)
331

367

22

Significant items

6,611

434

90

991

1,267

9,393

2,642

182

– costs associated with portfolio disposals

28





28



– costs to achieve

2,098

476

103

402

39

3,118

1,838

229

– costs to establish UK ring-fenced bank

223





223

223


– customer redress programmes
 
559





559

559


– impairment of GPB – Europe goodwill

3,240





3,240



– regulatory provisions in GPB

390

(46
)



344


(46
)
– settlements and provisions in connection
with legal matters

94



587


681

50


– trading results from disposed-of operations
in Brazil





1,059

1,059



– currency translation on significant items

(21
)
4

(13
)
2

169

141

(28
)
(1
)
Adjusted  
39
(14,934
)
(10,340
)
(1,351
)
(5,177
)
(1,870
)
(30,084
)
(11,553
)
(5,442
)
Share of profit in associates and joint ventures

















Reported

1

1,921

434

(1
)
(1
)
2,354

1

22

Currency translation

1

(34
)



(33
)
1

(1
)
Significant items





1

1



– trading results from disposed-of operations
in Brazil





1

1



– currency translation on significant items









Adjusted

2

1,887

434

(1
)

2,322

2

21

Profit/(loss) before tax

















Reported

(6,774
)
13,779

1,503

185

(1,581
)
7,112

(3,913
)
8,069

Currency translation

(217
)
(18
)
(193
)
12

(83
)
(499
)
(267
)
(31
)
Significant items

8,459

427

81

1,146

2,208

12,321

4,540

181

– revenue

1,848

(7
)
(9
)
155

73

2,060

1,898

(1
)
– LICs





867

867



– operating expenses

6,611

434

90

991

1,267

9,393

2,642

182

– share of profit in associates and joint ventures





1

1



Adjusted

1,468

14,188

1,391

1,343

544

18,934

360

8,219

*
Of which US Principal: adjusted revenue $4,698m (RBWM: $1,161m; CMB: $981m; GB&M $1,979m; GPB: $303m); adjusted LICs $(503)m; adjusted operating expenses $(3,808)m; adjusted PBT $387m (RBWM: $(81)m; CMB: $341m; GB&M $100m; GPB: $67m); adjusted RWAs (RBWM: $11.0bn; CMB: $26.8bn; GB&M $48.3bn; GPB: $4.1bn; Corporate Centre: $13.6bn).
Of which Mexico: adjusted revenue $1,949m (RBWM: $1,285m; CMB: $336m; GB&M $217m; GPB: $13m); adjusted LICs $(450)m; adjusted operating expenses $(1,225)m; adjusted PBT $274m (RBWM: $100m; CMB: $83m; GB&M $79m; GPB: $5m); adjusted RWAs (RBWM: $6.4bn; CMB: $6.3bn; GB&M $6.7bn; Corporate Centre: $1.7bn).

HSBC Holdings plc
79


Report of the Directors | Financial summary

Reconciliation of reported and adjusted items (continued)


2015


Europe

Asia

MENA

North
America

Latin
America

Total

UK

Hong
Kong


Footnotes
$m

$m

$m

$m

$m

$m

$m

$m

Revenue
3
















Reported
39
20,472

25,303

3,179

7,657

6,592

59,800

15,493

15,616

Currency translation
39
(2,263
)
(330
)
(497
)
(30
)
(685
)
(3,727
)
(2,298
)
(74
)
Significant items

(611
)
(1,425
)
(10
)
98

(3,703
)
(5,651
)
(546
)
(1,378
)
– customer redress programmes
 
10





10

10


– DVA on derivative contracts

(95
)
(58
)
(1
)
(21
)
(55
)
(230
)
(78
)
(13
)
– fair value movements on non-qualifying hedges
32
200

2


124

1

327

204

6

– gain on the partial sale of shareholding in Industrial Bank


(1,372
)



(1,372
)

(1,372
)
– own credit spread
25
(771
)
(3
)
(9
)
(219
)

(1,002
)
(731
)
(4
)
– portfolio disposals




214


214



– trading results from disposed-of operations in Brazil





(3,532
)
(3,532
)


– currency translation on significant items

45

6



(117
)
(66
)
49

5

Adjusted
39
17,598

23,548

2,672

7,725

2,204

50,422

12,649

14,164

LICs

















Reported

(519
)
(693
)
(470
)
(544
)
(1,495
)
(3,721
)
(248
)
(155
)
Currency translation

24

11

47

(5
)
50

127

34

1

Significant items





1,015

1,015



– trading results from disposed-of operations in Brazil





965

965



– currency translation on significant items





50

50



Adjusted

(495
)
(682
)
(423
)
(549
)
(430
)
(2,579
)
(214
)
(154
)
Operating expenses

















Reported
39
(19,274
)
(10,889
)
(1,721
)
(6,501
)
(4,786
)
(39,768
)
(15,555
)
(5,686
)
Currency translation
39
1,668

191

223

13

417

2,434

1,698

30

Significant items

2,115

131

14

851

2,766

5,877

1,858

48

– costs to achieve

600

122

14

103

69

908

536

43

– costs to establish the UK ring-fenced bank

89





89

89


– customer redress programmes
 
541





541

541


– regulatory provisions in GPB

172





172



– restructuring and other related costs

68

8

1

34

6

117

50

6

– settlements and provisions in connection with legal matters

935



714


1,649

935


– trading results from disposed-of operations in Brazil





2,579

2,579



– currency translation on significant items

(290
)
1

(1
)

112

(178
)
(293
)
(1
)
Adjusted
39
(15,491
)
(10,567
)
(1,484
)
(5,637
)
(1,603
)
(31,457
)
(11,999
)
(5,608
)
Share of profit in associates and joint ventures

















Reported

9

2,042

504

2

(1
)
2,556

10

31

Currency translation


(149
)



(149
)
(1
)

Significant items





2

2



– trading results from disposed-of operations in Brazil





1

1



– currency translation on significant items





1

1



Adjusted

9

1,893

504

2

1

2,409

9

31

Profit/(loss) before tax

















Reported

688

15,763

1,492

614

310

18,867

(300
)
9,806

Currency translation

(571
)
(277
)
(227
)
(22
)
(218
)
(1,315
)
(567
)
(43
)
Significant items

1,504

(1,294
)
4

949

80

1,243

1,312

(1,330
)
– revenue

(611
)
(1,425
)
(10
)
98

(3,703
)
(5,651
)
(546
)
(1,378
)
– LICs





1,015

1,015



– operating expenses

2,115

131

14

851

2,766

5,877

1,858

48

– share of profit in associates and joint ventures





2

2



Adjusted

1,621

14,192

1,269

1,541

172

18,795

445

8,433

For footnotes, see page 85 .

80
HSBC Holdings plc


Analysis of reported results by country
Profit/(loss) before tax by priority markets within global businesses
 
 
 
 
 
 
Retail Banking
and Wealth
Management

Commercial
Banking

Global
Banking
and Markets

Global
Private
Banking

Corporate
Centre



Total

 
Footnotes
$m

$m

$m

$m

$m

$m

Europe
 
(159
)
1,899

777

(231
)
(4,150
)
(1,864
)
– UK
 
(177
)
1,539

192

(23
)
(4,149
)
(2,618
)
   of which: HSBC Holdings
41
(658
)
(372
)
(739
)
(89
)
(3,308
)
(5,166
)
– France
 
(12
)
204

228

5

(156
)
269

– Germany
 
21

61

141

9

39

271

– Switzerland
 
(2
)
7

1

(192
)
2

(184
)
– other
 
11

88

215

(30
)
114

398

Asia
 
5,372

3,394

3,135

285

3,143

15,329

– Hong Kong
 
5,039

2,460

1,357

257

485

9,598

– Australia
 
122

101

108

(1
)
35

365

– India
 
21

159

362


374

916

– Indonesia
 
(24
)
76

98


30

180

– mainland China
 
(44
)
161

387

(4
)
1,988

2,488

– Malaysia
 
85

50

162


28

325

– Singapore
 
69

94

202

34

64

463

– Taiwan
 
43

10

107

(1
)
40

199

– other
 
61

283

352


99

795

Middle East and North Africa
 
144

199

593


565

1,501

– Egypt
 
26

69

164


46

305

– UAE
 
110

53

268


48

479

– Saudi Arabia
 




441

441

– other
 
8

77

161


30

276

North America
 
305

932

671

67

(374
)
1,601

– US
 
166

435

494

66

(444
)
717

– Canada
 
61

453

132


43

689

– other
 
78

44

45

1

27

195

Latin America
 
161

199

259


(19
)
600

– Mexico
 
139

105

158


(12
)
390

– other
 
22

94

101


(7
)
210

Year ended 31 Dec 2017
 
5,823

6,623

5,435

121

(835
)
17,167

 
 
 
 
 
 
 
 
Europe
 
524

2,129

1,009

(3,695
)
(6,741
)
(6,774
)
– UK
 
338

1,834

385

86

(6,556
)
(3,913
)
   of which: HSBC Holdings
41, 42
(676
)
(379
)
(425
)
(63
)
(3,748
)
(5,291
)
– France
 
147

198

289

9

(53
)
590

– Germany
 
23

68

142

7

13

253

– Switzerland
 

9


(493
)
(7
)
(491
)
– other
 
16

20

193

(3,304
)
(138
)
(3,213
)
Asia
 
4,115

2,920

3,211

268

3,265

13,779

– Hong Kong
 
3,796

2,191

1,298

221

563

8,069

– Australia
 
108

74

156


31

369

– India
 
15

123

355

10

240

743

– Indonesia
 
(9
)
66

110


11

178

– mainland China
 
(72
)
68

456

(3
)
2,158

2,607

– Malaysia
 
65

65

172


53

355

– Singapore
 
107

43

170

42

77

439

– Taiwan
 
24

10

102

(1
)
13

148

– other
 
81

280

392

(1
)
119

871

Middle East and North Africa
 
20

290

652


541

1,503

– Egypt
 
58

104

213


79

454

– UAE
 
83

94

298


5

480

– Saudi Arabia
 
1




434

435

– other
 
(122
)
92

141


23

134

North America
 
64

648

259

90

(876
)
185

– US
 
(28
)
336

86

67

(932
)
(471
)
– Canada
 
46

292

155


47

540

– other
 
46

20

18

23

9

116

Latin America
 
(136
)
59

309

9

(1,822
)
(1,581
)
– Mexico
 
94

84

79

5

(15
)
247

– other
 
(230
)
(25
)
230

4

(1,807
)
(1,828
)
of which: Brazil
 
(281
)
(139
)
176

4

(1,836
)
(2,076
)
Year ended 31 Dec 2016
 
4,587

6,046

5,440

(3,328
)
(5,633
)
7,112


HSBC Holdings plc
81


Report of the Directors | Financial summary

Profit/(loss) before tax by priority markets within global businesses (continued)
 
 
 
 
 
Retail Banking
and Wealth
Management

Commercial
Banking

Global
Banking
and Markets

Global Private Banking

Corporate
Centre

Total

 
Footnotes
$m

$m

$m

$m

$m

$m

Europe
 
914

1,953

122

(93
)
(2,208
)
688

– UK
 
560

1,722

(361
)
126

(2,347
)
(300
)
   of which: HSBC Holdings
41, 42
(530
)
(399
)
(274
)
(91
)
(2,892
)
(4,186
)
– France
 
357

130

84

14

54

639

– Germany
 
23

66

137

20

(7
)
239

– Switzerland
 

8


(267
)
43

(216
)
– other
 
(26
)
27

262

14

49

326

Asia
 
4,154

2,843

3,653

252

4,861

15,763

– Hong Kong
 
3,811

2,317

1,629

177

1,872

9,806

– Australia
 
60

51

232


30

373

– India
 
(25
)
79

321

14

217

606

– Indonesia
 
(6
)
(128
)
76


51

(7
)
– mainland China
 
32

97

574

(3
)
2,360

3,060

– Malaysia
 
118

78

196


50

442

– Singapore
 
105

81

193

65

63

507

– Taiwan
 
10

17

113


15

155

– other
 
49

251

319

(1
)
203

821

Middle East and North Africa
 
(1
)
188

610

2

693

1,492

– Egypt
 
50

92

179


89

410

– UAE
 
85

(24
)
270


36

367

– Saudi Arabia
 
2




498

500

– other
 
(138
)
120

161

2

70

215

North America
 
(23
)
445

444

59

(311
)
614

– US
 
(112
)
194

319

64

(424
)
41

– Canada
 
57

240

101


87

485

– other
 
32

11

24

(5
)
26

88

Latin America
 
(245
)
156

329

3

67

310

– Mexico
 
70

(8
)
(70
)
(2
)
42

32

– other
 
(315
)
164

399

5

25

278

– of which: Brazil
 
(344
)
13

341

6

(11
)
5

Year ended 31 Dec 2015
 
4,799

5,585

5,158

223

3,102

18,867

For footnotes, see page 85 .

82
HSBC Holdings plc


Other information
 
 
Page
Funds under management and assets held in custody
61
Taxes paid by region and country
83
Conduct-related matters
84
Carbon dioxide emissions
84
Disclosure controls
78
Management’s assessment of internal controls over financial reporting
79
Funds under management and assets held
in custody
Funds under management
 
 
2017

2016

 
Footnote
$bn

$bn

Funds under management
43
 
 
At 1 Jan
 
831

896

Net new money
 
2

(8
)
Value change
 
77

25

Exchange and other
 
33

(40
)
Disposals
 
0

(42
)
At 31 Dec
 
943

831

Funds under management by business
 
 
 
Global Asset Management
 
462

410

Global Private Banking
 
258

222

Affiliates
 
4

2

Other
 
219

197

At 31 Dec
 
943

831

For footnote, see page 85 .
Funds under management (‘FuM’) represents assets managed, either actively or passively, on behalf of our customers. At 31 December 2017, FuM amounted to $943bn, an increase of 13% as a result of favourable market performance and favourable foreign currency movements.
Global Asset Management FuM increased by 13% to $462bn compared with 31 December 2016. Excluding foreign currency movements, FuM increased by 6% primarily as a result of positive market performance, with net new money from our retail and institutional customers mainly from fixed income and multi asset products in Asia and money market solutions in North America, partly offset by net outflows from our customers in Europe.
GPB FuM increased by 16% to $258bn compared with 31 December 2016. Excluding currency translation, FuM increased by 6%, reflecting the market performance and the positive net new money in areas targeted for growth, mainly Hong Kong. This was partly offset by the ongoing repositioning of our client base.
Other FuM, of which the main element is a corporate trust business in Asia, increased by 11% to $219bn.
Assets held in custody 43 and under administration
Custody is the safekeeping and servicing of securities and other financial assets on behalf of clients. At 31 December 2017, we held assets as custodian of $7.7tn, 24% higher than the $6.3tn held at 31 December 2016. The increase was mainly driven by net asset inflows and favourable foreign exchange movements in Asia and Europe, together with the onboarding of new clients in North America and Asia.
Our Assets Under Administration business, which includes the provision of bond and loan administration services and the valuation of portfolios of securities and other financial assets on behalf of clients, complements the Custody business. At 31 December 2017, the value of assets held under administration by the Group amounted to $3.6tn. This was 19% higher than the $3.0tn held at 31 December 2016. The increase was mainly driven
 
by net asset inflows in Europe and Asia together with favourable foreign exchange movements in Europe.

Taxes paid by region and country
The following tables reflect a geographical view of HSBC’s operations.
Taxes paid by HSBC relate to HSBC’s own tax liabilities including tax on profits earned, employer taxes, bank levy and other duties/levies such as stamp duty. Numbers are reported on a cash flow basis.
Taxes paid by country
 
 
2017

2016

2015

 
Footnote
$m

$m

$m

Europe
44
3,340

3,151

3,644

– UK
 
2,654

2,385

2,526

of which: HSBC Holdings
 
1,078

1,253

1,348

– France
 
530

553

620

– Germany
 
140

124

108

– Switzerland
 
(67
)
34

92

– other
 
83

55

298

Asia
 
2,277

2,755

2,780

– Hong Kong
 
1,043

1,488

1,415

– Australia
 
142

147

173

– mainland China
 
227

241

277

– India
 
297

315

285

– Indonesia
 
84

46

70

– Malaysia
 
81

99

92

– Singapore
 
64

85

80

– Taiwan
 
42

35

53

– other
 
297

299

335

Middle East and North Africa
 
419

293

449

– Saudi Arabia
 
170

60

151

– UAE
 
101

89

120

– Egypt
 
58

97

136

– other
 
90

47

42

North America
 
317

276

353

– US
 
134

135

127

– Canada
 
182

141

226

– other
 
1



Latin America
 
443

965

1,184

– Mexico
 
129

79

91

– other
 
314

886

1,093

of which: Brazil
 
36

658

735

Year ended 31 Dec
 
6,796

7,440

8,410

For footnote, see page 85 .

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Report of the Directors | Financial summary

Conduct-related matters
Conduct-related costs included in significant items
 
2017

2016

2015

 
$m

$m

$m

Income statement
 
 
 
Net interest income/(expense)
(108
)
2

(10
)
– customer redress programmes
(108
)
2

(10
)
Operating expenses
 
 
 
Comprising:


 
 
Legal proceedings and regulatory matters
(198
)
1,025

1,821

– regulatory provisions in GPB
164

344

172

– settlements and provisions in connection with legal matters
(362
)
681

1,649

Customer redress programmes
655

559

541

Total operating expenses
457

1,584

2,362

Total charge for the year relating to significant items
565

1,582

2,372

– of which:
 
 
 
total provisions charge for the year
565

1,584

2,362

total provisions utilised during the year
1,136

2,265

1,021

Balance sheet at 31 Dec
 
 
 
Total provisions
2,595

3,056

3,926

– legal proceedings and regulatory matters
1,248

2,060

2,729

– customer redress programmes
1,347

996

1,197

Accruals, deferred income and other liabilities
20

106

168

The table above provides a summary of conduct-related costs incurred and included within significant items (see pages 35 and  42 ).
The HSBC approach to conduct is designed to ensure that through our actions and behaviours we deliver fair outcomes for our customers and do not disrupt the orderly and transparent operation of financial markets. The Board places a strong emphasis on conduct, requiring adherence to high behavioural standards and adhering to the HSBC Values. Board oversight of conduct matters is provided by the Conduct & Values Committee, which oversees the embedding of HSBC Values and our required global conduct outcomes, and the Remuneration Committee, which considers conduct and compliance-related matters relevant to remuneration. These committees’ reports may be found on pages  176 to 178 .
The management of business conduct and the steps taken to raise standards are described on page 117 under ‘Regulatory compliance risk management’.
Provisions relating to significant items raised for conduct costs in 2017 resulted from the ongoing consequences of a small number of historical events.
Operating expenses included significant items related to conduct matters in respect of legal proceedings and regulatory matters of $(0.2)bn and customer remediation costs of $0.7bn. This included the release of provisions recognised in prior years in relation to the regulatory investigations into HSBC’s historical foreign exchange activities giving rise to a civil money penalty order in September 2017 with the Federal Reserve Board, and the three-year deferred prosecution agreement with the US Department of Justice in January 2018. For further details on payment protection insurance and legal proceedings and regulatory matters, see Notes  26 and 34 on the Financial Statements, respectively.
Carbon dioxide emissions
We report our carbon emissions with reference to the GHG Protocol including the amendments to Scope 2 Guidance which incorporate market-based emission methodology. We report carbon dioxide emissions resulting from energy use in our buildings and employees’ business travel.
In 2017, we collected data on energy use and business travel for our operations in 28 countries, which accounted for approximately 93% of our full-time employees (‘FTEs’). To estimate the emissions of our operations in countries where we have operational control
 
and a small presence, we scale up the emissions data from 93% to 100%.
We then apply emission uplift rates to reflect uncertainty concerning the quality and coverage of emission measurement and estimation. The rates are 4% for electricity, 10% for other energy and 6% for business travel. This is consistent both with the Intergovernmental Panel on Climate Change’s Good Practice Guidance and Uncertainty Management in National Greenhouse Gas Inventories and our internal analysis of data coverage and quality.
Carbon dioxide emissions in tonnes
 
2017

2016

Total
580,000

617,000

From energy
473,000

529,000

From travel
107,000

88,000

Carbon dioxide emissions in tonnes per FTE
 
2017

2016

Total
2.49

2.63

From energy
2.03

2.25

From travel
0.46

0.38

The reduction in our carbon emissions continues to be driven by energy efficiency initiatives, as well as our procurement of electricity from renewable sources under Power Purchase Agreements. Travel emissions increased after a record low in 2016.
Our greenhouse gas reporting year runs from October to September. For the year from 1 October 2016 to 30 September 2017, carbon dioxide emissions from our global operations were 580,000 tonnes. Independent assurance of our carbon dioxide emissions will be available in the first half of 2018 on our website.

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Disclosure controls
The Group Chief Executive and Group Finance Director, with the assistance of other members of management, carried out an evaluation of the effectiveness of the design and operation of HSBC Holdings’ disclosure controls and procedures as at 31 December 2017. Based upon that evaluation, the Group Chief Executive and Group Finance Director concluded that the disclosure controls and procedures at 31 December 2017 were effective to provide reasonable assurance that information required to be disclosed in the reports that the company files and submits under the US Securities Exchange Act of 1934, as amended, is recorded, processed, summarised and reported as and when required. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
There have been no changes in HSBC Holdings’ internal control over financial reporting during the year ended 31 December 2017 that have materially affected, or are reasonably likely to materially affect, HSBC Holdings’ internal control over financial reporting.
Management’s assessment of internal
controls over financial reporting
Management is responsible for establishing and maintaining an adequate internal control structure and procedures for financial reporting, and has completed an assessment of the effectiveness of the Group’s internal controls over financial reporting for the year ended 31 December 2017. In making the assessment, management used the framework for internal control evaluation contained in the Financial Reporting Council’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting (September 2014), as well as the criteria established by the Committee of Sponsoring Organisations of the Treadway Commission (‘COSO’) in ‘Internal Control-Integrated Framework (2013)’.
Based on the assessment performed, management concluded that for the year ended 31 December 2017, the Group’s internal controls over financial reporting were effective.
PricewaterhouseCoopers LLP, which has audited the consolidated financial statements of the Group for the year ended 31 December 2017, has also audited the effectiveness of the Group’s internal control over financial reporting under Auditing Standard No. 5 of the Public Company Accounting Oversight Board (United States) as stated in their report on page 210 .

Footnotes to strategic report, financial
summary, global businesses, geographical
regions and other information
1
Achieved Mexico profit before tax target on a local currency basis; US dollar target set using the 2014 average exchange rate.
2
Further detail on the Monitor can be found on page 118.
3
Net operating income before loan impairment charges and other credit risk provisions, also referred to as revenue.

4
‘Other personal lending’ includes personal non-residential closed-end loans and personal overdrafts.
5
‘Investment distribution’ includes Investments, which comprises mutual funds (HSBC manufactured and third party), structured products and securities trading, and Wealth Insurance distribution, consisting of HSBC manufactured and third-party life, pension and investment insurance products.
6
‘Other’ mainly includes the distribution and manufacturing (where applicable) of retail and credit protection insurance.
7
Adjusted return on average risk-weighted assets (‘RoRWA’) is used to measure the performance of RBWM, CMB, GB&M and GPB. Adjusted RoRWA is calculated using profit before tax and reported average risk-weighted assets at constant currency adjusted for the effects of significant items.
 
8
‘Markets products, Insurance and Investments and Other’ includes revenue from Foreign Exchange, insurance manufacturing and distribution, interest rate management and global banking products.
9
In 2017, credit and funding valuation adjustments included an adverse fair value movement of $546m on the tightening of own credit spreads on structured liabilities (2016: adverse fair value movement of $125m; 2015: favourable fair value movement of $163m).
10
‘Other’ in GB&M includes net interest earned on free capital held in the global business not assigned to products, allocated funding costs and gains resulting from business disposals. Within the management view of adjusted revenue, notional tax credits are allocated to the businesses to reflect the economic benefit generated by certain activities which is not reflected within operating income; for example, notional credits on income earned from tax-exempt investments where the economic benefit of the activity is reflected in tax expense. In order to reflect the total operating income on an IFRS basis, the offsets to these tax credits are included within ‘Other’.
11
Central Treasury includes revenue relating to BSM of $2,688m (2016: $3,007m; 2015: $2,805m), interest expense of $1,275m (2016: $967m; 2015: $696m) and favourable valuation differences on issued long-term debt and associated swaps of $122m (2016: loss of $271m; 2015: loss of $63m). Revenue relating to BSM includes other internal allocations, including notional tax credits to reflect the economic benefit generated by certain activities which is not reflected within operating income, for example notional credits on income earned from tax-exempt investments where the economic benefit of the activity is reflected in tax expense. In order to reflect the total operating income on an IFRS basis, the offsets to these tax credits are included in other Central Treasury.
12
Other miscellaneous items in Corporate Centre includes internal allocations relating to Legacy Credit.
13
Dividends recorded in the financial statements are dividends per ordinary share declared in a year and are not dividends in respect of, or for, that year.
14
Dividends per ordinary share expressed as a percentage of basic earnings per share.
15
Return on average risk-weighted assets is calculated using profit before tax and reported average risk-weighted assets.
16
Gross interest yield is the average annualised interest rate earned on average interest-earning assets (‘AIEA’).
17
Net interest spread is the difference between the average annualised interest rate earned on AIEA, net of amortised premiums and loan fees, and the average annualised interest rate payable on average interest-bearing funds.
18
Net interest margin is net interest income expressed as an annualised percentage of AIEA.
19
Interest income on trading assets is reported as ‘Net trading income’ in the consolidated income statement.
20
Interest income on financial assets designated at fair value is reported as ‘Net income/(expense) from financial instruments designated at fair value’ in the consolidated income statement.
21
Including interest-bearing bank deposits only.
22
Interest expense on financial liabilities designated at fair value is reported as ‘Net income on financial instruments designated at fair value’ in the consolidated income statement, other than interest on own debt, which is reported in ‘Interest expense’.
23
Including interest-bearing customer accounts only.
24
Trading income also includes movements on non-qualifying hedges. These hedges are derivatives entered into as part of a documented interest rate management strategy for which hedge accounting was not, nor could be, applied. They are principally cross-currency and interest rate swaps used to economically hedge fixed rate debt issued by HSBC Holdings and floating rate debt issued by HSBC Finance. The size and direction of the changes in the fair value of non-qualifying hedges that are recognised in the income statement can be volatile from year-to-year, but do not alter the cash flows expected as part of the documented interest rate management strategy for both the instruments and the underlying economically hedged assets and liabilities if the derivative is held to maturity.
25
‘Own credit spread’ includes the fair value movements on our long-term debt attributable to credit spread where the net result of such movements will be zero upon maturity of the debt. This does not include fair value changes due to own credit risk in respect of trading liabilities or derivative liabilities. From 1 January 2017, HSBC adopted, in its consolidated financial statements, the requirements of IFRS 9 ‘Financial Instruments’ relating to the presentation of gains and losses on financial liabilities designated at fair value. As a result, changes in fair value attributable to changes in own credit risk are presented in other comprehensive income with the remainder of the effect presented in profit and loss.








26
Net of impairment allowances.
27
On 1 January 2014, CRD IV came into force and the calculation of capital resources and RWAs for 2014 to 2017 are calculated and presented on this basis. 2013 comparative is on a Basel 2.5 basis.
28
Capital resources are regulatory capital, the calculation of which is set out on page 162.
29
Including perpetual preferred securities, details of which can be found in Note 27 on the Financial Statements.
30
The definition of net asset value per ordinary share is total shareholders’ equity, less non-cumulative preference shares and capital securities, divided by the number of ordinary shares in issue excluding shares the company has purchased and are held in treasury.

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Report of the Directors | Financial summary

31
Net trading income includes interest expense relating to the internal funding of trading assets, in GB&M. In the statutory presentation, internal funding in GB&M net trading income is eliminated through Corporate Centre, and in our other global businesses it is eliminated within net interest income.


32
Excludes items where there are substantial offsets in the income statement for the same year.
33
‘Other income’ in this context comprises where applicable net income/expense from other financial instruments designated at fair value, gains less losses from financial investments, dividend income, net insurance premium income and other operating income less net insurance claims and benefits paid and movement in liabilities to policyholders.
34
Adjusted risk-weighted assets are calculated using reported risk-weighted assets adjusted for the effects of currency translation differences and significant items.
35
‘Client assets’ are translated at the rates of exchange applicable for their respective period-ends, with the effects of currency translation reported separately. The main components of client assets were funds under management ($258bn at 31 December 2017) which were not reported on the Group’s balance sheet, and customer deposits ($72bn at 31 December 2017), of which $67bn was reported on the Group’s balance sheet and $5bn were off-balance sheet deposits.

36
Client assets related to our Middle East clients are booked across to various other regions, primarily in Europe.

37
Risk-weighted assets are non-additive across geographical regions due to market risk diversification effects within the Group.

38
In the first half of 2015 our operations in Brazil were classified as held for sale. As a result, balance sheet accounts were classified as ‘Assets held for sale’ and ‘Liabilities of disposal groups held for sale’. There was no separate income statement classification. The sale completed on 1 July 2016.
39
Amounts are non-additive across geographical regions due to inter-company transactions within the Group.
40
Europe’s adjusted 2017 profit of $1.0bn includes a number of items incurred centrally on behalf of the Group as a whole, but which are disclosed in the Europe segment, including consolidation adjustments and Holdings costs such as interest costs on Group debt and the UK bank levy.
41
Excludes intra-Group dividend income.
42
For the purposes of the analysis of reported results by country table, HSBC Holdings profit/(loss) is presented excluding the effect of the early adoption of the requirements of IFRS 9 ‘Financial Instruments’ relating to the presentation of gains and losses on financial liabilities designated at fair value’, which was early adopted in the separate financial statements of HSBC Holdings but not in the consolidated financial statements of HSBC.
43
Funds under management and assets held in custody are not reported on the Group’s balance sheet, except where it is deemed that we are acting as principal rather than agent in our role as investment manager, and these assets are consolidated as Structured entities (see Note 19 on the Financial Statements).
44
Taxes paid by HSBC relate to HSBC’s own tax liabilities, including tax on profits earned, employer taxes, the UK bank levy and other duties/levies such as stamp duty. Numbers are reported on a cash flow basis.
44a
This includes interest-bearing bank deposits only. See page 24  for an analysis of all bank deposits.
44b
Interest expense on financial liabilities designated at fair value is reported as ‘Net income on financial instruments designated at fair value’ in the consolidated income statement, other than interest on own debt, which is reported in ‘Interest Expense’.
44c
This includes interest-bearing customer accounts only. See page 25  for an analysis of all customer accounts.
44d
Net interest margin is calculated as net interest income divided by average interest-earning assets.



86
HSBC Holdings plc


Regulation and supervision
The ordinary shares of HSBC Holdings are listed in London, Hong Kong, New York, Paris and Bermuda. As a result of the listing in London HSBC Holdings is subject to the Listing Rules of the Financial Conduct Authority (‘FCA’) in its role as the UK Listing Authority; as a result of the listing in Hong Kong, HSBC Holdings is subject to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (‘HKSE’); in the US, where the shares are traded in the form of ADS, HSBC Holdings’ shares are registered with the US Securities and Exchange Commission (‘SEC’). As a consequence of its US listing, HSBC Holdings is also subject to the reporting and other requirements of the US Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; and the New York Stock Exchange’s (‘NYSE’) Listed Company Manual, in each case as applied to foreign private issuers. In France and Bermuda, HSBC Holdings is subject to the listing rules of Euronext, Paris and the Bermuda Stock Exchange, respectively, applicable to companies with secondary listings.
A statement of our compliance with the provisions of the UK Corporate Governance Code issued by the Financial Reporting Council and with 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 can be found in the ‘Report of the Directors: Corporate Governance Codes’ on page 185 .
Our operations throughout the world are regulated and supervised globally by approximately 400 different regulatory authorities, central banks and other bodies in those jurisdictions in which we have offices, branches or subsidiaries. These authorities impose a variety of requirements and controls designed to provide financial stability, transparency in financial markets and a contribution to economic growth. Requirements to which our operations must adhere include those relating to capital and liquidity, disclosure standards and restrictions on certain types of products or transaction structures, requirements on recovery and resolution, governance standards and those relating to conduct of business and financial crime.
The Prudential Regulation Authority (‘PRA’) is the HSBC Group’s consolidated lead regulator. The other UK regulator, the FCA, supervises 16 HSBC-regulated entities in the UK, including eight where the PRA is responsible for prudential supervision. The FCA also supervises the Group globally in relation to financial crime matters. Additionally, both the PRA and FCA have certain direct supervisory powers over our unregulated qualifying parent company, HSBC Holdings, including (in the FCA’s case) pursuant to agreements entered into with HSBC Holdings as part of a global settlement with a number of US authorities in relation to the Group’s failure to comply with anti-money laundering (‘AML’) rules, US sanctions requirements and related matters (‘the FCA Requirements Notice’). In addition, each operating bank, finance company or insurance operation within HSBC is regulated by local supervisors.
The Group’s primary regulatory authorities are those in the UK, Hong Kong and the US, our principal jurisdictions of operation. However, and in addition, with the implementation of the EU’s Single Supervisory Mechanism (‘SSM’) in 2014, the European Central Bank (‘ECB’) assumed direct supervisory responsibility for HSBC France and HSBC Malta as ‘significant supervised entities’ within the eurozone for the purposes of the EU’s SSM Regulation and HSBC Germany may also come under ECB supervision in the near future. Under the SSM, the ECB increasingly engages with the relevant ‘National Competent Authorities’ in relation to HSBC’s businesses in other eurozone countries and more widely with other HSBC regulators. It is therefore expected that we will continue to see changes in how the Group is regulated and supervised on a day-to-day basis in the eurozone and, more generally, as the ECB and other of our regulators develop their powers having regard to some of the regulatory initiatives highlighted in this report including the UK’s decision to exit the European Union.
 
UK regulation and supervision
The UK financial services regulatory structure is comprised of three regulatory bodies: the Financial Policy Committee (‘FPC’), a committee of the Bank of England (‘BoE’); the PRA, a subsidiary of the BoE; and the FCA.
The FPC is responsible for macro-prudential supervision, focusing on systemic risk that may affect the UK’s financial stability. The BoE prudentially regulates and supervises financial services firms through the PRA and in addition to its wider role as the UK’s central bank, the BoE is also responsible for taking action to manage the failure of financial institutions in the UK if necessary.
The PRA and the FCA are micro-prudential supervisors. The Group’s banking subsidiaries, such as HSBC Bank plc and HSBC UK, are ‘dual-regulated’ firms, subject to prudential regulation by the PRA and to conduct regulation by the FCA. Other (generally smaller, non-bank) UK-based Group subsidiaries are ‘solo regulated’ by the FCA (i.e. the FCA is responsible for both prudential and conduct regulation of those subsidiaries). HSBC Group is subject to consolidated supervision by the PRA.
UK banking and financial services institutions are subject to multiple regulations. The primary UK statute in this context is the Financial Services and Markets Act 2000 (‘FSMA’), as amended by subsequent legislation. Other UK financial services legislation currently includes that derived from EU directives and regulations relating to banking, securities, insurance, investments and sales of personal financial services.
The PRA and FCA are together responsible for authorising and supervising all our operating businesses in the UK that require authorisation under FSMA. These include deposit-taking, retail banking, consumer credit, life and general insurance, pensions, investments, mortgages, custody and share-dealing businesses, and treasury and capital markets activity. The FCA is also responsible for promoting effective competition in the interests of consumers, and an independent subsidiary of the FCA, the Payment Systems Regulator, regulates payment systems in the UK.
The PRA and FCA rules establish the minimum criteria for the authorisation of banks and other financial sector entities that carry out regulated activities. In the UK, the PRA and FCA have the right to object, on prudential grounds, to persons who hold, or intend to hold, 10% or more of the voting power or shares of a financial institution that they regulate, or of its parent undertaking. In its capacity as our supervisor on a consolidated basis, the PRA receives information on the capital adequacy of, and sets requirements for, the Group as a whole, as well as conducting stress tests both on HSBC’s UK entities and more widely on the Group, including in conjunction with other regulators. Individual banking subsidiaries in the Group are directly regulated by their local banking supervisors, who set and monitor, inter alia , their capital adequacy requirements.
The Group is subject to capital requirements as set out in CRD IV and implemented by the PRA. The Pillar 1 regulatory capital framework has been, and continues to be, significantly enhanced. It is also envisaged that existing capital requirements will be complemented by a specification of total loss absorbing capacity (‘TLAC’), in accordance with the final standards adopted by the Financial Stability Board which are to apply to G-SIBs from 1 January 2019. In the EU, the TLAC requirements will be introduced in the form of minimum requirements for own funds and eligible liabilities (although the rules are still to be finalised), that can absorb losses in the event of a failure of a bank or be bailed in to provide additional capital resources.
The Group is also subject to liquidity requirements as set out in CRD IV and implemented by the PRA, and will in due course become subject to the net stable funding requirements prescribed under Basel III and expected to be implemented in or around 2019 through changes to CRD IV or otherwise.
The PRA and FCA monitor authorised institutions through ongoing supervision and the review of routine and ad hoc reports relating to financial, prudential and conduct of business matters. They may also obtain independent reports from a skilled person on the

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Report of the Directors | Financial summary

adequacy of procedures and systems covering internal control and governing records and accounting. The PRA meet regularly with the Group’s senior executives to discuss our adherence to the PRA’s prudential guidelines. In addition, both the PRA and FCA regularly discuss fundamental matters relating to our business in the UK and internationally with relevant management, including areas such as strategic and operating plans, risk control, loan portfolio composition and organisational changes,succession planning and recovery and resolution arrangements.
There are a substantial number of other ongoing regulatory initiatives affecting the Group driven by or from the UK. Current and anticipated areas of particular focus for the UK regulators include:
changes to UK law and regulation following the UK's decision to leave the EU;
the UK’s implementation of the final reforms to Basel III including the changes to the market risk framework and the implementation of revised approaches to calculate credit, counterparty, operational and credit valuation adjustment (‘CVA’) risk, RWAs, changes to the leverage ratio framework and the application of capital floors;
the UK’s implementation of the outstanding elements of Basel III reforms, including the sovereign risk regime and the long-term treatment of International Financial Reporting Standard 9, Financial Instruments (‘IFRS 9’) provisions;
the UK’s implementation of the FSB’s principles and standards relating to resolution regimes and including TLAC requirements for G-SIBS and changes to UK law and regulation following changes in European legislation revising the European requirements in the area of prudential rules and including recovery and resolution and TLAC/MREL requirements;
ongoing implementation of requirements regarding resolution plans (see further details outlined below under ‘Recovery and resolution’);
implementation and operation of the ring-fencing requirements to separate retail banking activities;
implementation of revisions to the PRA’s approach to groups policy (and including double-leverage) and large exposures/intra-group regimes;
post implementation review and monitoring of the revised EU Markets in Financial Instruments Directive and Regulation (MiFID II), which became effective in January 2018 and which is intended to result in substantial changes to market transparency requirements and other obligations for trading in financial instruments, as well as enhanced client conduct of business obligations;
embedding of the Senior Managers and Certification Regime, aimed at strengthening accountability in banking and its extension to all UK authorised firms during 2019;
standards issued by the Fixed Income, Currencies and Commodities Market Standards Board aimed at improving conduct in the fixed income, commodities and currency markets. The FCA expects firms to adhere to these standards, many of which have global application;
proposed plans to increase consumer access to financial advice;
proposals driven by the UK Competition and Markets Authority’s (‘CMA’) investigation into the supply of retail banking services that are designed to deliver increased transparency and innovation;
continued high level of focus by the FCA on management of conduct of business and customer outcomes as well as on controls to combat financial crime (including market abuse and fraud); and
cyber risk, financial technology and data security initiatives which may require changes to systems and processes.
The UK legal and regulatory requirement to separate retail and SME banking from trading activities in the UK ('ring-fencing') must
 
be completed by 1 January 2019.Our implementation plans are well advanced with the internal separation of our systems and infrastructure now complete. Our UK ring-fenced bank, HSBC UK plc, will be fully established by mid-2018, well ahead of the regulatory deadline.
The FCA also continues to apply close scrutiny to the Group’s financial crime control framework both generally in conjunction with the exercise of its wider powers under FSMA and more specifically under the FCA Requirements Notice described above.
As a result of the decision of the UK to leave the EU following the referendum on 23 June 2016, there could be significant changes to those EU laws applicable in the UK (depending on whether the UK will subsequently be readmitted to the European Free Trade Association and European Economic Area (‘EEA’), and therefore remain subject to EU legislation applicable to the EEA). Leaving the EU should not in and of itself affect existing UK laws and it is expected that EU laws and regulations which are directly applicable to UK firms should be transposed into UK law and regulation ahead of the official date of exit but the process of transposition has not yet been agreed by the UK Parliament. There may be changes in the application of laws and regulations concerning banking and financial services as a result of this process and there could be other ancillary impacts as a result of the UK’s exit from the EU. In particular, EU laws may be revised, placing restrictions on third country access to EU Member States and/or on the ability for EU based firms to outsource, delegate or transfer material risk to non-EU firms.
Hong Kong regulation and supervision
Banking in Hong Kong is subject to the provisions of the Banking Ordinance and to the powers, functions and duties ascribed by the Banking Ordinance to the Hong Kong Monetary Authority (the ‘HKMA’). The HKMA is the government authority in Hong Kong responsible for maintaining monetary and banking stability. One of the principal functions of the HKMA is to promote the stability and integrity of the financial system, including the banking system in Hong Kong. The HKMA is responsible for regulating and supervising banking business and the business of taking deposits in Hong Kong. Under the Banking Ordinance, the HKMA is the licensing authority responsible for the authorisation, suspension and revocation of authorised institutions. To provide checks and balances, the HKMA is required under the Ordinance to consult with the Financial Secretary on important authorisation decisions, such as suspension and revocation.
The Hongkong and Shanghai Banking Corporation Limited and its overseas branches and subsidiaries are licensed under the Banking Ordinance and hence subject to the supervision, regulation and examination of the HKMA.
The HKMA follows international practices as recommended by the Basel Committee on Banking Supervision (‘Basel Committee’) to supervise authorised institutions. The HKMA adopts a risk-based supervisory approach based on a policy of ‘continuous supervision’ through on-site examinations, off-site reviews, prudential meetings, cooperation with external auditors and sharing information with other supervisors. The HKMA requires all authorised institutions to have adequate systems of internal control and requires the institutions’ external auditors, upon request, to report on those systems and other matters, such as the accuracy of information provided to the HKMA. In addition, the HKMA may from time to time conduct tripartite discussions with authorised institutions and their external auditors.
The HKMA aims to ensure that the standards for regulatory disclosure in Hong Kong remain in line with those of other leading financial centres. The Banking (Disclosure) Rules take into account the latest disclosure standards released by the Basel Committee, which prescribe quarterly, semi-annual and annual disclosure of specified items, including in the form of standard templates and tables, in order to promote user-relevance and the consistency and comparability of regulatory disclosure among banks and across jurisdictions.
The HKMA's powers to collect prudential data from authorised institutions on a routine or ad hoc basis are provided by Section 63

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HSBC Holdings plc


of the Banking Ordinance. The same section of the Ordinance also empowers the HKMA to require any holding company or subsidiary or sister company of an authorised institution to submit such information as may be required for the exercise of the HKMA’s functions under the Ordinance.
The HKMA has the power to serve a notice of objection on persons if they are no longer deemed to be fit and proper to be controllers of the authorised institution, if they may otherwise threaten the interests of depositors or potential depositors, or if they have contravened any conditions specified by the HKMA. The HKMA may revoke authorisation in the event of an institution’s non-compliance with the provisions of the Banking Ordinance. These provisions require, among other things, the furnishing of accurate reports.
The HKMA is the relevant authority under the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (‘AMLO’) for supervising authorised institutions’ compliance with the legal and supervisory requirements set out in the AMLO and the Guideline on Anti-Money Laundering and Counter-Terrorist Financing (for Authorised Institutions). The HKMA requires authorised institutions in Hong Kong and its overseas branches and subsidiaries to establish effective systems and controls to prevent and detect money laundering and terrorist financing. They work closely with other stakeholders within both the Government and the industry to ensure that the banking sector is able to play its gatekeeper role in Hong Kong’s Anti-Money Laundering and Counter-Terrorist Financing regime.
To enhance the exchange of supervisory information and cooperation, the HKMA has entered into Memoranda of Understanding or other formal arrangements with a number of banking supervisory authorities within and outside Hong Kong.
The marketing of, dealing in and provision of advice and asset management services in relation to securities and futures in Hong Kong are subject to the provisions of the Securities and Futures Ordinance of Hong Kong. Entities engaging in activities regulated by the Ordinance are required to be licensed or registered with the Securities and Futures Commission (‘SFC’). The HKMA is the frontline regulator for banks involved in the securities and futures business.
The HKMA and the SFC work very closely to ensure that there is an open market with a level playing field for all intermediaries in the securities industry of Hong Kong. The HKMA has entered into a Memorandum of Understanding with the SFC, which elaborates on the legal framework and sets out the operational details relating to the respective roles and responsibilities of the two regulators regarding the securities related activities of authorised institutions. The HKMA and the SFC hold regular meetings under the Memorandum of Understanding to discuss matters of mutual interest. The training programmes of either regulator are also made available to the staff of the other where relevant.
Among other functions, the Securities and Futures Ordinance vested the SFC with powers to set and enforce market regulations, including investigating breaches of rules and market misconduct and taking appropriate enforcement action. The SFC is responsible for licensing and supervising intermediaries conducting SFC-regulated activities; for example investment advisors, fund managers and brokers. Additionally, the SFC sets standards for the authorisation and regulation of investment products, and reviews and authorises offering documents of retail investment products to be marketed to the public.
The HKMA and the Insurance Authority (‘IA’) have signed a Memorandum of Understanding to enhance the co-operation, exchange of information and mutual assistance between the two authorities. Under this Memorandum of Understanding, the HKMA and the IA agree to work together to co-ordinate the supervision of the insurance-related activities of authorised institutions in Hong Kong (such as when they act as insurance intermediaries) and authorised insurers that are connected to them and to promote information exchange and sharing, as permitted under the Banking Ordinance and the Insurance Ordinance, between the HKMA and the IA in order to assist each other to exercise their respective statutory functions.
 
Under the statutory regime for the regulation of Mandatory Provident Fund ('MPF') intermediaries, the Mandatory Provident Fund Schemes Authority is the lead regulator in respect of regulation of MPF intermediaries whereas the HKMA, the IA and the SFC are the frontline regulators of the MPF intermediaries.  A Memorandum of Understanding Concerning the Regulation of Regulated Persons with Respect to Registered Schemes under the Mandatory Provident Fund Schemes Ordinance has been signed by the four regulators. It sets out certain administrative and operational arrangements among the four regulators regarding the exercise of their respective functions under the Mandatory Provident Fund Schemes Ordinance concerning regulation of MPF intermediaries Hong Kong’s Financial Institutions (Resolution) Ordinance (the Ordinance) that was passed in June 2016 and came into effect on 7 July 2017.
The Ordinance established the legal basis for a cross-sector resolution regime in Hong Kong, under which the HKMA is the resolution authority for banking sector entities including all authorised institutions. The HKMA is also designated as the lead resolution authority for the cross-sectoral groups in Hong Kong that involve both banking sector entities and securities and futures sector entities. The HKMA’s function as a resolution authority is supported by the Resolution Office within the HKMA. The Resolution Office is operationally independent and has a direct reporting line to the Chief Executive of the HKMA. As a resolution authority, the HKMA is responsible for:
setting resolution standards for authorised institutions ('AIs');
undertaking resolution planning and resolvability assessments for AIs;
identifying, and requiring AIs to remove, impediments to their orderly resolution; and
executing, where necessary, the orderly resolution of any failing AIs through the application of resolution powers under the Ordinance.
The Hong Kong Government, along with the HKMA, the IA and the SFC, will maintain close liaison with the industry and the relevant stakeholders in the formulation of regulations, rules and codes of practice. They will also carry out publicity through their respective websites and publications to explain the work being undertaken to make the regime operational and the implications of resolution for relevant stakeholders.
US regulation and supervision
The Group is subject to federal and state supervision and regulation in the US. Banking laws and regulations of the Federal Reserve Board (‘FRB’), the Office of the Comptroller of the Currency (the ‘OCC’) and the Federal Deposit Insurance Corporation (the ‘FDIC’) (collectively, the ‘US banking regulators’) govern all aspects of our US business. Furthermore, since we have substantial operations outside the US that conduct many of their day-to-day transactions with the US, HSBC entities’ operations outside the US are also subject to the extra-territorial effects of US regulation in many respects.
In September 2017, HSBC Holdings and HSBC North America Holdings Inc. (‘HNAH’) consented to a civil money penalty order with the FRB in connection with its investigation into HSBC’s historical foreign exchange activities. Under the terms of the order, HSBC Holdings and HNAH agreed to undertake certain remedial steps and to pay a civil money penalty to the FRB. In January 2018, HSBC Holdings entered into a three-year deferred prosecution agreement with the Criminal Division of the US Department of Justice (‘DoJ’) (the 'FX DPA'), regarding fraudulent conduct in connection with two particular transactions in 2010 and 2011. This concluded the DoJ's investigation into HSBC’s historical foreign exchange activities. Under the terms of the FX DPA, HSBC has a number of ongoing obligations, including continuing to cooperate with authorities and implementing enhancements to its internal controls and procedures in its Global Markets business, which will be the subject of annual reports to the DoJ. In addition, HSBC agreed to pay a financial penalty and restitution. For further details, see Note 34 on the Financial Statements.

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HSBC Holdings and its US operations are subject to supervision, regulation and examination by the FRB because HSBC Holdings is a ‘bank holding company’ under the US Bank Holding Company Act of 1956, as a result of its control of HSBC Bank USA, N.A., McLean, Virginia (‘HSBC Bank USA’) and HSBC Trust Company (Delaware), N.A., Wilmington, Delaware (‘HTCD’). HNAH is also a ‘bank holding company’. Both HSBC Holdings and HNAH have elected to be financial holding companies pursuant to the provisions of the Gramm-Leach-Bliley Act (the ‘GLBA’) and, accordingly, may affiliate with securities firms and insurance companies, and engage in other activities that are financial in nature or incidental or complementary to activities that are financial in nature.
Under regulations implemented by the FRB, if any financial holding company, or any depository institution controlled by a financial holding company, ceases to meet certain capital or management standards, the FRB may impose corrective capital and/or managerial requirements on the financial holding company and place limitations on its ability to conduct the broader financial activities permissible for financial holding companies. In addition, the FRB may require divestiture of the holding company’s depository institutions or its affiliates engaged in broader financial activities in reliance on financial holding company status under the GLBA if the deficiencies persist. The regulations also provide that if any depository institution controlled by a financial holding company fails to maintain a satisfactory rating under the Community Reinvestment Act of 1977, the FRB must prohibit the financial holding company and its subsidiaries from engaging in any additional activities other than those permissible for bank holding companies that are not financial holding companies. See page 98 for further information on the regulatory consent orders with which HSBC Bank USA must comply in accordance with the agreement entered into with the OCC in December 2012 (the ‘GLBA Agreement').
The two US banks, HSBC Bank USA and HTCD, are subject to regulation and examination primarily by the OCC. HSBC Bank USA and HTCD are subject to additional regulation and supervision, secondly by the FDIC, and by the FRB and the Consumer Financial Protection Bureau (‘CFPB’). Banking laws and regulations restrict many aspects of their operations and administration, including the establishment and maintenance of branch offices, capital and reserve requirements, deposits and borrowings, investment and lending activities, payment of dividends and numerous other matters.
In the US, parent company insolvencies are governed by the US Bankruptcy Code, 11 U.S.C. § 101 et seq. (the ‘Bankruptcy Code’). Chapter 7 of the Bankruptcy Code sets forth the procedures for liquidation of a debtor company’s assets for distribution to creditors, whereas Chapter 11 permits the operation of the debtor’s business while either negotiating a plan of reorganisation with the company’s creditors or liquidating the business. Subsidiary banks are subject to the Federal Deposit Insurance Act (the ‘FDIA’). Under the FDIA, the FDIC has the authority as receiver to liquidate and wind up a bank’s affairs and to succeed to all rights, titles, powers and privileges of the bank and relevant associated persons.
Under a special regime introduced by Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (‘Dodd-Frank’), the US Secretary of the Treasury has the authority to appoint the FDIC as receiver of certain qualifying parent companies and their subsidiaries under specified conditions. The FDIC’s powers under what is referred to as the Orderly Liquidation Authority (‘OLA’) incorporate elements of both the FDIA and the Bankruptcy Code, and are intended to minimise the adverse effects of a complex financial group’s failure on the financial stability of the US. In respect of a banking group with a parent company not organised under the laws of the US, any actions under the OLA would likely be directed at the US-based intermediate holding company.
In January 2014, the FRB implemented the Basel III capital framework for bank holding companies such as HNAH, which were required to phase in many of the requirements, including a minimum supplementary leverage ratio of 3% and an effective
 
minimum total risk-based capital ratio of 10.5% over a transition period from 2014 to 2019. The 10.5% ratio includes the capital conservation buffer, which is not a minimum requirement, per se, but rather a necessary condition to allow capital distributions. A countercyclical capital buffer requirement, applicable to banking organisations that meet the advanced approaches thresholds, also applies to HNAH and HSBC Bank USA, and the buffer has been currently set at 0%. Additionally, failure to maintain minimum regulatory ratios in simulated stress conditions, as required by the FRB’s Comprehensive Capital Analysis and Review (‘CCAR’) programme, would restrict HNAH from engaging in capital distributions such as dividends or share repurchases. In addition to the CCAR stress testing requirements, the Dodd-Frank Act Stress Test (‘DFAST’) requires HNAH and HSBC Bank USA to undergo regulatory stress tests conducted by the FRB annually, and to conduct and publish the results of its own internal stress tests semi-annually.
As part of the CCAR process, the FRB undertakes a supervisory assessment of the capital adequacy of bank holding companies, including HNAH, based on a review of a comprehensive capital plan submitted by each participating bank holding company to the FRB that describes the company’s planned capital actions, such as plans to pay or increase common stock dividends, reinstate or increase common stock repurchase programs, or redeem preferred stock or other regulatory capital instruments, during the nine-quarter review period, as well as the results of stress tests conducted by both the company and the FRB under different hypothetical macroeconomic scenarios, including a supervisory adverse scenario and severely adverse scenario provided by the FRB. The FRB can object to a capital plan for qualitative or quantitative reasons, in which case the company cannot make capital distributions without specific FRB approval.
HNAH submitted its latest CCAR capital plan and annual company-run DFAST results in April 2017. HSBC Bank USA is also subject to the OCC's DFAST requirements, which require certain banks to conduct annual company-run DFAST, and submitted its latest annual DFAST results in April 2017. The company-run stress tests are forward-looking exercises to assess the impact of hypothetical macroeconomic baseline, adverse and severely adverse scenarios provided by the FRB and the OCC for the annual exercise, and internally developed scenarios for both the annual and mid-cycle exercises, on the financial condition and capital adequacy of a bank-holding company or bank over a nine-quarter planning horizon.
In June 2017, the FRB informed HNAH that it did not object to HNAH’s capital plan or the planned capital distributions included in its 2017 CCAR submission.
HSBC Holdings and HSBC Bank USA are also required to file resolution plans with regard to their US operations describing what strategy would be followed to resolve the institutions. If the FRB and the FDIC both determine that these resolution plans are not ‘credible’ (which, although not defined, is generally believed to mean the regulators do not believe the plans are feasible or would otherwise allow for the rapid and orderly resolution of the US businesses in a way that protects systematically important functions without severe systematic disruption and without exposing taxpayers to loss), our failure to cure deficiencies in a resolution plan required by Dodd-Frank to be filed by HSBC Holdings and HSBC Bank USA would enable the FRB and the FDIC, acting jointly, to impose more stringent prudential limits or require the divestiture of assets or operations.
In 2015, HSBC Holdings and HSBC Bank USA submitted their required resolution plans to the FDIC and the FRB. In June 2017, HSBC Bank USA received feedback from the FDIC regarding its resolution plan that will be addressed in its next plan submission. In January 2018, the FRB and FDIC provided HSBC Holdings with their expectations as to the content of its next US resolution plan submission. These expectations requested additional information regarding HSBC Holdings’ methodology for estimating capital needs and liquidity capabilities and its plans for maintaining continuity of payments, clearance and settlement activities and shared support services for its US operations in a resolution

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scenario. In addition, HSBC Holdings and HSBC Bank USA have been advised that the next submission dates for their plans have been extended to 31 December 2018 and 1 July 2018 respectively.
In 2014, the FRB adopted a rule requiring enhanced supervision of the US operations of non-US banks such as HSBC Holdings. The rule required HSBC to establish a single intermediate holding company (‘IHC’) to hold their US bank and non-bank subsidiaries, although because the HSBC Group had been operating in the United States through such an IHC structure (i.e. HNAH), the implementation of this requirement did not by itself have a significant impact on our US operations.
However, in 2016, the FRB, issued a re-proposal of its requirements relating to single counterparty credit limits that would apply to IHCs, such as HNAH. The re-proposal is still under consideration. In addition, the FRB is still considering an ‘early remediation’ framework under which the FRB would implement prescribed restrictions and penalties against banking organisations, such as HNAH and HSBC, if certain risk-based capital, leverage, liquidity, stress testing or other risk management requirements are not met, and would authorise limitations on, or possible termination of, their US operations under certain circumstances.
An IHC may calculate its capital requirements under the US standardised approach, even if it meets the asset thresholds that would require a bank holding company to use advanced approaches. HNAH and HSBC Bank USA received regulatory approval to opt out of the advanced approach in 2015. In 2017, HSBC Bank USA submitted an annual statement to the OCC to renew its opt out of the advanced approaches. HNAH and HSBC Bank USA remain subject to the other capital requirements applicable to advanced-approaches banking organisations, such as the supplementary leverage ratio, the countercyclical capital buffer, stress testing requirements, certain deductions and adjustments to capital, enhanced risk management standards, enhanced governance and stress testing requirements for liquidity management, and other applicable prudential standards. Most of these requirements became effective on 1 July 2016.
The US banking regulators adopted a final rule in 2014 that implemented a quantitative liquidity requirement consistent with the liquidity coverage ratio standard established by the Basel Committee. The final rule established a liquidity coverage ratio (‘LCR’), which is designed to ensure that a banking organisation maintains an adequate level of unencumbered high-quality liquid assets equal to the entity’s expected net cash outflow for a 30-day time horizon under an acute liquidity stress scenario. The rule is more stringent than the Basel III LCR in several respects. Starting on 1 January 2017, companies subject to the rule, including HNAH and HSBC Bank USA, were required to maintain an LCR of 100%.
In 2016, the US banking regulators proposed a rule to implement the Basel Committee’s final standard for NSFR calculated by dividing the level of a banking organisation’s available stable funding by its required stable funding. The minimum NSFR requirement for HNAH and HSBC Bank USA under the NSFR proposal would be 100%. A banking organisation’s available stable funding would be calculated as the sum of the banking organisation’s liabilities and regulatory capital elements, which are first multiplied by factors determined based on their tenor, funding type and counterparty type. The required stable funding would be calculated as the sum of the banking organisation’s assets, commitments and derivatives, which are first multiplied by factors based on their relative liquidity. Consistent with the Basel Committee’s NSFR final standard, the FRB’s NSFR proposal was proposed to take effect on 1 January 2018. However, the NSFR proposal has not yet been finalised and the potential effects of the NSFR continue to be evaluated.
In 2015, the Financial Stability Board (‘FSB’) issued final standards for TLAC requirements for global systemically important banks (‘G-SIBs'), which will apply to HSBC Holdings once implemented in the UK. The new standards also permit authorities in host jurisdictions to require ‘internal’ TLAC to be prepositioned (issued by local entities to either parent entities or third parties). The purpose of these new standards is to ensure that G-SIBs have
 
sufficient loss absorbing and recapitalisation capacity available to implement an orderly resolution with continuity of critical functions and minimal impact on financial stability and to ensure cooperation between home and host authorities during resolution. The new standards call for all G-SIBs to be subject to TLAC requirements starting 1 January 2019, to be fully phased in by 1 January 2022. In the US, the FRB adopted final rules on 15 December 2016 implementing the FSB’s TLAC standard in the US. The rules require, among other things, the US intermediate holding companies of non US G-SIBs, including HNAH, to maintain minimum amounts of TLAC that would include minimum levels of tier 1 capital and long-term debt satisfying certain eligibility criteria, and a related TLAC buffer commencing 1 January 2019 without the benefit of a phase-in period. The TLAC rules also include ‘clean holding company requirements’ that impose limitations on the types of financial transactions HSBC’s US intermediate holding company, HNAH, could engage in.
HSBC Bank USA and HTCD are subject to risk-based assessments from the FDIC, which insures deposits generally to a maximum of $250,000 per depositor for domestic deposits. Dodd-Frank changed the FDIC’s risk-based deposit insurance assessment framework primarily by basing assessments on an FDIC-insured institution’s total assets less tangible equity rather than US domestic deposits, which is expected to shift a greater portion of the aggregate assessments to large FDIC-insured institutions. In 2016, the FDIC imposed an additional temporary surcharge on the quarterly assessments of insured depository institutions with total consolidated assets of $10bn or more, including HSBC Bank USA. The new large bank pricing system will result in higher assessment rates for banks with high-risk asset concentrations, less stable balance sheet liquidity or potentially higher loss severity in the event of failure.
HSBC’s US consumer finance operations are subject to extensive state-by-state regulation in the US, and to laws relating to consumer protection (both in general, and in respect of sub-prime lending operations, which have been subject to enhanced regulatory scrutiny); discrimination in extending credit; use of credit reports; privacy matters; disclosure of credit terms; and correction of billing errors. These operations are subject to regulations and legislation that limit operations in certain jurisdictions.
Title VII of Dodd-Frank provides for an extensive framework for the regulation of over-the-counter (‘OTC’) derivatives by the Commodity Futures Trading Commission (‘CFTC’) and the SEC, including mandatory clearing, exchange trading, and public and regulatory transaction reporting of certain OTC derivatives, as well as rules regarding the registration of swap dealers and major swap participants, and related capital, margin, business conduct, record keeping and other requirements applicable to such entities.
The CFTC has adopted rules implementing many of the most significant provisions of Title VII, most of which came into effect in 2013 and 2014. In particular, HSBC Bank USA and HSBC Bank plc are provisionally registered as swap dealers with the CFTC. Because HSBC Bank plc is a non-US swap dealer, the CFTC generally limits its direct regulation of HSBC Bank plc’s swap transactions to swaps with US persons and certain affiliates of US persons. However, the CFTC continues to consider whether to apply mandatory clearing, exchange trading, public transaction reporting, margin and business conduct rules to swaps with non-US persons arranged, negotiated or executed by US personnel or agents. The CFTC is also considering whether to apply regulatory transaction reporting requirements on all swaps entered into by a non-US swap dealer or instead to permit reliance on transaction reporting under comparable EU rules. The application of CFTC rules to HSBC Bank plc’s swaps with non-US persons could have an adverse effect on the willingness of non-US counterparties to trade swaps with HSBC Bank plc, and we continue to assess how developments in these areas will affect our business. On 25 July 2017, the CFTC extended pre-existing relief from the requirement for non-US swap dealers (e.g., HSBC Bank plc) to comply with clearing, trade execution, reporting, and business conduct rules for swaps with non-US counterparties, when using personnel or agents located in the US to arrange, negotiate, or execute such

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swaps. This relief extends until the CFTC takes further action on whether to subject such swaps to particular rule requirements. The CFTC also finalised rules in 2016 that will require additional interest rate swaps to be cleared, which are expected to come into effect in phases based on the implementation of parallel clearing requirements in non-US jurisdictions, and in any event by October 2018, and has also proposed rules that would apply position limits to certain physical commodity swaps.
In 2014, the SEC finalised rules regarding the cross-border application of the security-based swap dealer (‘SBS’) and major SBS participant definitions. These rules share many similarities with parallel guidance finalised by the CFTC in July 2013. In January 2015, the SEC also finalised rules regarding reporting and public dissemination requirements for SBS transaction data. In August 2015, the SEC also finalised rules for the registration of SBS dealers and major SBS participants. The SEC has not yet finalised the implementation dates for these rules or finalised several related Title VII rules. Because our equity and credit derivatives businesses are also subject to the CFTC’s jurisdiction under Title VII, material differences between the final SEC rules and existing CFTC rules could materially increase our costs of compliance with Title VII by requiring the implementation of significant additional policies, procedures, documentation, systems and controls for those businesses. On 13 July 2016, the SEC delayed its SBS reporting requirement to one month after its SBS dealer registration rule takes effect. SBS dealer registration will not be required until six months after the SEC finalises a number of additional rules, including on capital, margin and segregation. Previously, the timelines for SBS reporting and registration were independent of each other, raising the prospect of pre-registration reporting followed by significant post-registration changes to reporting hierarchies. The ultimate timeframe for finalisation and effectiveness of remaining SEC rulemakings, including SBS dealer and major SBS participant registration, remains uncertain.
In 2015, the OCC, jointly with other US banking regulators, adopted final rules establishing margin requirements. The final margin rules require HSBC Bank USA and HSBC Bank plc to collect and post initial and variation margin for certain non-cleared swaps and SBS entered into with other swap dealers and financial end-users that exceed a minimum threshold of transactional activity. For certain non-cleared swaps and SBS entered into with financial end-users that do not meet the minimum transactional activity threshold, HSBC Bank USA and HSBC Bank plc will only be required to collect and post variation margin (but not initial margin). The US banking regulators’ final rules do not impose margin requirements for non-cleared swaps and SBS entered into with non-financial end-users, certain sovereigns and multilateral development banks or qualifying hedging transactions with certain small depository institutions.
The final margin rules also limit the types of assets that are eligible to satisfy initial and variation margin requirements, require initial margin to be segregated at a third-party custodian, impose requirements on internal models used to calculate initial margin requirements and contain specific provisions for cross-border transactions and inter-affiliate transactions. The final margin rules follow a phased implementation schedule, with variation margin requirements and certain initial margin requirements already in effect and additional initial margin requirements to be phased in on an annual basis through September 2020, with the relevant compliance dates depending on the transactional volume of the parties and their affiliates. These final rules, as well as parallel margin rules from the CFTC, the SEC and certain non-US regulators will increase the costs and liquidity burden associated with trading non-cleared swaps and SBS, and may adversely affect our business in such products. In particular, the imposition of initial margin requirements on inter-affiliate transactions will significantly increase the cost of certain consolidated risk management activities and may adversely affect HSBC to a greater extent than some of our competitors.
Dodd-Frank also included a ‘swaps push-out’ provision that would have effectively limited the range of OTC derivatives activities in which an insured depository institution, including HSBC Bank
 
USA, could engage. The scope of this provision was significantly reduced in December 2014, and now effectively only restricts HSBC Bank USA’s ability to enter into certain ‘structured finance swaps’ after 16 July 2015 that are not entered into for hedging or risk mitigation purposes.
Dodd-Frank grants the SEC discretionary rule-making authority to modify the standard of care that applies to brokers, dealers and investment advisers when providing personalised investment advice to retail customers and to harmonise other rules applying to these regulated entities. Dodd-Frank also expands the extra-territorial jurisdiction of US courts over actions brought by the SEC or the US with respect to violations of the anti-fraud provisions in the Securities Act, the Securities Exchange Act of 1934 and the Investment Advisers Act of 1940. In addition, regulations which the FSOC, the CFPB or other regulators may adopt could affect the nature of the activities that our FDIC-insured depository institution subsidiaries may conduct, and may impose restrictions and limitations on the conduct of such activities.
The implementation of the remaining Dodd-Frank provisions, including those related to the recommended imposition of the fiduciary standard on broker-dealers, could result in additional costs or limit or restrict the way we conduct our business in the US.
Global and regional prudential and other regulatory developments
The Group is subject to regulation and supervision by a large number of regulatory bodies and other agencies. In addition to changes being introduced at a country level, changes are often driven by global bodies such as the G‑20, the FSB and Basel Committee, which are then implemented at country level or regionally through the EU sometimes with modifications and with separate additional measures.
We are also subject to regulatory stress testing in many jurisdictions. These have increased both in frequency and in the granularity of information required by supervisors. They include the programmes of the BoE, the FRB (as explained in the ‘US regulation and supervision’ section), the OCC, the EBA, the ECB, the HKMA and other regulators. For further details, see ‘Stress testing’ on page 109 .
The Basel Committee finalised the package of revisions to the Basel III framework on 6 December 2017. These will affect the measurement of market, credit, counterparty, CVA and operational risk RWAs and will incorporate a floor to the modelled capital calculations based on standardised approaches. It is also consulting on changes to the sovereign risk regime. In addition, in March 2017, the Basel Committee proposed several changes to the framework for assessing and designating G-SIBs and determining their respective surcharges. The proposed changes would maintain the current assessment categories but would revise indicators relating to certain categories that could lead to increased surcharges. Changes in local capital regimes are expected to result from the final Basel agreement. Further details can be found in the ‘Regulatory developments’ on page 3 of the Pillar 3 Disclosures at 31 December 2017 .
Recovery and resolution
We are working with our primary regulators to develop and agree a resolution strategy for HSBC. It is our view that the most appropriate resolution strategy for the HSBC Group would include the bail-in of external TLAC and the conversion of internal TLAC to equity in order to stabilise the Group and keep the Group together, at least initially. Thereafter, the resolution strategy allows for the restructuring and potential break up of the Group at a subsidiary bank level following the initial stabilisation via bail-in. This two step strategy is aligned to our existing legal and business structure and to the approach to TLAC issuance taken by the Group.
Similar to all G-SIBs, we are working with our regulators to mitigate or remove critical inter-dependencies between our subsidiaries to further facilitate the resolution of the Group. In particular, in order to remove operational dependencies (where one subsidiary bank provides critical services to another), we are

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in the process of transferring critical services from our subsidiary banks to a separate internal service company sub-group.
European regulation
Through the UK’s membership of the EU, HSBC is currently both directly and indirectly subject to European financial services regulation.
As part of the SSM, a Single Resolution Mechanism (‘SRM’) was also established to apply to all banks covered by the SSM. This is intended to ensure that bank resolution is managed effectively through a Single Resolution Board and a Single Resolution Fund financed by the banking sector.
In the EU, the Bank Recovery and Resolution Directive (‘BRRD’) provides the framework for the recovery and resolution of credit institutions, including requirements for banks to maintain at all times a sufficient aggregate amount of own funds and ‘eligible liabilities’ (that is, liabilities that may be bailed in using the bail-in tool) known as the minimum requirements for eligible liabilities (‘MREL’). The Bank of England has set out how MREL requirements will be applied in the UK in a manner that is also consistent with the FSB’s global proposals on TLAC.
On 23 November 2016, the European Commission published proposals for amendments to the BRRD and CRD IV, designed to implement (among other changes) global standards for TLAC and some, but not all, of the reforms to Basel III prescribed by the Basel Committee, as well as various related changes to the EU prudential framework. These proposals are yet to be finalised, and it is unclear, particularly in light of the vote to leave the EU, how these requirements (including the intermediate holding requirement for non-EU banking groups) will affect the HSBC Group.
The EU will continue to drive forward with implementation of its General Data Protection Regulation and is expected also to focus on the embedding of recently implemented measures such as Markets in Financial Instrument Regulation/Directive (‘MiFID II’), the EU’s Framework for Benchmarks and Indices, the Packaged Retail Investment and Insurance Products Regulation, the Second Payment Services Directive, Money Markets Fund Regulation, Securities Financing Transactions Regulation, and the Fourth Money Laundering Directive. Various proposals falling under the EU’s Capital Markets Union initiative in the areas of consumer protection and financial markets are also likely to progress to final legislative measures through 2018 and 2019. Cyber-risk and risks emerging from the use and development of financial technology and data use and processing are becoming an increasing priority of EU and other regulatory authorities globally more generally. These regulations and directives are expected to continue to apply to HSBC’s UK business after the UK’s exit from the EU under the UK withdrawal arrangements as currently understood. The Group continues to enhance and strengthen its governance and resourcing more generally around regulatory change management and the implementation of required measures, actively to address this ongoing and significant agenda of regulatory change.
Anti-money laundering and sanctions regulation
HSBC requires all Group companies to adhere to the letter and spirit of all applicable laws and regulations, and we have policies, procedures and training in place to ensure that our employees know and understand our criteria for determining the risk rating of client or business relationships.
The European Commission updated the Fourth Directive on the prevention of the use of the financial system for money laundering and terrorist financing during 2016 and member states were required to incorporate the updated Directive into national laws by 26 June 2017. Financial institutions were required to comply with these laws from this date; HSBC’s Global Anti-money Laundering ('AML') policy incorporates the requirements of the updated directive.
We continue to monitor activities relating to those countries which are subject to economic sanctions programmes administered by the United States ('US'), the United Nations ('UN'), the United Kingdom ('UK') and the European Union ('EU'). Additionally, our
 
sanctions screening also incorporates local lists as required in the jurisdictions in which we operate.
HSBC policy requires all Group companies to comply to the extent applicable with US sanctions laws. This means that US subsidiaries and US nationals must comply with US sanctions and that HSBC subsidiaries outside the US which are not US persons must not participate in transactions within US jurisdictions (including most US dollar transactions) that would contravene US sanctions.
During 2017 the US issued new legislation expanding sanctions on Russia, Venezuela, and North Korea, and issued an executive order modifying sanctions with respect to Sudan. HSBC’s Global Sanctions Policy has been updated to ensure compliance with the various requirements resulting from changes in US sanctions laws.
We do not consider that our business activities with counterparties with whom transactions are restricted or prohibited under US sanctions are material to our business, and such activities represented a very small part of the Group’s total assets at 31 December 2017 and total revenues for the year ended 31 December 2017.
We entered into agreements with the US Department of Justice (‘DoJ’) and the UK Financial Conduct Authority (‘FCA’) in 2012, including the five-year Deferred Prosecution Agreement (‘DPA’) which required the implementation of an effective AML and sanctions compliance programme. On 11 December 2017, with the DoJ’s agreement, the DPA expired and the charges deferred by the DPA were dismissed on 12 December 2017. Despite the expiration of the DPA and the dismissal of the charges contained within, we will continue to develop the AML and sanctions compliance programme.
Holdings entered into a Consent Order with the Federal Reserve Bank of Chicago (FRB-C) in 2012 which also required the implementation of an effective AML and sanctions compliance programme. This Consent Order remains in effect as of year-end 2017.
Other
HSBC Bank USA entered into a Consent Order with the Office of the Comptroller of the Currency, and HSBC North American Holdings (‘HNAH’) entered into a Consent Order with the Federal Reserve Board in October 2010. These Orders required improvement of our compliance risk management programme, including AML controls across our US businesses. HSBC Bank USA and HNAH have taken appropriate steps to comply with the requirements of these Orders while ensuring that effective policies and procedures are maintained.
Disclosures pursuant to Section 13(r) of the Securities Exchange Act
Section 13(r) of the Securities Exchange Act requires each issuer registered with the SEC to disclose in its annual or quarterly reports whether it or any of its affiliates have knowingly engaged in specified activities or transactions with persons or entities targeted by US sanctions programmes relating to Iran, terrorism, or the proliferation of weapons of mass destruction, even if those activities are not prohibited by US law and are conducted outside the US by non-US affiliates in compliance with local laws and regulations.
To comply with this requirement, HSBC Holdings plc (together with its affiliates, ‘HSBC’) has requested relevant information from its affiliates globally. The following activities conducted by HSBC are disclosed in response to Section 13(r):
Loans in repayment
Between 2001 and 2005, the Project and Export Finance business of HSBC arranged or participated in a portfolio of loans to Iranian energy companies and banks. All of these loans were guaranteed by European and Asian export credit agencies and have varied maturity dates with final maturity in 2018. For those loans that remain outstanding, we continue to seek repayment in accordance with our obligations to the supporting export credit agencies. Details of these loans follow.

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At 31 December 2017, we had five loans outstanding to an Iranian petrochemical company. These loans are supported by the official export credit agencies of the following countries: the UK, South Korea and Japan. We continue to seek repayments from the Iranian company under the outstanding loans in accordance with their original maturity profiles. Two repayments have been made under each of the five loans in 2017.
We also acted as a sub-participant in a Spanish Export Credit Agency supported loan provided by another international bank to Bank Mellat. This loan matured in 2013 with claims for non-payment being settled by the agency. A small balance which had remained unpaid by Bank Mellat in relation to this legacy asset was recovered in the first quarter of 2017.
Estimated gross revenue and net profit generated by these loans in repayment for 2017, which includes interest and fees, was approximately $107,000. While we intend to continue to seek repayment under the existing loans, all of which were entered into before the petrochemical sector of Iran became a target of US sanctions, we do not currently intend to extend any new loans.
Legacy contractual obligations related to guarantees
Between 1996 and 2007, we provided guarantees to a number of our non-Iranian customers in Europe and the Middle East for various business activities in Iran. In a number of cases, we issued counter-indemnities in support of guarantees issued by Iranian banks as the Iranian beneficiaries of the guarantees required that they be backed directly by Iranian banks. The Iranian banks to which we provided counter-indemnities included Bank Tejarat, Bank Melli and the Bank of Industry and Mine.
There was no measurable gross revenue in 2017 under those guarantees and counter indemnities. We do not allocate direct costs to fees and commissions and, therefore, have not disclosed a separate net profit measure. We are seeking to cancel all relevant guarantees and counter-indemnities and do not currently intend to provide any new guarantees or counter-indemnities involving Iran. None were cancelled in 2017 and approximately 19 remain outstanding.
Other relationships with Iranian banks
Activity related to US-sanctioned Iranian banks not covered elsewhere in this disclosure includes the following:
We maintain several accounts in the UK for an Iranian-owned, UK-regulated financial institution. These accounts are generally no longer restricted under UK law, though we maintain restrictions on the accounts as a matter of policy. We are seeking to exit these accounts and have begun transferring the funds to the clients' accounts at other financial institutions. Estimated gross revenue in 2017 on these accounts, which includes fees and/or commissions, was approximately $109,090.
We act as the trustee and administrator for a pension scheme involving eight employees of a US-sanctioned Iranian bank in Hong Kong, six of whom joined the scheme during 2017. Under the rules of this scheme, we accept contributions from the Iranian bank each month and allocate the funds into the pension accounts of the Iranian bank’s employees. We run and operate this pension scheme in accordance with Hong Kong laws and regulations. Estimated gross revenue, which includes fees and/or commissions, generated by this pension scheme in 2017 was approximately $2,910.
For the Iranian bank-related activity discussed above, we do not allocate direct costs to fees and commissions and, therefore, have not disclosed a separate net profit measure.
We have been holding a safe custody box for the Central Bank of Iran. For a number of years, the box has not been accessed by the Central Bank of Iran and no fees have been charged to the Central Bank of Iran.
We currently intend to continue to wind down the activity discussed in this section, to the extent legally permissible, and not enter into any new such activity.
 
Activity related to US Executive Order 13224
We maintain an account for a corporate customer whose owner was designated under Executive Order 13382 during the first quarter of 2017. The customer made a payment of $370,000 shortly after the owner’s designation, which was cleared locally. The account was subsequently frozen. There was no measurable gross revenue or net profit generated from this transaction in 2017.
Other activity
We have an insurance company customer in the United Arab Emirates that during 2017 made six payments and processed five cheques for the reimbursement of medical treatment to a hospital located in the United Arab Emirates and owned by the Government of Iran. HSBC processed all 11 transactions to the hospital made by its customer.
We have a travel agent customer in Europe that made 12 payments to an airline owned by the Government of Iran for the purchase of airline tickets on behalf of a customer.
We maintain an account for an individual customer that made a payment to the Embassy of Iran in Malaysia through a depository account during the first quarter of 2017, which pertained to charges for sending a document to his father in Iran.
We maintain an account for a corporate customer that received a payment from an Iranian-owned financial institution during the first quarter of 2017.
We maintain an account for an individual customer that received a cheque payment from an Iranian state owned entity during the first quarter of 2017.
We maintain an account for a corporate customer that received a cheque payment issued by an Iranian-owned financial institution during the first quarter of 2017.
We maintain accounts for certain individual and corporate customers that have used HSBC credit cards to make payments to Iranian owned entities (such as Iranian embassies located in different countries for consular services), during 2017.
For the activity in this section, there was no measurable gross revenue or net profit to HSBC in 2017.
Frozen accounts and transactions
We maintain several accounts that are frozen as a result of relevant sanctions programmes, and safekeeping boxes and other similar custodial relationships, for which no activity, except as licensed or otherwise authorised, took place during 2017. There was no measurable gross revenue or net profit to HSBC in 2017 relating to these frozen accounts.


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Risk
 
Page
Our conservative risk appetite
Top and emerging risks
Externally driven
Internally driven
Risk factors
Areas of special interest
Process of UK withdrawal from the European Union
Risk management
Our risk management framework
Our material banking and insurance risks
Credit risk management
Liquidity and funding risk management
Market risk management
Operational risk management
Regulatory compliance risk management
Financial crime risk management
Insurance manufacturing operations risk management
Other material risks
 
– Reputational risk management
– Sustainability risk management
– Pension risk management
Key developments and risk profile in 2017
Key developments in 2017
Credit risk profile
Liquidity and funding risk profile
Market risk profile
Operational risk profile
Insurance manufacturing operations risk profile
Our conservative risk appetite
Throughout its history, HSBC has maintained an evolving conservative risk profile. This is central to our business and strategy.
The following principles guide the Group’s overarching risk appetite and determine how its businesses and risks are managed.
Enterprise-wide application
Our risk appetite encapsulates consideration of financial and non-financial risks and is expressed in both quantitative and qualitative terms.
It is applied at the global business level, at the regional level, and to material operating entities.
Financial position
Strong capital position, defined by regulatory and internal capital ratios.
Liquidity and funding management for each operating entity, on a stand-alone basis.
Operating model
Returns generated in line with risk taken.
Sustainable and diversified earnings mix, delivering consistent returns for shareholders.
Business practice
Zero tolerance for knowingly engaging in any business, activity or association where foreseeable reputational risk or damage has not been considered and/or mitigated.
No appetite for deliberately or knowingly causing detriment to consumers, or incurring a breach of the letter or spirit of regulatory requirements.
No appetite for inappropriate market conduct by a member of staff or by any Group business.
 
Top and emerging risks
Our approach to identifying and monitoring top and emerging risks is described on page 109 . During 2017, there have been a number of developments in our top and emerging risks analysis to reflect our assessment of the issues facing HSBC. Our current top and emerging risks are as follows.
Externally driven
Economic outlook and capital flows
Although global economic activity strengthened in 2017, growth was weak in many countries and headwinds remain in both developed and emerging economies. Global central banks have initiated a gradual tightening of monetary policy that will likely continue into 2018. Sharper than expected interest rate rises, or economic and/or geopolitical shocks, could lead to an increase in capital flows volatility, especially for emerging markets, potentially impacting economic growth.
Protectionism is on the rise in many parts of the world, driven by both populist sentiment and structural challenges facing developed economies. This rise could contribute to weaker global trade, potentially affecting HSBC’s traditional lines of business.
The ongoing uncertainty regarding the terms of the UK’s exit from the EU, the UK’s future relationship with the EU, and its trading relationship with the rest of the world, may lead to market volatility, which could affect both the Group and its customers.
The level of indebtedness in mainland China remains high. Any policy action to restrain credit growth could have wider ramifications for regional and global economic growth, trade and capital flows.
Increased tensions in the Middle East may have significant regional economic and political consequences which could impact the Group’s operations within the region.
Oil prices have staged a partial recovery since mid-2017, returning to levels last seen in late 2014. Nevertheless, certain producers, exporters and oil services companies are still under financial strain, which could negatively affect their investment budgets and thus business prospects for HSBC.
Mitigating actions
We actively assess the impact of economic developments in key markets on specific customer segments and portfolios and take appropriate mitigating actions. These actions include revising risk appetite and/or limits, as circumstances evolve.
We use internal stress testing and scenario analysis, as well as regulatory stress test programmes, to evaluate the potential impact of macroeconomic shocks on our businesses and portfolios. Our approach to stress testing is described on page  109 .
We have carried out detailed reviews and stress tests of our wholesale credit and trading portfolios to determine those sectors and customers most vulnerable to the UK’s exit from the EU, in order to proactively manage and mitigate this risk.
Geopolitical risk
Our operations and portfolios are exposed to risks associated with political instability, civil unrest and military conflict, which could lead to disruption to our operations, physical risk to our staff and/or physical damage to our assets. In addition, rising protectionism and the increasing trend of using trade and investment policies as diplomatic tools may also adversely affect global trade flows.
Geopolitical risk remained heightened throughout 2017. While elections across the EU during 2017 have temporarily stemmed a populist tide, political uncertainty remains high in the UK as negotiations progress towards an exit from the EU (see ‘Process of UK withdrawal from the European Union’ in Areas of special interest on page 106 ). In addition, the threat of terrorism within the region remains high.

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In the Middle East, a number of countries severed diplomatic and transport ties with Qatar, a leading exporter of liquefied natural gas and a significant global investor. Further sanctions may be imposed on Iran outside the guidelines laid out in the Joint Comprehensive Plan of Action, which was decertified, rather than dismantled, by the Trump administration. The tensions between Saudi Arabia, the US and Iran may remain.
In Asia, tensions continue to rise between North Korea and the US as a result of North Korean progress in its missile and nuclear programmes. The stronger Chinese enforcement of UN sanctions on North Korea may not halt further missile and nuclear tests. Any escalation could have a significant impact on regional and global trade.
Mitigating actions
We continually monitor the geopolitical outlook, in particular in countries where we have material exposures and/or a physical presence. We have also established dedicated forums to monitor geopolitical developments.
We use internal stress tests and scenario analysis as well as regulatory stress test programmes, to adjust limits and exposures to reflect our risk appetite and mitigate risks as appropriate. Our internal credit risk ratings of sovereign counterparties take into account geopolitical developments that could potentially disrupt our portfolios and businesses.
Contingency planning for the UK’s exit from the EU continues and we are assessing the potential impact on our portfolios, operations and staff.
We have taken steps to enhance physical security in those geographical areas deemed to be at high risk from terrorism and military conflicts.
The credit cycle
The credit environment remains benign as evidenced by the continued fall in loan impairment charges during 2017. However, there is a risk that the credit cycle could turn sharply as a result of shocks. These could occur as a result of political events in the US, UK and EU, or sentiment towards mainland China deteriorating amid concerns over increasing leverage in the financial system. Additionally, a renewed downward trend in oil prices could increase financial difficulties in the oil and gas sector.
Substantial amounts of external refinancing are due in emerging markets in 2018. Stress could appear in a wide array of credit segments and impairment allowances could increase if the credit quality of our customers is affected by less favourable global economic conditions in some markets.
Mitigating actions
We closely monitor economic developments in key markets and sectors and undertake scenario analysis. This enables us to take portfolio actions where necessary, including enhanced monitoring, amending our risk appetite and/or reducing limits and exposures.
We stress test portfolios of particular concern to identify sensitivity to loss under a range of scenarios, with management actions being taken to rebalance exposures and manage risk appetite where necessary.
Reviews of key portfolios are undertaken regularly to help ensure that individual customer or portfolio risks are understood and our ability to manage the level of facilities offered through any downturn is appropriate.
Cyber-threat and unauthorised access to systems
HSBC and other public and private organisations continue to be the targets of increasingly sophisticated cyber-attacks. Ransomware and distributed denial of service attacks appear to be an increasingly dominant threat to the financial industry, which may result in disruption to our operations and customer-facing websites or loss of customer data.
 
Mitigating actions
We continue to strengthen and significantly invest in our ability to prevent, detect and respond to the ever-increasing and sophisticated threat of cyber-attacks. Specifically, we continue to enhance our capabilities to protect against increasingly sophisticated malware, denial of service attacks and data leakage prevention, as well as enhancing our security event detection and incident response processes.
Cyber risk is a priority area for the Board and is regularly reported at Board level to ensure appropriate visibility, governance and executive support for our ongoing cybersecurity programme.
We participate in intelligence sharing with both law enforcement and industry schemes to help improve our understanding of, and ability to respond to, the evolving threats faced by us and our peers.
Regulatory, technological and sustainability developments including conduct, with adverse impact on business model and profitability
Financial service providers continue to face stringent regulatory and supervisory requirements, particularly in the areas of capital and liquidity management, conduct of business, financial crime, internal control frameworks, the use of models and the integrity of financial services delivery. The competitive landscape in which the Group operates may be significantly altered by future regulatory changes and government intervention. Regulatory changes, including any resulting from the UK’s exit from the EU, may affect the activities of the Group as a whole, or of some or all of its principal subsidiaries.
In September 2017, HSBC Holdings and HSBC North America Holdings Inc. (‘HNAH’) consented to a civil money penalty order with the US Federal Reserve Board (‘FRB’) in connection with its investigation into HSBC’s foreign exchange activities. Under the terms of the order, HSBC Holdings and HNAH agreed to undertake certain remedial steps and to pay a civil money penalty to the FRB. In January 2018, HSBC Holdings entered into a three-year deferred prosecution agreement with the US Department of Justice (‘DoJ’) (‘FX DPA’), regarding fraudulent conduct in connection with two particular transactions in 2010 and 2011. This concluded the DoJ’s investigation into HSBC’s historical foreign exchange activities. Under the terms of the FX DPA, HSBC has a number of ongoing obligations, including continuing to cooperate with authorities and implementing enhancements to its internal controls and procedures in its Global Markets business which will be the subject of annual reports to the DoJ. In addition, HSBC agreed to pay a financial penalty and restitution.
While we are actively engaging in opportunities, there is a risk that the rise of financial technology (‘fintech’) could disrupt the traditional business model of financial institutions.
The financial sector has also been subject to an increasing number of campaigns promoting environmental objectives, including climate change related risks (see page 27 ), as the sophistication of campaigns and research capabilities of non-governmental organisations (‘NGOs’) develop.
Mitigating actions
We are fully engaged with governments and regulators in the countries in which we operate to help ensure that new requirements are considered properly by regulatory authorities and the financial sector and can be implemented effectively. Significant regulatory programmes, such as Global Standards (see page 13 ) and the establishment of the UK ring-fenced bank, are overseen by the Group Change Committee (‘GCC’).
We hold regular meetings with UK authorities to discuss strategic contingency plans covering a wide range of scenarios relating to the UK’s exit from the EU.
We have invested significant resources and have taken, and will continue to take, a number of steps to improve our compliance systems and controls relating to global markets activities. For

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further details, see ‘Regulatory compliance risk management’ on page 117 .
The HSBC Digital Solutions team is actively pursuing opportunities in the fintech space and is deploying solutions with a higher level of agility than our traditional model, helping to enable us to be more competitive in this area.
We continue to work with NGOs to enhance our policies to support sustainable finance.
Financial crime risk environment
Financial institutions remain under considerable regulatory scrutiny regarding their ability to prevent and detect financial crime. Financial crime threats continue to evolve, often in tandem with geopolitical developments. The financial crime risks related to the use of innovative fintech are not yet fully understood, while the changing sanctions regulatory landscape presents execution challenges.
Recent terrorist attacks in Europe and the US may increase law enforcement and/or regulatory focus on bank controls to combat terrorist financing and timely reporting to authorities. This focus may also lead to conflicts between data demands from law enforcement and the data protections which HSBC is required to enforce.
HSBC Bank USA entered into a consent cease and desist order with the OCC in October 2010 and HSBC North America Holdings entered into a consent cease and desist order with the FRB. HSBC Bank USA further entered into an enterprise-wide compliance consent order in 2012. HSBC Holdings consented to a cease and desist order with the FRB in December 2012. Together, these orders required improvements to establish an effective compliance risk management programme across HSBC, including risk management related to the Bank Secrecy Act, AML and compliance with US sanctions laws. Failure to comply with these orders by HSBC could place further restrictions on the operations of HSBC entities, and therefore impact the achievement of our strategic objectives.
HSBC Bank USA, as the primary US dollar correspondent bank for the Group, is subject to heightened financial crime risk arising from business conducted on behalf of clients as well as its non-US HSBC affiliates. If HSBC Bank USA fails to conduct adequate due diligence on clients, including its affiliates, or otherwise inappropriately processes US dollar payments on behalf of non-US HSBC affiliates, it could be in breach of applicable US AML and sanctions laws and regulations and become subject to legal or regulatory enforcement actions by the Office of Foreign Assets Control and other US agencies.
Mitigating actions
We continued to enhance our Financial Crime Risk function which brings together all areas of financial crime risk management at HSBC (see page 118 ).
We strengthened governance processes during 2017 by establishing formal financial crime risk governance committees at region, global business and country levels of the organisation. This will help to ensure appropriate oversight and escalation of issues to the Financial Crime Risk Management Meeting of the Group Management Board.
We are working to develop enhanced risk management capabilities through better use of sophisticated analytical techniques.
We are working to ensure that the reforms we have put in place are both effective and sustainable over the long term. Work in these areas will continue to be consistent with the terms of the orders by which we are bound and the strategic objectives of the Group.

 
Internally driven
IT systems infrastructure and resilience
HSBC continues to invest in the reliability and resilience of our IT systems and critical services. We do so to help prevent disruption to customer services, which could result in reputational and regulatory damage.
Mitigating actions
Strategic initiatives are transforming how technology is developed, delivered and maintained, with a particular focus on providing high-quality, stable and secure services. As part of this, we are concentrating on materially improving system resilience and service continuity testing. In addition, we have enhanced the security of our development life cycle and improved our testing processes and tools.
During 2017, we continued to monitor and upgrade our IT systems, simplifying our service provision and replacing older IT infrastructure and applications. These enhancements led to a further improvement in service availability during the year for our customers and employees.
Impact of organisational change and regulatory demands on employees
Our success in delivering the Group’s strategic priorities, as well as significant regulatory change programmes, depends in part on the retention of key members of our management team and wider employee base. The ability to continue to attract, train, motivate and retain highly qualified professionals in an employment market where expertise is often mobile and in short supply is critical. This may depend on factors beyond our control, including economic, market and regulatory conditions. In addition, the impact of the UK’s exit from the EU on our employees and the scale of the resultant organisational change is yet to be fully understood.
Mitigating actions
Risks related to organisational change are subject to close management oversight. A range of actions are being developed to address the risks associated with the Group’s major change initiatives, including recruitment, development and extensive relocation support to existing employees in the UK ring-fenced bank.
Through dedicated work streams, we continue to develop succession plans using a broad array of talent-sourcing channels for key management roles, which are reviewed on a regular basis.
Contingency planning to address the potential impacts of the UK’s exit from the EU on our staff is underway with regular updates provided to the UK authorities.
Execution risk
In order to deliver our strategic objectives and meet mandatory regulatory requirements, it is important for HSBC to maintain a strong focus on execution risk. This requires robust management of significant resource-intensive and time-sensitive programmes. Risks arising from the magnitude and complexity of change may include regulatory censure, reputational damage or financial losses.
Mitigating actions
The GCC, chaired by the Group Chief Operating Officer, oversees these key regulatory and strategic initiatives, managing interdependencies and providing direction and support to help ensure their effective and timely delivery.
In 2017, we continued to manage execution risks through closely monitoring the punctual delivery of critical initiatives, internal and external dependencies, and key risks, to allow better portfolio management across Group. The GCC also monitors the ongoing completion of material deliverables across these programmes in order to address any resourcing challenges.
The GCC escalates any necessary issues to the Group Risk Management Meeting of the Group Management Board.

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Risks arising from the receipt of services from third parties
We utilise third parties for the provision of a range of services, in common with other financial service providers. Risks arising from the use of third-party service providers may be less transparent and therefore more challenging to manage or influence. It is critical that we ensure that we have appropriate risk management policies, processes and practices, including adequate control over the selection, governance and oversight of third parties, particularly for key processes and controls that could affect operational resilience. Any deficiency in our management of risks arising from the use of third parties could affect our ability to meet strategic, regulatory or client expectations.
Mitigating actions
In the fourth quarter, we commenced the deployment of our delivery model in the first line of defence by establishing a dedicated team and developing associated processes, controls and technology for undertaking assessments of third-party service providers against key criteria throughout the third-party life cycle. In addition, we started to roll out associated control monitoring, testing and assurance processes.
We established a dedicated oversight forum in the second line of defence to monitor the embedding of policy requirements and performance against risk appetite.
Enhanced model risk management expectations
We use models for a range of purposes in managing our business, including regulatory capital calculations, stress testing, credit approvals, financial crime risk management and financial reporting. Internal and external factors have had a significant impact on our approach to model risk management. Moreover, the adoption of more sophisticated modelling techniques and technology across the industry could also lead to increased model risk.
Mitigating actions
We have established a model risk management sub-function in the second line of defence to strengthen governance and oversight of this risk type.
We further strengthened our model risk management framework throughout 2017 by establishing additional global model oversight committees and implementing policies and standards in accordance with key regulatory requirements.
As we adopt new modelling technologies, we are updating our model risk management framework and governance standards to help address any new risks arising.
Data management
The Group uses a large number of systems and applications to support key business processes and operations. As a result, we often need to reconcile multiple data sources, including customer data sources, to reduce the risk of error. HSBC, along with other organisations, also needs to meet external/regulatory obligations such as the General Data Protection Regulation (‘GDPR’) which requires implementation of data privacy and protection capabilities across our customer data systems by May 2018.
Mitigating actions
We continue to improve data quality across a large number of systems globally. Our data management and aggregation continues to strengthen and enhance the effectiveness of internal systems and processes. We are implementing data controls for critical processes in the ‘front-office’ systems to improve our data capture at the point of entry.
We continue to proactively monitor customer and transaction data resolving any associated data issues. We have also implemented data controls and enhanced reconciliation in order to improve the reliability of data used by our customers and staff.
 
Our data culture is strengthening with ownership and accountability attributed to our businesses and increased focus on data as a Group asset.
We have deployed risk and finance data aggregation and advanced reporting capabilities to key markets in 2017. We are on track for completing actions for the remaining countries in scope by the end of 2018.
A dedicated programme of work has been mobilised to execute the GDPR requirements in order to enhance our customers’ data protection and privacy.
Risk factors
We have identified a comprehensive suite of risk factors that covers the broad range of risks our businesses are exposed to. A number of the risk factors have the potential to have a material adverse effect on our business, prospects, financial condition, capital position, reputation, results of operations and/or our customers. They may not necessarily be deemed as top or emerging risks; however, they inform the ongoing assessment of our top and emerging risks that may result in our risk appetite being revised. The risk factors are set out below.
Macroeconomic and geopolitical risk
Current economic and market conditions may adversely affect our results
Our earnings are affected by global and local economic and market conditions.
Uncertain and at times volatile economic conditions can create a challenging operating environment for financial services companies such as HSBC. In particular, we may face the following challenges to our operations and operating model in connection with these factors:
the demand for borrowing from creditworthy customers may diminish if economic activity slows or remains subdued;
if capital flows are disrupted, some emerging markets may impose protectionist measures that could affect financial institutions and their clients, and other emerging, as well as developed markets, may be tempted to follow suit;
if interest rates begin to increase, consumers and businesses may struggle with the additional debt burden which could lead to increased delinquencies and loan impairment charges;
our ability to borrow from other financial institutions or to engage in funding transactions may be adversely affected by market disruption;
market developments may depress consumer and business confidence beyond expected levels. If economic growth is subdued, for example, asset prices and payment patterns may be adversely affected, leading to greater than expected increases in delinquencies, default rates and loan impairment charges. However, if growth is too rapid, new asset valuation bubbles could appear, particularly in the real estate sector, with potentially negative consequences for banks; and
a rise in protectionism, including as may be driven by populist sentiment and structural challenges facing developed economies. This rise could contribute to weaker global trade, potentially affecting HSBC’s traditional lines of business.
The occurrence of any of these events or circumstances could have a material adverse effect on our business prospects, financial condition, customers and results of operations.
We are subject to political risks in the countries in which we operate, including the risk of government intervention
We operate through an international network of subsidiaries and affiliates in over 65 countries and territories around the world. Our operations are subject to potential unfavourable political developments (which may include coups and/or civil wars), currency fluctuations, social instability and changes in

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government policies in the countries in which we operate or where we have exposure. These may take the form of expropriation, restrictions on international ownership, interest-rate caps, limits on dividend flows and tax in the jurisdictions in which we operate. Such developments could cause disruptions to our operations and result in a material adverse effect on our business, prospects, financial condition and results of operations.
The UK’s withdrawal from the European Union may adversely affect our operating model and financial results
The UK electorate’s vote and the exit agreement to leave the European Union may have a significant impact on general macroeconomic conditions in the United Kingdom, the European Union and globally. Negotiations of the UK’s exit agreement, its future relationship with the EU and its trading relationships with the rest of the world will likely take a number of years to resolve. This may result in a prolonged period of uncertainty and market volatility, until the UK’s future relationship with the EU and the rest of the world is clearer. Given the time frame and the complex negotiations involved, a clearer picture is not expected to emerge for some time.
Uncertainty as to the precise terms of these arrangements, and the future legal and regulatory landscape, may lead to unstable economic conditions, market volatility and currency fluctuations. Among other issues, the UK’s future relationship with the EU may have implications for the future business model for our London-based European cross-border banking operations, which relies on unrestricted access to the European financial services market. The current negotiating stance of the UK government is likely to include the loss of EU ‘passporting rights’ (that would require us to make use of alternative licensing arrangements for our operations in EU jurisdictions), a discontinuation of the free movement of services and significant changes to the UK’s immigration policy. As a result, meeting our clients' needs following the UK’s departure from the EU will likely require adjustments to our London-based European cross-border banking operations.
These types of challenging market conditions have historically resulted in reduced liquidity, greater volatility, widening of credit spreads and lack of price transparency in credit and capital markets. The adverse market conditions have impacted investment markets globally, including adverse changes and increased volatility in interest rates and exchange rates, and decreased returns from equity, property and other investments.
We may face the following challenges to our operations and operating model in connection with these factors, as a result of the UK’s exit from the EU:
our operating costs could increase, and we could be forced to relocate UK staff and businesses to other jurisdictions;
the demand for borrowing from creditworthy customers may diminish if economic activity slows or remains subdued;
if capital flows are disrupted, some emerging markets may impose protectionist measures that could affect financial institutions and their clients;
our ability to borrow from other financial institutions or to engage in funding transactions may be adversely affected by market disruption; for example, in the event of contagion from stress in the eurozone and global sovereign and financial sectors;
market developments may depress consumer and business confidence beyond expected levels. If economic growth remains subdued, for example, asset prices and payment patterns may be adversely affected, leading to greater than expected increases in delinquencies, default rates, write-offs and loan impairment charges. However, if growth is too rapid, new asset valuation bubbles could appear, particularly in the real estate sector, with potentially negative consequences for banks; and
the other challenges due to uncertain and at times volatile economic conditions, as described under 'Current economic
 
and market conditions may adversely affect our results', could be exacerbated.
The occurrence of any of the events described above could have a material adverse effect on HSBC’s business, financial condition and prospects, the results of the operations and/or our customers.
Changes in foreign currency exchange rates may affect our results
We prepare our accounts in US dollars because the US dollar and currencies linked to it form the major currency bloc in which we transact and fund our business. However, a substantial portion of our assets, liabilities, assets under management, revenues and expenses are denominated in other currencies. Changes in foreign exchange rates, including those that may result from a currency becoming de-pegged from the US dollar, have an effect on our reported income, cash flows and shareholders’ equity, and could have a material adverse effect on our business, prospects, financial condition and results of operations.
Macro-prudential, regulatory and legal risks to our business model
We may fail to effectively manage affiliate risk
HSBC Bank USA, as the primary US dollar correspondent bank for the Group, is subject to heightened financial crime risk arising from business conducted on behalf of clients, as well as its non-US HSBC affiliates. If HSBC Bank USA fails to conduct adequate due diligence on clients, including its affiliates, or otherwise inappropriately processes US dollar payments on behalf of non-US HSBC affiliates, it could be in breach of applicable US AML and sanctions laws and regulations, become subject to legal or regulatory enforcement actions by OFAC or other US agencies and be required to pay substantial fines or penalties.
Failure to comply with certain regulatory requirements would have a material adverse effect on our results and operations
HSBC Bank USA is also subject to an agreement entered into with the OCC in December 2012, the Gramm-Leach-Bliley Act (‘GLBA’) Agreement and other consent orders. As reflected in the agreement entered into with the OCC in December 2012 (‘the GLBA Agreement’), the OCC has determined that HSBC Bank USA is not in compliance with the requirements that a national bank, and each depository institution affiliate of the national bank, must be both well capitalised and well managed in order to own or control a financial subsidiary. As a result, HSBC Bank USA and its parent holding companies, including HSBC Holdings, do not meet the qualification requirements for financial holding company status. If all of our affiliate depository institutions are not in compliance with these requirements within the time periods specified in the GLBA Agreement, as they may be extended, HSBC could be required either to divest HSBC Bank USA or to divest or terminate any financial activities conducted in reliance on financial holding company status under the GLBA. Similar consequences could result for financial subsidiaries of HSBC Bank USA that engage in activities in reliance on expanded powers provided for in the GLBA. Any such divestiture or termination of activities would have a material adverse effect on our business, prospects, financial condition and results of operation.
We may fail to meet the requirements of regulatory stress tests
We are subject to regulatory stress testing in many jurisdictions which are described on page 118 . These exercises are designed to assess the resilience of banks to potential adverse economic or financial developments and ensure that they have robust, forward-looking capital planning processes that account for the risks associated with their business profile. Assessment by regulators is on both a quantitative and qualitative basis, the latter focusing on our data provision, stress testing capability and internal management processes and controls.
Failure to meet quantitative or qualitative requirements of regulatory stress test programmes, or the failure by regulators to approve our stress results and capital plans, could have a material

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adverse effect on our prospects, financial condition and results of operations.
We are subject to a number of legal and regulatory actions and investigations, the outcomes of which are inherently difficult to predict
We face significant legal and regulatory risks in our business. The volume and amount of damages claimed in litigation, regulatory proceedings and other adversarial proceedings against financial institutions are increasing for many reasons, including a substantial increase in the number of regulatory changes taking place globally, increased media attention and higher expectations from regulators and the public. In addition, criminal prosecutions of financial institutions for, among other things, alleged conduct, breaches of AML and sanctions regulations, antitrust violations, market manipulation, aiding and abetting tax evasion, and providing unlicensed cross-border banking services, have become more commonplace and may increase in frequency due to increased media attention and higher expectations from prosecutors and the public. Any such prosecution of HSBC or one or more of its subsidiaries could result in substantial fines, penalties and/or forfeitures, and could have a material adverse effect on our business, financial condition, results of operations, prospects and reputation, including the potential loss of key licences, requirement to exit certain businesses and withdrawal of funding from depositors and other stakeholders.
Additionally, we continue to be subject to a number of material legal proceedings, regulatory actions and investigations, including for example in relation to HSBC’s historical foreign exchange sales and trading activities, which concluded with the entry into a deferred prosecution agreement with the Criminal Division of the DoJ (the ‘FX DPA’) as described in Note 34 on the Financial Statements. It is inherently difficult to predict the outcome of many of the legal, regulatory and other adversarial proceedings involving our businesses, particularly those cases in which the matters are brought on behalf of various classes of claimants, seek damages of unspecified or indeterminate amounts or involve novel legal claims. Additionally, potential consequences of breaching the FX DPA could include the imposition of additional terms and conditions on HSBC, an extension of the agreement or the criminal prosecution of HSBC, which could, in turn, entail further financial penalties and collateral consequences. Moreover, we may face additional legal proceedings, investigations or regulatory actions in the future, including in other jurisdictions and/or with respect to matters similar to, or broader than, the existing legal proceedings, investigations or regulatory actions. An unfavourable result in one or more of these proceedings could have a material adverse effect on our business, prospects, financial condition, reputation and/or results of operations.
We are subject to unfavourable legislative or regulatory developments and changes in the policy of regulators or governments
Our businesses are subject to ongoing regulation and associated regulatory risks, including the effects of changes in the laws, regulations, policies, voluntary codes of practice and interpretations in the UK, the US, Hong Kong, the EU and the other markets in which we operate. This is particularly the case given the current environment, where we expect government and regulatory intervention in the banking sector to remain high for the foreseeable future. Additionally, many of these changes have an effect beyond the country in which they are enacted, as regulators either deliberately enact regulation with extra-territorial impact or our operations mean that the Group is obliged to give effect to ‘local’ laws and regulations on a wider basis.
In recent years, regulators and governments have focused on reforming both the prudential regulation of the financial services industry and the ways in which the business of financial services is conducted. Measures include enhanced capital, liquidity and funding requirements, the separation or prohibition of certain activities by banks, changes in the operation of capital markets activities, the introduction of tax levies and transaction taxes, changes in compensation practices and more detailed requirements on how business is conducted. The governments
 
and regulators in the UK, the US, Hong Kong, the EU or elsewhere may intervene further in relation to areas of industry risk already identified, or in new areas, which could adversely affect us.
More stringent regulatory requirements, including further capital, liquidity and funding requirements, and adjustments in the use of models for measuring risk, may adversely affect elements of our business, particularly if capital requirements are increased.
There may be changes in laws, rules or regulations, or in their interpretation or enforcement, or in how new laws, rules or regulations are implemented. Further, there may be uncertainty and lack of international regulatory coordination as enhanced supervisory standards are developed and implemented. These developments are expected to continue to change the way in which we are regulated and supervised, and could affect the manner in which we conduct our business activities, capital requirements, risk management or how the Group is structured; all of which could have a material adverse effect on our business, prospects, financial condition, reputation and results of operations.
We may not manage risks associated with the replacement of benchmark indices effectively
The expected replacement of the key London Interbank Offered Rate (‘LIBOR’) with alternative benchmark rates introduces a number of risks for HSBC, its clients, and the financial services industry more widely. This includes, but is not limited to:
Legal risks, as changes required to documentation for new and existing transactions may be required;
Financial risks, arising from any changes in the valuation of financial instruments linked to benchmark rates;
Pricing risks, as changes to benchmark indices could impact pricing mechanisms on some instruments;
Operational risks, due to the potential requirement to adapt IT systems, trade reporting infrastructure and operational processes; and
Conduct risks, relating to communication with potential impact on customers, and engagement during the transition period.
The replacement of benchmarks together with the timetable and mechanisms for implementation have not yet been confirmed by central banks. Accordingly, it is not currently possible to determine whether, or to what extent, any such changes would affect HSBC. However, the implementation of alternative benchmark rates may have a material adverse effect on our financial condition, customers and operations.
We may fail to comply with all applicable regulations, particularly any changes thereto
Authorities in many jurisdictions have the power to bring administrative or judicial proceedings against us that could result in, among other things, the suspension or revocation of our licences, cease and desist orders, fines, civil penalties, criminal penalties or other disciplinary actions.
Areas where changes could have an adverse effect on our business, prospects, financial condition or results of operations include, but are not limited to:
general changes in government, central bank, regulatory or competition policy, or changes in regulatory regimes that may influence investor decisions in particular markets in which we operate;
the structural separation of certain banking and other activities proposed or enacted in a number of jurisdictions;
requirements flowing from arrangements for the resolution strategy of the Group and its individual operating entities, that may have different effects in different countries;
the implementation of extra-territorial laws, including initiatives to share tax information;
the implementation in January 2018 of Directive 2014/65/EU and Regulation 600/2014/EU (collectively referred to as 'MiFID II'), which impose (among others) enhanced transparency

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requirements and related restrictions in relation to dealings with clients, markets and regulators;
the implementation of Directive 2014/59/EU establishing the framework for the recovery and resolution of credit institutions and investment firms (the ‘BRRD’), including minimum requirements for own funds and eligible liabilities or MREL, by the Bank of England (‘BoE’) and its interaction with TLAC requirements for G-SIBs in other jurisdictions discussed on page 86 ;
the UK’s exit from the EU, which could result in significant changes to those EU laws (including taxation laws) applicable in the UK;
the implementation of the European Commission’s proposals for amendments to the BRRD and CRD IV, designed to implement various changes to the EU prudential framework and the implementation of the remaining reforms to the Basel III package including the approaches to credit risk, operational risk, credit valuation adjustment capital charges and the application of capital floors;
the proposal that EU banking groups with two or more institutions in the EU, but whose ultimate parent is outside the EU, must establish an EU parent undertaking that would be subject to consolidated prudential supervision in the EU and subject to capital requirements, recovery and resolution measures and separate reporting and disclosure requirements. It is unclear, particularly in light of the UK’s exit from the EU, how these requirements will affect the Group or how the Group will arrange any required restructuring in order to comply with the requirements;
the completion of the outstanding work by the Basel Committee in relation to the Basel II framework, including the treatment of sovereign risk and the long-term regulatory treatment for International Financial Reporting Standard 9, Financial Instruments (‘IFRS 9’) provisions;
the corporate governance, business conduct, capital, margin, reporting, clearing, execution and other regulatory requirements to which HSBC Bank USA and certain of our affiliates are or may become subject to in their role as a swap dealer, including as imposed by the CFTC and the SEC;
the increasing focus by regulators on how institutions conduct business, particularly with regard to the delivery of fair outcomes for customers and orderly/transparent markets, promoting effective competition in the interests of consumers and ensuring the orderly and transparent operation of global financial markets;
restrictions on the structure of remuneration and increasing requirements to detail management accountability within the Group (e.g. the requirements of the Senior Managers and Certification Regime in the UK and similar regimes in Hong Kong and elsewhere that are under consideration/implementation);
the implementation of any conduct measures as a result of regulators’ increased focus on institutional culture, employee behaviour and whistleblowing, including measures resulting from ongoing thematic work into the workings of the retail, SME and wholesale banking sectors and the provision of financial advice to consumers;
the focus globally on data (including on data processing and subject rights / transfer of information) and financial technology risks and cybersecurity and the introduction of new and/or enhanced standards in this area;
changes in national or supra-national requirements regarding the ability to offshore or outsource the provision of services and resources or transfer material risk to financial services companies located in other countries, that impact our ability to implement globally consistent and efficient operating models;
external bodies applying or interpreting standards or laws differently to us;
 
further requirements relating to financial reporting, corporate governance and employee compensation; and
expropriation, nationalisation, confiscation of assets and changes in legislation or regulations relating to foreign ownership.
We and our UK subsidiaries may become subject to stabilisation provisions under the Banking Act 2009, as amended, in certain significant stress situations
The Banking Act 2009, as amended, implements the BRRD in the UK and creates a special resolution regime (the ‘SRR’). Under the SRR, HM Treasury, the BoE and the PRA and FCA (together, the ‘Authorities’) are granted substantial powers to resolve and stabilise UK-incorporated institutions with permission to accept deposits pursuant to Part 4A of the FSMA that are failing or are likely to fail to satisfy the threshold conditions (within the meaning of section 55B of the FSMA) where it is in the public interest to do so. The SRR presently consists of five stabilisation options: (i) transfer of all of the business of a relevant entity or the shares of the relevant entity to a private sector purchaser; (ii) transfer of all or part of the business of the relevant entity to a ‘bridge bank’ wholly owned by the BoE; (iii) transfer of part of the assets, rights or liabilities of the relevant entity to one or more asset management vehicles for management of the transferor’s assets, rights or liabilities; (iv) the write-down, conversation, transfer, modification, or suspension of the relevant entity’s equity, capital instruments and liabilities; and (v) temporary public ownership of the relevant entity. These tools may also be applied to a parent company or affiliate of a relevant entity where certain conditions are met. In addition, the SRR provides for modified insolvency and administration procedures for relevant entities. It also confers ancillary powers on the Authorities, including the power to modify or override certain contractual arrangements in certain circumstances. The Authorities are also empowered by order to amend the law for the purpose of enabling the powers under the SRR to be used effectively. Such orders may promulgate provisions with retrospective applicability.
In general, the Banking Act requires the Authorities to have regard to specified objectives in exercising the powers provided for by the Banking Act. One of the objectives (which is required to be balanced as appropriate with the other specified objectives) refers to the protection and enhancement of the stability of the financial system of the UK. The Banking Act includes provisions related to compensation in respect of transfer instruments and orders made under it.
There is considerable uncertainty about how the Authorities may exercise the powers granted to them under the Banking Act. However, if we are at or approaching the point of non-viability, such as to require regulatory intervention, any exercise of any resolution regime powers by the Authorities may result in holders of our ordinary shares or other instruments that may fall within the scope of the ‘bail in’ powers described above being adversely affected, including by the cancellation of shares, the write-down or conversion into shares of other instruments, the loss of rights associated with shares or other instruments (including rights to dividends or interest payments), the dilution of their percentage ownership of our share capital, and any corresponding material adverse effect on the market price of our ordinary shares and other instruments.
Structural separation requirements of banking and trading activities enacted in the UK could have a material adverse effect on us
In December 2013, the UK Financial Services (Banking Reform) Act 2013 received Royal Assent. It implements the recommendations of the Independent Commission on Banking which, among other things, establish a framework for ‘ring-fencing’ UK retail banking in separately incorporated banking entities (‘ring-fenced banks’) from trading activities. Secondary legislation and regulatory rules have also been finalised.
The separation of retail and SME banking in the UK will be a material change to the structure of HSBC Bank plc, and the cost of implementing structural separation has been and may continue to

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be material, which could have a material adverse effect on our business, prospects, financial condition and results of operations.
We are subject to tax-related risks in the countries in which we operate
We are subject to the substance and interpretation of tax laws in all countries in which we operate and are subject to routine review and audit by tax authorities in relation thereto. Our interpretation or application of these tax laws may differ from those of the relevant tax authorities and we provide for potential tax liabilities that may arise on the basis of the amounts expected to be paid to the tax authorities. The amounts ultimately paid may differ materially from the amounts provided depending on the ultimate resolution of such matters. For example, the new US tax legislation (the ‘Tax Legislation’) contains certain complex provisions such as the Base Erosion and Anti-Abuse Tax, which may have a material impact in future periods on income tax expense for certain of our subsidiaries, depending upon, among other things, the future issuance of regulatory guidelines and other interpretive guidance. Additionally, it is not yet clear how the Tax Legislation will impact our clients and there is a risk that the Tax Legislation could have an adverse impact on our commercial relationship with those clients. Changes to tax law, tax rates and penalties for failing to comply could have a material adverse effect on our business, prospects, financial condition and results of operations.
Risks related to our business, business operations, governance and internal control systems
The delivery of our strategic actions is subject to execution risk
Robust management of critical time-sensitive and resource-intensive projects is required to effectively deliver the Group's strategic priorities. We continue to implement a number of externally driven regulatory programmes and the magnitude and complexity of the projects required to meet these demands present heightened execution risk. The cumulative impact of the collective change initiatives underway within the Group is significant and has direct implications on resourcing and our people. In addition, the completion of these strategic actions is subject to economic and market conditions, which may be negatively affected as described under ‘Current economic and market conditions may adversely affect our results’.
The failure to successfully deliver key strategic actions or other regulatory programmes could have a significant impact on our financial condition, profitability, prospects and share price, as well as wider reputational and regulatory implications.
There also remains heightened risk around the execution of a number of disposals across the Group in line with our strategy. The potential risks of disposals include regulatory breaches, industrial action, loss of key personnel and interruption to systems and processes during business transformation. They can have both financial and reputational implications, and could also adversely affect the successful delivery of our strategic priorities.
We may not achieve any of the expected benefits of our strategic initiatives
The Group’s strategy (see pages 10 to 11 ), is built around two trends – the continued growth of international trade and capital flows, and wealth creation, particularly in faster-growing markets. We have analysed those trends and developed criteria to help us better deploy capital in response. The development and implementation of our strategy requires difficult, subjective and complex judgements, including forecasts of economic conditions in various parts of the world. We may fail to correctly identify the trends we seek to exploit and the relevant factors in making decisions as to capital deployment and cost reduction.
Key to achieving our growth strategy is increasing the number of HSBC products held by our customers through cross-selling and driving synergies across our global businesses to grow revenue and earnings. Key opportunities to drive business synergies arise
 
between CMB and GB&M, and separately in RBWM, which are both areas where many of our competitors also focus. In both instances, this may limit our ability to cross-sell additional products to our customers or may influence us to sell our products at lower prices, reducing our net interest income and revenue from our fee-based products. A failure to deliver the cross-selling and/or business synergies required to achieve our growth strategy could have a material adverse effect on our business, prospects,financial condition and results of operations.
Our ability to execute our strategy may be limited by our operational capacity and the increasing complexity of the regulatory environment in which we operate. We continue to pursue our cost management initiatives, though they may not be as effective as expected, and we may be unable to meet our cost saving targets. In addition, factors beyond our control, including but not limited to economic and market conditions, could limit our ability to achieve any of the expected benefits of these initiatives.
Failure to achieve any of the expected benefits of our strategic initiatives could have a material adverse effect on our business, prospects, financial condition and results of operations.
We operate in markets that are highly competitive
We compete with other financial institutions in a highly competitive industry that continues to undergo significant change as a result of financial regulatory reform, including Open Banking in the UK, as well as increased public scrutiny stemming from the financial crisis and continued challenging economic conditions.
We target internationally mobile clients who need sophisticated global solutions and generally compete on the basis of the quality of our customer service, the wide variety of products and services that we can offer our customers, and the ability of those products and services to satisfy our customers’ needs, the extensive distribution channels available for our customers, our innovation and our reputation. Continued and increased competition in any one or all of these areas may negatively affect our market share and/or cause us to increase our capital investment in our businesses in order to remain competitive. Additionally, our products and services may not be accepted by our targeted clients.
In many markets, there is increased competitive pressure to provide products and services at current or lower prices. Consequently, our ability to reposition or reprice our products and services from time to time may be limited, and could be influenced significantly by the actions of our competitors who may or may not charge similar fees for their products and services. Any changes in the types of products and services that we offer our customers, and/or the pricing for those products and services, could result in a loss of customers and market share.
Further, new entrants to the market or new technologies could require us to spend more to modify or adapt our products to attract and retain customers. We may not respond effectively to these competitive threats from existing and new competitors, and may be forced to increase our investment in our business to modify or adapt our existing products and services or develop new products and services to respond to our customers’ needs.
Any of these factors may have a material adverse effect on our business, prospects, financial condition and results of operations.
Our risk management measures may not be successful
The management of risk is an integral part of all our activities. Risk constitutes our exposure to uncertainty and the consequent variability of return. Specifically, risk equates to the adverse effect on profitability or financial condition arising from different sources of uncertainty, including retail and wholesale credit risk, market risk, non-traded market risk, operational risk, insurance risk, concentration risk, liquidity and funding risk, litigation risk, reputational risk, strategic risk, pension risk and regulatory risk. While we employ a broad and diversified set of risk monitoring and mitigation techniques, such methods and the judgements that accompany their application cannot anticipate every unfavourable event or the specifics and timing of every outcome. Failure to manage risks appropriately could have a material adverse effect on

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our business prospects, reputation, financial condition and results of operations.
Operational risks are inherent in our business
We are exposed to many types of operational risk that are inherent in banking operations, including fraudulent and other criminal activities (both internal and external), breakdowns in processes or procedures and systems failure or non-availability. These risks are also present when we rely on outside suppliers or vendors to provide services to us and our customers. These operational risks could have a material adverse effect on our business, prospects, financial condition and results of operations.
Our operations are subject to the threat of fraudulent activity
Fraudsters may target any of our products, services and delivery channels, including lending, internet banking, payments, bank accounts and cards. This may result in financial loss to the Group, an adverse customer experience, reputational damage and potential regulatory action depending on the circumstances of the event, any of which could have a material adverse effect on our business, prospects, financial condition and results of operations.
Our operations are subject to disruption from the external environment
HSBC operates in many geographical locations, which are subject to events that are outside our control. These events may be acts of God, such as natural disasters and epidemics, geopolitical risks, including acts of terrorism and social unrest, and infrastructure issues, such as transport or power failure. These risk events may give rise to disruption to our services, result in physical damage and/or loss of life, which could have a material adverse effect on our business, prospects, financial condition and results of operations.
Our operations utilise third-party suppliers and service providers
HSBC relies on third parties to supply goods and services. Global regulators have increased their scrutiny of the use of third-party service providers by financial institutions, including with respect to how outsourcing decisions are made and how key relationships are managed. Risks arising from the use of third parties may be less transparent and therefore more challenging to manage. The inadequate management of third-party risk could impact our ability to meet strategic, regulatory and client expectations. This may lead to a range of effects, including regulatory censure, civil penalties or damage both to shareholder value and to our reputation, which could have a material adverse effect on our business, prospects, financial condition and results of operations.
Our operations are highly dependent on our information technology systems
The reliability and security of our information and technology infrastructure, and our customer databases are crucial to maintaining the service availability of banking applications and processes and to protecting the HSBC brand. The proper functioning of our payment systems, financial control, risk management, credit analysis and reporting, accounting, customer service and other information technology systems, as well as the communication networks between our branches and main data processing centres, are critical to our operations.
Critical system failure, any prolonged loss of service availability or any material breach of data security, particularly involving confidential customer data, could cause serious damage to our ability to service our clients, could breach regulations under which we operate and cause long-term damage to our business and brand that could have a material adverse effect on our business, prospects, financial condition and results of operations.
We remain susceptible to a wide range of cyber-risks that impact and/or are facilitated by technology.
The threat from cyber-attacks remains a concern for our organisation, and failure to protect our operations from internet
 
crime or cyber attacks may result in financial loss, business disruption and/or loss of customer services and data or other sensitive information that could undermine our reputation and our ability to attract and keep customers.
Ransomware and Distributed Denial of Service ('DDOS') attacks are an increasingly dominant threat across the industry. In 2017, the bank was subjected to a small number of DDOS attacks on our external facing websites across the Group and no ransomware attacks.
Although cyber-attacks in 2017 had a negligible effect on our customers, services or firm, due to the increasing sophistication of cyber-attacks there is the potential for future attacks to have a material adverse effect on our business, prospects, financial condition, reputation and results of operations.
Our data management policies and processes may not be sufficiently robust
Critical business processes across the Group rely on large volumes of data from a number of different systems and sources. If data governance including retention and deletion, data quality and data architecture policies and procedures are not sufficiently robust, manual intervention, adjustments and reconciliations may be required to reduce the risk of error in reporting to senior management or regulators. Inadequate policies and processes may also affect our ability to use data within the Group to service customers more effectively and/or improve our product offering. This could have a material adverse effect on our business, prospects, financial condition and results of operations. Moreover, financial institutions that fail to comply with the principles for effective risk data aggregation and risk reporting as set out by the Basel Committee by the required deadline may face supervisory measures. In addition, failure to comply with new Global Data Privacy Requirements may result in regulatory sanctions. Any of these failures could have a material adverse effect on our business, prospects, financial condition and results of operations.
Our operations have inherent reputational risk
Reputational risk is the risk of failing to meet stakeholder expectations as a result of any event, behaviour, action or inaction, either by HSBC, our employees or those with whom we are associated. This might cause stakeholders to form a negative view of the Group and result in financial or non-financial effects or loss of confidence in the Group. Reputational risk relates to stakeholders’ perceptions, whether fact-based or otherwise. Stakeholders’ expectations change constantly and so reputational risk is dynamic and varies between geographical regions, groups and individuals. We have an unwavering commitment to operating at the high standards we set for ourselves in every jurisdiction. Any material lapse in standards of integrity, compliance, customer service or operating efficiency may represent a potential reputational risk.
Modern technologies, in particular online social media channels and other broadcast tools that facilitate communication with large audiences in short time frames and with minimal costs may significantly enhance and accelerate the effect of damaging information and allegations. It could also arise from negative public opinion about the actual, or perceived, manner in which we conduct our business activities, or financial performance, as well as actual or perceived practices in banking and the financial services industry generally. Negative public opinion may adversely affect our ability to retain and attract customers, in particular, corporate and retail depositors, and retain and motivate staff, and could have a material adverse effect on our business, prospects, financial condition, reputation and results of operations.
We may suffer losses due to employee misconduct
Our businesses are exposed to risk from potential non-compliance with Group policies, including the HSBC Values, and related behaviours and employee misconduct such as fraud or negligence, all of which could result in regulatory sanctions or reputational or financial harm. In recent years, a number of multinational financial institutions have suffered material losses due to the actions of ‘rogue traders’ or other employees. It is not always possible to

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deter employee misconduct, and the precautions we take to prevent and detect this activity may not always be effective. Employee misconduct could have a material adverse effect on our business, prospects, financial condition and results of operations.
We rely on recruiting, retaining and developing appropriate senior management and skilled personnel
The demands being placed on the human capital of the Group are unprecedented. The cumulative workload arising from a regulatory reform programme that is often extra-territorial and regularly evolving consumes significant human resources, placing increasingly complex and conflicting demands on a workforce that operates in an employment market where expertise in key markets is often in short supply and mobile.
Our continued success depends in part on the retention of key members of our management team and wider employee base. The ability to continue to attract, train, motivate and retain highly qualified professionals is a key element of our strategy. The successful implementation of our growth strategy depends on the availability of skilled management in each of our global businesses and global functions, which may depend on factors beyond our control, including economic, market and regulatory conditions.
If global businesses or global functions fail to staff their operations appropriately or lose one or more of their key senior executives and fail to successfully replace them in a satisfactory and timely manner, or fail to implement successfully the organisational changes required to support the Group’s strategy, our business prospects, financial condition and results of operations, including control and operational risks, could be materially adversely affected.
Our financial statements are based in part on judgements, estimates and assumptions that are subject to uncertainty
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Due to the inherent uncertainty in making estimates, particularly those involving the use of complex models, actual results reported in future periods may be based upon amounts which differ from those estimates. Estimates, judgements, assumptions and models are continually evaluated, and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The accounting policies deemed critical to our results and financial position, based upon materiality and significant judgements and estimates, include impairment of loans and advances, goodwill impairment, valuation of financial instruments, deferred tax assets, provisions and interests in associates, which are discussed in detail in ‘Critical accounting estimates and judgements’ on page 32 .
The valuation of financial instruments measured at fair value can be subjective, in particular where models are used that include unobservable inputs. Given the uncertainty and subjectivity associated with valuing such instruments, future outcomes may differ materially from those assumed using information available at the reporting date. The effect of these differences on the future results of operations and the future financial position of the Group may be material. For further details, see ‘Critical accounting estimates and judgements’ on page 32 .
If the judgement, estimates and assumptions we use in preparing our consolidated financial statements are subsequently found to be materially different from those assumed using information available at the reporting date, this could affect our business, prospects, financial condition and results of operations.
Changes in accounting standards may have a material impact on how we report our financial results and financial condition
We prepare our consolidated financial statements of HSBC in accordance with International Financial Reporting Standards
 
(‘IFRSs’) as issued by the International Accounting Standards Board (‘IASB’), including interpretations (‘IFRICS’) issued by the IFRS Interpretations Committee, and as endorsed by the EU. From time to time, the IASB or the IFRS Interpretations Committee may issue new accounting standards or interpretations which could materially impact how we report and disclose our financial results and financial condition as well as affect the calculation of our capital ratios, including the CET1 ratio. We could also be required to apply a new or revised standards retrospectively, resulting in our restating prior period financial statements in material amounts.
We could incur losses or be required to hold additional capital as a result of model limitations or failure
HSBC uses models for a range of purposes in managing our business, including regulatory capital calculations, stress testing, credit approvals, calculation of loan impairment charges on an IFRS 9 basis, financial crime and fraud risk management and financial reporting. HSBC could face adverse consequences as a result of decisions that may lead to actions by management based on models that are poorly developed, implemented or used, or as a result of the modelled outcome being misunderstood or the use of such information for purposes for which it was not designed. Regulatory scrutiny and supervisory concerns over banks’ use of models is considerable, particularly the internal models and assumptions used by banks in the calculation of regulatory capital. Risks arising from the use of models could have a material adverse effect on our business, prospects, financial condition, results of operations, minimum capital requirements and reputation.
Third parties may use us as a conduit for illegal activities without our knowledge
We are required to comply with applicable AML laws and regulations, and have adopted various policies and procedures, including internal control and ‘know your customer’ procedures, aimed at preventing use of HSBC products and services for the purpose of committing or concealing financial crime. A major focus of US and UK government policy relating to financial institutions in recent years has been combating money laundering and enforcing compliance with US and EU economic sanctions. This focus is reflected in part by our agreements with US and UK authorities relating to various investigations regarding past inadequate compliance with AML and sanctions laws. These consent orders do not preclude additional enforcement actions by bank regulatory, governmental or law enforcement agencies or private litigation.
A number of the remedial actions have been taken as a result of the matters to which the US DPA related, which are intended to ensure that the Group’s businesses are better protected in respect of these risks. However, there can be no assurance that these will be completely effective.
Moreover, in relevant situations, and where permitted by regulation, we may rely upon certain counterparties to maintain and properly apply their own appropriate AML procedures. While permitted by regulation, such reliance may not be effective in preventing third parties from using us (and our relevant counterparties) as a conduit for money laundering, including illegal cash operations, without our knowledge (and that of our relevant counterparties). Becoming a party to money laundering, association with, or even accusations of being associated with, money laundering will damage our reputation and could make us subject to fines, sanctions and/or legal enforcement. Any one of these outcomes could have a material adverse effect on our business, prospects, financial condition and results of operations.
We have significant exposure to counterparty risk
We are exposed to counterparties that are involved in virtually all major industries, and we routinely execute transactions with counterparties in financial services, including brokers and dealers, central clearing counterparties, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. Many of these transactions expose us to credit risk in the event of default by our counterparty or client. Our ability to engage in routine transactions to fund our operations and manage our

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risks could be materially adversely affected by the actions and commercial soundness of other financial services institutions. Financial institutions are necessarily interdependent because of trading, clearing, counterparty or other relationships. As a consequence, a default by, or decline in market confidence in, individual institutions, or anxiety about the financial services industry generally, can lead to further individual and/or systemic difficulties, defaults and losses.
Mandatory central clearing of OTC derivatives, including under Dodd-Frank and the EU’s European Market Infrastructure Regulation, poses risks to HSBC. As a clearing member, we will be required to underwrite losses incurred at a Central Counterparty (‘CCP’) by the default of other clearing members and their clients. Hence, increased moves towards central clearing brings with it a further element of interconnectedness between clearing members and clients that we believe may increase rather than reduce our exposure to systemic risk. At the same time, our ability to manage such risk ourselves will be reduced because control has been largely outsourced to CCPs, and it is unclear at present how, at a time of stress, regulators and resolution authorities will intervene.
Where bilateral counterparty risk has been mitigated by taking collateral, our credit risk may remain high if the collateral we hold cannot be realised or has to be liquidated at prices that are insufficient to recover the full amount of our loan or derivative exposure. There is a risk that collateral cannot be realised, including situations where this arises by change of law that may influence our ability to foreclose on collateral or otherwise enforce contractual rights.
The Group also has credit exposure arising from mitigants, such as credit default swaps (‘CDSs’), and other credit derivatives, each of which is carried at fair value. The risk of default by counterparties to CDSs and other credit derivatives used as mitigants affects the fair value of these instruments depending on the valuation and the perceived credit risk of the underlying instrument against which protection has been purchased. Any such adjustments or fair value changes may have a material adverse effect on our financial condition and results of operations.
Market fluctuations may reduce our income or the value of our portfolios
Our businesses are inherently subject to risks in financial markets and in the wider economy, including changes in, and increased volatility of, interest rates, inflation rates, credit spreads, foreign exchange rates, commodity, equity, bond and property prices, and the risk that our customers act in a manner inconsistent with our business, pricing and hedging assumptions.
Market movements will continue to significantly affect us in a number of key areas. For example, banking and trading activities are subject to interest rate risk, foreign exchange risk, inflation risk and credit spread risk. Changes in interest rate levels, interbank spreads over official rates, yield curves and spreads affect the interest rate spread realised between lending and borrowing costs. A declining or low interest rate environment could increase prepayment activity that reduces the weighted average lives of our interest-earning assets and could have a material adverse effect on us. The potential for future volatility and margin changes remains. Competitive pressures on fixed rates or product terms in existing loans and deposits sometimes restrict our ability to change interest rates applying to customers in response to changes in official and wholesale market rates. Our pension scheme assets include equity and debt securities, the cash flows of which change as equity prices and interest rates vary.
Our insurance businesses are exposed to the risk that market fluctuations will cause mismatches to occur between product liabilities and the investment assets that back them. Market risks can affect our insurance products in a number of ways depending upon the product and associated contract. For example, mismatches between assets and liability yields and maturities give rise to interest rate risk. Some of these risks are borne directly by the customer and some are borne by the insurance businesses, with their excess capital invested in the markets. Some insurance
 
contracts involve guarantees and options that increase in value in adverse investment markets. There is a risk that the insurance businesses will bear some of the cost of such guarantees and options. The performance of the investment markets will thus have a direct effect upon the value embedded in the insurance and investment contracts and our operating results, financial condition and prospects.
It is difficult to predict with any degree of accuracy changes in market conditions, and such changes may have a material adverse effect on our business, prospects, financial condition and results of operations.
Liquidity, or ready access to funds, is essential to our businesses
Our ability to borrow on a secured or unsecured basis, and the cost of doing so, can be affected by increases in interest rates or credit spreads, the availability of credit, regulatory requirements relating to liquidity or the market perceptions of risk relating to HSBC or the banking sector, including our perceived or actual creditworthiness.
Current accounts and savings deposits payable on demand or at short notice form a significant part of our funding, and we place considerable importance on maintaining their stability. For deposits, stability depends upon preserving investor confidence in our capital strength and liquidity, and on comparable and transparent pricing. Although deposits have been a stable source of funding historically, this may not continue.
We also access wholesale markets in order to provide funding for entities that do not accept deposits, to align asset and liability maturities and currencies, and to maintain a presence in local markets. In 2017, we issued the equivalent of $38.5bn of debt securities in the public capital markets in a range of currencies and maturities from a number of Group entities, including $11.7bn of senior securities issued by HSBC Holdings.
An inability to obtain financing in the unsecured long-term or short-term debt capital markets, or to access the secured lending markets, could have a substantial adverse effect on our liquidity. Unfavourable macroeconomic developments, market disruptions or regulatory developments may increase our funding costs or challenge our ability to raise funds to support or expand our businesses.
If we are unable to raise funds through deposits and/or in the capital markets, our liquidity position could be adversely affected, and we might be unable to meet deposit withdrawals on demand or at their contractual maturity, to repay borrowings as they mature, to meet our obligations under committed financing facilities and insurance contracts or to fund new loans, investments and businesses. We may need to liquidate unencumbered assets to meet our liabilities. In a time of reduced liquidity, we may be unable to sell some of our assets, or we may need to sell assets at reduced prices, which in either case could materially adversely affect our business, prospects, financial condition and results of operations.
Any reduction in the credit rating assigned to HSBC Holdings, any subsidiaries of HSBC Holdings or any of their respective debt securities could increase the cost or decrease the availability of our funding and adversely affect our liquidity position and net interest margin
Credit ratings affect the cost and other terms upon which we are able to obtain market funding. Rating agencies regularly evaluate HSBC Holdings and certain of its subsidiaries, as well as their respective debt securities. Their ratings are based on a number of factors, including their assessment of the relative financial strength of HSBC or of the relevant entity, as well as conditions affecting the financial services industry generally. There can be no assurance that the rating agencies will maintain HSBC’s or the relevant entity’s current ratings or outlook, particularly given the rating agencies’ current review of their bank rating methodologies and the potential impact on HSBC’s or its subsidiaries’ ratings.

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At the date hereof, HSBC Holdings’ long-term debt was rated ‘AA-’ by Fitch, ‘A’ by Standard and Poor’s (‘S&P’) and ‘A2’ by Moody’s. The ratings outlook by Fitch was stable and the ratings outlooks by both S&P and Moody’s were negative. Any reductions in these ratings and outlook could increase the cost of our funding, limit access to capital markets and require additional collateral to be placed and, consequently, materially adversely affect our interest margins and our liquidity position.
Under the terms of our current collateral obligations under derivative contracts, we could be required to post additional collateral as a result of a downgrade in HSBC’s credit rating, as described in Pillar 3 disclosures on page 66
Risks concerning borrower credit quality are inherent in our businesses
Risks arising from changes in credit quality and the recoverability of loans and amounts due from borrowers and counterparties (e.g. reinsurers and counterparties in derivative transactions) are inherent in a wide range of our businesses. Adverse changes in the credit quality of our borrowers and counterparties arising from a general deterioration in economic conditions or systemic risks in the financial systems could reduce the recoverability and value of our assets, and require an increase in our loan impairment charges.
We estimate and recognise impairment allowances for credit losses inherent in our credit exposure. This process, which is critical to our results and financial condition, requires difficult, subjective and complex judgements, including forecasts of how the economic conditions might impair the ability of our borrowers to repay their loans and the ability of other counterparties to meet their obligations. As is the case with any such assessments, we may fail to estimate accurately the effect of factors that we identify or fail to identify relevant factors. Further, the information we use to assess the creditworthiness of our counterparties may be inaccurate or incorrect. Any failure by us to accurately estimate the ability of our counterparties to meet their obligations may have a material adverse effect on our business, prospects, financial condition and results of operations.
Our insurance businesses are subject to risks relating to insurance claim rates and changes in insurance customer behaviour
We provide various insurance products for customers with whom we have a banking relationship, including several types of life insurance products. The cost of claims and benefits can be influenced by many factors, including mortality and morbidity rates, lapse and surrender rates and, if the policy has a savings element, the performance of assets to support the liabilities. Adverse developments in any of these factors may materially adversely affect our business, prospects, financial condition and results of operations.
HSBC Holdings is a holding company and, as a result, is dependent on loan payments and dividends from its subsidiaries to meet its obligations, including obligations with respect to its debt securities, and to provide profits for payment of future dividends to shareholders
HSBC Holdings is a non-operating holding company and, as such, its principal source of income is from operating subsidiaries that hold the principal assets of HSBC. As a separate legal entity, HSBC Holdings relies on remittance of its subsidiaries’ loan interest payments and dividends in order to be able to pay obligations to debt holders as they fall due, and to pay dividends to its shareholders. The ability of our subsidiaries and affiliates to pay us remittances and dividends could be restricted by changes in regulation, exchange controls and other requirements.
We may be required to make substantial contributions to our pension plans
We operate a number of pension plans throughout the world, including defined benefit plans. Pension scheme obligations fluctuate with changes in long-term interest rates, inflation, salary levels and the longevity of scheme members. The level of
 
contributions we make to our pension plans has a direct effect on our cash flow. To the extent plan assets are insufficient to cover existing liabilities, higher levels of contributions will be required. As a result, deficits in those pension plans may have a material adverse effect on our business, prospects, financial condition and results of operations.
Areas of special interest
During 2017, we considered a number of areas because of the effect they may have on the Group. While these areas have been identified and considered as part of our top and emerging risks, we have placed particular focus on the UK withdrawal from the European Union in this section.
Process of UK withdrawal from the European Union
The UK is due to formally leave the EU in March 2019. Before this can happen, the UK and the EU have to finalise the Article 50 Withdrawal Agreement, which will then need to be approved by their respective Parliaments. Concluding negotiations on a comprehensive trade deal within this time frame could be challenging. A period of transition is therefore possible but the scope and length of any such arrangement would need to be agreed between the UK and the EU. Uncertainty therefore continues and with it the risk of significant market volatility.
Our objective in all scenarios is to continue to meet customers’ needs and minimise disruption. This is likely to require adjustments to our cross-border banking model, with impacted business transferring from the UK to our existing subsidiary in France or other European subsidiaries, as appropriate.
Given the tight time frame and the complexity of the negotiations, we have put in place a robust contingency plan. It is based on a scenario whereby the UK exits the EU in March 2019, without access to the single market or customs union, and without a transitional arrangement. When negotiation positions and timelines become clearer, we will update our contingency plan.
Risk management
This section describes the enterprise risk management framework, and the significant policies and practices employed by HSBC in managing its material risks.
Our risk management framework
We use an enterprise risk management framework across the organisation and across all risk types. It is underpinned by our risk culture and is reinforced by the HSBC Values and our Global Standards programme.
The framework fosters continuous monitoring of the risk environment, and an integrated evaluation of risks and their interactions. It also ensures a consistent approach to monitoring, managing and mitigating the risks we accept and incur in our activities.
The following diagram and descriptions summarise key aspects of the framework, including governance and structure, our risk management tools and our risk culture, which together help align employee behaviour with our risk appetite.

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Key components of our risk management framework
HSBC Values and risk culture
 
 
 
 
 
 
 
 
 
 
 
Risk governance
 
Non-executive risk governance
 
The Board approves the Group’s risk appetite, plans and performance targets. It sets the ‘tone from the top’ and is advised by the Group Risk Committee, the Financial System Vulnerabilities Committee, and the Conduct & Values Committee (see page 172).
 
 
 
 
 
 
 
 
 
Executive risk governance
 
Responsible for the enterprise-wide management of all risks, including key policies and frameworks for the management of risk within the Group (see pages 107 and 109).
 
 
 
 
 
 
 
 
 
 
Roles and responsibilities
 
Three lines of defence model
 
Our three lines of defence model defines roles and responsibilities for risk management. An independent Global Risk function helps ensure the necessary balance in risk/return decisions (see page 108).
 
 
 
 
 
 
 
 
 
 
Processes and tools
 
Risk appetite
 
Processes to identify/assess, monitor, manage and report risks to ensure we remain within our risk appetite (see pages 107 to 109).
 
 
 
 
Enterprise-wide risk management tools
 
 
 
 
 
Active risk management: identification/assessment, monitoring, management and reporting
 
 
 
 
 
 
 
 
 
 
 
Internal controls
 
Policies and procedures
 
Policies and procedures define the minimum requirements for the controls required to manage our risks.
 
 
 
 
 
Control activities
 
The operational risk management framework defines minimum standards and processes for managing operational risks and internal controls (see page 117).
 
 
 
 
 
Systems and infrastructure
 
Systems and/or processes that support the identification, capture and exchange of information to support risk management activities.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Systems and tools
Our risk culture
Risk culture refers to HSBC’s norms, attitudes and behaviours related to risk awareness, risk taking and risk management.
HSBC has long recognised the importance of a strong risk culture, the fostering of which is a key responsibility of senior executives. Our risk culture is reinforced by the HSBC Values and our Global Standards programme. It is instrumental in aligning the behaviours of individuals with our attitude to assuming and managing risk, which helps to ensure that our risk profile remains in line with our risk appetite.
We use clear and consistent employee communication on risk to convey strategic messages and set the tone from senior management and the Board. We also deploy mandatory training on risk and compliance topics to embed skills and understanding in order to strengthen our risk culture and reinforce the attitude to risk in the behaviour expected of employees, as described in our risk policies.
We operate a global whistleblowing platform, HSBC Confidential, allowing staff to report matters of concern confidentially. We also maintain an external email address for concerns about accounting and internal financial controls or auditing matters (accountingdisclosures@hsbc.com). The Group has a strict policy prohibiting retaliation against those who raise their concerns. All allegations of retaliation reported are escalated to senior management. For further details on whistleblowing, see page 23 and also our ESG reporting available on www.hsbc.com/our-approach/measuring-our-impact and for details on the governance of our whistleblowing policy, see pages 172 and 177 .
Our risk culture is also reinforced by our approach to remuneration. Individual awards, including those for senior executives, are based on compliance with the HSBC Values and the achievement of financial and non-financial objectives, which are aligned to our risk appetite and global strategy .
For further information on remuneration, see the Directors’ Remuneration Report on page 186 .
 
Governance and structure
The Board has ultimate responsibility for the effective management of risk and approves HSBC’s risk appetite. It is advised on risk-related matters by the Group Risk Committee (‘GRC’), the Financial System Vulnerabilities Committee (‘FSVC’), and the Conduct & Values Committee (‘CVC’) (see pages 175 , 176 and 177 respectively).
Executive accountability for the ongoing monitoring, assessment and management of the risk environment and the effectiveness of the risk management framework resides with the Group Chief Risk Officer. He is supported by the Risk Management Meeting of the Group Management Board (‘RMM’).
The management of financial crime risk resides with the Group Head of Financial Crime Risk. He is supported by the Financial Crime Risk Management Meeting, as described under ‘Financial crime risk management’ on page 118 .
Day-to-day responsibility for risk management is delegated to senior managers with individual accountability for decision making. All employees have a role to play in risk management. These roles are defined using the three lines of defence model, which takes into account the Group’s business and functional structures as described below.
We use a defined executive risk governance structure to help ensure appropriate oversight and accountability of risk, which facilitates reporting and escalation to the RMM. This structure is summarised in the following table.

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Governance structure for the management of risk
Authority
Membership
Responsibilities include:
 
 
 
Risk Management Meeting of the Group Management Board

Group Chief Risk Officer
Chief Legal Officer
Group Chief Executive
Group Finance Director
All other Group Managing Directors
Supporting the Group Chief Risk Officer in exercising Board-delegated risk management authority
Overseeing the implementation of risk appetite and the enterprise risk management framework
Forward-looking assessment of the risk environment, analysing possible risk impacts and taking appropriate action
Monitoring all categories of risk and determining appropriate mitigating action
Promoting a supportive Group culture in relation to risk management and conduct
Global Risk Management Board
Group Chief Risk Officer
Chief Risk Officers of HSBC’s global businesses and regions
Heads of Global Risk sub-functions
Supporting the Group Chief Risk Officer in providing strategic direction for the Global Risk function, setting priorities and providing oversight
Overseeing a consistent approach to accountability for, and mitigation of, risk across the Global Risk function
Global business/regional risk management meetings
Global Business/Regional Chief Risk Officer
Global Business/Regional Chief Executive
Global Business/Regional Chief Financial Officer
Global Business/Regional Heads of global functions
Supporting the Chief Risk Officer in exercising Board-delegated risk management authority
Forward-looking assessment of the risk environment, analysing the possible risk impact and taking appropriate action
Implementation of risk appetite and the enterprise risk management framework
Monitoring all categories of risk and determining appropriate mitigating actions
Embedding a supportive culture in relation to risk management and controls
The Board committees with responsibility for oversight of risk-related matters are set out on page 172 .
Our responsibilities
All employees are responsible for identifying and managing risk within the scope of their role as part of the three lines of defence model.
Three lines of defence
To create a robust control environment to manage risks, we use an activity-based three lines of defence model. This model delineates management accountabilities and responsibilities for risk management and the control environment.
The model underpins our approach to risk management by clarifying responsibility, encouraging collaboration, and enabling efficient coordination of risk and control activities. The three lines of defence are summarised below:
The first line of defence owns the risks and is responsible for identifying, recording, reporting and managing them, and ensuring that the right controls and assessments are in place to mitigate them.
The second line of defence sets the policy and guidelines for managing specific risk areas, provides advice and guidance in relation to the risk, and challenges the first line of defence on effective risk management.
The third line of defence is our Internal Audit function, which provides independent and objective assurance of the adequacy of the design and operational effectiveness of the Group’s risk management framework and control governance process.
Global Risk function
We have a Global Risk function, headed by the Group Chief Risk Officer, which is responsible for the Group’s risk management framework. This responsibility includes establishing global policy, monitoring risk profiles, and forward-looking risk identification and management. Global Risk is made up of sub-functions covering all risks to our operations. Global Risk forms part of the second line of defence. It is independent from the global businesses, including sales and trading functions, to provide challenge, appropriate oversight and balance in risk/return decisions.
Enterprise-wide risk management tools
The Group uses a range of tools to identify, monitor and manage risk. The key enterprise-wide risk management tools are summarised below.
 
Risk appetite
Our risk appetite encapsulates consideration of financial and non-financial risks and is expressed in both quantitative and qualitative terms. It is applied at the global business level, at the regional level, and to material operating entities.
The Group’s risk appetite defines its desired forward-looking risk profile, and informs the strategic and financial planning process. Furthermore, it is integrated with other key risk management tools, such as stress testing and our top and emerging risk reports, to help ensure consistency in risk management practices.
The Group sets out the aggregated level and risk types it accepts in order to achieve its business objectives in a risk appetite statement (‘RAS’). The RAS is reviewed on an ongoing basis, and formally approved by the Board every six months on the recommendation of the GRC.
The Group’s actual performance is reported monthly against the approved RAS to the RMM, enabling senior management to monitor the risk profile and guide business activity to balance risk and return. This reporting allows risks to be promptly identified and mitigated, and informs risk-adjusted remuneration to drive a strong risk culture.
Global businesses, regions and strategically important countries are required to have their own RASs, which are monitored to ensure they remain aligned with the Group’s. All RASs and business activities are guided and underpinned by qualitative principles (see page 176 ). Additionally, for key risk areas, quantitative metrics are defined along with appetite and tolerance thresholds.
Risk map
The Group risk map provides a point-in-time view of the risk profiles of countries, regions and global businesses across HSBC’s risk taxonomy. It assesses the potential for these risks to have a material impact on the Group’s financial results, reputation and the sustainability of its business. Risk stewards assign ‘current’ and ‘projected’ risk ratings, supported by commentary. Risks that have an ‘amber’ or ‘red’ risk rating require monitoring and mitigating action plans to be either in place or initiated to manage the risk down to acceptable levels.
Descriptions of our material banking and insurance risks are set out on page  110 .

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Top and emerging risks
We use a top and emerging risks process to provide a forward-looking view of issues with the potential to threaten the execution of our strategy or operations over the medium to long term.
We proactively assess the internal and external risk environment, as well as review the themes identified across our regions and global businesses, for any risks that may require global escalation, updating our top and emerging risks as necessary.
We define a ‘top risk’ as a thematic issue that may form and crystallise in between six months and one year, and that has the potential to materially affect the Group’s financial results, reputation or business model. It may arise across any combination of risk types, regions or global businesses. The impact may be well understood by senior management and some mitigating actions may already be in place. Stress tests of varying granularity may also have been carried out to assess the impact.
An ‘emerging risk’ is a thematic issue with large unknown components that may form and crystallise beyond a one-year time horizon. If it were to materialise, it could have a material effect on the Group’s long-term strategy, profitability and/or reputation. Existing mitigation plans are likely to be minimal, reflecting the uncertain nature of these risks at this stage. Some high-level analysis and/or stress testing may have been carried out to assess the potential impact.
Our current top and emerging risks are discussed on page  95 .
Stress testing
HSBC operates a comprehensive stress testing programme that supports our risk management and capital planning. It includes execution of stress tests mandated by our regulators. Our stress testing is supported by dedicated teams and infrastructure, and is overseen at the most senior levels of the Group.
Our stress testing programme assesses our capital strength through a rigorous examination of our resilience to external shocks. It also helps us understand and mitigate risks and informs our decisions about capital levels. As well as undertaking regulatory-driven stress tests, we conduct our own internal stress tests.
Many of our regulators – including the BoE, the FRB and the HKMA – use stress testing as a prudential regulatory tool and the Group has focused significant governance and resources to meet their requirements.
Bank of England stress test results for 2017
The BoE’s Annual Cyclical Scenario (‘ACS’) stress test in 2017 specified a global downturn with severe effects in the UK, US, Hong Kong and mainland China, which accounted for approximately two-thirds of HSBC’s RWAs at the end of 2016. We estimated that the economic shock to global GDP in this scenario was about as severe as in the global financial crisis of 2007 to 2009, but with a greater impact on emerging markets: for example, the scenario featured a contraction of 1.2% of the Chinese economy in the first year. Additionally, and in contrast to 2016, the ACS featured a 32% depreciation of sterling in the first year and a rise of UK base rates to 4%. The assumed GDP growth rates are detailed in the following table.
Assumed GDP growth rates in the 2017 Bank of England ACS
stress test
 
2016

2017

2018

2019

 
%

%

%

%

UK
2.2

(4.7
)
0.7

1.3

USA
1.9

(3.5
)
0.7

1.4

Mainland China
6.8

(1.2
)
3.7

5.0

Hong Kong
1.8

(7.9
)
1.1

2.3

Source: Bank of England.
PRA assumed GDP growth rates are shown in terms of fourth quarter on fourth quarter annual changes.
 
In 2017, the results for HSBC as published by the BoE showed that our capital ratios, after taking account of CRD IV restrictions and strategic management actions, exceeded the BoE’s requirements.
This outcome reflected our strong capital position, conservative risk appetite and diversified geographical and business mix. It also reflected our ongoing strategic actions, including the sale of operations in Brazil, ongoing RWA reduction initiatives and continued sales from our US CML run-off portfolio.
The following table shows the results of the stress test for the past three years, and reflects HSBC’s resilience. From a starting CET1 ratio of 13.6% at the end of 2016, the BoE’s 2017 stress test results showed a projected minimum stressed CET1 ratio of 8.9% after the impact of strategic management actions.
Results of Bank of England stress tests for the past three years
 
2017
2016
2015
 
%
%
%
CET1 ratio at scenario start point
13.6
11.9
10.9
Minimum stressed CET1 ratio after
strategic management actions
8.9
9.1
7.7
Fall in CET1 ratio
4.7
2.8
3.2
Source: Bank of England.
Data is presented in terms of the minimum CET1 ratio reached net of strategic management actions as per the results published by the PRA.
Internal stress tests are an important element in our risk management and capital management frameworks. Our capital plan is assessed through a range of stress scenarios which explore risks identified by management. They include potential adverse macroeconomic, geopolitical and operational risk events, and other potential events that are specific to HSBC. The selection of scenarios reflects our top and emerging risks identification process and our risk appetite. Stress testing analysis helps management understand the nature and extent of vulnerabilities to which the bank is exposed. Using this information, management decides whether risks can or should be mitigated through management actions or, if they were to crystallise, should be absorbed through capital. This in turn informs decisions about preferred capital levels.
We conduct reverse stress tests each year at Group and, where required, subsidiary entity level in order to understand which potential extreme conditions would make our business model non-viable. Reverse stress testing identifies potential stresses and vulnerabilities we might face, and helps inform early warning triggers, management actions and contingency plans designed to mitigate risks.
In addition to the Group-wide stress testing scenarios, each major HSBC subsidiary conducts regular macroeconomic and event-driven scenario analyses specific to its region. They also participate as required in the regulatory stress testing programmes of the jurisdictions in which they operate, such as the Comprehensive Capital Analysis and Review and Dodd-Frank Act Stress Test programmes in the US, and the stress tests of the HKMA. Global functions and businesses also perform bespoke stress testing to inform their assessment of risks in potential scenarios.
The Group stress testing programme is overseen by the GRC and results are reported, where appropriate, to the RMM and GRC.

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Our material banking and insurance risks
The material risk types associated with our banking and insurance manufacturing operations are described in the following tables:
Description of risks – banking operations
Risks
Arising from
Measurement, monitoring and management of risk
Credit risk (see page 112)
 
Credit risk is the risk of financial loss if a customer or counterparty fails to meet an obligation under a contract.
Credit risk arises principally from direct lending, trade finance and leasing business, but also from certain other products such as guarantees and derivatives.
Credit risk is:
measured as the amount that could be lost if a customer or counterparty fails to make repayments;
monitored using various internal risk management measures and within limits approved by individuals within a framework of delegated authorities; and
managed through a robust risk control framework which outlines clear and consistent policies, principles and guidance for risk managers.
Liquidity and funding risk (see page 113)
 
Liquidity risk is the risk that we do not have sufficient financial resources to meet our obligations as they fall due or that we can only do so at an excessive cost.
Funding risk is the risk that funding considered to be sustainable, and therefore used to fund assets, is not sustainable over time.
Liquidity risk arises from mismatches in the timing of cash flows.
Funding risk arises when illiquid asset positions cannot be funded at the expected terms and when required.
Liquidity and funding risk is:
measured using a range of metrics including liquidity coverage ratio and net stable funding ratio;
assessed through the internal liquidity adequacy assessment process (‘ILAAP’);
monitored against the Group’s liquidity and funding risk framework; and
managed on a stand-alone basis with no reliance on any Group entity (unless pre-committed) or central bank unless this represents routine established business-as-usual market practice.
Market risk (see page 114)
 
Market risk is the risk that movements in market factors, such as foreign exchange rates, interest rates, credit spreads, equity prices and commodity prices, will reduce our income or the value of our portfolios.
Exposure to market risk is separated into two portfolios: trading and
non-trading.
Market risk exposures arising from our insurance operations are discussed on page 159.
Market risk is:
measured using sensitivities, value at risk (‘VaR’) and stress testing, giving a detailed picture of potential gains and losses for a range of market movements and scenarios, as well as tail risks over specified time horizons;
monitored using VaR, stress testing and other measures including the sensitivity of net interest income and the sensitivity of structural foreign exchange; and
managed using risk limits approved by the RMM and the risk management meeting in various global businesses.
Operational risk (see page 117)
 
Operational risk is the risk to achieving our strategy or objectives as a result of inadequate or failed internal processes, people and systems or from external events.
Operational risk arises from day-to-day operations or external events, and is relevant to every aspect of our business.
Regulatory compliance risk and financial crime compliance risk are discussed below.
Operational risk is:
Measured using the risk and control assessment process, which assesses the level of risk and the effectiveness of controls, and measured for Economic Capital management using risk event losses and scenario analysis;
monitored using key indicators and other internal control activities; and
managed primarily by global business and functional managers who identify and assess risks, implement controls to manage them and monitor the effectiveness of these controls using the operational risk management framework.
Regulatory compliance risk (see page 117)
 
Regulatory compliance risk is the risk that we fail to observe the letter and spirit of all relevant laws, codes, rules, regulations and standards of good market practice, and incur fines and penalties and suffer damage to our business as a consequence.
Regulatory compliance risk is part of operational risk, and arises from the risks associated with breaching our duty to clients and other counterparties, inappropriate market conduct and breaching other regulatory requirements.
Regulatory compliance risk is:
measured by reference to identified metrics, incident assessments, regulatory feedback and the judgement and assessment of our regulatory compliance teams;
monitored against the first line of defence risk and control assessments, the results of the monitoring and control assurance activities of the second line of defence functions, and the results of internal and external audits and regulatory inspections; and
managed by establishing and communicating appropriate policies and procedures, training employees in them, and monitoring activity to help ensure their observance. Proactive risk control and/or remediation work is undertaken where required.
Financial crime risk (see page 118)
Financial crime risk is the risk that we knowingly or unknowingly help parties to commit or to further potentially illegal activity through HSBC.
Financial crime risk is part of operational risk and arises from day-to-day banking operations.
Financial crime risk is:
measured by reference to identified metrics, incident assessments, regulatory feedback and the judgement and assessment of our financial crime risk teams;
monitored against our financial crime risk appetite statements and metrics, the results of the monitoring and control activities of the second line of defence functions, and the results of internal and external audits and regulatory inspections; and
managed by establishing and communicating appropriate policies and procedures, training employees in them, and monitoring activity to help ensure their observance. Proactive risk control and/or remediation work is undertaken where required.
 
 
 

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Description of risks – banking operations (continued)

Risks
Arising from
Measurement, monitoring and management of risk
Other material risks
Reputational risk (see page 119)
Reputational risk is the risk of failure to meet stakeholder expectations as a result of any event, behaviour, action or inaction, either by HSBC itself, our employees or those with whom we are associated, that might cause stakeholders to form a negative view of the Group.
Primary reputational risks arise directly from an action or inaction by HSBC, its employees or associated parties that are not the consequence of another type of risk. Secondary reputational risks are those arising indirectly and are a result of a failure to control any other risks.
Reputational risk is:
measured by reference to our reputation as indicated by our dealings with all relevant stakeholders, including media, regulators, customers and employees;
monitored through a reputational risk management framework that is integrated into the Group’s broader risk management framework; and
managed by every member of staff, and covered by a number of policies and guidelines. There is a clear structure of committees and individuals charged with mitigating reputational risk.
Pension risk (see page 120)
Pension risk is the risk of increased costs to HSBC from offering post-employment benefit plans to its employees.

Pension risk arises from investments delivering an inadequate return, adverse changes in interest rates or inflation, or members living longer than expected. Pension risk also includes operational and reputational risk of sponsoring pension plans.
Pension risk is:
measured in terms of the scheme’s ability to generate sufficient funds to meet the cost of their accrued benefits;
monitored through the specific risk appetite that has been developed at both Group and regional levels; and
managed locally through the appropriate pension risk governance structure and globally through the Global Pensions Oversight Forum and ultimately the RMM.
Sustainability risk (see page 120)
Sustainability risk is the risk that financial services provided to customers by the Group indirectly result in unacceptable impacts on people or the environment.
Sustainability risk arises from the provision of financial services to companies or projects which indirectly result in unacceptable impacts on people or on the environment.
Sustainability risk is:
measured by assessing the potential sustainability effect of a customer’s activities and assigning a sustainability risk rating to all high-risk transactions;
monitored quarterly by the RMM and monthly by the Group’s sustainability risk function; and
managed using sustainability risk policies covering project finance lending and sector-based sustainability policies for sectors and themes with potentially large environmental or social impacts.
Our insurance manufacturing subsidiaries are regulated separately from our banking operations. Risks in our insurance entities are managed using methodologies and processes that are subject to
 
Group oversight. Our insurance operations are also subject to some of the same risks as our banking operations, which are covered by the Group’s risk management processes.
Description of risks – insurance manufacturing operations
Risks
Arising from
Measurement, monitoring and management of risk
Financial risk (see page 159)
 
Our ability to effectively match liabilities arising under insurance contracts with the asset portfolios that back them is contingent on the management of financial risks and the extent to which these are borne by policyholders.
Exposure to financial risk arises from:
market risk affecting the fair values of financial assets or their future cash flows;
credit risk; and
liquidity risk of entities being unable to make payments to policyholders as they fall due.
Financial risk is:
measured (i) for credit risk, in terms of economic capital and the amount that could be lost if a counterparty fails to make repayments; (ii) for market risk, in terms of economic capital, internal metrics and fluctuations in key financial variables; and (iii) for liquidity risk, in terms of internal metrics including stressed operational cash flow projections;
monitored through a framework of approved limits and delegated authorities; and
managed through a robust risk control framework which outlines clear and consistent policies, principles and guidance. This includes using product design, asset liability matching and bonus rates.
Insurance risk (see page 161)
 
Insurance risk is the risk that, over time, the cost of insurance policies written, including claims and benefits, may exceed the total amount of premiums and investment income received.
The cost of claims and benefits can be influenced by many factors, including mortality and morbidity experience, as well as lapse and surrender rates.
Insurance risk is:
measured in terms of life insurance liabilities and economic capital allocated to insurance underwriting risk;
monitored through a framework of approved limits and delegated authorities; and
managed through a robust risk control framework which outlines clear and consistent policies, principles and guidance. This includes using product design, underwriting, reinsurance and claims-handling procedures.

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Report of the Directors | Risk

Credit risk management
Details of changes in our credit risk profile in 2017 can be found on page  121 , in ‘Key developments and risk profile in 2017’ .
There were no material changes to the policies and practices for the management of credit risk in 2017.
Credit risk sub-function
(Audited)
Credit approval authorities are delegated by the Board to the Group Chief Executive together with the authority to sub-delegate them. The Credit Risk sub-function in Global Risk is responsible for the key policies and processes for managing credit risk, which include formulating Group credit policies and risk rating frameworks, guiding the Group’s appetite for credit risk exposures, undertaking independent reviews and objective assessment of credit risk, and monitoring performance and management of portfolios.
The principal objectives of our credit risk management are:
to maintain across HSBC a strong culture of responsible lending, and robust risk policies and control frameworks;
to both partner and challenge our businesses in defining, implementing and continually re-evaluating our risk appetite under actual and scenario conditions; and
to ensure there is independent, expert scrutiny of credit risks, their costs and their mitigation.
Concentration of exposure
(Audited)
Concentrations of credit risk arise when a number of counterparties or exposures have comparable economic characteristics, or such counterparties are engaged in similar activities or operate in the same geographical areas or industry sectors so that their collective ability to meet contractual obligations is uniformly affected by changes in economic, political
 
or other conditions. We use a number of controls and measures to minimise undue concentration of exposure in our portfolios across industries, countries and global businesses. These include portfolio and counterparty limits, approval and review controls, and stress testing.
Credit quality of financial instruments
(Audited)
Our risk rating system facilitates the internal ratings-based approach under the Basel framework adopted by the Group to support calculation of our minimum credit regulatory capital requirement.
The customer risk rating (‘CRR’) 10-grade scale summarises a more granular underlying 23-grade scale of obligor probability of default (‘PD’). All corporate customers are rated using the 10- or 23-grade scale, depending on the degree of sophistication of the Basel II approach adopted for the exposure.
Each CRR band is associated with an external rating grade by reference to long-run default rates for that grade, represented by the average of issuer-weighted historical default rates. This mapping between internal and external ratings is indicative and may vary over time.
The expected loss (‘EL’) 10-grade scale for retail business summarises a more granular underlying EL scale for this customer segment. This combines obligor and facility/product risk factors in a composite measure.
For the five credit quality classifications defined, each encompasses a range of granular internal credit rating grades assigned to wholesale and retail lending businesses, and the external ratings attributed by external agencies to debt securities.
For debt securities and certain other financial instruments, external ratings have been aligned to the five quality classifications based upon the mapping of related CRR to external credit rating.
Credit quality classification
 
 
Sovereign debt securities
and bills
Other debt
securities
and bills
Wholesale lending
and derivatives
Retail lending
 
Footnotes
External credit rating
External credit rating
Internal credit rating
12-month probability of default %
Internal credit rating
Expected loss %
Quality classification
 
 
 
 
 
 
 
Strong
1, 2
BBB and above
A- and above
CRR 1 to CRR 2
0 – 0.169
EL 1 to EL 2
0 – 0.999
Good
 
BBB- to BB
BBB+ to BBB-
CRR 3
0.170 – 0.740
EL 3
1.000 – 4.999
Satisfactory
 
BB- to B and unrated
BB+ to B and unrated
CRR 4 to CRR 5
0.741 – 4.914
EL 4 to EL 5
5.000 – 19.999
Sub-standard
 
B- to C
B- to C
CRR 6 to CRR 8
4.915 – 99.999
EL 6 to EL 8
20.000 – 99.999
Impaired
3
Default
Default
CRR 9 to CRR 10
100
EL 9 to EL 10
100+ or defaulted
1
Customer risk rating (‘CRR’).
2
Expected loss (‘EL’).
3
The EL percentage is derived through a combination of probability of default (‘PD’) and loss given default (‘LGD’), and may exceed 100% in circumstances where the LGD is above 100% reflecting the cost of recoveries.
Quality classification definitions
‘Strong’ exposures demonstrate a strong capacity to meet financial commitments, with negligible or low probability of default and/or low levels of expected loss.
‘Good’ exposures require closer monitoring and demonstrate a good capacity to meet financial commitments, with low default risk.
‘Satisfactory’ exposures require closer monitoring and demonstrate an average-to-fair capacity to meet financial commitments, with moderate default risk.
‘Sub-standard’ exposures require varying degrees of special attention and default risk is of greater concern.
‘Impaired’ exposures have been assessed as impaired, as described on page 126. These also include retail accounts classified as EL 1 to EL 8 that are delinquent by more than 90 days, unless individually they have been assessed as not impaired, and renegotiated loans that have met the requirements to be disclosed as impaired and have not yet met the criteria to be returned to the unimpaired portfolio (see following page ) .

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Renegotiated loans and forbearance
(Audited)
‘Forbearance’ describes concessions made on the contractual terms of a loan in response to an obligor’s financial difficulties.
A loan is classed as ‘renegotiated’ when we modify the contractual payment terms, on concessionary terms, because we have significant concerns about the borrowers’ ability to meet contractual payments when due.
Non-payment related concessions (e.g. covenant waivers), while potential indicators of impairment, do not trigger identification as renegotiated loans.
Loans that have been identified as renegotiated retain this designation until maturity or derecognition. A loan that is renegotiated is derecognised if the existing agreement is cancelled and a new agreement is made on substantially different terms, or if the terms of an existing agreement are modified such that the renegotiated loan is substantially a different financial instrument. Loans arising as a result of derecognition events will continue to be disclosed as renegotiated loans.
Credit quality of renegotiated loans
On execution of a renegotiation, the loan will also be classified as impaired if it is not already so classified. In wholesale lending, all facilities with a customer, including loans which have not been modified, are considered impaired following the provision of a renegotiated loan.
Those loans that are considered impaired retain the impaired classification for a minimum of one year. Renegotiated loans will continue to be disclosed as impaired until there is sufficient evidence to demonstrate a significant reduction in the risk of non-payment of future cash flows (the evidence typically comprises a history of payment performance against the original or revised terms), and there are no other indicators of impairment.
Renegotiated loans and recognition of impairment allowances
(Audited)
For retail lending, renegotiated loans are segregated from other parts of the loan portfolio for collective impairment assessment to reflect the higher rates of losses typically encountered with renegotiated loans.
For wholesale lending, renegotiated loans are typically assessed individually. Credit risk ratings are intrinsic to the impairment assessments. The individual impairment assessment takes into account the higher risk of the non-payment of future cash flows inherent in renegotiated loans.
Impairment assessment
(Audited)
For details of our impairment policies on loans and advances and financial investments, see Note 1.2(d) on the Financial Statements.
Write-off of loans and advances
(Audited)
For details of our policy on the write-off of loans and advances, see Note 1.2(d) on the Financial Statements.
Unsecured personal facilities, including credit cards, are generally written off at between 150 and 210 days past due. The standard period runs until the end of the month in which the account becomes 180 days contractually delinquent. Write-off periods may be extended, generally to no more than 360 days past due. However, in exceptional circumstances, they may be extended further. For example, in a few countries where local regulation or legislation constrain earlier write-off, or where the realisation of collateral for secured real estate lending takes more time.
For secured personal facilities, final write-off should generally occur within 60 months of the default.
In the event of bankruptcy or analogous proceedings, write-off may occur earlier than the maximum periods stated above. Collection procedures may continue after write-off.
 
Impairment methodologies for available-for-sale asset-backed securities (‘ABSs’)
(Audited)
To identify objective evidence of impairment for available-for-sale ABSs, an industry standard valuation model is normally applied which uses data with reference to the underlying asset pools and models their projected future cash flows. The estimated future cash flows of the securities are assessed at the specific financial asset level to determine whether any of them are unlikely to be recovered as a result of loss events occurring on or before the reporting date.
The principal assumptions and inputs to the models are typically the delinquency status of the underlying loans, the probability of delinquent loans progressing to default, the prepayment profiles of the underlying assets and the loss severity in the event of default. However, the models utilise other variables relevant to specific classes of collateral to forecast future defaults and recovery rates. Management uses externally available data and applies judgement when determining the appropriate assumptions in respect of these factors. We use a modelling approach which incorporates historically observed progression rates to default to determine if the decline in aggregate projected cash flows from the underlying collateral will lead to a shortfall in contractual cash flows. In such cases, the security is considered to be impaired.
In respect of collateralised debt obligations (‘CDOs’), expected future cash flows for the underlying collateral are assessed to determine whether there is likely to be a shortfall in the contractual cash flows of the CDO.
When a security benefits from a contract provided by a monoline insurer that insures payments of principal and interest, the expected recovery on the contract is assessed in determining the total expected credit support available to the ABS.
Liquidity and funding risk management
Details of HSBC’s Liquidity and Funding Risk Management Framework (‘LFRF’) can be found in the Group’s Pillar 3 Disclosures at December 2017 document.
Liquidity and funding risk management framework
The LFRF aims to allow us to withstand very severe liquidity stresses. It is designed to be adaptable to changing business models, markets and regulations. The Group Treasurer, who reports to the Group Finance Director, has responsibility for the oversight of the LFRF. Asset, Liability and Capital Management (‘ALCM’) teams are responsible for the application of the LFRF at a local operating entity level. This comprises of the following elements:
stand-alone management of liquidity and funding by operating entity;
operating entity classification by inherent liquidity risk (‘ILR’) categorisation;
minimum LCR requirement depending on ILR categorisation;
minimum NSFR requirement depending on ILR categorisation;
legal entity depositor concentration limit;
three-month and 12-month cumulative rolling term contractual maturity limits covering deposits from banks, deposits from non-bank financial institutions and securities issued;
annual individual liquidity adequacy assessment by principal operating entity;
minimum LCR requirement by currency;
management and monitoring of intra-day liquidity;
liquidity funds transfer pricing; and
forward-looking funding assessments.

HSBC Holdings plc  
113


Report of the Directors | Risk

Risk governance and oversight
The elements of the LFRF are underpinned by a robust governance framework, the two major elements of which are:
Group, regional and entity level asset and liability management committees (‘ALCOs’).
Annual internal liquidity adequacy assessment process (‘ILAAP’) for principal operating entities used to validate risk tolerance and set risk appetite.
Liquidity and funding are predominantly managed at an entity level. Where appropriate, management may be expanded to cover a consolidated group of legal entities or narrowed to a principal office (branch) of a wider legal entity to reflect the management under internal or regulatory definitions.
The RMM reviews and agrees annually the list of countries, legal entities or consolidated groups it directly oversees and the composition of these entities (‘principal operating entities’). This list forms the basis of liquidity and funding risk disclosures.
There were no material changes to the policies and practices for the management of liquidity and funding risk in 2017.
HSBC Holdings
HSBC Holdings’ primary sources of liquidity are dividends received from subsidiaries, interest on and repayment of intra-group loans and securities, and interest earned on its own liquid funds. HSBC Holdings also raises ancillary funds in the debt capital markets through subordinated and senior debt issuances. Cash is primarily used for the provision of capital and subordinated funding to subsidiaries, payment of operating expenses, interest payments to debt holders and dividend payments to shareholders.
HSBC Holdings is also subject to contingent liquidity risk by virtue of credit-related commitments and guarantees and similar contracts issued relating to its subsidiaries. Such commitments and guarantees are only issued after due consideration of HSBC Holdings’ ability to finance the commitments and guarantees and the likelihood of the need arising.
HSBC Holdings actively manages the cash flows from its subsidiaries to optimise the amount of cash held at the holding company level. During 2017, consistent with the Group’s capital plan, the Group’s subsidiaries did not experience any significant restrictions on paying dividends or repaying loans and advances. Also, there are no foreseen restrictions envisaged with regard to planned dividends or payments. However, the ability of subsidiaries to pay dividends or advance monies to HSBC Holdings depends on, among other things, their respective local regulatory capital and banking requirements, exchange controls, statutory reserves, and financial and operating performance.
 
Market risk management
Details of changes in our market risk profile in 2017 can be found on page 121 , in ‘ Key developments and risk profile in 2017 ’.
There were no material changes to our policies and practices for the management of market risk in 2017.
Market risk in global businesses
The diagram below summarises the main business areas where trading and non-trading market risks reside, and the market risk measures used to monitor and limit exposures.
Risk types
Trading risk
Non-trading risk
Foreign exchange and commodities
Interest rates
Credit spreads
Equities
Structural foreign exchange
Interest rates 1
Credit spreads
Global business
GB&M and BSM 2
GB&M, BSM 2 , GPB, CMB and RBWM
Risk measure
VaR | Sensitivity | Stress Testing
VaR | Sensitivity | Stress Testing
1
The interest rate risk on the fixed-rate securities issued by HSBC Holdings is not included in the Group VaR. The management of this risk is described on page  145 .
2
BSM, for external reporting purposes, forms part of Corporate Centre while daily operations and risk are managed within GB&M.
Where appropriate, we apply similar risk management policies and measurement techniques to both trading and non-trading portfolios. Our objective is to manage and control market risk exposures to optimise return on risk while maintaining a market profile consistent with our established risk appetite.
The nature of the hedging and risk mitigation strategies performed across the Group corresponds to the market risk management instruments available within each operating jurisdiction. These strategies range from the use of traditional market instruments, such as interest rate swaps, to more sophisticated hedging strategies to address a combination of risk factors arising at the portfolio level.
Market risk governance
(Audited)
Market risk is managed and controlled through limits approved by the RMM for HSBC Holdings. These limits are allocated across business lines and to the Group’s legal entities.
 
 
 
 

B&M manages market risk, where the majority of HSBC’s total value at risk (excluding insurance) and almost all trading VaR resides, using risk limits approved by the GMB. VaR limits are set for portfolios, products and risk types, with market liquidity being a primary factor in determining the level of limits set. Global Risk is responsible for setting market risk management policies and measurement techniques.
Each major operating entity has an independent market risk management and control sub-function which is responsible for measuring market risk exposures, monitoring and reporting these exposures against the prescribed limits on a daily basis. The market risk limits are governed according to the framework illustrated to the left.
Each operating entity is required to assess the market risks arising on each product in its business and to transfer them to either its local GB&M unit for management, or to separate books managed under the supervision of the local ALCO.
Model risk is governed through Model Oversight Committees (‘MOCs’) at the regional and global Wholesale Credit and Market Risk levels. They have direct oversight and approval responsibility for all traded risk models utilised for risk measurement and management and stress testing. We are committed to the ongoing development of our in-house risk models.
The Markets MOC reports into the Group MOC, which oversees all model risk types at Group level. The Group MOC informs the RMM about material issues at least two times a year. The RMM is the Group’s ‘Designated Committee’ according to regulatory rules and has delegated day-to-day governance of all traded risk models to the Markets MOC.
Global Risk enforces trading in permissible instruments approved for each site, new product approval procedures, restricting trading in the more complex derivative products only to offices with appropriate levels of product expertise and robust control systems.
General
measures
 
HSBC Holdings Board
 
GB&M manages market risk, where the majority of HSBC’s total value at risk (excluding insurance) and almost all trading VaR resides, using risk limits approved by the RMM. VaR limits are set for portfolios, products and risk types, with market liquidity being a primary factor in determining the level of limits set. Global Risk is responsible for setting market risk management policies and measurement techniques.
Each major operating entity has an independent market risk management and control sub-function which is responsible for measuring market risk exposures, monitoring and reporting these exposures against the prescribed limits on a daily basis. The market risk limits are governed according to the framework illustrated to the left.
Each operating entity is required to assess the market risks arising on each product in its business and to transfer them to either its local GB&M unit for management, or to separate books managed under the supervision of the local ALCO.
Model risk is governed through Model Oversight Committees (‘MOCs’) at the regional and global Wholesale Credit and Market Risk levels. They have direct oversight and approval responsibility for all traded risk models used for risk measurement and management and stress testing. We are committed to the ongoing development of our in-house risk models.
The Markets MOC reports into the Group MOC, which oversees all model risk types at Group level. The Group MOC informs the RMM about material issues at least two times a year. The RMM is the Group’s ‘Designated Committee’ according to regulatory rules and has delegated day-to-day governance of all traded risk models to the Markets MOC.
Global Risk enforces trading in permissible instruments approved for each site, new product approval procedures, restricting trading in the more complex derivative products only to offices with appropriate levels of product expertise and robust control systems.
q
Group Chairman/
Group Chief Executive
q
Risk Management Meeting of the GMB
q
Group traded risk
 
 
q
Specific
measures
 
Entity risk management committee
q
Principal office manager
q
 
Business/desk/trader
 
 
 
 

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Market risk measures
Monitoring and limiting market risk exposures
Our objective is to manage and control market risk exposures while maintaining a market profile consistent with our risk appetite.
We use a range of tools to monitor and limit market risk exposures including sensitivity analysis, value at risk and stress testing.
Sensitivity analysis
Sensitivity analysis measures the impact of individual market factor movements on specific instruments or portfolios, including interest rates, foreign exchange rates and equity prices, such as the effect of a one basis point change in yield. We use sensitivity measures to monitor the market risk positions within each risk type. Sensitivity limits are set for portfolios, products and risk types, with the depth of the market being a principal factor in determining the level.
Value at risk
(Audited)
Value at risk (‘VaR’) is a technique for estimating potential losses on risk positions as a result of movements in market rates and prices over a specified time horizon and to a given level of confidence. The use of VaR is integrated into market risk management and calculated for all trading positions regardless of how we capitalise them. Where there is not an approved internal model, we use the appropriate local rules to capitalise exposures. In addition, we calculate VaR for non-trading portfolios to have a complete picture of risk. Where we do not calculate VaR explicitly, we use alternative tools as summarised in the ‘Stress testing’ section below.
Our models are predominantly based on historical simulation that incorporates the following features:
historical market rates and prices are calculated with reference to foreign exchange rates, commodity prices, interest rates, equity prices and the associated volatilities;
potential market movements utilised for VaR are calculated with reference to data from the past two years; and
VaR measures are calculated to a 99% confidence level and use a one-day holding period.
The models also incorporate the effect of option features on the underlying exposures. The nature of the VaR models means that an increase in observed market volatility will lead to an increase in VaR without any changes in the underlying positions.
VaR model limitations
Although a valuable guide to risk, VaR should always be viewed in the context of its limitations. For example:
use of historical data as a proxy for estimating future events may not encompass all potential events, particularly extreme ones;
the use of a holding period assumes that all positions can be liquidated or the risks offset during that period, which may not fully reflect the market risk arising at times of severe illiquidity, when the holding period may be insufficient to liquidate or hedge all positions fully;
the use of a 99% confidence level does not take into account losses that might occur beyond this level of confidence; and
VaR is calculated on the basis of exposures outstanding at the close of business and therefore does not necessarily reflect intra-day exposures.
Risk not in VaR framework
The risks not in VaR (‘RNIV’) framework aims to capture and capitalise material market risks that are not adequately covered in the VaR model, such as the LIBOR tenor basis.
Risk factors are reviewed on a regular basis and either incorporated directly in the VaR models, where possible, or quantified through the VaR-based RNIV approach or a stress test
 
approach within the RNIV framework. The outcome of the VaR-based RNIV is included in the VaR calculation and back-testing; a stressed VaR RNIV is also computed for the risk factors considered in the VaR-based RNIV approach.
Stress-type RNIVs include a gap risk exposure measure to capture risk on non-recourse margin loans and a de-peg risk measure to capture risk to pegged and heavily-managed currencies.
Stress testing
Stress testing is an important procedure that is integrated into our market risk management framework to evaluate the potential impact on portfolio values of more extreme, although plausible, events or movements in a set of financial variables. In such scenarios, losses can be much greater than those predicted by VaR modelling.
Stress testing is implemented at legal entity, regional and overall Group levels. A set of scenarios is used consistently across all regions within the Group. Scenarios are tailored to capture the relevant potential events or market movements at each level. The risk appetite around potential stress losses for the Group is set and monitored against referral limits.
Market risk reverse stress tests are undertaken on the premise that there is a fixed loss. The stress testing process identifies which scenarios lead to this loss. The rationale behind the reverse stress test is to understand scenarios that are beyond normal business settings and could have contagion and systemic implications.
Stressed VaR and stress testing, together with reverse stress testing and the management of gap risk, provide management with insights regarding the ‘tail risk’ beyond VaR, for which HSBC’s appetite is limited.
Trading portfolios
Back-testing
We routinely validate the accuracy of our VaR models by back-testing them against both actual and hypothetical profit and loss against the corresponding VaR numbers. Hypothetical profit and loss excludes non-modelled items such as fees, commissions and revenues of intra-day transactions.
We would expect, on average, to see two or three profits and two or three losses in excess of VaR at the 99% confidence level over a one-year period. The actual number of profits or losses in excess of VaR over this period can therefore be used to gauge how well the models are performing.
We back-test our Group VaR at various levels that reflect a full legal entity scope of HSBC, including entities that do not have local permission to use VaR for regulatory purposes.
Structural foreign exchange exposures
Structural foreign exchange exposures represent net investments in subsidiaries, branches and associates, the functional currencies of which are currencies other than the US dollar. An entity’s functional currency is normally that of the primary economic environment in which the entity operates.
Exchange differences on structural exposures are recognised in ‘Other comprehensive income’. We use the US dollar as our presentation currency in our consolidated financial statements because the US dollar and currencies linked to it form the major currency bloc in which we transact and fund our business. Our consolidated balance sheet is, therefore, affected by exchange differences between the US dollar and all the non-US dollar functional currencies of underlying subsidiaries.
Our structural foreign exchange exposures are managed with the primary objective of ensuring, where practical, that our consolidated capital ratios and the capital ratios of individual banking subsidiaries are largely protected from the effect of changes in exchange rates. We hedge structural foreign exchange exposures only in limited circumstances.
For further details of our structural foreign exchange exposures, please see page 153 .

HSBC Holdings plc  
115


Report of the Directors | Risk

Interest rate risk in the banking book
Overview
Interest rate risk in the banking book is the risk of an adverse impact to earnings or capital due to changes in market interest rates. It is generated by our non-traded assets and liabilities and is monitored and controlled at Group level by Group Treasury and at the entity level by Asset, Liability and Capital Management (‘ALCM’). Group Treasury and ALCM functions are governed by RMM who approve risk limits used in the management of interest rate risk. Interest rate risk in the banking book is transferred to and managed by BSM, which is overseen by Wholesale Market Risk, Product Control and Group Treasury functions.
Key risk drivers
The bank’s interest rate risk in the banking book can be segregated into the following drivers:
Managed rate risk – the risk that the pricing of products, which are dependent upon business line decisions, do not correlate to movements in market interest rates.
Re-investment risk – risk arising due to change in rates when behaviouralised balances are reinvested as per the transfer pricing policy.
Basis risk – the risk arising from assets and liabilities that are priced referencing different market indices creating a repricing mismatch.
Prepayment risk – the risk that the actual customer prepayment in different interest rate scenarios does not match the profile used to hedge the interest rate risk.
Duration risk – the risk that there are changes in the maturities of assets and liabilities due to changes in interest rate, which create or exacerbate a mismatch.
Governance and structure
Group Treasury and ALCM monitor and control non-traded interest rate risk. This includes reviewing and challenging the business prior to the release of new products and in respect of proposed behavioural assumptions used for hedging activities. ALCM are also responsible for maintaining and updating the transfer pricing framework, informing the Asset and Liability Committee (‘ALCO’) of the Group’s overall banking book interest rate risk exposure and managing the balance sheet in conjunction with BSM.
The internal transfer pricing framework is constructed to ensure that structural interest rate risk, arising due to differences in the repricing timing of assets and liabilities, is transferred to BSM and business lines are correctly allocated income and expense based on the products they write, inclusive of activities to mitigate this risk. Contractual principal repayments, payment schedules, expected prepayments, contractual rate indices used for repricing and interest rate reset dates are examples of elements transferred for risk management by BSM.
The internal transfer pricing framework is governed by each entity’s ALCO. The ALCO defines each operating entity’s transfer pricing curve, reviews and approves the transfer pricing policy, including behaviouralisation assumptions used for products where there is either no defined maturity or customer optionality exists. The ALCO is also responsible for monitoring and reviewing each entity’s overall structural interest rate risk position. Interest rate behaviouralisation policies have to be formulated in line with the Group’s behaviouralisation policies and approved at least annually by local ALCOs.
Non-traded assets and liabilities are transferred to BSM based on their repricing and maturity characteristics. For assets and liabilities with no defined maturity or repricing characteristics behaviouralisation is used to assess the interest rate risk profile; the maximum average duration to which a portfolio of non-maturity defined customer balances or equity can be behaviouralised is five years. The maximum percentage of any portfolio that can be behaviouralised is 90% with the residual treated as overnight.
 
BSM manages the banking book interest rate positions transferred to it within the Market Risk limits approved by RMM. Effective governance of BSM is supported by the dual reporting lines it has to the Chief Executive Officer of GB&M and to the Group Treasurer. The global businesses can only transfer non-trading assets and liabilities to BSM provided BSM can economically hedge the risk they receive. Hedging is generally executed through vanilla interest rate derivatives or fixed rate government bonds. Any interest rate risk which BSM cannot economically hedge is not transferred and will remain within the global business where the risk is originated.
Measurement of interest rate risk in the banking book
ALCM uses a number of measures to monitor and control interest rate risk in the banking book, including:
non-traded VaR;
net Interest Income (‘NII’) sensitivity; and
economic value of equity (‘EVE’).
Non-traded VaR
Non-traded VaR uses the same models as those used in the trading book and excludes both HSBC Holdings and the elements of risk which are not transferred to BSM.
NII sensitivity
A principal part of our management of non-traded interest rate risk is to monitor the sensitivity of expected net interest income under varying interest rate scenarios (simulation modelling), where all other economic variables are held constant. This monitoring is undertaken at an entity level by local ALCOs, where entities forecast both one-year and five-year net interest income sensitivities across a range of interest rate scenarios.
Entities apply a combination of scenarios and assumptions relevant to their local businesses, and standard scenarios which are required throughout HSBC. The latter are consolidated to illustrate the combined pro forma effect on a hypothetical base case of our consolidated net interest income.
Projected net interest income sensitivity figures represent the effect of the pro forma movements in projected yield curves based on a static balance sheet size and structure, other than where the size of the balances or repricing is deemed interest rate sensitive, for example, non-interest bearing current account migration and fixed rate loan early prepayment. These sensitivity calculations do not incorporate actions which would be taken by BSM or in the business units to mitigate the effect of interest rate movements.
The net interest income sensitivity calculations assume that interest rates of all maturities move by the same amount in the ‘up-shock’ scenario. Rates are not assumed to become negative in the ‘down-shock’ scenario unless the central bank rate is already negative. In these cases, rates are not assumed to go further negative, which may, in certain currencies, effectively result in non-parallel shock. In addition, the net interest income sensitivity calculations take account of the effect on net interest income of anticipated differences in changes between interbank interest rates and internally determined interest rates over which the entity has discretion in terms of the timing and extent of rate changes.
Tables showing our calculations of net interest income sensitivity can be found on page 153 .
Economic value of equity
EVE represents the present value of the future banking book cash flows that could be distributed to equity providers under a managed run-off scenario, i.e. the current book value of equity plus the present value of future net interest income in this scenario. This can be used to assess the economic capital required to support IRRBB. An EVE sensitivity is the extent to which the EVE value will change due to a pre-specified movements in interest rates, where all other economic variables are held constant. Operating entities are required to monitor EVE sensitivity as a percentage of capital resources.

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HSBC Holdings
HSBC Holdings is a financial services holding company. Its activities predominantly involve maintaining sufficient capital resources to support the Group’s diverse activities; allocating these capital resources across our businesses; earning dividend and interest income on its investments in our businesses; payment of operating expenses; providing dividend payments to its equity shareholders and interest payments to providers of debt capital; and maintaining a supply of short-term liquid assets for deployment under extraordinary circumstances.
The main market risks to which HSBC Holdings is exposed are banking book interest rate risk and foreign currency risk. Exposure to these risks arises from short-term cash balances, funding positions held, loans to subsidiaries, investments in long-term financial assets and financial liabilities including debt capital issued. The objective of HSBC Holdings’ market risk management strategy is to reduce exposure to these risks and minimise volatility in capital resources, cash flows and distributable reserves. Market risk for HSBC Holdings is monitored by Holdings ALCO in accordance with its risk appetite statement.
HSBC Holdings uses interest rate swaps and cross-currency interest rate swaps to manage the interest rate risk and foreign currency risk arising from its long-term debt issues.
Operational risk management
Details of our operational risk profile in 2017 can be found on page 156 , in ‘Operational risk exposures in 2017’.
Overview
The objective of our operational risk management is to manage and control operational risk in a cost-effective manner within targeted levels of operational risk consistent with our risk appetite, as defined by the GMB.
Key developments in 2017
During 2017 we implemented a new operational risk management framework (‘ORMF’) and group-wide risk management system. The new ORMF provides an end-to-end view of non-financial risks, enhancing focus on the risks that matter the most and associated controls. It provides a platform to drive forward-looking risk awareness and assist management focus. It also helps the organisation understand the level of risk it is willing to accept.
We also maintained activity to continually strengthen our risk culture. In particular, we focused on the use of the three lines of defence model to reinforce individual accountability. It sets our roles and responsibilities for managing operational risk on a daily basis.
Further information on the three lines of defence model can be found in the ‘Our risk management framework’ section on page 106 .
Governance and structure
The ORMF defines minimum standards and processes, and the governance structure for the management of operational risk and internal control in our geographical regions, global businesses and global functions. The ORMF has been codified in a high-level standards manual, supplemented with detailed policies, which describes our approach to identifying, assessing, monitoring and controlling operational risk and gives guidance on mitigating action to be taken when weaknesses are identified.
We have a dedicated Global Operational Risk sub-function within our Global Risk function. It is responsible for leading the embedding of the ORMF, and assuring adherence to associated policies and processes across the first and second lines of defence. It supports the Group Chief Risk Officer and the Global Operational Risk Committee, which meets at least quarterly to discuss key risk issues and review implementation of the ORMF. The sub-function is also responsible for preparation of operational risk reporting at Group level, including reports for consideration by the RMM and Group Risk Committee. A formal governance structure provides oversight of the sub-function’s management.
 
Key risk management processes
Business managers throughout the Group are responsible for maintaining an acceptable level of internal control commensurate with the scale and nature of operations, and for identifying and assessing risks, designing controls and monitoring the effectiveness of these controls. The ORMF helps managers to fulfil these responsibilities by defining a standard risk assessment methodology and providing a tool for the systematic reporting of operational loss data.
A group-wide risk management system is used to record the results of the operational risk management process. Operational risk and control self-assessments, along with issue and action plans, are entered and maintained by business units. Business and functional management monitor the progress of documented action plans to address shortcomings. To help ensure that operational risk losses are consistently reported and monitored at Group level, all Group companies are required to report individual losses when the net loss is expected to exceed $10,000, and to aggregate all other operational risk losses under $10,000. Losses are entered into the group-wide risk management system and reported to governance on a monthly basis.
Regulatory compliance risk management
Overview
The Regulatory Compliance sub-function (‘RC’) provides independent, objective oversight and challenge, and promotes a compliance-orientated culture that supports the business in delivering fair outcomes for customers, maintaining the integrity of financial markets and achieving HSBC’s strategic objectives.
Key developments in 2017
There were no material changes to the policies and practices for the management of RC risk in 2017, except for the following:
We implemented a number of initiatives to raise our standards in relation to the conduct of our business, as described below under ‘Conduct of business’.
Surveillance capabilities have been strengthened during the year with the deployment of an unauthorised trading detection tool in London, New York and Hong Kong, implementation of a foreign exchange trade analytics platform and expanded coverage of electronic communications surveillance. Infrastructure to support the effective delivery and reporting of surveillance activity continues to mature.
We continued to take steps to enhance our regulatory compliance risk management and controls, and to work with regulators in relation to their investigations into historical activities. This included, in September 2017, matt ers giving rise to a civil money penalty order with the Federal Reserve Board in connection with its investigation into HSBC’s historical foreign exchange activities, and in January 2018, matters giving rise to HSBC’s entry into a three-year deferred prosecution agreement with the US Department of Justice (‘DoJ’) regarding fraudulent conduct in connection with two particular transactions in 2010 and 2011 which concluded the DoJ’s investigation into HSBC’s historical foreign exchange activities . For further details, see Note 34 on the Financial Statements.
Governance and structure
The Global Head of RC reports to the Group Chief Risk Officer. To align with our global business structure and help ensure coverage of local regulatory requirements, RC is structured as a global function with regional and country RC teams, which support and advise each global business and global function.
Key risk management processes
We regularly review our policies and procedures. Global policies and procedures require the prompt identification and escalation of any actual or potential regulatory breach to RC. Reportable events are escalated to the RMM and the Group Risk Committee, as appropriate. Matters relating to the Group’s regulatory conduct of business are reported to the Conduct & Values Committee.

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Conduct of business
In 2017, we focused on embedding conduct considerations in business-as-usual activity and decision making across the Group, reflecting our values and required behaviours, to deliver fair outcomes for customers and maintain market integrity. During the year, we continued to focus on work relating to potentially vulnerable customers, third parties, digital channels, markets trading surveillance and monitoring and testing. Other key activities in 2017 included:
Ongoing oversight of the breadth, depth and effectiveness of conduct management and governance at country level.
Identification and integration of conduct considerations in the enterprise-wide risk management framework and the Group’s planning processes.
Expansion of conduct management information to identify actual or potential issues for resolution, in the global functions and HSBC Operations Services and Technology, complementing global business conduct management information.
Implementing new conduct-specific global mandatory training modules and an enhanced programme of conduct communications.
Enhancing the assessment of conduct in performance appraisal scorecards and remuneration decision-making processes.
The Board maintained oversight of conduct matters through the Conduct & Values Committee.
Further detail can be found under the Our conduct section of www.hsbc.com. For conduct-related costs relating to significant items, see page 84 .
Financial crime risk management
Overview
HSBC continued its progress towards implementing an effective financial crime risk management capability across the Group. We completed the roll-out of major compliance systems and shifted our focus towards embedding a sustainable approach to financial crime risk management everywhere we operate. This was underpinned by the implementation of a target operating model for the Financial Crime Risk function and by the completion of a country-by-country assessment against our financial crime risk framework.
Key developments in 2017
During 2017, HSBC continued to increase its efforts to assist with keeping financial crime out of the financial system. We completed the roll-out of compliance systems to support our anti-money laundering and sanctions policies, having invested $1bn in new and upgraded IT systems since 2015.
To ensure we have a clear view of our progress, we completed an assessment of each country in which we operate against the capabilities set out in our financial crime risk framework.
We implemented a new target operating model for the Financial Crime Risk function which puts in place a sustainable structure at a global, regional and country level, and across all lines of business, and continued to build the function’s leadership at the most senior levels.
An engaged and well-trained workforce is crucial and in 2017 we continued to invest significantly in this area. We relaunched and refreshed our global mandatory training for all employees and introduced targeted training for relationship managers and other key roles.
Working in partnership is vital to managing financial crime risk. HSBC is a strong proponent of public-private partnerships and information-sharing initiatives. During 2017 we joined three new partnerships – in Australia, Singapore and Hong Kong – and co-sponsored a major public report into the future of financial intelligence sharing. We also worked with, or invested in, a number of financial technology (‘fintech’) firms to help us continue to strengthen our analytical and innovative approach to financial crime risk management.
 
Key risk management processes
During 2017, HSBC introduced a strengthened financial crime risk management governance framework, mandating Financial Crime Risk Management Committees with a standardised agenda at country, region and global business line levels.
At a Group level, the Financial System Vulnerabilities Committee continues to report to the Board on matters relating to financial crime, and we introduced new members with significant external expertise in this area. Throughout the year the committee, which is attended by the Group Head of Financial Crime Risk, received regular reports on actions being taken to address issues and vulnerabilities.
We strengthened our approach to affiliate risk management, implementing an effective Group-level process to assess and remediate affiliate risk, and established a strong investigations and analytical capability to enable us to proactively identify emergent risk issues.
The Monitor
Under the agreements entered into with the US Department of Justice (‘DoJ’) and the UK Financial Conduct Authority (‘FCA’) in 2012, including the five-year deferred prosecution agreement (‘AML DPA’) and a Direction issued by the FCA, the Monitor (who is, for FCA purposes, a ‘skilled person’ under section 166 of the Financial Services and Markets Act) was appointed in July 2013 for an expected five-year period to produce annual assessments of the effectiveness of the Group’s AML and sanctions compliance programme. Additionally, under the Cease and Desist Order issued by the US Federal Reserve Board (‘FRB’) in 2012, the Monitor also serves as an independent consultant to conduct annual assessments.
In December 2017, the AML DPA expired and the charges deferred by the AML DPA were dismissed. The Monitor will continue working in his capacity as a skilled person and independent consultant for a period of time at the FCA’s and FRB’s discretion.
In February 2018, the Monitor delivered his fourth annual follow-up review report based on various thematic and country reviews he had conducted during 2017. In his report, the Monitor concluded that, in 2017, HSBC made significant progress in developing a reasonably effective and sustainable AML and sanctions compliance programme and expressed confidence that HSBC can achieve its target end state within the next 18 months if it is able to maintain the concerted effort and focus it has demonstrated in remediating and enhancing its programme over the last five years. Nonetheless, the Monitor identified various challenges that HSBC faces in achieving this objective, noted deficiencies in HSBC’s financial crime compliance controls and areas of HSBC’s programme that require further work, and highlighted potential instances of financial crime and certain areas in which he believes that HSBC is not yet adequately managing financial crime risk.  As described on page 282 of note 34 , the Monitor identified potential anti-money laundering and sanctions compliance issues that HSBC is reviewing further with the DoJ, FRB and/or FCA.
Throughout 2017, the FSVC received regular reports on HSBC’s relationship with the Monitor and its compliance with the AML DPA. The FSVC received regular updates on the Monitor’s review activity as part of the fourth annual review, and has received the Monitor’s fourth annual review report.
Insurance manufacturing operations risk management
Details of changes in our insurance manufacturing operations risk profile in 2017 can be found on page 156 , under ‘Insurance manufacturing operations risk profile’.
There were no material changes to our policies and practices for the management of risks arising in our insurance manufacturing operations in 2017.

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Governance
(Audited)
Insurance risks are managed to a defined risk appetite, which is aligned to the Group’s risk appetite and risk management framework, including its three lines of defence model. For details of the Group’s governance framework, see page  106 . The Global Insurance Risk Management Meeting oversees the control framework globally and is accountable to the RBWM Risk Management Meeting on risk matters relating to the insurance business.
The monitoring of the risks within our insurance operations is carried out by insurance risk teams. Specific risk functions, including Wholesale Credit & Market Risk, Operational Risk, Information Security Risk and Financial Crime Risk and Regulatory Compliance support Insurance Risk teams in their respective areas of expertise.
Stress and scenario testing
(Audited)
Stress testing forms a key part of the risk management framework for the insurance business. We participate in local and Group-wide regulatory stress tests, including the Bank of England stress test of the banking system, the Hong Kong Monetary Authority stress test, the European Insurance and Occupational Pensions Authority stress test, and individual country insurance regulatory stress tests.
These have highlighted that a key risk scenario for the insurance business is a prolonged low interest rate environment. In order to mitigate the impact of this scenario, the insurance operations have taken a number of actions including repricing some products to reflect lower interest rates, launching less capital intensive products, investing in more capital efficient assets and developing investment strategies to optimise the expected returns against the cost of economic capital.
Management and mitigation of key risk types
Market risk
(Audited)
All our insurance manufacturing subsidiaries have market risk mandates which specify the investment instruments in which they are permitted to invest and the maximum quantum of market risk which they may retain. They manage market risk by using, among others, some or all of the techniques listed below, depending on the nature of the contracts written:
For products with discretionary participating features (‘DPF’), adjusting bonus rates to manage the liabilities to policyholders. The effect is that a significant portion of the market risk is borne by the policyholder.
Asset and liability matching where asset portfolios are structured to support projected liability cash flows. The Group manages its assets using an approach that considers asset quality, diversification, cash flow matching, liquidity, volatility and target investment return. It is not always possible to match asset and liability durations, due to uncertainty over the receipt of all future premiums and the timing of claims; and because the forecast payment dates of liabilities may exceed the duration of the longest dated investments available. We use models to assess the effect of a range of future scenarios on the values of financial assets and associated liabilities, and ALCOs employ the outcomes in determining how best to structure asset holdings to support liabilities.
Using derivatives to protect against adverse market movements or better match liability cash flows.
For new products with investment guarantees, considering the cost when determining the level of premiums or the price structure.
Periodically reviewing products identified as higher risk, which contain investment guarantees and embedded optionality features linked to savings and investment products, for active management.
 
Designing new products to mitigate market risk, such as changing the investment return sharing portion between policyholders and the shareholder.
Exiting, to the extent possible, investment portfolios whose risk is considered unacceptable.
Repricing premiums charged to policyholders.
Credit risk
(Audited)
Our insurance manufacturing subsidiaries are responsible for the credit risk, quality and performance of their investment portfolios. Our assessment of the creditworthiness of issuers and counterparties is based primarily upon internationally recognised credit ratings and other publicly available information.
Investment credit exposures are monitored against limits by our insurance manufacturing subsidiaries, and are aggregated and reported to the Group Insurance Credit Risk and Group Credit Risk functions. Stress testing is performed on investment credit exposures using credit spread sensitivities and default probabilities.
We use tools to manage and monitor credit risk. These include a credit report containing a watch-list of investments with current credit concerns, primarily investments that may be at risk of future impairment or where high concentrations to counterparties are present in the investment portfolio. The report is circulated monthly to senior management in Group Insurance and individual country chief risk officers to identify investments that may be at risk of future impairment.
Liquidity risk
(Audited)
Risk is managed by cash flow matching and maintaining sufficient cash resources, investing in high credit-quality investments with deep and liquid markets, monitoring investment concentrations and restricting them where appropriate, and establishing committed contingency borrowing facilities.
Insurance manufacturing subsidiaries are required to complete quarterly liquidity risk reports for the Group Insurance Risk function and an annual review of the liquidity risks to which they are exposed.
Insurance risk
HSBC Insurance primarily uses the following techniques to manage and mitigate insurance risk:
formalised product approval process covering product design, pricing and overall proposition management (for example, management of lapses by introducing surrender charges);
underwriting policy;
claims management processes; and
reinsurance which cedes risks above our acceptable thresholds to an external reinsurer thereby limiting our exposure.
Reputational risk management
Overview
Reputational risk is the risk of failing to meet stakeholder expectations as a result of any event, behaviour, action or inaction, either by HSBC, our employees or those with whom we are associated. This might cause stakeholders to form a negative view of the Group and result in financial or non-financial effects and loss of confidence in the Group. Stakeholders’ expectations change constantly, and so reputational risk is dynamic and varies between geographical regions, groups and individuals. We have an unwavering commitment to operating at the high standards we set for ourselves in every jurisdiction. Any material lapse in standards of integrity, compliance, customer service or operating efficiency may represent a potential reputational risk.

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Key developments in 2017
There were no material changes to the policies and practices for the management of reputational risk in 2017, except for the formation of a new Group Reputational Risk Committee which replaced the Group Reputational Risk Policy Committee and the Global Risk Resolution Committee, as described below.
Governance and structure
From December, the development of policies and an effective control environment for the identification, assessment, management and mitigation of reputational risk, are considered by the new Group Reputational Risk Committee (‘GRRC’) which is chaired by the Group Chief Risk Officer. It is the highest decision-making forum in the Group for dealing with matters arising from clients or transactions that either present a serious potential reputational risk to the Group or merit a Group-led decision to ensure a consistent risk management approach across the regions, global businesses and global functions. The committee is responsible for keeping the RMM apprised of areas and activities presenting significant reputational risk and, where appropriate, for making recommendations to the RMM to mitigate such risk.
Prior to December, these responsibilities were split between the Group Reputational Risk Policy Committee and the Global Risk Resolution Committee which were demised to create the GRRC.
Key risk management processes
The Global Communications function maintains policies and gives policy advice for the issues that might affect HSBC’s reputation and standing with customers, employees, opinion formers and the public. It oversees the identification, management and control of reputational risk for all HSBC entities in the areas of media relations and engagement with non-governmental organisations and other external stakeholders.
Our Reputational Risk and Client Selection (‘RRCS’) team, which reports to both the Global Head of Financial Crime Compliance and the Global Head of Regulatory Compliance, oversees the identification, management and control of all other significant reputational risks across the Group. It is responsible for setting policies to guide the Group’s reputational risk management, devising strategies to protect against reputational risk, and advising the global businesses and global functions to help them identify, assess and mitigate such risks, where possible. It is led by a headquarters-based team. This is supported by teams in each business line and region, which help ensure that issues are directed to the appropriate forums, that decisions are made and implemented effectively, and that management information is generated to aid senior management in the businesses and regions in understanding where reputational risk exists. Each global business has established a governance process that empowers the RRCS’s committees to address reputational risk issues at the right level, escalating decisions where appropriate. The global functions manage and escalate reputational risks within established operational risk frameworks.
Our policies set out our risk appetite and operational procedures for all areas of reputational risk, including financial crime prevention, regulatory compliance, conduct-related concerns, environmental impacts, human rights matters and employee relations.
For further details of our financial crime risk management and regulatory compliance risk management, see ‘Financial crime risk management’ on page 118 and ‘Regulatory compliance risk management’ on page 117 respectively.
Further details can be found at www.hsbc.com.
Sustainability risk management
Overview
Assessing the environmental and social impacts of providing finance to our customers is integral to our overall risk management processes.
 
Key developments in 2017
We periodically review our sustainability risk policies. In 2017, we issued a revised Agricultural Commodities policy, requiring palm oil customers to make further commitments in line with recently enhanced sustainability standards in the industry. We are also currently conducting a review of our Energy Policy.
In 2017, we rolled out a training module for relevant relationship managers globally on our sustainability risk policies and their responsibilities, to ensure consistent implementation. By the end of the year, over 9,000 of our employees had completed this training.
Governance and structure
The Global Risk function is mandated to manage sustainability risk globally, working with the Global Businesses, Global Functions and local offices as appropriate. Sustainability risk managers have regional or national responsibilities for advising on and managing environmental and social risks.
Key risk management processes
The Global Risk function’s responsibilities in relation to sustainability risk include:
Formulating sustainability risk policies. This includes work in several key areas: overseeing our sustainability risk standards; overseeing our application of the Equator Principles, which provide a framework for banks to assess and manage the social and environmental impact of large projects to which they provide financing; overseeing our application of our sustainability policies, covering agricultural commodities, chemicals, defence, energy, forestry, freshwater infrastructure, mining and metals, UNESCO World Heritage Sites and the Ramsar Convention on Wetlands; undertaking independent reviews of transactions where sustainability risks are assessed to be high; and supporting our operating companies to assess similar risks of a lesser magnitude.
Building and implementing systems-based processes to help ensure consistent application of policies, reduce the costs of sustainability risk reviews, and capture management information to measure and report on the effect of our lending and investment activities on sustainable development.
Providing training and capacity building within our operating companies to ensure sustainability risks are identified and mitigated consistently to appropriate standards.
Pension risk management
There were no material changes to our policies and practices for the management of pension risk in 2017.
Governance and structure
A global pension risk framework and accompanying global policies on the management of risks related to defined benefit and defined contribution plans are in place. Pension risk is managed by a network of local and regional pension risk forums. The Global Pensions Oversight Forum is responsible for the governance and oversight of all pension plans sponsored by HSBC around the world.
Key risk management processes
Our global pensions strategy is to move from defined benefit to defined contribution plans, where local law allows and it is considered competitive to do so.
In defined contribution pension plans, the contributions that HSBC is required to make are known, while the ultimate pension benefit will vary, typically with investment returns achieved by investment choices made by the employee. While the market risk to HSBC of defined contribution plans is low, the Group is still exposed to operational and reputational risk.
In defined benefit pension plans, the level of pension benefit is known. Therefore, the level of contributions required by HSBC will vary due to a number of risks, including:
investments delivering a return below that required to provide the projected plan benefits;

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the prevailing economic environment leading to corporate failures, thus triggering write-downs in asset values (both equity and debt);
a change in either interest rates or inflation expectations, causing an increase in the value of plan liabilities; and
plan members living longer than expected (known as longevity risk).
Pension risk is assessed using an economic capital model that takes into account potential variations in these factors. The impact of these variations on both pension assets and pension liabilities is assessed using a one-in-200-year stress test. Scenario analysis and other stress tests are also used to support pension risk management.
To fund the benefits associated with defined benefit plans, sponsoring Group companies, and in some instances employees, make regular contributions in accordance with advice from actuaries and in consultation with the plan’s trustees where relevant. These contributions are normally set to ensure that there are sufficient funds to meet the cost of the accruing benefits for the future service of active members. However, higher contributions are required when plan assets are considered insufficient to cover the existing pension liabilities. Contribution rates are typically revised annually or once every three years, depending on the plan.
The defined benefit plans invest contributions in a range of investments designed to limit the risk of assets failing to meet a plan’s liabilities. Any changes in expected returns from the investments may also change future contribution requirements. In pursuit of these long-term objectives, an overall target allocation of the defined benefit plan assets between asset classes is established. In addition, each permitted asset class has its own benchmarks, such as stock-market or property valuation indices. The benchmarks are reviewed at least once every three to five years and more frequently if required by local legislation or circumstances. The process generally involves an extensive asset and liability review.
Key developments and risk profile in 2017
Key developments in 2017
In 2017, HSBC undertook a number of initiatives to enhance its approach to the management of risk. These included:
Implementing a new operational risk management framework (‘ORMF’) and system of record (known as Helios), as described on page 117 of the ‘Operational risk management’ section.
We have completed the introduction of the major compliance IT systems, put in place our AML and sanctions policy framework, and assessed our current financial crime risk management capabilities to identify any gaps and enable integration into our day-to-day operations. All of the actions that we committed to in 2013 as part of the Global Standards programme have been completed or superseded. Further improvements are underway to make our reforms more effective and sustainable.
We continued to take steps to enhance our regulatory compliance risk management and controls, implementing a number of initiatives to raise our standards in relation to the conduct of our business and other regulatory compliance-related initiatives , as described on page 117 of the ‘Regulatory compliance risk management’ section.
The formation of a new Group Reputational Risk Committee which replaced the Group Reputational Risk Policy Committee and the Global Risk Resolution Committee, as described on page 119 under ‘Reputational risk management’.

 
Credit risk profile
 
Page
Credit risk in 2017
Credit exposure
Wholesale lending
Personal lending
Supplementary information
HSBC Holdings
Securitisation exposures and other structured products
Credit risk in 2017
Credit risk is the risk of financial loss if a customer or counterparty fails to meet an obligation under a contract. It arises principally from direct lending, trade finance and leasing business, but also from other products, such as guarantees and credit derivatives and from holding assets in the form of debt securities. All amounts shown by geographical region or country are based on the location of the principal operations of the lending subsidiary or, in the case of the operations of The Hongkong and Shanghai Banking Corporation, HSBC Bank plc, HSBC Bank Middle East Limited and HSBC Bank USA, by the location of the lending branch.
For details on the adoption of IFRS 9, see Note 1.1(c) on the Financial Statements.
A summary of our current policies and practices regarding the management of credit risk is provided from page 112 .
Gross loans and advances increased by $103bn to $1,060bn . This included foreign exchange movements increasing balances by $48bn .
Loan impairment charges and other credit provisions (‘LICs’) for the year were $1.8bn , which was $1.6bn lower than the prior year.
In wholesale lending, balances increased by $67bn to $684bn . This increase included foreign exchange movements of $30bn . Excluding foreign exchange movements, Asia grew strongly with loans and advances increasing by $34bn . In North America and Latin America, loans and advances increased by $2.3bn in each region, while Europe increased by $1.8bn . These increases were offset by a decrease in loans and advances in MENA of $3.2bn .
In personal lending, balances increased by $ 37 bn to $ 376 bn. This increase included foreign exchange movements of $ 19 bn. Excluding foreign exchange movements, lending balances increased by $ 13 bn in Asia and $ 9.0 bn in Europe. Growth was partly offset by a $ 3.7 bn fall in North America, due to the final loans sales of $ 5.0 bn in our US CML run-off portfolio, which were sold through 2017. MENA and Latin America lending balances were broadly unchanged.
Information on constant currency movements is provided on page 32 .

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Summary of credit risk

 
2017

2016

 
 
$bn

$bn

Page

At 31 Dec
 
 
 
Maximum exposure to credit risk
3,030

2,898

123

– total assets subject to credit risk
2,306

2,205

 
– off-balance sheet commitments subject to credit risk
724

693

 
Gross loans and advances
1,060

958

 
– personal lending
376

340

136

– wholesale lending
684

618

130

Impaired loans
15

18

126

– personal lending
5

6

 
– wholesale lending
10

12

 
 
%

%

 
Impaired loans as a % of gross loans and advances


 
 
Personal lending
1.3

1.8

 
Wholesale lending
1.5

1.9

 
Total
1.5

1.9

 
 
$bn

$bn

 
Impairment allowances
7.5

7.9

130

– personal lending
1.7

2.0

129

– wholesale lending
5.8

5.9

131

Loans and advances net of
impairment allowances
1,053

950

 
For year ended 31 Dec


 
 
Loan impairment charge
2.0

3.3

128

– personal lending
1.0

1.7

 
– wholesale lending
1.0

1.6

 
Other credit risk provisions
(0.2
)
0.1

 
 
1.8

3.4

 
Gross loans to customers and banks over five years ($bn)
 
 
Personal
 
 
 
Wholesale
 
 
 
 
 
 
 
A3ARAFINANCI_CHART-42807.JPG
 
Unimpaired
 
Impaired

 
Loan impairment charge over five years ($bn)
A3ARAFINANCI_CHART-42104.JPG
 
Personal
 
Wholesale
Loan impairment charges by geographical region ($bn)
A3ARAFINANCI_CHART-35837.JPG
 
2017
 
2016
Loan impairment charges by industry ($bn)
A3ARAFINANCI_CHART-36067.JPG
 
2017
 
2016


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Loan impairment allowances over five years ($bn)
 
 
Personal
 
 
 
Wholesale
 
 
 
 
 
 
 
A3ARAFINANCI_CHART-47180.JPG
w
Loan impairment allowances as
a percentage of impaired loans
 
Loan impairment allowances ($bn)
Credit exposure
Maximum exposure to credit risk
(Audited)
The table that follows provides information on balance sheet items, offsets, and loan and other credit-related commitments. Commentary on consolidated balance sheet movements in 2017 is provided on page  48 .
 
The offset on derivatives remains in line with the movements in maximum exposure amounts.
‘Maximum exposure to credit risk’ table
The following table presents our maximum exposure before taking account of any collateral held or other credit enhancements (unless such enhancements meet accounting offsetting requirements). The table excludes financial instruments whose carrying amount best represents the net exposure to credit risk and it excludes equity securities as they are not subject to credit risk. For the financial assets recognised on the balance sheet, the maximum exposure to credit risk equals their carrying amount; for financial guarantees and similar contracts granted, it is the maximum amount that we would have to pay if the guarantees were called upon. For loan commitments and other credit-related commitments, it is generally the full amount of the committed facilities.
The offset in the table relates to amounts where there is a legally enforceable right of offset in the event of counterparty default and where, as a result, there is a net exposure for credit risk purposes. However, as there is no intention to settle these balances on a net basis under normal circumstances, they do not qualify for net presentation for accounting purposes. No offset has been applied to off-balance sheet collateral. In the case of derivatives the offset column also includes collateral received in cash and other financial assets.
Other credit risk mitigants
While not disclosed as an offset in the following ‘Maximum exposure to credit risk’ table, other arrangements are in place which reduce our maximum exposure to credit risk. These include a charge over collateral on borrowers’ specific assets such as residential properties, collateral held in the form of financial instruments that are not held on balance sheet and short positions in securities. In addition, for financial assets held as part of linked insurance/investment contracts the risk is predominantly borne by the policyholder. See Note 29 and pages 226 and 229 on the Financial Statements for further details of collateral in respect of certain loans and advances and derivatives.

Maximum exposure to credit risk
(Audited)
 
 
2017
2016
 

Maximum
exposure

Offset

Net

Maximum
exposure

Offset

Net

 
 
$m

$m

$m

$m

$m

$m

Derivatives
 
219,818

(204,829
)
14,989

290,872

(262,233
)
28,639

Loans and advances to customers held at amortised cost
 
962,964

(35,414
)
927,550

861,504

(33,657
)
827,847

– personal
 
374,762

(2,946
)
371,816

337,826

(3,629
)
334,197

– corporate and commercial
 
516,754

(29,459
)
487,295

460,209

(27,686
)
432,523

– non-bank financial institutions
 
71,448

(3,009
)
68,439

63,469

(2,342
)
61,127

Loans and advances to banks held at amortised cost
 
90,393

(273
)
90,120

88,126

(248
)
87,878

Reverse repurchase agreements – non-trading
 
201,553

(3,724
)
197,829

160,974

(4,764
)
156,210

Total balance sheet exposure to credit risk
 
2,305,592

(244,240
)
2,061,352

2,204,751

(300,902
)
1,903,849

Total off-balance sheet
 
723,917


723,917

692,915


692,915

– financial guarantees and similar contracts
 
38,328


38,328

37,072


37,072

– loan and other credit-related commitments
 
685,589


685,589

655,843


655,843

At 31 Dec
 
3,029,509

(244,240
)
2,785,269

2,897,666

(300,902
)
2,596,764


HSBC Holdings plc  
123


Report of the Directors | Risk

Concentration of exposure
The geographical diversification of our lending portfolio, and our broad range of global businesses and products, ensured that we did not overly depend on a few markets or businesses to generate growth in 2017.
For an analysis of:
financial investments, see Note 15 on the Financial Statements;
trading assets, see Note 10 on the Financial Statements;
derivatives, see page 134 and Note 14 on the Financial Statements; and
loans and advances by industry sector and by the location of the principal operations of the lending subsidiary (or, in the case of the operations of The Hongkong and Shanghai Banking Corporation, HSBC Bank plc, HSBC Bank Middle East Limited and HSBC Bank USA, by the location of the lending branch) see page 130 for wholesale lending and page 135 for personal lending.
 
Credit quality of financial instruments
(Audited)
We assess the credit quality of all financial instruments that are subject to credit risk. Additional credit quality information in respect of our consolidated holdings of ABSs is provided on page  140 .
For the purpose of the following disclosure, loans past due up to 90 days and not otherwise classified as impaired are separately classified as past due but not impaired, irrespective of their credit quality grade. Trading assets, financial assets designated at fair value and financial investments exclude equity securities as they are not subject to credit risk.
 
Distribution of financial instruments by credit quality
 
(Audited)
 

Neither past due nor impaired
Past due
but not
impaired

Impaired

Total
gross
amount

Impairment
allowances

Total

 

Strong

Good

Satisfactory

Sub-
standard

 
 

$m

$m

$m

$m

$m

$m

$m

$m

$m

 
Cash and balances at central banks
179,155

1,043

407

19





180,624



180,624

 
Items in the course of collection from other banks
6,322

29

273

4





6,628



6,628

 
Hong Kong Government certificates of indebtedness
34,186








34,186



34,186

 
Trading assets
137,983

22,365

26,438

1,949





188,735



188,735

 
– treasury and other eligible bills
15,412

531

491

1,098





17,532



17,532

 
– debt securities
84,493

9,517

12,978

498





107,486



107,486

 
– loans and advances to banks
15,496

5,778

4,757

26





26,057



26,057

 
– loans and advances to customers
22,582

6,539

8,212

327





37,660



37,660

 
Financial assets designated at fair value
3,378

269

1,029

28





4,704



4,704

 
Derivatives
181,195

31,827

5,874

922





219,818



219,818

 
Loans and advances to customers held at amortised cost
503,759

222,343

204,162

16,114

8,600

15,470

970,448

(7,484
)
962,964

 
– personal
324,960

26,612

14,549

780

4,658

4,922

376,481

(1,719
)
374,762

 
– corporate and commercial
140,382

176,745

176,661

14,784

3,422

10,254

522,248

(5,494
)
516,754

 
– non-bank financial institutions
38,417

18,986

12,952

550

520

294

71,719

(271
)
71,448

 
Loans and advances to banks held at amortised cost
77,175

9,026

4,144

39

9


90,393


90,393

 
Reverse repurchase agreements – non-trading
143,154

32,321

25,636

442



201,553


201,553

 
Financial investments
356,065

10,463

15,017

2,886


728

385,159



385,159

 
Other assets
12,714

6,526

10,705

681

107

143

30,876

(48
)
30,828

 
– endorsements and acceptances
1,430

4,636

3,455

183

15

31

9,750



9,750

 
– accrued income and other
11,175

1,837

7,124

361

91

56

20,644



20,644

 
– assets held for sale
109

53

126

137

1

56

482

(48
)
434

 
At 31 Dec 2017
1,635,086

336,212

293,685

23,084

8,716

16,341

2,313,124

(7,532
)
2,305,592

 

%

%

%

%

%

%

%





 
Percentage of total gross amount
70.7

14.5

12.7

1.0

0.4

0.7

100.0






124
HSBC Holdings plc


Distribution of financial instruments by credit quality (continued)
 
Neither past due nor impaired
Past due
but not
impaired

Impaired

Total
gross
amount

Impairment
allowances

Total

 
Strong

Good

Satisfactory

Sub-
standard

 
$m

$m

$m

$m

$m

$m

$m

$m

$m

Cash and balances at central banks
126,838

711

444

16





128,009



128,009

Items in the course of collection from other banks
4,656

14

329

4





5,003



5,003

Hong Kong Government certificates of indebtedness
31,228








31,228



31,228

Trading assets
127,997

20,345

21,947

1,232

 
 
171,521

 
171,521

– treasury and other eligible bills
13,595

672

138

46

 
 
14,451

 
14,451

– debt securities
73,171

7,746

12,741

396

 
 
94,054

 
94,054

– loans and advances to banks
15,356

6,119

3,250

44

 
 
24,769

 
24,769

– loans and advances to customers
25,875

5,808

5,818

746

 
 
38,247

 
38,247

Financial assets designated at fair value
3,249

367

542

314





4,472



4,472

Derivatives
236,693

45,961

7,368

850





290,872



290,872

Loans and advances to customers
held at amortised cost
437,531

200,385

185,717

18,831

8,662

18,228

869,354

(7,850
)
861,504

– personal
290,313

24,544

12,505

884

5,062

6,490

339,798

(1,972
)
337,826

– corporate and commercial
111,848

158,878

163,107

17,504

3,128

11,362

465,827

(5,618
)
460,209

– non-bank financial institutions
35,370

16,963

10,105

443

472

376

63,729

(260
)
63,469

Loans and advances to banks held at amortised cost
73,516

8,238

6,293

73

6


88,126


88,126

Reverse repurchase agreements – non-trading
123,822

18,223

18,166

763



160,974


160,974

Financial investments
401,010

13,579

13,570

2,940


1,031

432,130



432,130

Other assets
12,977

5,884

9,619

1,071

360

1,251

31,162

(250
)
30,912

– endorsements and acceptances
1,160

3,688

3,125

474

35

92

8,574

 
8,574

– accrued income and other
10,043

1,660

6,102

331

89

129

18,354

 
18,354

– assets held for sale
1,774

536

392

266

236

1,030

4,234

(250
)
3,984

At 31 Dec 2016
1,579,517

313,707

263,995

26,094

9,028

20,510

2,212,851

(8,100
)
2,204,751

 
%

%

%

%

%

%

%

 
 
Percentage of total gross amount
71.4

14.2

11.9

1.2

0.4

0.9

100.0

 
 
Past due but not impaired gross financial instruments
(Audited)
Past due but not impaired gross financial instruments are those loans where, although customers have failed to make payments in accordance with the contractual terms of their facilities, they have not met the impaired loan criteria described on page 126 .
 
In North America, past due but not impaired balances decreased, mainly due to the final loan sales in our US CML run-off portfolio. Past due but not impaired balances are concentrated in the up to 29 days ageing bucket.

Past due but not impaired gross financial instruments by geographical region
(Audited)
 
Europe

Asia

MENA

North
America

Latin
America

Total

 
$m

$m

$m

$m

$m

$m

At 31 Dec 2017
1,324

3,892

852

2,015

633

8,716

At 31 Dec 2016
1,206

3,484

1,260

2,549

529

9,028

Ageing analysis of days for past due but not impaired gross financial instruments
(Audited)

Up to 29 days

30-59
days

60-89
days

90-179
days

180 days
and over

Total


$m

$m

$m

$m

$m

$m

Loans and advances to customers and banks held at amortised cost
6,837

1,255

493

10

14

8,609

– personal
3,455

866

337



4,658

– corporate and commercial
2,899

343

156

10

14

3,422

– financial
483

46




529

Other financial instruments
33

12

18

12

32

107

At 31 Dec 2017
6,870

1,267

511

22

46

8,716

 
 
 
 
 
 
 
Loans and advances to customers and banks held at amortised cost
6,743

1,320

587

11

7

8,668

– personal
3,696

986

380



5,062

– corporate and commercial
2,593

316

201

11

7

3,128

– financial
454

18

6



478

Other financial instruments
264

47

23

12

14

360

At 31 Dec 2016
7,007

1,367

610

23

21

9,028


HSBC Holdings plc  
125


Report of the Directors | Risk

Impaired loans
(Audited)
Impaired loans and advances are those that meet any of the following criteria:
Wholesale loans and advances classified as customer risk rating (‘CRR’) 9 or CRR 10: these grades are assigned when HSBC considers that the customer is either unlikely to pay their credit obligations in full without recourse to security, or is more than 90 days past due on any material credit obligation to HSBC.
Retail loans and advances classified as expected loss (‘EL’) 9 or EL 10: these grades are typically assigned to retail loans and
 
advances more than 90 days past due unless they have been individually assessed as not impaired.
Renegotiated loans and advances: loans where we have changed the contractual cash flows due to credit distress of the obligor. Renegotiated loans remain classified as impaired until there is sufficient evidence to demonstrate a significant reduction in the risk of non-payment of future cash flows.
In personal lending, the completion of loan sales in our US CML run-off portfolio reduced impaired loan balances by a further $ 1.5 bn. The reduction in corporate and commercial balances is a result of fewer significant current year impaired loans together with loan credit grade improvements , repayments and write-offs.
Movement in impaired loans by industry sector
 
2017
2016
 
Personal

Corporate and commercial

Financial

Total

Personal

Corporate and commercial

Financial

Total

 
$m

$m

$m

$m

$m

$m

$m

$m

At 1 Jan
6,490

11,362

376

18,228

11,507

11,949

322

23,778

Classified as impaired during the year
2,671

3,691

17

6,379

3,521

6,032

133

9,686

Transferred from impaired to unimpaired during
the year
(677
)
(1,324
)
(8
)
(2,009
)
(1,210
)
(922
)
(7
)
(2,139
)
Amounts written off
(1,330
)
(1,257
)
(53
)
(2,640
)
(1,252
)
(1,720
)
(11
)
(2,983
)
Net repayments and other
(2,232
)
(2,218
)
(38
)
(4,488
)
(6,076
)
(3,977
)
(61
)
(10,114
)
At 31 Dec
4,922

10,254

294

15,470

6,490

11,362

376

18,228

Impaired loans by industry sector and geographical region
 
Europe

Asia

MENA

North
America

Latin
America

Total

 
$m

$m

$m

$m

$m

$m

Non-renegotiated impaired loans
4,551

1,645

870

1,180

452

8,698

– personal
1,648

475

227

665

280

3,295

– corporate and commercial
2,895

1,146

639

508

172

5,360

– financial
8

24

4

7


43

Renegotiated impaired loans
3,491

604

1,079

1,426

172

6,772

– personal
381

125

120

958

43

1,627

– corporate and commercial
2,926

478

895

466

129

4,894

– financial
184

1

64

2


251

At 31 Dec 2017
8,042

2,249

1,949

2,606

624

15,470

Impaired loans % of total gross loans and advances
2.0%

0.5%

5.4%

2.2%

2.6%

1.5%

 
 
 
 
 
 
 
Non-renegotiated impaired loans
4,354

1,771

1,042

1,913

399

9,479

– personal
1,239

453

459

1,043

220

3,414

– corporate and commercial
3,029

1,291

582

865

179

5,946

– financial
86

27

1

5


119

Renegotiated impaired loans
3,708

728

1,188

2,929

196

8,749

– personal
648

113

72

2,213

30

3,076

– corporate and commercial
2,868

614

1,052

716

166

5,416

– financial
192

1

64



257

At 31 Dec 2016
8,062

2,499

2,230

4,842

595

18,228

Impaired loans % of total gross loans and advances
2.3%

0.6%

5.5%

4.1%

2.9%

1.9%

 
 
 
 
 
 
 
Currency translation adjustment
855

72

(25
)
37

20

959

31 Dec 2016 at 31 Dec 2017 exchange rates
8,917

2,571

2,205

4,879

615

19,187

Movement – constant currency basis
(875
)
(322
)
(256
)
(2,273
)
9

(3,717
)
31 Dec 2017 as reported
8,042

2,249

1,949

2,606

624

15,470


126
HSBC Holdings plc


Renegotiated loans and forbearance
The following tables show the gross carrying amounts of the Group’s holdings of renegotiated loans and advances to customers by industry sector, geographical region, credit quality classification and arrangement type.
 
The completion of loan sales in our US CML run-off portfolio reduced renegotiated loans by $ 2.0 bn during 2017.

Renegotiated loans and advances to customers by industry sector
 
First lien residential mortgages

Other personal lending

Corporate and commercial

Non-bank financial institutions

Total

 
$m

$m

$m

$m

$m

Neither past due nor impaired
476

268

2,082

257

3,083

Past due but not impaired
58

49

120


227

Impaired
1,329

298

4,894

251

6,772

At 31 Dec 2017
1,863

615

7,096

508

10,082

Impairment allowances on renegotiated loans
165

127

1,584

151

2,027

 
 
 
 
 
 
Neither past due nor impaired
976

282

1,848

260

3,366

Past due but not impaired
346

78

301


725

Impaired
2,751

325

5,416

257

8,749

At 31 Dec 2016
4,073

685

7,565

517

12,840

Impairment allowances on renegotiated loans
267

150

1,667

130

2,214

Renegotiated loans and advances to customers by geographical region
 
Europe

Asia

MENA

North America

Latin
America

Total

 
$m

$m

$m

$m

$m

$m

At 31 Dec 2017
5,667

921

1,622

1,604

268

10,082

At 31 Dec 2016
5,855

1,046

1,871

3,736

332

12,840

A range of forbearance strategies are employed in order to improve the management of customer relationships, maximise collection opportunities and, if possible, avoid default, foreclosure or repossession.
 
The following tables show renegotiated loans by arrangement type as a percentage of the total value of arrangements offered. In personal lending, renegotiated loans have been allocated to the single most dominant arrangement type. The movements in personal lending arrangement types in 2017 are mainly driven by the loan sales in our US CML run-off portfolio.
Renegotiated loans by arrangement type: personal lending
 
2017
2016
 
%
%
Interest rate and terms modifications
42.6
21.9
Payment concessions
15.8
14.3
Collection re-age
2.1
19.2
Modification re-age
24.0
34.6
Other
15.5
10.0
At 31 Dec 2017
100.0
100.0
Corporate renegotiated loans often require the granting of more than one arrangement type as part of an effective strategy. The percentages reported in the table below include the effect of loans being reported in more than one arrangement type.
Renegotiated loans by arrangement type: corporate and commercial, and financial
 
2017
2016
 
%
%
Maturity term extensions
35.8
37.3
Reductions in margin, principal forgiveness, debt equity swaps and interest, fees or penalty payment forgiveness
23.8
21.4
Other changes to repayment profile
17.7
19.4
Interest only conversion
9.0
9.3
Other
13.7
12.6
At 31 Dec 2017
100.0
100.0

HSBC Holdings plc  
127


Report of the Directors | Risk

Impairment of loans and advances
(Audited)
For an analysis of LICs by global business, see page  40 .
The tables below analyse the loan impairment charges for the year by industry sector for impaired loans and advances that are either
 
individually or collectively assessed, and for collective impairment allowances on loans and advances that are classified as not impaired.

Loan impairment charge to the income statement by industry sector
 
 
Europe

Asia

MENA

North
America

Latin
America

Total

 
Footnote
$m

$m

$m

$m

$m

$m

Personal
 
140

243

92

32

452

959

– first lien residential mortgages
 
6

(1
)
5


(27
)
(17
)
– other personal
 
134

244

87

32

479

976

Corporate and commercial
 
619

298

83

(163
)
90

927

– manufacturing and international trade and services
 
314

236

95

18

59

722

– commercial real estate and other property-related
 
200

21

(4
)
9


226

– other commercial
 
105

41

(8
)
(190
)
31

(21
)
Financial
 
66

17

22

1


106

At 31 Dec 2017
 
825

558

197

(130
)
542

1,992

 
 
 
 
 
 
 
 
Personal
 
162

264

226

219

832

1,703

– first lien residential mortgages
 
1

(1
)
10

149

7

166

– other personal
 
161

265

216

70

825

1,537

Corporate and commercial
 
337

388

53

500

330

1,608

– manufacturing and international trade and services
 
38

306

105

81

195

725

– commercial real estate and other property-related
 
(15
)
(28
)
(16
)
3

25

(31
)
– other commercial
 
314

110

(36
)
416

110

914

Financial
 
34

2

13

(10
)

39

At 31 Dec 2016
45
533

654

292

709

1,162

3,350

For footnote, see page 161 .
Charge for impairment losses as a percentage of average gross loans and advances to customers by geographical region

Europe

Asia

MENA

North
America

Latin
America

Total


%

%

%

%

%

%

New allowances net of allowance releases
0.33

0.17

0.79

(0.05
)
3.20

0.29

Recoveries
(0.09
)
(0.03
)
(0.14
)
(0.07
)
(0.41
)
(0.07
)
At 31 Dec 2017
0.24

0.14

0.65

(0.12
)
2.79

0.22

Amount written off net of recoveries
0.23

0.13

1.35

0.28

2.42

0.28

 
 
 
 
 
 
 
New allowances net of allowance releases
0.23

0.23

0.93

0.62

7.02

0.46

Recoveries
(0.08
)
(0.04
)
(0.13
)
(0.06
)
(0.56
)
(0.07
)
At 31 Dec 2016
0.15

0.19

0.80

0.56

6.46

0.39

Amount written off net of recoveries
0.26

0.14

0.84

0.48

2.99

0.32


128
HSBC Holdings plc


Movement in impairment allowances by industry sector and by geographical region
 
Europe

Asia

MENA

North
America

Latin
America

Total

 
$m

$m

$m

$m

$m

$m

At 1 Jan 2017
2,789

1,635

1,681

1,272

473

7,850

Amounts written off












Personal
(438
)
(366
)
(329
)
(100
)
(487
)
(1,720
)
– first lien residential mortgages
(8
)
(6
)
(42
)
(26
)
(9
)
(91
)
– other personal
(430
)
(360
)
(287
)
(74
)
(478
)
(1,629
)
Corporate and commercial
(648
)
(273
)
(119
)
(273
)
(63
)
(1,376
)
– manufacturing and international trade and services
(318
)
(250
)
(74
)
(44
)
(18
)
(704
)
– commercial real estate and other property-related
(121
)
(10
)
(37
)
(20
)
(4
)
(192
)
– other commercial
(209
)
(13
)
(8
)
(209
)
(41
)
(480
)
Financial
(74
)
(1
)

(2
)

(77
)
Total amounts written off
(1,160
)
(640
)
(448
)
(375
)
(550
)
(3,173
)
Recoveries of amounts written off in previous years












Personal
296

104

39

38

68

545

– first lien residential mortgages  
9

4


17

25

55

– other personal
287

100

39

21

43

490

Corporate and commercial
35

10

2

37

13

97

– manufacturing and international trade and services
10

9

1

11

3

34

– commercial real estate and other property-related  
8


1

1


10

– other commercial
17

1


25

10

53

Financial
2





2

Total recoveries of amounts written off in previous years
333

114

41

75

81

644

Charge to income statement
825

558

197

(130
)
542

1,992

Exchange and other movements
274

5

(10
)
(51
)
(47
)
171

At 31 Dec 2017
3,061

1,672

1,461

791

499

7,484

Impairment allowances against banks:












– individually assessed






Impairment allowances against customers:












– individually assessed  
2,296

1,056

1,104

383

121

4,960

– collectively assessed
765

616

357

408

378

2,524

Impairment allowances at 31 Dec 2017
3,061

1,672

1,461

791

499

7,484

 
 
 
 
 
 
 
At 1 Jan 2016
3,477

1,525

1,810

2,041

720

9,573

Amounts written off












Personal
(412
)
(358
)
(208
)
(284
)
(340
)
(1,602
)
– first lien residential mortgages
(10
)
(6
)
(3
)
(142
)
(12
)
(173
)
– other personal
(402
)
(352
)
(205
)
(142
)
(328
)
(1,429
)
Corporate and commercial
(730
)
(285
)
(137
)
(381
)
(297
)
(1,830
)
– manufacturing and international trade and services
(380
)
(172
)
(78
)
(125
)
(10
)
(765
)
– commercial real estate and other property-related
(109
)
(31
)
(54
)
(35
)
(223
)
(452
)
– other commercial
(241
)
(82
)
(5
)
(221
)
(64
)
(613
)
Financial
(1
)
(5
)
(18
)


(24
)
Total amounts written off
(1,143
)
(648
)
(363
)
(665
)
(637
)
(3,456
)
Recoveries of amounts written off in previous years












Personal
225

124

34

54

78

515

– first lien residential mortgages
3

4


26

8

41

– other persona l
222

120

34

28

70

474

Corporate and commercial
35

24

10

18

22

109

– manufacturing and international trade and services
15

23

5

9

16

68

– commercial real estate and other property-related
9



2


11

– other commercial
11

1

5

7

6

30

Financial
1

1


1


3

Total recoveries of amounts written off in previous years
261

149

44

73

100

627

Charge to income statement
533

654

292

709

1,162

3,350

Exchange and other movements
(339
)
(45
)
(102
)
(886
)
(872
)
(2,244
)
At 31 Dec 2016
2,789

1,635

1,681

1,272

473

7,850

Impairment allowances against banks:












– individually assessed






Impairment allowances against customers:












– individually assessed
2,060

1,038

1,137

540

157

4,932

– collectively assessed
729

597

544

732

316

2,918

Impairment allowances at 31 Dec 2016
2,789

1,635

1,681

1,272

473

7,850



HSBC Holdings plc  
129


Report of the Directors | Risk

Movement in impairment allowances on loans and advances to customers and banks
(Audited)
 
2017
2016
 
Banks
individually
assessed

Customers
 
Banks
individually
assessed

Customers
 
 
Individually
assessed

Collectively
assessed

Total

Individually
assessed

Collectively
assessed

Total

 
$m

$m

$m

$m

$m

$m

$m

$m

At 1 Jan

4,932

2,918

7,850

18

5,402

4,153

9,573

Amounts written off

(1,468
)
(1,705
)
(3,173
)
(18
)
(1,831
)
(1,607
)
(3,456
)
Recoveries of loans and advances previously written off

119

525

644


107

520

627

Charge to income statement

1,114

878

1,992


1,831

1,519

3,350

Exchange and other movements

263

(92
)
171


(577
)
(1,667
)
(2,244
)
At 31 Dec

4,960

2,524

7,484


4,932

2,918

7,850

Impairment allowances % of loans and advances

0.5%

0.3%

0.8%


0.6%

0.3%

0.8%

Wholesale lending
Total wholesale lending balances increased by $67bn with foreign exchange differences accounting for $30bn of the increase.
While the tables are presented on a reported basis, the commentary that follows is on a constant currency basis.
In Asia, particularly within Hong Kong, lending balances increased by $34bn . In this region, demand for lending increased across most industry sectors with notable growth in commercial real estate and property-related lending of $15bn and international trade services of $10bn .
In Europe, overall lending increased by $1.8bn owing to decreased lending in the UK of $2.8bn being offset by increased lending in the rest of Europe, mainly in France and Germany.
 
In North America, lending increased by $2.3bn in the US and Canada. The US bank loans increased by $5.8bn largely due to excess liquidity placement. This was mostly offset by decreased US corporate and commercial lending of $5.1bn as paydowns and maturities exceeded new loan originations owing to our continued efforts to improve returns.
In MENA, overall lending fell by $3.2bn , mainly within the UAE owing to a combination of large run-offs and repayments together with the exiting of some customer relationships.
In Latin America, lending increased by $2.3bn largely in Mexico.
Total wholesale lending gross loans

Europe

Asia

MENA

North
America

Latin
America

Total

Total as a % of total gross loans

$m

$m

$m

$m

$m

$m

%
Corporate and commercial
182,501

250,950

21,533

54,915

12,349

522,248

49.2
– manufacturing
29,098

32,275

2,836

14,503

3,145

81,857

7.7
– international trade and services
65,149

84,340

10,130

10,272

3,336

173,227

16.3
– commercial real estate
25,956

40,246

687

8,917

1,506

77,312

7.3
– other property-related
7,982

46,164

1,821

7,999

369

64,335

6.1
– government
3,619

5,767

1,366

406

570

11,728

1.1
– other commercial
50,697

42,158

4,693

12,818

3,423

113,789

10.7
Financial
46,274

81,730

7,609

21,746

4,753

162,112

15.3
– non-bank financial institutions
32,093

26,311

1,107

10,926

1,282

71,719

6.8
– banks
14,181

55,419

6,502

10,820

3,471

90,393

8.5
Gross loans at 31 Dec 2017
228,775

332,680

29,142

76,661

17,102

684,360

64.5
Loan and other credit-related commitments
143,015

195,396

17,935

123,267

11,666

491,279


– corporate and commercial
123,972

179,302

17,390

102,666

10,795

434,125


– financial
19,043

16,094

545

20,601

871

57,154
















Corporate and commercial
161,653

212,848

22,078

58,276

10,972

465,827

48.6
– manufacturing
27,005

32,564

2,941

15,348

2,785

80,643

8.4
– international trade and services
55,875

72,166

8,448

11,035

2,518

150,042

15.6
– commercial real estate
21,460

32,798

724

7,849

1,340

64,171

6.7
– other property-related
7,025

37,628

1,856

8,823

306

55,638

5.8
– government
3,009

2,919

1,619

354

541

8,442

0.9
– other commercial
47,279

34,773

6,490

14,867

3,482

106,891

11.2
Financial
43,666

79,254

10,370

14,823

3,742

151,855

15.9
– non-bank financial institutions
31,307

19,517

2,599

9,750

556

63,729

6.7
– banks
12,359

59,737

7,771

5,073

3,186

88,126

9.2
Gross loans at 31 Dec 2016
205,319

292,102

32,448

73,099

14,714

617,682

64.5














Currency translation adjustment
21,696

6,604

(84
)
1,297

40

29,553


31 Dec 2016 at 31 Dec 2017 exchange rates
227,015

298,706

32,364

74,396

14,754

647,235


Movement – constant currency basis
1,760

33,974

(3,222
)
2,265

2,348

37,125


31 Dec 2017 as reported
228,775

332,680

29,142

76,661

17,102

684,360


Loan and other credit-related commitments
135,394

183,508

18,562

124,720

9,849

472,033


– corporate and commercial
112,229

167,298

18,474

96,301

9,174

403,476


– financial
23,165

16,210

88

28,419

675

68,557



130
HSBC Holdings plc


Total wholesale lending impairment allowances

Europe

Asia

MENA

North America

Latin
America

Total


$m

$m

$m

$m

$m

$m

Corporate and commercial
2,286

1,375

1,092

557

184

5,494

– manufacturing
332

372

188

114

70

1,076

– international trade and services
671

612

480

101

35

1,899

– commercial real estate
362

10

142

75


589

– other property-related
347

44

161

41

42

635

– government
3


6



9

– other commercial
571

337

115

226

37

1,286

Financial
183

27

39

22


271

– non-bank financial institutions
183

27

39

22


271

– banks






Impairment allowances at 31 Dec 2017
2,469

1,402

1,131

579

184

5,765

Impairment allowances % of impaired loans
41.1%

85.0%

70.6%

58.9%

61.1%

54.7%














Corporate and commercial
2,048

1,343

1,137

880

210

5,618

– manufacturing
411

342

174

139

38

1,104

– international trade and services
473

647

476

81

35

1,712

– commercial real estate
402

11

144

67

36

660

– other property-related
167

34

202

37

55

495

– government
2


1


1

4

– other commercial
593

309

140

556

45

1,643

Financial
216

9

15

20


260

– non-bank financial institutions
216

9

15

20


260

– banks






Impairment allowances at 31 Dec 2016
2,264

1,352

1,152

900

210

5,878

Impairment allowances % of impaired loans
36.7%

69.9%

67.8%

56.7%

60.9%

50.0%














Currency translation adjustment
260

33

(5
)
19

9

316

31 Dec 2016 at 31 Dec 2017 exchange rates
2,524

1,385

1,147

919

219

6,194

Movement – on constant currency basis
(55
)
17

(16
)
(340
)
(35
)
(429
)
31 Dec 2017 as reported
2,469

1,402

1,131

579

184

5,765

Commercial real estate
Commercial real estate lending

Europe

Asia

MENA

   North America

Latin America

Total

UK

Hong Kong


$m

$m

$m

$m

$m

$m

$m

$m

Gross loans and advances
















Neither past due nor impaired
24,822

40,175

500

8,637

1,407

75,541

18,361

31,325

Past due but not impaired
56

55

5

197

34

347

2

49

Impaired loans
1,078

16

182

83

65

1,424

895

11

At Dec 2017
25,956

40,246

687

8,917

1,506

77,312

19,258

31,385

 of which: renegotiated loans
1,112


190

97

79

1,478

1,010


Impairment allowances
362

10

142

75


589

302

7

 
 
 
 
 
 
 
 
 
Gross loans and advances
 
 
 
 
 
 
 
 
Neither past due nor impaired
20,208

32,688

541

7,650

1,255

62,342

15,143

25,561

Past due but not impaired
41

88


89

3

221

1

29

Impaired loans
1,212

22

183

110

81

1,608

1,027

15

At Dec 2016
21,461

32,798

724

7,849

1,339

64,171

16,171

25,605

 of which: renegotiated loans
1,117


192

118

98

1,525

997


Impairment allowances
403

11

144

67

35

660

330

8

Commercial real estate lending includes the financing of corporate, institutional and high net worth customers who are investing primarily in income-producing assets and, to a lesser extent, in their construction and development. The portfolio is globally diversified with larger concentrations in Hong Kong, the UK, the US and Canada.
Our global exposure is centred largely on cities with economic, political or cultural significance. In many less-developed markets, industry is moving from the development and rapid construction of recent years to an increasing focus on investment stock consistent with more developed markets.
 
In more developed markets, our exposure mainly comprises the financing of investment assets, the redevelopment of existing stock and the augmentation of both commercial and residential markets to support economic and population growth. In less-developed commercial real estate markets, our exposures comprise lending for development assets on relatively short tenors with a particular focus on supporting larger, better capitalised developers involved in residential construction or assets supporting economic expansion.
Commercial real estate lending grew $13bn , including foreign exchange movements of $2.9bn , mainly in Hong Kong and, to a lesser extent, within the UK and Canada.

HSBC Holdings plc  
131


Report of the Directors | Risk

Refinance risk in commercial real estate
Commercial real estate lending tends to require the repayment of a significant proportion of the principal at maturity. Typically, a customer will arrange repayment through the acquisition of a new loan to settle the existing debt. Refinance risk is the risk that a
 
customer, being unable to repay the debt on maturity, fails to refinance it at commercial rates. We monitor our commercial real estate portfolio closely, assessing indicators for signs of potential issues with refinancing.
Commercial real estate loans and advances maturity analysis

Europe

Asia

MENA

North
America

Latin America

Total

UK

Hong Kong


$m

$m

$m

$m

$m

$m

$m

$m

On demand, overdrafts or revolving












< 1 year
6,192

10,559

268

4,678

260

21,957

4,651

8,531

1-2 years
4,440

7,693

119

1,178

58

13,488

3,339

5,502

2-5 years
13,109

15,856

117

2,199

734

32,015

10,716

11,723

> 5 years
2,215

6,138

183

862

454

9,852

552

5,629

At Dec 2017
25,956

40,246

687

8,917

1,506

77,312

19,258

31,385

 
 
 
 
 
 
 
 
 
On demand, overdrafts or revolving
 
 
 
 
 
 
 
 
< 1 year
5,687

7,773

280

3,568

328

17,636

4,701

5,574

1-2 years
2,904

5,075

72

1,453

27

9,531

1,930

3,365

2-5 years
10,846

13,691

250

1,733

309

26,829

8,778

10,858

> 5 years
2,024

6,259

122

1,095

675

10,175

762

5,808

At Dec 2016
21,461

32,798

724

7,849

1,339

64,171

16,171

25,605

Collateral on loans and advances
Collateral held is analysed separately for commercial real estate and for other corporate, commercial and financial (non-bank) lending. The following tables include off-balance sheet loan commitments, primarily undrawn credit lines.
The collateral measured in the following tables consists of fixed first charges on real estate, and charges over cash and marketable financial instruments. The values in the tables represent the expected market value on an open market basis; no adjustment has been made to the collateral for any expected costs of recovery. Marketable securities are measured at their fair value.
Other types of collateral such as unsupported guarantees and floating charges over the assets of a customer’s business are not measured in the tables below. While such mitigants have value, often providing rights in insolvency, their assignable value is not sufficiently certain and they are therefore assigned no value for disclosure purposes.
 
For impaired loans, the collateral values cannot be directly compared with impairment allowances recognised. The loan-to-value (‘LTV’) figures use open market values with no adjustments. Impairment allowances are calculated on a different basis, by considering other cash flows and adjusting collateral values for costs of realising collateral as explained further on page 225 .
Commercial real estate loans and advances
The value of commercial real estate collateral is determined by using a combination of external and internal valuations and physical inspections. For CRR 1–7, local valuation policies determine the frequency of review on the basis of local market conditions because of the complexity of valuing collateral for commercial real estate. For CRR 8–10, almost all collateral would have been revalued within the last three years.
In Hong Kong, market practice is typically for lending to major property companies to be either secured by guarantees or unsecured. In Europe, facilities of a working capital nature are generally not secured by a first fixed charge, and are therefore disclosed as not collateralised.

132
HSBC Holdings plc


Commercial real estate loans and advances including loan commitments by level of collateral
(Audited)





Europe

Asia

MENA

North America

Latin America

Total

UK

Hong Kong


$m

$m

$m

$m

$m

$m

$m

$m

Rated CRR/EL 1 to 7
















Not collateralised
6,114

18,338

315

590

397

25,754

4,812

12,678

Fully collateralised
25,958

30,289

192

11,201

931

68,571

20,709

24,708

Partially collateralised (A)
1,631

1,623


1,797

149

5,200

968

1,229

– collateral value on A
1,270

975


1,281

76

3,602

568

729

Total
33,703

50,250

507

13,588

1,477

99,525

26,489

38,615

Rated CRR/EL 8
















Not collateralised
5





5

3


Fully collateralised
145



77


222

129


– LTV ratio: less than 50%
64



3


67

64


– 51% to 75%
34



7


41

32


– 76% to 90%
23



66


89

19


– 91% to 100%
24



1


25

14


Partially collateralised (B)
62



10


72

55


– collateral value on B
42



1


43

40


Total
212



87


299

187


Rated CRR/EL 9 to 10
















Not collateralised
56


2

2

3

63

46


Fully collateralised
445

10

194

45

16

710

376

5

– LTV ratio: less than 50%
82

6

19

26

15

148

60


– 51% to 75%
165

2


6

1

174

149

2

– 76% to 90%
127

2


13


142

122

2

– 91% to 100%
71


175



246

45

1

Partially collateralised (C)
441

6


36

10

493

351

6

– collateral value on C
250

3


13

32

298

188

3

Total
942

16

196

83

29

1,266

773

11

At 31 Dec 2017
34,857

50,266

703

13,758

1,506

101,090

27,449

38,626

 
 
 
 
 
 
 
 
 
Rated CRR/EL 1 to 7
 
 
 
 
 
 
 
 
Not collateralised
3,887

12,714

391

561

760

18,313

2,888

9,971

Fully collateralised
21,815

27,296

152

10,618

449

60,330

18,009

21,821

Partially collateralised (A)
1,360

1,106


1,388

63

3,917

1,004

644

– collateral value on A
1,021

552


991

7

2,571

672

314

Total
27,062

41,116

543

12,567

1,272

82,560

21,901

32,436

Rated CRR/EL 8
 
 
 
 
 
 
 
 
Not collateralised
12



1


13

11


Fully collateralised
190



6


196

158


– LTV ratio: less than 50%
54



4


58

39


– 51% to 75%
76



1


77

70


– 76% to 90%
44





44

39


– 91% to 100%
16



1


17

10


Partially collateralised (B)
91



11


102

82


– collateral value on B
70



1


71

61


Total
293



18


311

251


Rated CRR/EL 9 to 10
 
 
 
 
 
 
 
 
Not collateralised
62

3

4

4

2

75

16


Fully collateralised
764

14

194

85

61

1,118

740

10

– LTV ratio: less than 50%
79

7

19

5

31

141

62

4

– 51% to 75%
571

5


34

14

624

569

4

– 76% to 90%
64

1


7

16

88

64

1

– 91% to 100%
50

1

175

39


265

45

1

Partially collateralised (C)
384

5


21

2

412

361

5

– collateral value on C
148

5


13

36

202

131

5

Total
1,210

22

198

110

65

1,605

1,117

15

At 31 Dec 2016
28,565

41,138

741

12,695

1,337

84,476

23,269

32,451

Other corporate, commercial and financial (non-bank) loans are analysed separately in the table below, which focuses on the regions containing the majority of our loans and advances balances. For financing activities in other corporate and commercial lending, collateral value is not strongly correlated to principal repayment performance.
 
Collateral values are generally refreshed when an obligor’s general credit performance deteriorates and we have to assess the likely performance of secondary sources of repayment should it prove necessary to rely on them.
Accordingly, the table below reports values only for customers with CRR 8 to 10, recognising that these loans and advances generally have valuations that are comparatively recent.

HSBC Holdings plc  
133


Report of the Directors | Risk

Other corporate, commercial and non-bank financial institutions loans and advances including loan commitments by level of
collateral rated CRR/EL 8 to 10 only
(Audited)

Europe

Asia

MENA

North
America

Latin America

Total

UK

Hong Kong


$m

$m

$m

$m

$m

$m

$m

$m

Rated CRR/EL 8
















Not collateralised
1,730

42

109

1,721

121

3,723

320

15

Fully collateralised
293

9

25

222

4

553

103

5

– LTV ratio: less than 50%
72

7

9

96

4

188

25

3

– 51% to 75%
73

2

12

69


156

65

2

– 76% to 90%
16


4

19


39

11


– 91% to 100%
132



38


170

2


Partially collateralised (A)
94

140

34

224


492

91

135

– collateral value on A
62

12

3

128

1

206

59

10

Total
2,117

191

168

2,167

125

4,768

514

155

Rated CRR/EL 9 to 10
















Not collateralised
1,710

926

875

73

150

3,734

1,508

511

Fully collateralised
1,520

365

180

460

54

2,579

1,223

105

– LTV ratio: less than 50%
634

113

30

14

22

813

516

69

– 51% to 75%
431

27

62

64

21

605

403

9

– 76% to 90%
256

39

88

11

3

397

235

20

– 91% to 100%
199

186


371

8

764

69

7

Partially collateralised (B)
452

343

404

517

27

1,743

397

161

– collateral value on B
243

208

68

337

18

874

210

119

Total
3,682

1,634

1,459

1,050

231

8,056

3,128

777

At 31 Dec 2017
5,799

1,825

1,627

3,217

356

12,824

3,642

932

 
 
 
 
 
 
 
 
 
Rated CRR/EL 8
 
 
 
 
 
 
 
 
Not collateralised
1,766

405

51

2,976

85

5,283

172

287

Fully collateralised
141

3

94

362


600

70

1

– LTV ratio: less than 50%
86

2

10

151


249

30

1

– 51% to 75%
34

1

15

118


168

28


– 76% to 90%
10


7

79


96

5


– 91% to 100%
11


62

14


87

7


Partially collateralised (A)
191

12

20

242


465

187

12

– collateral value on A
23

3

5

26


57

19

3

Total
2,098

420

165

3,580

85

6,348

429

300

Rated CRR/EL 9 to 10
 
 
 
 
 
 
 
 
Not collateralised
1,439

848

900

154

167

3,508

1,347

377

Fully collateralised
1,394

447

160

488

56

2,545

1,159

144

– LTV ratio: less than 50%
570

126

54

59

29

838

449

54

– 51% to 75%
412

104

6

85

8

615

367

32

– 76% to 90%
180

86

87

53

8

414

144

44

– 91% to 100%
232

131

13

291

11

678

199

14

Partially collateralised (B)
478

642

442

771

35

2,368

454

305

– collateral value on B
322

268

75

353

16

1,034

300

150

Total
3,311

1,937

1,502

1,413

258

8,421

2,960

826

At 31 Dec 2016
5,409

2,357

1,667

4,993

343

14,769

3,389

1,126

Other credit risk exposures
In addition to collateralised lending, other credit enhancements are employed and methods used to mitigate credit risk arising from financial assets. These are summarised below:
Some securities issued by governments, banks and other financial institutions benefit from additional credit enhancement provided by government guarantees that cover the assets.
Debt securities issued by banks and financial institutions include ABSs and similar instruments which are supported by underlying pools of financial assets. Credit risk associated with ABSs is reduced through the purchase of credit default swap (‘CDS’) protection.
Disclosure of the Group’s holdings of ABSs and associated CDS protection is provided on page 140 .
Trading loans and advances mainly consist of cash collateral posted to satisfy margin requirements. There is limited credit risk on cash collateral posted since in the event of default of the counterparty these would be set off against the related liability. Reverse repos and stock borrowing are by their nature collateralised.
 
Collateral accepted as security that the Group is permitted to sell or repledge under these arrangements is described on page 256 of the Financial Statements.
 
The Group’s maximum exposure to credit risk includes financial guarantees and similar contracts granted, as well as loan and other credit-related commitments. Depending on the terms of the arrangement, we may use additional credit mitigation if a guarantee is called upon or a loan commitment is drawn and subsequently defaults.
For further information on these arrangements, see Note  32 on the Financial Statements.
Derivatives
HSBC participates in transactions exposing us to counterparty credit risk. Counterparty credit risk is the risk of financial loss if the counterparty to a transaction defaults before satisfactorily settling it. It arises principally from over-the-counter (‘OTC’) derivatives and securities financing transactions and is calculated in both the trading and non-trading books. Transactions vary in value by reference to a market factor such as an interest rate, exchange rate or asset price.

134
HSBC Holdings plc


The counterparty risk from derivative transactions is taken into account when reporting the fair value of derivative positions. The adjustment to the fair value is known as the credit value adjustment (‘CVA’).
 
For an analysis of CVAs, see Note 11 on the Financial Statements.
The table below reflects by risk type the fair values and gross notional contract amounts of derivatives cleared through an exchange, central counterparty and non-central counterparty.
Notional contract amounts and fair values of derivatives by product type
 
2017
2016
 
Notional

Fair value
Notional

Fair value
 
amount

Assets

Liabilities

amount

Assets

Liabilities

 
$m

$m

$m

$m

$m

$m

Foreign exchange
6,244,286

78,517

75,768

5,846,095

127,413

119,781

– exchange traded
13,520

37

105

12,657

209

65

– central counterparty cleared OTC
70,719

1,312

1,394

66,209

698

748

– non-central counterparty cleared OTC
6,160,047

77,168

74,269

5,767,229

126,506

118,968

Interest rate
19,929,866

236,795

233,031

13,944,763

255,385

250,022

– exchange traded
1,536,818

240

189

1,075,299

277

214

– central counterparty cleared OTC
11,730,237

114,003

115,020

8,207,550

120,017

122,022

– non-central counterparty cleared OTC
6,662,811

122,552

117,822

4,661,914

135,091

127,786

Equity
590,156

9,353

11,845

472,169

7,410

9,240

– exchange traded
313,483

1,104

2,463

250,810

919

2,173

– non-central counterparty cleared OTC
276,673

8,249

9,382

221,359

6,491

7,067

Credit
391,798

4,692

5,369

448,220

5,199

5,767

– central counterparty cleared OTC
107,370

2,715

2,980

122,832

1,954

1,941

– non-central counterparty cleared OTC
284,428

1,977

2,389

325,388

3,245

3,826

Commodity and other
59,716

886

1,233

62,009

2,020

1,564

– exchange traded
5,389

56

47

5,596

117


– non-central counterparty cleared OTC
54,327

830

1,186

56,413

1,903

1,564

Total OTC derivatives
25,346,612

328,806

324,442

19,428,894

395,905

383,922

– total OTC derivatives cleared by central counterparties
11,908,326

118,030

119,394

8,396,591

122,669

124,711

– total OTC derivatives not cleared by central counterparties
13,438,286

210,776

205,048

11,032,303

273,236

259,211

Total exchange traded derivatives
1,869,210

1,437

2,804

1,344,362

1,522

2,452

Gross
27,215,822

330,243

327,246

20,773,256

397,427

386,374

Offset


(110,425
)
(110,425
)


(106,555
)
(106,555
)
At 31 Dec


219,818

216,821



290,872

279,819

The purposes for which HSBC uses derivatives are described in Note  14 on the Financial Statements.
The International Swaps and Derivatives Association (‘ISDA’) Master Agreement is our preferred agreement for documenting derivatives activity. It is common, and our preferred practice, for the parties to execute a Credit Support Annex (‘CSA’) in conjunction with the ISDA Master Agreement. Under a CSA, collateral is passed between the parties to mitigate the counterparty risk inherent in outstanding positions. The majority of our CSAs are with financial institutional clients.
We manage the counterparty exposure on our OTC derivative contracts by using collateral agreements with counterparties and netting agreements. Currently, we do not actively manage our general OTC derivative counterparty exposure in the credit markets, although we may manage individual exposures in certain circumstances.
We place strict policy restrictions on collateral types and as a consequence the types of collateral received and pledged are, by value, highly liquid and of a strong quality, being predominantly cash.
Where a collateral type is required to be approved outside the collateral policy, approval is required from a committee of senior representatives from Markets, Legal and Risk.
See page 275 and Note 29 on the Financial Statements for details regarding legally enforceable right of offset in the event of counterparty default and collateral received in respect of derivatives.
Personal lending
On a reported basis, total personal lending increased by $ 37 bn to $ 376 bn. This increase included foreign exchange movements of $ 19 bn. Excluding foreign exchange movements, lending balances increased by $ 13 bn in Asia and $ 9.0 bn in Europe. Growth was partly offset by a $ 3.7 bn fall in North America, due to the final loans sales of $ 5.0 bn in our US CML run-off portfolio, which were sold through 2017 . Balances grew on an underlying basis by $ 0.7 bn in Latin America and reduced by $ 0.8 bn in MENA.
 
Loan impairment allowances for personal lending were broadly unchanged at $ 1.7 bn.
Loan impairment charges for personal lending were $ 1.0 bn for 2017, $ 0.7 bn lower compared with 2016, mainly due to our sale of operations in Brazil in 2016 and the US CML run-off portfolio. For further analysis of LICs by global business, see page 40 .
While the tables are presented on a reported basis, the commentary that follows is on a constant currency basis and excludes the effect of the loan sales in the US CML run-off portfolio.
Overall, personal lending increased by $ 23 bn, mainly driven by mortgage balances which grew $ 19 bn. UK mortgage balances increased by $ 8.2 bn reflecting stronger acquisition performance, including the expanded use of broker relationships. Mortgages in Asia grew by $ 9.3 bn, mainly driven by Hong Kong, Australia and China, as a result of business growth initiatives and property market growth. Mortgages in Canada grew by $ 2.3 bn, mainly due to business growth initiatives and competitive product offerings.
The quality of both our Hong Kong and UK mortgage books remained high, with negligible defaults and impairment allowances. The average LTV ratio on new mortgage lending in Hong Kong was 50% compared with an estimated 31% for the overall mortgage portfolio. The average LTV ratio on new lending in the UK was 59% compared with an estimated 40% for the overall mortgage portfolio.
Group credit policy prescribes the range of acceptable residential property LTV thresholds, with the maximum upper limit for new loans set at between 75% and 95%. Specific LTV thresholds and debt-to-income ratios are managed at regional and country levels. LTV thresholds must comply with the Group’s policies, strategy and risk appetite, but vary to reflect the local factors: economic and housing market conditions, regulations, portfolio performance, pricing and product features.

HSBC Holdings plc  
135


Report of the Directors | Risk

Other personal lending balances increased by $ 3.7 bn, mainly due to growth of $ 2.9 bn in loans and overdrafts, and $ 1.0 bn in credit cards, as a result of business growth initiatives and increased demand. Loans and overdrafts grew by $ 3.1 bn in Hong Kong
 
mainly due to Private Bank growth, and $ 1.0 bn in France, partially offset by decreases in North America and MENA. Credit cards grew by $ 0.4 bn in Hong Kong, $ 0.3 bn in China and $ 0.3 bn in the UK.
Total personal lending gross loans
 
Europe

Asia

MENA

North
America

Latin
America

Total

UK

Hong Kong

Total as a %
of total gross loans
 
$m

$m

$m

$m

$m

$m

$m

$m

 
First lien residential mortgages
126,685

109,502

2,375

37,330

2,281

278,173

119,770

70,279

26.2
– of which:

















interest only (including offset)
35,242

873

65

92


36,272

33,468


3.4
affordability (including US adjustable rate mortgages)
409

3,111


13,742


17,262


3

1.6
Other personal lending
43,329

40,880

4,496

5,227

4,376

98,308

19,790

27,868

9.3
– other
32,995

29,400

2,663

2,919

2,205

70,182

10,039

19,977

6.7
– credit cards
10,235

11,435

1,531

1,037

1,642

25,880

9,751

7,891

2.4
– second lien residential mortgages
99

21

2

1,233


1,355



0.1
– motor vehicle finance

24

300

38

529

891



0.1
At 31 Dec 2017
170,014

150,382

6,871

42,557

6,657

376,481

139,560

98,147

35.5
Loan and other credit-related commitments
50,384

120,312

3,975

14,443

5,196

194,310

48,413

89,994




















First lien residential mortgages
108,008

98,072

2,535

39,239

1,924

249,778

101,822

63,565

26.1
– of which:

















interest only (including offset)
33,045

876

92

113


34,126

31,893


3.6
affordability (including US adjustable rate mortgages)
297

3,427


14,182


17,906


5

1.9
Other personal lending
38,491

36,628

5,209

5,717

3,975

90,020

17,820

24,558

9.4
– other
29,297

26,059

3,072

3,061

2,018

63,507

9,189

17,042

6.6
– credit cards
9,096

10,438

1,816

993

1,595

23,938

8,631

7,516

2.5
– second lien residential mortgages
97

24

2

1,631


1,754



0.2
– motor vehicle finance
1

107

319

32

362

821



0.1
At 31 Dec 2016
146,499

134,700

7,744

44,956

5,899

339,798

119,642

88,123

35.5


















Currency translation adjustment
14,499

2,890

(120
)
1,337

53

18,659

11,406

(672
)

31 Dec 2016 at 31 Dec 2017
exchange rates
160,998

137,590

7,624

46,293

5,952

358,457

131,048

87,451


Movement – constant currency basis
9,016

12,792

(753
)
(3,736
)
705

18,024

8,512

10,696


31 Dec 2017 as reported
170,014

150,382

6,871

42,557

6,657

376,481

139,560

98,147


Loan and other credit-related commitments
49,029

111,123

4,291

13,944

5,423

183,810

47,250

85,208


Total personal lending impairment allowances


Europe

Asia

MENA

North
America

Latin
America

Total

UK

Hong Kong



$m

$m

$m

$m

$m

$m

$m

$m

First lien residential mortgages

262

30

68

148

16

524

145


Other personal lending

341

237

259

60

298

1,195

257

86

– other

230

109

132

17

151

639

147

36

– credit cards

111

128

122

30

140

531

110

50

– second lien residential mortgages




13


13



– motor vehicle finance



5


7

12



At 31 Dec 2017

603

267

327

208

314

1,719

402

86

Impairment allowances % of impaired loans

29.7%

44.5%

94.2%

12.8%

97.2%

34.9%

28.3%

62.3%



















First lien residential mortgages

225

34

81

289

14

643

123


Other personal lending

300

249

448

83

249

1,329

231

99

– other

224

122

226

23

128

723

155

42

– credit cards

76

127

217

34

117

571

76

57

– second lien residential mortgages




26


26



– motor vehicle finance



5


4

9



At 31 Dec 2016

525

283

529

372

263

1,972

354

99

Impairment allowances % of impaired loans

27.8%

50.0%

99.6%

11.4%

105.2%

30.4%

26.0%

67.8%



















Currency translation adjustment

58

12

(20
)
1

7

58

33

(1
)
31 Dec 2016 at 31 Dec 2017 exchange rates

583

295

509

373

270

2,030

387

98

Movement – constant currency basis

20

(28
)
(182
)
(165
)
44

(311
)
15

(12
)
31 Dec 2017 as reported

603

267

327

208

314

1,719

402

86


136
HSBC Holdings plc


Exposure to UK interest-only mortgage loans
Of total UK mortgage lending, interest-only mortgage products contributed $ 33 bn, including $ 12 bn of offset mortgages in First Direct and $ 1.1 bn of endowment mortgages. On a constant currency basis, total UK interest-only mortgage products declined by $ 1.6 bn on prior year.
The following information is presented for HSBC Bank plc’s UK interest-only mortgage loans with balances of $ 16 bn at the end of
 
2017. During the year, $ 0.17 bn of interest-only mortgages matured. Of these, 1,290 loans with total balances of $ 0.06 bn were repaid in full, 153 loans with balances of $ 0.01 bn have agreed future repayment plans and 438 loans with balances of $ 0.10 bn are subject to ongoing individual assessment.
The profile of expiring HSBC Bank plc’s UK interest-only loans was as follows.
UK interest-only mortgage loans

$m

Expired interest-only mortgage loans
216

Interest-only mortgage loans by maturity


– 2018
465

– 2019
520

– 2020
532

– 2021
652

– 2022-2026
3,185

– Post 2026
10,215

At 31 Dec 2017
15,785

Collateral and other credit enhancements held
(Audited)
The following table shows the values of the fixed charges we hold over specific assets where we are able to enforce collateral in satisfying a debt because the borrower has failed to meet
 
contractual obligations, and where the collateral is cash or can be realised by sale in an established market.
The collateral valuation excludes any adjustments for obtaining and selling the collateral and, in particular, loans shown as not collateralised or partially collateralised may also benefit from other forms of credit mitigants.
Residential mortgage loans including loan commitments by level of collateral
 
 
 
 
(Audited)
 
 
 
 
 
 
 
 
 
Europe

Asia

MENA

North
America

Latin
America

Total

UK

Hong
Kong

 
$m

$m

$m

$m

$m

$m

$m

$m

Non-impaired loans and advances
 
 
 
 
 
 
 
 
Fully collateralised
131,205

115,928

2,194

35,597

2,164

287,088

124,736

72,073

– LTV ratio: less than 50%
72,513

77,286

582

12,902

827

164,110

69,679

55,237

– 51% to 60%
21,702

16,891

321

8,948

425

48,287

20,706

8,340

– 61% to 70%
16,500

10,900

445

8,786

423

37,054

15,422

3,282

– 71% to 80%
12,857

7,848

579

4,341

268

25,893

11,992

3,402

– 81% to 90%
6,347

2,316

230

391

161

9,445

5,824

1,376

– 91% to 100%
1,286

687

37

229

60

2,299

1,113

436

Partially collateralised:
 
 
 
 
 
 
 
 
Greater than 100% (A)
309

53

71

216

11

660

174


– 101% to 110%
125

34

15

89

7

270

89


– 111% to 120%
46

10

7

57

1

121

16


– greater than120%
138

9

49

70

3

269

69


Collateral on A
258

48

48

187

9

550

125


Non-impaired loans and advances
131,514

115,981

2,265

35,813

2,175

287,748

124,910

72,073

Impaired loans and advances
 
 
 
 
 
 
 
 
Fully collateralised
1,241

284

46

1,306

127

3,004

1,008

46

– LTV ratio: less than 50%
637

133

12

446

10

1,238

538

42

– 51% to 60%
236

40

4

230

8

518

196

3

– 61% to 70%
157

36

10

210

3

416

130


– 71% to 80%
116

37

6

191

4

354

85

1

– 81% to 90%
53

27

6

135

102

323

40


– 91% to 100%
42

11

8

94


155

19


Partially collateralised:
 
 
 
 
 
 
 
 
Greater than 100% (B)
86

10

56

187

3

342

38


– 101% to 110%
38

5

9

49


101

15


– 111% to 120%
13

2

12

34


61

5


– greater than 120%
35

3

35

104

3

180

18


Collateral on B
67

9

48

143

2

269

31


Impaired loans and advances
1,327

294

102

1,493

130

3,346

1,046

46

At 31 Dec 2017
132,841

116,275

2,367

37,306

2,305

291,094

125,956

72,119

 
 
 
 
 
 
 
 
 

HSBC Holdings plc  
137


Report of the Directors | Risk

 
 
 
 
 
 
 
 
 
Residential mortgage loans including loan commitments by level of collateral (continued)
 
 
 
(Audited)
 
 
 
 
 
 
 
 
 
Europe

Asia

MENA

North
America

Latin
America

Total

UK

Hong
Kong

 
$m

$m

$m

$m

$m

$m

$m

$m

Non impaired loans and advances
 
 
 
 
 
 
 
 
Fully collateralised
111,799

104,122

2,333

35,773

1,813

255,840

106,006

65,480

– LTV ratio: less than 50%
63,404

63,009

617

12,454

676

140,160

61,128

44,732

– 51% to 60%
19,129

18,198

369

8,124

316

46,136

18,094

10,656

– 61% to 70%
14,437

10,908

505

9,471

366

35,687

13,222

3,851

– 71% to 80%
9,029

7,370

659

4,374

253

21,685

8,433

2,958

– 81% to 90%
4,963

3,463

148

888

144

9,606

4,509

2,324

– 91% to 100%
837

1,174

35

462

58

2,566

620

959

Partially collateralised:
 
 
 
 
 
 
 
 
Greater than 100% (A)
430

41

69

373

26

939

284

1

– 101% to110%
150

20

15

179

17

381

106

1

– 111% to 120%
64

2

11

85

5

167

33


– greater than 120%
216

19

43

109

4

391

145


Collateral on A
342

27

40

328

25

762

197

1

Non-impaired loans and advances
112,229

104,163

2,402

36,146

1,839

256,779

106,290

65,481

Impaired loans and advances
 
 
 
 
 
 
 
 
Fully collateralised
1,213

247

59

2,905

85

4,509

1,059

42

– LTV ratio: less than 50%
580

109

21

825

8

1,543

521

34

– 51% to 60%
222

49

3

527

3

804

200

4

– 61% to 70%
180

24

13

540

4

761

158

1

– 71% to 80%
122

29

4

449

3

607

101

1

– 81% to 90%
66

19

9

336

67

497

52

1

– 91% to 100%
43

17

9

228


297

27

1

Partially collateralised:
 
 
 
 
 
 
 
 
Greater than 100% (B)
80

7

73

182


342

42


– 101% to110%
37

3

10

94


144

17


– 111% to 120%
12

2

12

38


64

7


– greater than 120%
31

2

51

50


134

18


Collateral value on B
66

5

64

152


287

33


Impaired loans
1,293

254

132

3,087

85

4,851

1,101

42

At 31 Dec 2016
113,522

104,417

2,534

39,233

1,924

261,630

107,391

65,523


138
HSBC Holdings plc


Supplementary information
Gross loans and advances to customers by country
 
First lien residential mortgages

Other personal

Property-related

Commercial, international trade and other

Total

 
$m

$m

$m

$m

$m

Europe
126,685

43,329

33,938

180,656

384,608

– UK  
119,770

19,790

26,012

131,938

297,510

– France
2,910

16,650

6,255

28,440

54,255

– Germany
1

234

361

10,485

11,081

– Switzerland
839

5,776

491

1,284

8,390

– other
3,165

879

819

8,509

13,372

Asia
109,502

40,880

86,410

190,851

427,643

– Hong Kong
70,279

27,868

66,668

104,876

269,691

– Australia
12,444

838

2,851

10,815

26,948

– India
1,185

441

1,110

6,437

9,173

– Indonesia
64

322

164

4,107

4,657

– mainland China
8,877

1,170

5,674

25,202

40,923

– Malaysia
3,003

3,385

2,144

5,676

14,208

– Singapore
5,760

4,952

4,727

13,073

28,512

– Taiwan
4,877

822

19

5,342

11,060

– other
3,013

1,082

3,053

15,323

22,471

Middle East and North Africa (excluding Saudi Arabia)
2,375

4,496

2,508

20,132

29,511

– Egypt

283

39

1,342

1,664

– Turkey
206

1,035

265

2,702

4,208

– UAE
1,880

1,682

1,727

11,172

16,461

– other
289

1,496

477

4,916

7,178

North America
37,330

5,227

16,916

48,925

108,398

– US
17,415

2,278

11,092

34,790

65,575

– Canada
18,639

2,731

5,429

13,583

40,382

– other
1,276

218

395

552

2,441

Latin America
2,281

4,376

1,875

11,756

20,288

– Mexico
2,129

3,044

1,702

8,735

15,610

– other
152

1,332

173

3,021

4,678

At 31 Dec 2017
278,173

98,308

141,647

452,320

970,448

Europe
108,008

38,491

28,485

164,465

339,449

– UK  
101,822

17,820

21,707

124,341

265,690

– France
2,676

13,786

5,220

22,153

43,835

– Germany
1

192

413

8,322

8,928

– Switzerland
506

5,848

213

1,660

8,227

– other
3,003

845

932

7,989

12,769

Asia
98,072

36,628

70,426

161,940

367,066

– Hong Kong
63,566

24,558

54,219

88,921

231,264

– Australia
10,134

757

2,164

6,804

19,859

– India
1,280

388

1,040

5,979

8,687

– Indonesia
63

334

165

4,384

4,946

– mainland China
7,192

1,107

4,788

20,451

33,538

– Malaysia
2,719

3,065

1,693

4,179

11,656

– Singapore
6,194

4,502

2,920

11,832

25,448

– Taiwan
4,036

671

55

5,074

9,836

– other
2,888

1,246

3,382

14,316

21,832

Middle East and North Africa (excluding Saudi Arabia)
2,535

5,209

2,580

22,107

32,431

– Egypt

272

73

1,327

1,672

– Turkey
301

1,554

247

2,214

4,316

– UAE
1,981

1,867

1,883

13,037

18,768

– other
253

1,516

377

5,529

7,675

North America
39,239

5,717

16,672

51,355

112,983

– US
22,756

2,676

11,835

38,199

75,466

– Canada
15,220

2,831

4,586

12,515

35,152

– other
1,263

210

251

641

2,365

Latin America
1,924

3,975

1,646

9,880

17,425

– Mexico
1,803

2,849

1,528

7,118

13,298

– other
121

1,126

118

2,762

4,127

At 31 Dec 2016
249,778

90,020

119,809

409,747

869,354


HSBC Holdings plc  
139


Report of the Directors | Risk

HSBC Holdings
(Audited)
Risk in HSBC Holdings is overseen by the HSBC Holdings Asset and Liability Management Committee (‘Holdings ALCO’). The major risks faced by HSBC Holdings are credit risk, liquidity risk and market risk (in the form of interest rate risk and foreign exchange risk).
Credit risk in HSBC Holdings primarily arises from transactions with Group subsidiaries and from guarantees issued in support of obligations assumed by certain Group operations in the normal conduct of their business. It principally represents claims on Group subsidiaries in Europe and North America.
In HSBC Holdings, the maximum exposure to credit risk arises from two components:
financial instruments on the balance sheet (see page 219 ); and
financial guarantees and similar contracts, where the maximum exposure is the maximum that we would have to pay if the guarantees were called upon (see Note 32 ).
 
In the case of our derivative balances, we have amounts with a legally enforceable right of offset in the case of counterparty default that are not included in the carrying value. These offsets also include collateral received in cash and other financial assets. The total offset relating to our derivative balances is $2.1 bn at 31 December 2017 (2016:  $1.8 bn).
The credit quality of loans and advances and financial investments, both of which consist of intra-Group lending, is assessed as ‘strong’ or ‘good’, with 100% of the exposure being neither past due nor impaired (2016: 100% ). For further details of credit quality classification, see page 113 .
Securitisation exposures and other structured products
The following table summarises the carrying amount of our ABS exposure by categories o f collateral and includes assets held in the legacy credit portfolio (held within the Corporate Centre) with a carrying value of $9b n (2016: $11b n).
At 31 December 2017, the available-for-sale reserve in respect of ABSs was a deficit of $466m (2016: deficit of $749m ). For 2017, the impairment write-back in respect of ABSs was $240m  (2016: write-back of $121m ).
Carrying amount of HSBC’s consolidated holdings of ABSs
 
Trading

Available for sale

Held to maturity

Designated at fair value through profit or loss

Loans and receivables

Total

Of which
held through consolidated
SEs

 
$m

$m

$m

$m

$m

$m

$m

Mortgage-related assets
1,767

14,221

13,965


1,762

31,715

1,826

sub-prime residential
22

918



32

972

484

US Alt-A residential

1,102

3



1,105

1,041

US Government agency and sponsored enterprises: MBSs
331

11,750

13,962



26,043


other residential
814

181



1,595

2,590

75

commercial property
600

270



135

1,005

226

Leveraged finance-related assets
128

373



45

546

283

Student loan-related assets
155

2,198




2,353

2,158

Other assets
1,266

731


2

3,553

5,552

428

At 31 Dec 2017
3,316

17,523

13,965

2

5,360

40,166

4,695

 
 
 
 
 
 
 
 
Mortgage-related assets
1,320

17,575

12,793


338

32,026

2,859

sub-prime residential
63

1,544



104

1,711

618

US Alt-A residential

1,453

5


39

1,497

1,382

US Government agency and sponsored enterprises: MBSs
247

13,070

12,788



26,105


other residential
662

362



54

1,078

152

commercial property
348

1,146



141

1,635

707

Leveraged finance-related assets
175

1,284



70

1,529

735

Student loan-related assets
140

2,865



11

3,016

2,616

Other assets
1,278

730


19

48

2,075

404

At 31 Dec 2016
2,913

22,454

12,793

19

467

38,646

6,614


140
HSBC Holdings plc


Risk elements in the loan portfolio
Unless otherwise stated, the disclosure of credit risk elements in this section reflects US accounting practice and classifications. The purpose of the disclosure is to present within the US disclosure framework those elements of the loan portfolios with a greater risk of loss. The three main classifications of credit risk elements presented are:
impaired loans;
unimpaired loans contractually more than 90 days past due as to interest or principal; and
troubled debt restructurings not included in the above.
Interest forgone on impaired and restructured loans
 
2017

2016

 
$m

$m

Europe
154

189

Asia
169

180

Middle East and North Africa
153

155

North America
147

387

Latin America
33

267

Year ended 31 Dec
656

1,178

Interest recognised on impaired and restructured loans
 
2017
2016
 
$m

$m

Europe
52

71

Asia
53

62

Middle East and North Africa
20

21

North America
121

413

Latin America
39

98

Year ended 31 Dec
285

665

Impaired loans
A loan is impaired, and an impairment allowance is recognised, when there is objective evidence of a loss event that has an effect on the cash flows of the loan that can be reliably estimated. In accordance with IFRSs, we recognise interest income on assets after they have been written down as a result of an impairment loss.
The balance of impaired loans at 31 December 2017 was $ 2.8bn lower than at 31 December 2016. This reduction was largely due to the completion of loan sales in our US CML run-off portfolio and a reduction in corporate and commercial impaired balances as a result of fewer significant current year impaired loans together with loan credit grade improvements, repayments and write-offs.
Unimpaired loans more than 90 days past due
Examples of unimpaired loans more than 90 days past due include individually assessed mortgages that are in arrears more than 90 days where there are no other indicators of impairment, but where the value of collateral is sufficient to repay both the principal debt and all potential interest for at least one year; and short-term trade facilities past due more than 90 days for technical reasons such as delays in documentation, but where there is no concern over the creditworthiness of the counterparty.
The amount of unimpaired loans contractually more than 90 days past due as to principal or interest at 31 December 2017 was $24m , $6m higher than at 31 December 2016. The increase was in Middle East and North Africa, partially offset by a decrease in North America.
Troubled debt restructurings
Under US GAAP, a troubled debt restructuring (‘TDR’) is a loan, the terms of which have been modified for economic or legal reasons related to the borrower’s financial difficulties to grant a concession to the borrower that the lender would not otherwise consider. A modification that results in a delay in payment that is considered insignificant is not regarded as a concession for the purposes of
 
this disclosure. The SEC requires separate disclosure of any loans that meet the definition of a TDR that are not included in the previous two loan categories. These are classified as TDRs in the table on page  141 . Loans that have been identified as a TDR under the US guidance retain this designation until maturity or derecognition. This treatment differs from the Group’s impaired loans disclosure convention under IFRSs under which a loan may return to unimpaired status after demonstrating a significant reduction in the risk of non-payment of future cash flows. As a result, reported TDRs include those loans that have returned to unimpaired status under the Group’s disclosure convention for renegotiated loans.
The balance of TDRs not included as impaired loans at 31 December 2017 was $2.9bn , $0.5bn lower than 2016 mainly due to a reduction in North America due to the completion of loan sales in our US CML run-off portfolio.
Potential problem loans
Potential problem loans are loans where information on possible credit problems among borrowers causes management to seriously doubt their ability to comply with the loan repayment terms. The following concentrations of credit risk have a higher risk of containing potential problem loans.
‘Personal lending’ on page  135 includes disclosure about certain homogeneous groups of loans that are collectively assessed for impairment, which may represent exposures to potential problem loans, including interest only mortgages and affordability mortgages, including adjustable rate mortgages. Collectively assessed loans and advances, although not classified as impaired until more than 90 days past due, are assessed collectively for losses that have been incurred but have not yet been individually identified. For details of our impairment policies on loans and advances and financial investments, see Note 1.2(d) on the Financial Statements.
‘Renegotiated loans and forbearance’ on page  127 includes disclosure about the credit quality of loans whose contractual terms have been changed at some point in the life of the loan because of significant concerns about the borrower’s ability to make contractual payments when due. Renegotiated loans are classified as impaired when:
there has been a change in contractual cash flow as a result of a concession that the lender would otherwise not consider; and
it is probable that without the concession, the borrower would be unable to meet contractual payment obligations in full.
This presentation applies unless the concession is insignificant and there are no other indicators of impairment. The renegotiated loan will continue to be disclosed as impaired until there is sufficient evidence to demonstrate a significant reduction in the risk of non-repayment of future cash flows, and there are no other indicators of impairment.
Renegotiated loans that are not classified as impaired may have a higher risk of becoming delinquent in the future, and may therefore be potential problem loans. Further information regarding the credit quality classification of renegotiated loans can be found on page  113 .
Risk elements in the loan portfolio by geographical region
The following table sets out the amount of risk elements in loan portfolios included within loans and advances to customers and banks in the consolidated balance sheet, trading loans classified as in default and assets obtained by taking possession of security. The table excludes the amount of risk elements in loan portfolios classified as ‘Assets held for sale’ in the consolidated balance sheet.

HSBC Holdings plc  
141


Report of the Directors | Risk

 
2017

2016

2015

2014

2013

 
$m

$m

$m

$m

$m

Impaired loans
 
 
 
 
 
Europe
8,042

8,062

9,265

9,709

12,654

Asia
2,249

2,499

2,375

2,048

1,623

Middle East and North Africa
1,949

2,230

2,178

2,514

2,859

North America
2,606

4,842

8,930

11,694

15,123

Latin America
624

595

1,030

3,365

4,244

 
15,470

18,228

23,778

29,330

36,503

Unimpaired loans contractually more than 90 days past due as to principal or interest
 
 
 
 
 
Europe


7

6

25

Asia


2

1

33

Middle East and North Africa
24

15

96

59

56

North America

3

27

3

13

Latin America



3


 
24

18

132

72

127

Troubled debt restructurings (not included in the classifications above)
 
 


 
 
Europe
1,890

1,900

1,495

1,652

1,427

Asia
273

269

284

267

277

Middle East and North Africa
459

549

584

778

406

North America
174

518

3,698

3,932

4,643

Latin America
83

130

164

353

482

 
2,879

3,366

6,225

6,982

7,235

Trading loans classified as in default
 
 


 
 
North America



4

133

Europe
56





 
56



4

133

Risk elements on loans
 
 
 
 
 
Europe
9,988

9,962

10,767

11,367

14,106

Asia
2,522

2,768

2,661

2,316

1,933

Middle East and North Africa
2,432

2,794

2,858

3,351

3,321

North America
2,780

5,363

12,655

15,633

19,912

Latin America
707

725

1,194

3,721

4,726

 
18,429

21,612

30,135

36,388

43,998

Assets held for sale
 
 
 
 
 
Europe
14

16

23

28

44

Asia
51

46

19

14

10

Middle East and North Africa

1

1

1

2

North America
11

57

116

186

370

Latin America
18

22

20

16

27

 
94

142

179

245

453

Total risk elements
 
 
 
 
 
Europe
10,002

9,978

10,790

11,395

14,150

Asia
2,573

2,814

2,680

2,330

1,943

Middle East and North Africa
2,432

2,795

2,859

3,352

3,323

North America
2,791

5,420

12,771

15,819

20,282

Latin America
725

747

1,214

3,737

4,753

At 31 Dec
18,523

21,754

30,314

36,633

44,451

 
%

%

%

%

%

Loan impairment allowances as a percentage of risk elements on loans
40.6

36.3

31.8

34.0

34.7


142
HSBC Holdings plc


Supplementary information
Gross loans and advances by industry sector over five years
 
 
2017

2016

2015

2014

2013

 
 
$m

$m

$m

$m

$m

Personal
 
376,481

339,798

374,082

393,554

410,728

first lien residential mortgages
 
278,173

249,778

274,511

286,524

299,875

other personal
 
98,308

90,020

99,571

107,030

110,853

Corporate and commercial
 
522,248

465,827

499,513

542,625

545,981

manufacturing
 
81,857

80,643

95,858

106,986

113,850

international trade and services
 
173,227

150,042

159,019

180,791

184,668

commercial real estate
 
77,312

64,171

67,926

73,293

74,846

other property-related
 
64,335

55,638

53,464

52,387

44,832

government
 
11,728

8,442

7,455

6,143

7,277

other commercial
 
113,789

106,891

115,791

123,025

120,508

Financial
 
162,112

151,855

150,833

163,016

170,627

non-bank financial institutions
 
71,719

63,729

60,414

50,818

50,523

banks
 
90,393

88,126

90,419

112,198

120,104

Total gross loans and advances
 
1,060,841

957,480

1,024,428

1,099,195

1,127,336

Impaired loans and advances to customers
 
15,470

18,228

23,758

29,283

36,428

Impairment allowances on loans and advances to customers
 
7,484

7,850

9,555

12,337

15,143

Loan impairment charge
 
1,992

3,350

3,592

4,055

6,048

new allowances net of allowance releases
 
2,636

3,977

4,400

5,010

7,344

recoveries
 
(644
)
(627
)
(808
)
(955
)
(1,296
)
Loan impairment charges by industry sector over five years
 
 
2017

2016

2015

2014

2013

 
 
$m

$m

$m

$m

$m

Loan impairment charge/(release)
 
 
 
 
 
 
Personal
 
959

1,703

1,834

1,803

3,196

Corporate and commercial
 
927

1,608

1,769

2,256

2,974

Financial
 
106

39

(11
)
(4
)
(122
)
Year ended 31 Dec
 
1,992

3,350

3,592

4,055

6,048

Charge for impairment losses as a percentage of average gross loans and advances to customers
 
 
2017

2016

2015

2014

2013

 
 
%

%

%

%

%

New allowances net of allowance releases
 
0.29

0.46

0.48

0.53

0.81

Recoveries
 
(0.07
)
(0.07
)
(0.09
)
(0.10
)
(0.14
)
Total charge for impairment losses
 
0.22

0.39

0.39

0.43

0.67

Amount written off net of recoveries
 
0.28

0.32

0.37

0.58

0.59


HSBC Holdings plc  
143


Report of the Directors | Risk

Movement in impairment allowances over five years
 
 
2017

2016

2015

2014

2013

 
 
$m

$m

$m

$m

$m

Impairment allowances at 1 Jan
 
7,850

9,573

12,386

15,201

16,169

Amounts written off
 
(3,173
)
(3,456
)
(4,194
)
(6,379
)
(6,655
)
personal
 
(1,720
)
(1,602
)
(2,707
)
(3,733
)
(4,367
)
corporate and commercial
 
(1,376
)
(1,830
)
(1,473
)
(2,425
)
(2,229
)
financial
 
(77
)
(24
)
(14
)
(221
)
(59
)
Recoveries of amounts written off in previous years
 
644

627

808

955

1,296

personal
 
545

515

681

818

1,097

corporate and commercial
 
97

109

124

128

198

financial
 
2

3

3

9

1

Loan impairment charge
 
1,992

3,350

3,592

4,055

6,048

E xchange and other movements
 
171

(2,244
)
(3,019
)
(1,446
)
(1,657
)
Impairment allowances at 31 Dec
 
7,484

7,850

9,573

12,386

15,201

Impairment allowances
 










individually assessed
 
4,960

4,932

5,420

6,244

7,130

collectively assessed
 
2,524

2,918

4,153

6,142

8,071

Impairment allowances at 31 Dec
 
7,484

7,850

9,573

12,386

15,201

Movement in renegotiated loans and advances to customers
 
2017
2016
 
Personal

Corporate and commercial

Financial

Total

Personal

Corporate and commercial

Financial

Total

 
$m

$m

$m

$m

$m

$m

$m

$m

Renegotiated loans as at 1 Jan
4,758

7,565

517

12,840

13,974

8,369

616

22,959

Loans renegotiated in the year without derecognition
688

1,700

7

2,395

1,076

2,947

1

4,024

Loans renegotiated in the year resulting in recognition of a new loan

36


36


183


183

Net repayments and other
(2,968
)
(2,205
)
(16
)
(5,189
)
(10,292
)
(3,934
)
(100
)
(14,326
)
– r epayments
(644
)
(2,279
)
(32
)
(2,955
)
(1,401
)
(2,644
)
(2
)
(4,047
)
– a mounts written off
(100
)
(338
)
(1
)
(439
)
(158
)
(614
)
(2
)
(774
)
– o ther
(2,224
)
412

17

(1,795
)
(8,733
)
(676
)
(96
)
(9,505
)
Renegotiated loans at 31 Dec
2,478

7,096

508

10,082

4,758

7,565

517

12,840


Country distribution of outstandings and
cross-border exposures
We control the risk associated with cross-border lending through a centralised structure of internal country limits. Exposures to individual countries and cross-border exposure in the aggregate are kept under continual review.
The following table summarises the aggregate of our in-country foreign currency and cross-border outstandings by type of borrower to countries which individually represent in
 

excess of 0.75% of our total assets. The classification is based on the country of residence of the borrower but also recognises the transfer of country risk in respect of third-party guarantees, eligible collateral held and residence of the head office when the borrower is a branch. In accordance with the Bank of England Country Exposure Report (Form CE) guidelines, outstandings comprise loans and advances (excluding settlement accounts), amounts receivable under finance leases, acceptances, commercial bills, certificates of deposit and debt and equity securities (net of short positions), and exclude accrued interest and intra-HSBC exposures.

144
HSBC Holdings plc


In-country foreign currency and cross-border amounts outstanding


Banks

Government
and official
institutions

Other

Total


Footnotes
$bn

$bn

$bn

$bn

At 31 Dec 2017









US

5.8

29.5

37.6

72.9

Mainland China

25.5

10.3

30.3

66.1

UK

21.4

4.8

33.7

59.9

Japan

16.7

26.5

13.3

56.5

Hong Kong

4.3

0.3

39.3

43.9

Germany
 
10.8

8.8

10.7

30.3

France
 
6.9

4.7

14.1

25.7

Singapore
1
2.9

5.7

11.9

20.5

Canada
1
7.3

6.8

5.8

19.9











At 31 Dec 2016









US

4.4

41.9

19.5

65.8

Mainland China

20.8

9.2

24.3

54.3

UK

21.0

9.3

24.0

54.3

Japan
 
10.5

22.6

9.9

43.0

Hong Kong

4.5

0.4

32.1

37.0

Germany

12.3

19.9

8.1

40.3

France
 
6.4

8.1

12.1

26.6

Singapore
1
4.2

3.0

9.6

16.8

Canada
1
5.9

8.0

6.7

20.6











At 31 Dec 2015









US

4.7

51.3

24.7

80.7

Mainland China

21.2

6.8

26.0

54.0

UK

23.1

9.2

25.3

57.6

Japan
 
7.6

19.4

14.4

41.4

Hong Kong

3.1

0.5

30.0

33.6

Germany

7.0

23.1

6.9

37.0

France
1
4.2

7.1

13.0

24.3

Singapore
1
6.4

0.8

9.4

16.6

Canada
1
6.2

8.3

7.5

22.0

1
These balances were between 0.75% and 1% of total assets. All other balances were above 1%. Singapore balances in 2016 and 2015 were below 0.75% and have been included for comparative purposes.
Liquidity and funding risk profile
 
Page
Liquidity and funding risk in 2017
Management of liquidity and funding risk
Sources of funding
Contractual maturity of financial liabilities
HSBC Holdings
Liquidity and funding risk in 2017
This section provides a summary of our current policies and practices regarding the management of liquidity and funding risk.
The liquidity position of the Group remained strong in 2017. The amount of our unencumbered liquid assets was $600bn (2016: $560bn). We recognised $536bn (2016: $447bn) of these liquid assets for the purposes of the Group consolidated Liquidity Coverage Ratio (’LCR’), which was 142% (2016: 136%).

 
Management of liquidity and funding risk
Liquidity coverage ratio
The LCR aims to ensure that a bank has sufficient unencumbered high-quality liquid assets (‘HQLA’) to meet its liquidity needs in a 30-calendar-day liquidity stress scenario. HQLA consist of cash or assets that can be converted into cash at little or no loss of value. The Group’s LCR is calculated on a European Commission (‘EC’) basis and at 31 December 2017 was 142% (31 December 2016: 136%).
We assume no transferability of liquidity from non-EU entities other than to the extent currently permitted. This results in $64bn of HQLA being excluded from the Group’s LCR. If there were no exclusions on transferability of liquidity between entities, the Group’s LCR would have been 160% (31 December 2016: 171%), reflecting this additional $64bn (31 December 2016: $113bn) of HQLAs.

HSBC Holdings plc  
145


Report of the Directors | Risk

At 31 December 2017, all the Group’s principal operating entities were within the LCR risk tolerance level established by the Board and applicable under the Group’s internal liquidity and funding risk management framework (‘LFRF’).
The following table displays the individual LCR levels for our principal operating entities on an EC LCR basis, a key element of our LFRF. This basis may vary from local LCR measures due to differences in the way non-EU regulators have implemented the Basel III recommendations.
Operating entities’ LCRs
 
 
At
 
 
31 Dec
31 Dec
 
 
2017
2016
 
Footnotes
%
%
HSBC UK liquidity group
46
139
123
The Hongkong and Shanghai Banking Corporation – Hong Kong Branch
47
151
185
The Hongkong and Shanghai Banking Corporation – Singapore Branch
47
181
154
HSBC Bank USA
 
132
130
HSBC France
48
149
122
Hang Seng Bank
 
204
218
HSBC Canada
48
123
142
HSBC Bank China
 
162
253
HSBC Middle East – UAE Branch
 
197
241
HSBC Mexico
 
215
177
HSBC Private Bank
 
220
178
For footnotes, see page 161 .
 
Net stable funding ratio
We are required to maintain sufficient stable funding. The Net Stable Funding Ratio (‘NSFR’) measures stable funding relative to required stable funding, and reflects a bank’s long-term funding profile (funding with a term of more than a year). It is designed to complement the LCR.
At 31 December 2017, the Group’s principal operating entities were within the NSFR risk tolerance level established by the Board and applicable under the LFRF.

 
The table below displays the NSFR levels for the principal HSBC operating entities.
Operating entities’ NSFRs
 
 
At
 
 
31 Dec
31 Dec
 
 
2017
2016
 
Footnotes
%
%
HSBC UK liquidity group
46
108
116
The Hongkong and Shanghai Banking Corporation – Hong Kong Branch
47
144
157
The Hongkong and Shanghai Banking Corporation – Singapore Branch
47
117
112
HSBC Bank USA
 
129
120
HSBC France
48
116
120
Hang Seng Bank
 
155
162
HSBC Canada
48
136
139
HSBC Bank China
 
148
149
HSBC Middle East – UAE Branch
 
143
141
HSBC Mexico
 
123
128
HSBC Private Bank
 
185
155
Depositor concentration and term funding maturity concentration
The LCR and NSFR metrics assume a stressed outflow based on a portfolio of depositors within retail, corporate and financial deposit segments. The validity of these assumptions is challenged if the portfolio of depositors is not large enough to avoid depositor concentration.
Operating entities are exposed to term refinancing concentration risk if the current maturity profile results in future maturities being overly concentrated in any defined period.
At 31 December 2017, all principal operating entities were within the risk tolerance levels set for depositor concentration and term funding maturity concentration. These risk tolerances were established by the Board and are applicable under the LFRF.

146
HSBC Holdings plc


Liquid assets of HSBC’s principal operating entities
The table below shows the unweighted liquidity value of assets categorised as liquid, which is used for the purposes of calculating the LCR metric.
This reflects the stock of unencumbered liquid assets at the reporting date, using the regulatory definition of liquid assets. The
 
amount recognised by entity at the Group level is different from the amount recognised at a solo entity level, reflecting liquidity that cannot be freely transferred up to Group.
Liquid assets of HSBC’s principal entities
 
 
31 Dec 2017
31 Dec 2016
 
 
Recognised at Group and entity level

Recognised at entity level only

Recognised at Group and entity level

Recognised at entity level only

 
Footnotes
$m

$m

$m

$m

HSBC UK liquidity group
46




 
 
Level 1
 
161,036

161,036

143,884

143,884

Level 2a
 
2,914

2,914

2,085

2,085

Level 2b
 
18,777

18,777

7,663

7,663

The Hongkong and Shanghai Banking Corporation – Hong Kong Branch
 




 
 
Level 1
 
68,335

77,217

48,342

98,963

Level 2a
 
26,848

26,848

23,790

23,790

Level 2b
 
5,528

5,528

3,450

3,450

HSBC Bank USA
 




 
 
Level 1
 
46,443

65,131

53,409

72,931

Level 2a
 
13,690

13,690

14,995

14,995

Level 2b
 
39

39

10

10

Hang Seng Bank
 




 
 
Level 1
 
20,804

31,091

21,798

37,525

Level 2a
 
3,287

3,287

1,474

1,474

Level 2b
 
197

197

199

199

Total of HSBC’s other principal entities
49




 
 
Level 1
 
77,958

88,281

74,239

90,579

Level 2a
 
7,899

7,899

6,240

6,240

Level 2b
 
1,003

1,003

226

226

For footnotes, see page 161 .

Sources of funding
(Audited)
Our primary sources of funding are customer current accounts and customer savings deposits payable on demand or at short notice. We issue wholesale securities (secured and unsecured) to supplement our customer deposits and change the currency mix, maturity profile or location of our liabilities.
The adjacent ‘Funding sources and uses’ table provides a consolidated view of how our balance sheet is funded, and should be read in light of the LFRF, which requires operating entities to manage liquidity and funding risk on a stand-alone basis.
The table analyses our consolidated balance sheet according to the assets that primarily arise from operating activities and the sources of funding primarily supporting these activities. Assets and liabilities that do not arise from operating activities are presented as a net balancing source or deployment of funds.
In 2017, the level of customer accounts continued to exceed the level of loans and advances to customers. The positive funding gap was predominantly deployed in liquid assets (cash and balances with central banks and financial investments) as required by the LFRF.
Loans and advances to banks continued to exceed deposits by banks, meaning the Group remained a net unsecured lender to the banking sector.

 
Funding sources and uses
 
2017

2016

 
$m

$m

Sources
 
 
Customer accounts
1,364,462

1,272,386

Deposits by banks
69,922

59,939

Repurchase agreements – non-trading
130,002

88,958

Debt securities in issue
64,546

65,915

Liabilities of disposal groups held for sale
1,286

2,790

Subordinated liabilities
19,826

20,984

Financial liabilities designated at fair value
94,429

86,832

Liabilities under insurance contracts
85,667

75,273

Trading liabilities
184,361

153,691

– repos
2,255

1,428

– stock lending
8,363

3,643

– settlement accounts
11,198

15,271

– other trading liabilities
162,545

133,349

Total equity
197,871

182,578

At 31 Dec
2,212,372

2,009,346

Uses
 
 
Loans and advances to customers
962,964

861,504

Loans and advances to banks
90,393

88,126

Reverse repurchase agreements – non-trading
201,553

160,974

Assets held for sale
781

4,389

Trading assets
287,995

235,125

– reverse repos
10,224

4,780

– stock borrowing
6,895

5,427

– settlement accounts
15,258

17,850

– other trading assets
255,618

207,068

Financial investments
389,076

436,797

Cash and balances with central banks
180,624

128,009

Net deployment in other balance sheet assets and liabilities
98,986

94,422

At 31 Dec
2,212,372

2,009,346


HSBC Holdings plc  
147


Report of the Directors | Risk

Wholesale term debt maturity profile
The maturity profile of our wholesale term debt obligations is set out in the following table.
The balances in the table are not directly comparable with those in the consolidated balance sheet because the table presents gross
 
cash flows relating to principal payments and not the balance sheet carrying value, which include debt securities and subordinated liabilities measured at fair value.
Wholesale funding cash flows payable by HSBC under financial liabilities by remaining contractual maturities
 
Due not
more than
1 month

Due over
1 month
but not more than
3 months

Due over
3 months
but not more than
6 months

Due over
6 months
but not more than
9 months

Due over
9 months
but not more
than
1 year

Due over
1 year
but not more than
2 years

Due over
2 years
but not more than
5 years

Due over
5 years

Total

 
$m

$m

$m

$m

$m

$m

$m

$m

$m

Debt securities issued
7,502

8,409

9,435

8,132

15,111

13,000

55,347

48,234

165,170

– unsecured CDs and CP
1,085

3,636

4,334

3,064

6,132

137

386

277

19,051

– unsecured senior MTNs
1,614

2,973

3,047

2,924

5,109

6,564

41,090

39,544

102,865

– unsecured senior structured notes
1,298

1,796

2,054

1,935

2,870

4,586

10,156

5,328

30,023

– secured covered bonds



209


212

2,494

1,655

4,570

– secured asset-backed commercial paper
3,479








3,479

– secured ABS






914

436

1,350

– others
26

4



1,000

1,501

307

994

3,832

Subordinated liabilities
3

1,918

74


170

2,371

4,077

32,000

40,612

– subordinated debt securities
3

1,918

74


170

2,371

3,618

30,162

38,315

– preferred securities






459

1,838

2,297

At 31 Dec 2017
7,505

10,327

9,509

8,132

15,281

15,371

59,424

80,234

205,782

 
 
 
 
 
 
 
 
 
 
Debt securities issued
7,462

10,110

11,834

6,930

8,043

21,906

43,764

44,164

154,213

– unsecured CDs and CP
691

5,906

5,530

3,152

2,384

242

133

12

18,050

– unsecured senior MTNs
837

1,706

3,727

2,699

3,580

13,626

30,519

36,240

92,934

– unsecured senior structured notes
1,088

1,675

1,389

882

2,066

5,940

8,344

3,885

25,269

– secured covered bonds
1,584


295

71


207

1,357

2,559

6,073

– secured asset-backed commercial paper
3,196








3,196

– secured ABS
11

23

893

126

13

91

908

439

2,504

– others
55

800




1,800

2,503

1,029

6,187

Subordinated liabilities
13

63

145


500

1,775

7,292

32,179

41,967

– subordinated debt securities
13

63

145


500

1,775

6,881

30,425

39,802

– preferred securities






411

1,754

2,165

At 31 Dec 2016
7,475

10,173

11,979

6,930

8,543

23,681

51,056

76,343

196,180


148
HSBC Holdings plc


Contractual maturity of financial liabilities
The table below shows, on an undiscounted basis, all cash flows relating to principal and future coupon payments (except for trading liabilities and derivatives not treated as hedging derivatives). For this reason, balances in the table below do not agree directly with those in our consolidated balance sheet. Undiscounted cash flows payable in relation to hedging derivative liabilities are classified according to their contractual maturities. Trading liabilities and derivatives not treated as hedging derivatives are included in the ‘On demand’ time bucket and not by contractual maturity.
 
A maturity analysis of repos and debt securities in issue included in trading liabilities is presented in Note 28 on the Financial Statements.
In addition, loans and other credit-related commitments, financial guarantees and similar contracts are generally not recognised on our balance sheet. The undiscounted cash flows potentially payable under loan and other credit-related commitments, and financial guarantees and similar contracts are classified on the basis of the earliest date they can be called. Application of this policy throughout the Group was improved in 2017, and therefore comparative information has been represented.
Cash flows payable by HSBC under financial liabilities by remaining contractual maturities
(Audited)

On
demand

Due within
3 months

Due between
3 and 12 months

Due between
1 and 5 years

Due after
5 years


$m

$m

$m

$m

$m

Deposits by banks
48,247

10,596

1,877

7,814

1,508

Customer accounts
1,159,962

153,018

44,348

7,238

675

Repurchase agreements – non-trading
20,550

106,236

2,270

1,085


Trading liabilities
184,361





Financial liabilities designated at fair value
715

1,249

7,117

39,596

59,428

Derivatives
212,797

219

1,221

3,170

1,506

Debt securities in issue
11

12,624

21,066

25,654

11,092

Subordinated liabilities
3

2,227

841

7,011

21,775

Other financial liabilities
48,407

18,780

3,701

1,994

1,314


1,675,053

304,949

82,441

93,562

97,298

Loan and other credit-related commitments
570,132

96,670

9,176

7,261

2,350

Financial guarantees and similar contracts
16,712

4,029

10,410

5,856

1,321

At 31 Dec 2017
2,261,897

405,648

102,027

106,679

100,969

Proportion of cash flows payable in period
76%

14%

3%

4%

3%

 
 
 
 
 
 
Deposits by banks
40,277

10,222

3,284

5,233

1,033

Customer accounts
1,079,866

145,932

38,273

8,676

559

Repurchase agreements – non-trading
18,134

66,801

2,929

1,048


Trading liabilities
153,691





Financial liabilities designated at fair value
1,307

2,265

5,003

34,707

61,929

Derivatives
274,283

287

1,129

2,472

1,727

Debt securities in issue
9

13,118

19,492

29,487

8,089

Subordinated liabilities
1

400

1,378

10,302

21,552

Other financial liabilities
45,569

15,844

3,050

1,525

843


1,613,137

254,869

74,538

93,450

95,732

Loan and other credit-related commitments
554,801

84,800

8,162

6,865

1,216

Financial guarantees and similar contracts
12,608

4,647

10,301

8,138

1,378

At 31 Dec 2016
2,180,546

344,316

93,001

108,453

98,326

Proportion of cash flows payable in period
78%

12%

3%

4%

3%

HSBC Holdings
Liquidity risk in HSBC Holdings is overseen by Holdings ALCO. This risk arises because of HSBC Holdings’ obligation to make payments to debt holders as they fall due and to pay its operating expenses. The liquidity risk related to these cash flows is managed by matching external debt obligations with internal loan cash flows and by maintaining an appropriate liquidity buffer that is monitored by Holdings ALCO.
The balances in the table below are not directly comparable with those on the balance sheet of HSBC Holdings as the table
 
incorporates, on an undiscounted basis, all cash flows relating to principal and future coupon payments (except for derivatives not treated as hedging derivatives). Undiscounted cash flows payable in relation to hedging derivative liabilities are classified according to their contractual maturities. Derivatives not treated as hedging derivatives are included in the ‘On demand’ time bucket.
In addition, loan commitments and financial guarantees and similar contracts are generally not recognised on our balance sheet. The undiscounted cash flows potentially payable under financial guarantees and similar contracts are classified on the basis of the earliest date on which they can be called.

HSBC Holdings plc  
149


Report of the Directors | Risk

Cash flows payable by HSBC Holdings under financial liabilities by remaining contractual maturities
(Audited)
 
On
demand

Due within
3 months

Due between
3 and 12 months

Due between
1 and 5 years

Due after
5 years

 
$m

$m

$m

$m

$m

Amounts owed to HSBC undertakings

2,525

46



Financial liabilities designated at fair value

286

875

16,554

19,465

Derivatives
2,008



293

781

Debt securities in issue

232

1,787

13,975

26,452

Subordinated liabilities

2,113

537

2,852

20,944

Other financial liabilities

849

200



 
2,008

6,005

3,445

33,674

67,642

Loan commitments





Financial guarantees and similar contracts
7,778





At 31 Dec 2017
9,786

6,005

3,445

33,674

67,642

 
 
 
 
 
 
Amounts owed to HSBC undertakings

2,051


105


Financial liabilities designated at fair value

314

960

11,964

25,665

Derivatives
3,841



592

592

Debt securities in issue

157

478

8,393

19,164

Subordinated liabilities

196

598

4,461

20,899

Other financial liabilities

1,343

164



 
3,841

4,061

2,200

25,515

66,320

Loan commitments





Financial guarantees and similar contracts
7,619





At 31 Dec 2016
11,460

4,061

2,200

25,515

66,320

Market risk profile
 
Page
Market risk in 2017
Trading portfolios
Non-trading portfolios
Market risk balance sheet linkages
Structural foreign exchange exposures
Net interest income sensitivity
Sensitivity of capital and reserves
Third-party assets in Balance Sheet Management
Defined benefit pension schemes
Additional market risk measures applicable only to the parent company
Market risk in 2017
Market risk is the risk that movements in market factors, such as foreign exchange rates, interest rates, credit spreads, equity prices and commodity prices, will reduce our income or the value of our portfolios. Exposure to market risk is separated into two portfolios:
trading portfolios; and
non-trading portfolios.
Market risk exposures arising from our insurance manufacturing operations are discussed on page 118 .
A summary of our current policies and practices regarding the management of market risk is set out on page 115 .
Global markets were influenced by positive global growth forecasts and broadly accommodative monetary policies. Although bond yields have started to increase, yield curves remain low and flat by historical standards. Outside of the US and UK, where central banks started to raise interest rates, other key central banks kept reference interest rates unchanged.
Realised and implied volatilities also remain low by historical standards, despite various geopolitical tensions that create uncertainty for markets. The impact of these risks on markets, in particular China, where debt levels remain high, did not crystallise into significant market moves or volatility during 2017.
 

Equity markets continued to reach new highs into the year end, in both developed and emerging markets, supported by robust earnings forecasts.
The EU and UK have agreed to move to the next phase of the ‘Brexit’ talks, however the ongoing uncertainty regarding the terms of the exit from the EU remains.
Trading value at risk (‘VaR’) ended the year higher when compared to the previous year. The trading VaR composition changed during the year, where equity and credit spread trading VaR increased relative to interest rate VaR. The increases in equity and credit spread trading VaR during 2H17 has resulted in these asset classes becoming major contributors to the overall trading VaR, in addition to interest rate risk trading VaR.
Non-trading interest rate VaR ended the year lower when compared to the previous year. In 1H17 non-trading interest rate VaR decreased as exposures were managed down and was largely range bound during 2H17.
Trading portfolios
Value at risk of the trading portfolios
Trading VaR predominantly resides within Global Markets where trading VaR was higher at 31 December 2017 compared with 31 December 2016. In 1H17, the trading VaR from the credit spread asset class increased reflecting larger exposures. This was partly offset by a reduction in the interest rate asset class, from modelling enhancements, which led to an improved measure.
In 2H17, trading VaR increased from two asset classes: credit spread and equity. The increase in the credit spread trading VaR was driven by increased exposures and changes to the calibration of benchmark curves used for lower rated trading portfolios. The change in equity trading VaR was from fluctuations in dividend and correlation exposures. These increases into year-end in the VaR measures for these asset classes were partially offset by a reduction in the interest rates asset class VaR.

150
HSBC Holdings plc


The daily levels of total trading VaR over the last year are set out in the graph below.
Daily VaR (trading portfolios), 99% 1 day ($m)
A3ARAFINANCI_CHART-40909.JPG
The Group trading VaR for the year is shown in the table below.
Trading VaR, 99% 1 day 50
(Audited)
 
 
 
 
 
 
 
Foreign
exchange (FX)
and commodity

Interest
rate (IR)

Equity (EQ)

Credit
spread (CS)

Portfolio diversification 51

Total 52

 
$m

$m

$m

$m

$m

$m

Balance at 31 Dec 2017
7.4

30.8

32.6

31.1

(38.2
)
63.7

Average
10.4

38.2

16.7

15.4

(32.9
)
47.8

Maximum
23.0

67.1

32.6

31.8



70.8

Minimum
4.9

27.2

9.1

5.1



36.6

 
 
 
 
 
 
 
Balance at 31 Dec 2016
8.9

49.8

11.8

5.9

(23.5
)
52.8

Average
11.1

42.8

20.4

13.5

(30.3
)
57.5

Maximum
16.9

64.2

32.4

28.1



91.5

Minimum
5.4

31.8

11.8

5.0



42.1

For footnotes, see page 161 .
Back-testing
In 2017, the Group experienced two back-testing exceptions against hypothetical profit and loss in December: a loss exception, driven by a margin loan; and a profit exception, driven by gains on Japanese yen cross currency swaps, and gains in strategic foreign exchange hedges.
There was no evidence of model errors or control failures.
The back-testing result excludes exceptions due to changes in fair value adjustments.
Non-trading portfolios
Value at risk of the non-trading portfolios
Non-trading VaR of the Group includes contributions from all global businesses. There is no commodity risk in the non-trading portfolios. The gradual reduction in the non-trading interest rate VaR was due to de-risking the banking book in 2017.
 
Non-trading VaR includes the interest rate risk in the banking book transferred to and managed by Balance Sheet Management (‘BSM’) and the non-trading financial instruments held by BSM. The management of interest rate risk in the banking book and the role of BSM are described further in Interest rate risk in the banking book section below.
Non-trading VaR excludes the insurance operations which are discussed further on page 156 and the interest rate risk in the banking book arising from HSBC Holdings.

HSBC Holdings plc  
151


Report of the Directors | Risk

The daily levels of total non-trading VaR over the last year are set out in the graph below.
Daily VaR (non-trading portfolios), 99% 1 day ($m)
A3ARAFINANCI_CHART-46871.JPG
The Group non-trading VaR for the year is shown in the table below.
Non-trading VaR, 99% 1 day
(Audited)
 
Interest
rate (IR)

Credit
spread (CS)

Portfolio
diversification
51

Total 52

 
$m

$m

$m

$m

Balance at 31 Dec 2017
88.5

46.7

(38.9
)
96.3

Average
119.0

46.1

(36.9
)
128.2

Maximum
164.1

71.9



183.8

Minimum
88.5

24.5



93.3

 
 
 
 
 
Balance at 31 Dec 2016
157.0

46.5

(32.1
)
171.4

Average
131.6

52.8

(32.1
)
152.2

Maximum
171.9

82.8

 
182.1

Minimum
100.2

36.9

 
123.3

For footnotes, see page 161 .
Non-trading VaR excludes equity risk on available-for-sale securities, structural foreign exchange risk and interest rate risk on fixed-rate securities issued by HSBC Holdings. This section and the sections below describe the scope of HSBC’s management of market risks in non-trading books.
Equity securities classified as available for sale
Fair value of equity securities
(Audited)
 
 
2017

2016

 
Footnotes
$bn

$bn

Private equity holdings
53
1.0

1.2

Investment to facilitate ongoing business
54
1.6

1.5

Other strategic investments
 
1.3

2.0

At 31 Dec
 
3.9

4.7

For footnotes, see page 161 .
The table above sets out the maximum possible loss on shareholders’ equity from available-for-sale equity securities. The fair value of equity securities classified as available for sale reduced from $4.7bn to $3.9bn. The decrease in ‘Other strategic investments’ was largely due to the sale of two investments: Visa and First Data.

 
Market risk balance sheet linkages
Below are the balance sheet lines in the Group’s consolidated position that are subject to market risk.
Trading assets and liabilities
The Group’s trading assets and liabilities are in almost all cases originated by GB&M. These assets and liabilities are treated as traded risk for the purposes of market risk management, other than a limited number of exceptions, primarily in Global Banking where the short-term acquisition and disposal of the assets are linked to other non-trading related activities such as loan origination.
Derivative assets and liabilities
We undertake derivative activity for three primary purposes: to create risk management solutions for clients, to manage the portfolio risks arising from client business, and to manage and hedge our own risks. Most of our derivative exposures arise from sales and trading activities within GB&M, and are treated as traded risk for market risk management purposes.
The assets and liabilities included in trading VaR give rise to a large proportion of the income included in net trading income. As set out on page  212 , HSBC’s net trading income in 2017 was $7,719m (2016: $9,452m). Adjustments to trading income such as valuation adjustments do not affect the trading VaR model.
For information on the accounting policies applied to financial instruments at fair value, see Note  13 on the Financial Statements.

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HSBC Holdings plc


Structural foreign exchange exposures
For our policies and procedures for managing structural foreign exchange exposures, see page 115 of the Risk management section.
Structural foreign exchange exposures represent net investments in subsidiaries, branches and associates, the functional currencies of which are currencies other than the US dollar. Exchange differences on structural exposures are recognised in ‘Other comprehensive income’.
Net structural foreign exchange exposures
 
2017

2016

 
$m

$m

Currency of structural exposure
 
 
Pound sterling 1  
37,039

27,527

Hong Kong dollars
33,992

32,472

Chinese renminbi
27,968

24,504

Euros
20,269

17,397

Indian rupees
4,286

3,901

Mexican pesos
4,270

3,826

Canadian dollars
4,241

3,734

Saudi riyals
3,971

3,690

Malaysian ringgit
2,461

2,079

Singapore dollars
2,433

1,995

UAE dirhams
2,054

2,073

Australian dollars
1,892

1,667

Taiwanese dollars
1,877

1,753

Indonesian rupiah
1,845

1,439

Korean won
1,423

1,260

Swiss francs
950

2,226

Turkish lira
778

734

Thai baht
766

736

Argentine pesos
753

860

Brazilian real
745

755

Others, each less than $700m
5,623

5,728

At 31 Dec
159,636

140,356

1
At 31 December, we maintained forward foreign exchange contracts of $5bn (2016: $5bn) in order to manage our sterling structural foreign exchange exposure.
Shareholders’ equity would decrease by $2,659m (2016: $2,247m) if euro and sterling foreign currency exchange rates weakened by 5% relative to the US dollar.
 
Net interest income sensitivity
These disclosures have been enhanced in order to show sensitivity effects above one year. The tables set out the assessed impact to a hypothetical base case projection of our net interest income (‘NII’) (excluding insurance) under the following scenarios:
a series of four quarterly parallel shocks of 25 basis points to the current market-implied path of interest rates across all currencies at the beginning of each quarter from 1 January 2018 (effect over 1 year);
an immediate shock of 25 basis points to the current market-implied path of interest rates across all currencies on 1 January 2018 (effects over 1 year and 5 years); and
an immediate shock of 100 basis points to the current market-implied path of interest rates across all currencies on 1 January 2018 (effects over 1 year and 5 years).
The sensitivities shown represent our assessment of the change to a hypothetical base case NII, assuming a static balance sheet and no management actions from BSM. They incorporate the effect of interest rate behaviouralisation, managed rate product pricing assumptions and customer behaviour, for example, prepayment of mortgages or customer migration from non-interest bearing to interest bearing deposit accounts under the specific interest rate scenarios. The scenarios represent interest rate shocks to the current market implied path of rates.
The NII sensitivities shown are indicative and based on simplified scenarios. A sequence of four quarterly 25 bps rises would increase projected net interest income for 2018 by $2,178m (2017: $1,709), while a sequence of four quarterly 25bps falls would decrease projected net interest income in 2018 by $2,492, (2017: $2,409). These figures reflect a reassessment of assumptions from those used in 2017.
The structural sensitivity arising from the four global businesses, excluding Global Markets, is positive in a rising rate environment and negative in a falling rate environment. Both BSM and Global Markets have NII sensitivity profiles that offset this to some degree. The tables do not include BSM management actions or changes in Global Markets’ net trading income that may further limit the offset.
The limitations of this analysis are discussed within the ‘Risk management’ section on page  116 .

Net interest income sensitivity (12 months)
(Audited)
 
US dollar

HK dollar

Sterling

Euro

Other

Total

 
$m

$m

$m

$m

$m

$m

Change in 2018 net interest income arising from a shift in yield curves of:












+25 basis points at the beginning of each quarter
563

511

407

249

448

2,178

- 25 basis points at the beginning of each quarter
(821
)
(789
)
(494
)
17

(405
)
(2,492
)













Change in 2017 net interest income arising from a shift in yield curves of:












+25 basis points at the beginning of each quarter
577

504

61

153

414

1,709

- 25 basis points at the beginning of each quarter
(985
)
(797
)
(261
)
9

(372
)
(2,406
)
NII sensitivity to an instantaneous change in yield curves (12 months)
 
 
 
 
 
 
 
 
Currency
 
 
US dollar

HK dollar

Sterling

Euro

Other

Total

 
$m

$m

$m

$m

$m

$m

+25bps parallel
227

179

147

50

203

806

-25bps parallel
(287
)
(305
)
(181
)
8

(160
)
(925
)
+100bps parallel
845

711

600

412

731

3,299

-100bps parallel
(1,444
)
(1,425
)
(631
)
31

(732
)
(4,201
)
The net interest income sensitivities arising from the scenarios presented in the tables above are not directly comparable. This is due to timing differences relating to interest rate changes and the repricing of assets and liabilities.

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Report of the Directors | Risk

NII sensitivity to an instantaneous change in yield curves (5 years)
 
 
 
 
 
 
 
 
Year 1

Year 2

Year 3

Year 4

Year 5

Total

 
$m

$m

$m

$m

$m

$m

+25bps parallel
806

1,153

1,326

1,439

1,507

6,231

-25bps parallel
(925
)
(872
)
(1,154
)
(1,271
)
(1,381
)
(5,603
)
+100bps parallel
3,299

4,463

5,105

5,472

5,759

24,098

-100bps parallel
(4,201
)
(4,538
)
(5,102
)
(5,498
)
(5,813
)
(25,152
)
Sensitivity of capital and reserves
Under CRD IV, available-for-sale (‘AFS’) reserves are included as part of CET1 capital. We measure the potential downside risk to the CET1 ratio due to interest rate and credit spread risk in the AFS portfolio using the portfolio’s stressed VaR, with a 99% confidence level and an assumed holding period of one quarter. At December 2017, the stressed VaR of the portfolio was $2.6bn (2016: $3.2bn).
We monitor the sensitivity of reported cash flow hedging reserves to interest rate movements on a monthly basis by assessing the
 
expected reduction in valuation of cash flow hedges due to parallel movements of plus or minus 100bps in all yield curves. These particular exposures form only a part of our overall interest rate exposure.
The following table describes the sensitivity of our cash flow hedge reported reserves to the stipulated movements in yield curves and the maximum and minimum month-end figures during the year. The sensitivities are indicative and based on simplified scenarios.
Sensitivity of cash flow hedging reported reserves to interest rate movements
 
 
Maximum
impact

Minimum
impact

 
$m

$m

$m

At 31 Dec 2017






+100 basis point parallel move in all yield curves
(684
)
(839
)
(684
)
As a percentage of total shareholders’ equity
(0.36)%

(0.44)%

(0.36)%

-100 basis point parallel move in all yield curves
720

860

720

As a percentage of total shareholders’ equity
0.38%

0.45%

0.38%








At 31 Dec 2016






+100 basis point parallel move in all yield curves
(1,051
)
(1,173
)
(1,051
)
As a percentage of total shareholders’ equity
(0.6)%

(0.7)%

(0.60)%

-100 basis point parallel move in all yield curves
1,080

1,145

1,080

As a percentage of total shareholders’ equity
0.6%

0.7%

0.60%

Third-party assets in Balance Sheet Management
For our BSM governance framework, see page 116 of ‘Risk management’.
Third-party assets in BSM increased by 1% during 2017. Cash and balances at central banks increased by $52bn, predominantly in Europe as a result of Financial investment maturities and disposals.
 
Financial investments decreased by $50bn, predominantly in Europe, along with a decrease in Asia, where funds were deployed into other business lines.
Third-party assets in Balance Sheet Management
 
2017

2016

 
$m

$m

Cash and balances at central banks
161,715

110,052

Trading assets
637

414

Loans and advances:


– to banks
36,047

38,188

– to customers
3,202

2,564

Reverse repurchase agreements
38,842

35,143

Financial investments
309,908

360,315

Other
4,648

4,839

At 31 Dec
554,999

551,515

Defined benefit pension schemes
Market risk arises within our defined benefit pension schemes to the extent that the obligations of the schemes are not fully matched by assets with determinable cash flows.
For details of our defined benefit schemes, including asset allocation, see Note 5 on the Financial Statements, and for pension risk management see page 120 .

 
Additional market risk measures applicable only to the parent company
HSBC Holdings uses VaR to monitor and manage foreign exchange risk. In order to manage interest rate risk, HSBC Holdings uses the project sensitivity of its net interest income to future changes in yield curves and the interest rate gap repricing tables.

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Foreign exchange risk
Total foreign exchange VaR arising within HSBC Holdings in 2017 was as follows.
HSBC Holdings – foreign exchange VaR
 
2017

2016

 
$m

$m

At 31 Dec
78.9

32.1

Average
86.1

44.4

Minimum
74.9

32.1

Maximum
101.2

58.2

The foreign exchange risk arises from loans to subsidiaries of a capital nature that are not denominated in the functional currency of either the provider or the recipient and which are accounted for as financial assets, and from structural foreign exchange hedges. Changes in the carrying amount of these loans due to foreign exchange rate differences, and changes in the fair value of foreign
 
exchange hedges are taken directly to HSBC Holdings’ income statement.
Sensitivity of net interest income
HSBC Holdings monitors NII sensitivity over a five-year time horizon reflecting the longer-term perspective on interest rate risk management appropriate to a financial services holding company. These sensitivities assume that any issuance where HSBC Holdings has an option to reimburse at a future call date is called at this date. The table below sets out the effect on HSBC Holdings’ future NII over a five-year time horizon of incremental 25 basis point parallel falls or rises in all yield curves at the beginning of each quarter during the 12 months from 1 January 2018.
Assuming no management actions, under the scenarios outlined above, base case NII for the next five years would increase by $981m (2017: increase of $746m) under rising rates, and decrease by $904m (2017: decrease of $723m) under falling rates.
Sensitivity of HSBC Holdings’ net interest income to interest rate movements
 
US dollar

Sterling

Euro

Total

 
$m

$m

$m

$m

Change in projected net interest income as at 31 Dec arising from a shift in yield curves
 
 
 
 
2018
 
 
 
 
of +25 basis points at the beginning of each quarter








0-1 year
86

9

(13
)
82

2-3 years
362

39

41

442

4-5 years
365

41

52

458

of -25 basis points at the beginning of each quarter








0-1 year
(86
)
(7
)
24

(69
)
2-3 years
(362
)
(36
)
7

(391
)
4-5 years
(365
)
(41
)
(38
)
(444
)
 
 
 
 
 
2017
 
 
 
 
of +25 basis points at the beginning of each quarter
 
 
 
 
0-1 year
84

6


90

2-3 years
299

20

6

325

4-5 years
304

20

8

332

of -25 basis points at the beginning of each quarter








0-1 year
(84
)
(4
)

(88
)
2-3 years
(299
)
(13
)

(312
)
4-5 years
(304
)
(19
)
(1
)
(324
)
NII sensitivity to an instantaneous change in yield curves (5 years)
 
Year 1

Year 2

Year 3

Year 4

Year 5

Total

 
$m

$m

$m

$m

$m

$m

+25bps parallel
34

52

52

53

53

244

-25bps parallel
(26
)
(47
)
(57
)
(53
)
(53
)
(236
)
+100bps parallel
135

208

210

210

210

973

-100bps parallel
(97
)
(168
)
(189
)
(201
)
(205
)
(860
)
For footnote, see page 161 .
The interest rate sensitivities tabulated above are indicative and based on simplified scenarios. The figures represent hypothetical movements in NII based on our projected yield curve scenarios, HSBC Holdings’ current interest rate risk profile and assumed changes to that profile during the next five years.
The sensitivities represent our assessment of the change to a hypothetical base case based on a static balance sheet assumption and do not take into account the effect of actions that could be taken to mitigate this interest rate risk.
 
Interest rate repricing gap table
The interest rate risk on the fixed-rate securities issued by HSBC Holdings is not included within the Group VaR but is managed on a repricing gap basis. The interest rate repricing gap table below analyses the full-term structure of interest rate mismatches within HSBC Holdings’ balance sheet where debt issuances are reflected based on either the next reprice date if floating rate or the maturity/call date, whichever is first, if fixed rate.

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Report of the Directors | Risk

Repricing gap analysis of HSBC Holdings
 
Total

Up to
1 year

From over
1 to 5 years

From over
5 to 10 years

More than
10 years

Non-interest
 bearing

 
$m

$m

$m

$m

$m

$m

Cash at bank and in hand:
 
 
 
 
 
 
– balances with HSBC undertakings
1,985

1,985





Derivatives
2,388





2,388

Loans and advances to HSBC undertakings
88,571

63,237

6,027

12,521

3,351

3,435

Financial investments in HSBC undertakings
4,264

2,375




1,889

Investments in subsidiaries
92,930

4,866

2,640

 

85,424

Other assets
1,596





1,596

Total assets
191,734

72,463

8,667

12,521

3,351

94,732

Amounts owed to HSBC undertakings
(2,571
)

 
 
 
(2,571
)
Financial liabilities designated at fair values
(30,890
)

(12,895
)
(10,175
)
(4,453
)
(3,367
)
Derivatives
(3,082
)




(3,082
)
Debt securities in issue
(34,258
)
(8,433
)
(9,017
)
(14,517
)
(3,351
)
1,060

Other liabilities
(1,269
)




(1,269
)
Subordinated liabilities
(15,877
)
(1,918
)
(1,798
)
(2,000
)
(9,713
)
(448
)
Total equity
(103,787
)
(7,450
)
(6,047
)
(8,899
)
(1,498
)
(79,893
)
Total liabilities and equity
(191,734
)
(17,801
)
(29,757
)
(35,591
)
(19,015
)
(89,570
)
Off-balance sheet items attracting interest rate sensitivity
 
(41,199
)
17,812

14,171

7,705

1,511

Net interest rate risk gap at 31 Dec 2017
 
13,463

(3,278
)
(8,899
)
(7,959
)
6,673

Cumulative interest rate gap
 
13,463

10,185

1,286

(6,673
)

 
 
 
 
 
 
 
Cash at bank and in hand:
 
 
 
 
 
 
– balances with HSBC undertakings
247

247





Derivatives
2,148





2,148

Loans and advances to HSBC undertakings
77,421

72,288

279

405


4,449

Financial investments in HSBC undertakings
3,590

2,675

731

8


176

Investments in subsidiaries
95,850

4,751

2,445



88,654

Other assets
1,542


105



1,437

Total assets
180,798

79,961

3,560

413


96,864

Amounts owed to HSBC undertakings
(2,157
)
(105
)
 
 
 
(2,052
)
Financial liabilities designated at fair values
(30,113
)
(1,109
)
(7,344
)
(12,588
)
(6,422
)
(2,650
)
Derivatives
(5,025
)




(5,025
)
Debt securities in issue
(21,805
)
(4,199
)
(2,997
)
(11,708
)
(3,916
)
1,015

Other liabilities
(1,651
)




(1,651
)
Subordinated liabilities
(15,189
)

(3,267
)
(2,000
)
(9,445
)
(477
)
Total equity
(104,858
)
(7,450
)
(3,500
)
(7,502
)

(86,406
)
Total liabilities and equity
(180,798
)
(12,863
)
(17,108
)
(33,798
)
(19,783
)
(97,246
)
Off-balance sheet items attracting interest rate sensitivity
 
(57,089
)
13,608

26,296

13,441

3,744

Net interest rate risk gap at 31 Dec 2016 1
 
10,009

60

(7,089
)
(6,342
)
3,362

Cumulative interest rate gap
 
10,009

10,069

2,980

(3,362
)

1
Investments in subsidiaries and equity have been allocated based on call dates for any callable bonds. The prior year figures have been amended to reflect this.
Operational risk profile
Operational risk is the risk to achieving our strategy or objectives as a result of inadequate or failed internal processes, people and systems or from external events.
Responsibility for minimising operational risk lies with HSBC’s employees. They are required to manage the operational risks of the business and operational activities for which they are responsible.
A summary of our current policies and practices regarding the management of operational risk is set out on page 117 .
Operational risk exposures in 2017
In 2017 we continued our ongoing work to strengthen those controls that manage our most material risks. Among other measures, we:
further developed controls to help ensure that we know our customers, ask the right questions, monitor transactions and escalate concerns to detect, prevent and deter financial crime risk;
implemented a number of initiatives to raise our standards in relation to the conduct of our business and other regulatory compliance-related initiatives, as described on page 117 of the ‘Regulatory compliance risk management’ section;
 
increased monitoring and enhanced detective controls to manage those fraud risks which arise from new technologies and new ways of banking;
strengthened internal security controls to prevent cyber-attacks;
improved controls and security to protect customers when using digital channels; and
enhanced our third-party risk management capability to enable the consistent risk assessment of any third-party service.
Further information on the nature of these risks is provided in ‘Top and emerging risks’ on page  95 and in ‘Risk management’ from pages 106 to 121 .
Operational risk losses in 2017
Operational risk losses in 2017 are lower than in 2016, reflecting a reduction in losses incurred relating to large legacy conduct-related events. Provisions related to the civil money penalty order associated with the Federal Reserve Board agreed in September 2017 and the deferred prosecution agreement with the US Department of Justice in January 2018, in connection with investigations into HSBC’s historical foreign exchange activities, were recognised in prior periods. For further details see Note 34 on the Financial Statements and on conduct-related costs included in significant items on page 84 .

156
HSBC Holdings plc


Insurance manufacturing operations risk profile
 
Page
Insurance manufacturing operations risk in 2017
HSBC’s bancassurance model
Measurement
Key risk types
– Market risk
– Credit risk
– Liquidity risk
– Insurance risk
Insurance manufacturing operations risk in 2017
The majority of the risk in our insurance business derives from manufacturing activities and can be categorised as financial risk or insurance risk. Financial risks include market risk, credit risk and liquidity risk. Insurance risk is the risk, other than financial risk, of loss transferred from the holder of the insurance contract to the issuer (HSBC).
A summary of our current policies and practices regarding the management of insurance risk is set out on page 118 .
HSBC’s bancassurance model
We operate an integrated bancassurance model that provides insurance products principally for customers with whom we have a banking relationship.
The insurance contracts we sell relate to the underlying needs of our banking customers, which we can identify from our point-of-sale contacts and customer knowledge. For the products we manufacture, the majority of sales are of savings, universal life and credit and term life contracts.
By focusing largely on personal and SME lines of business, we are able to optimise volumes and diversify individual insurance risks. We choose to manufacture these insurance products in HSBC subsidiaries based on an assessment of operational scale and risk appetite. Manufacturing insurance allows us to retain the risks and rewards associated with writing insurance contracts by keeping part of the underwriting profit and investment income within the Group.
 
We have life insurance manufacturing subsidiaries in nine countries (Argentina, mainland China, France, Hong Kong, Malaysia, Malta, Mexico, Singapore and the UK). We also have a life insurance manufacturing associate in India.
Where we do not have the risk appetite or operational scale to be an effective insurance manufacturer, we engage with a handful of leading external insurance companies in order to provide insurance products to our customers through our banking network and direct channels. These arrangements are generally structured with our exclusive strategic partners and earn the Group a combination of commissions, fees and a share of profits. We distribute insurance products in all of our geographical regions.
Insurance products are sold worldwide, predominantly by RBWM, CMB and GPB through our branches and direct channels.
Measurement
(Audited)
The risk profile of our insurance manufacturing businesses is measured using an economic capital approach. Assets and liabilities are measured on a market value basis, and a capital requirement is defined to ensure that there is a less than one-in-200 chance of insolvency over a one-year time horizon, given the risks to which the businesses are exposed. The methodology for the economic capital calculation is largely aligned to the pan-European Solvency II insurance capital regulations. The economic capital coverage ratio (economic net asset value divided by the economic capital requirement) is a key risk appetite measure.
The business has a current appetite to remain above 140% with a tolerance of 110% . In addition to economic capital, the regulatory solvency ratio is also a metric used to manage risk appetite on an entity basis.
The following tables show the composition of assets and liabilities by contract type and by geographical region. A portfolio of business in our Maltese insurance operations was reported as held for sale at 31 December 2017.

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Report of the Directors | Risk

Balance sheet of insurance manufacturing subsidiaries by type of contract 55
(Audited)
 
 
 
 
 
 
 
 
With
DPF

Unit-linked

Other contracts 64

Shareholder
assets and liabilities

Total

 
Footnotes
$m

$m

$m

$m

$m

Financial assets
 
65,112

9,081

14,849

6,662

95,704

– trading assets
 





– financial assets designated at fair value
 
15,533

8,814

2,951

1,259

28,557

– derivatives
 
286


13

41

340

– financial investments – HTM
57
29,302


6,396

3,331

39,029

– financial investments – AFS
57
15,280


4,836

1,877

21,993

– other financial assets
58
4,711

267

653

154

5,785

Reinsurance assets
 
1,108

274

1,154


2,536

PVIF
59



6,610

6,610

Other assets and investment properties
 
1,975

2

164

1,126

3,267

Total assets
 
68,195

9,357

16,167

14,398

108,117

Liabilities under investment contracts designated at fair value
 

1,750

3,885


5,635

Liabilities under insurance contracts
 
67,137

7,548

10,982


85,667

Deferred tax
60
14

6

9

1,230

1,259

Other liabilities
 



3,325

3,325

Total liabilities
 
67,151

9,304

14,876

4,555

95,886

Total equity
 



12,231

12,231

Total liabilities and equity at 31 Dec 2017
 
67,151

9,304

14,876

16,786

108,117

Financial assets
 
57,004

8,877

13,021

5,141

84,043

– trading assets
 


2


2

– financial assets designated at fair value
 
12,134

8,592

2,889

684

24,299

– derivatives
 
212

2

13

46

273

– financial investments – HTM
57
25,867


5,329

2,919

34,115

– financial investments – AFS
57
14,359


4,206

1,355

19,920

– other financial assets
58
4,432

283

582

137

5,434

Reinsurance assets
 
498

322

1,048


1,868

PVIF
59



6,502

6,502

Other assets and investment properties
 
1,716

5

171

525

2,417

Total assets
 
59,218

9,204

14,240

12,168

94,830

Liabilities under investment contracts designated at fair value
 

2,197

3,805


6,002

Liabilities under insurance contracts
 
58,800

6,949

9,524


75,273

Deferred tax
60
13

3

7

1,166

1,189

Other liabilities
 



1,805

1,805

Total liabilities
 
58,813

9,149

13,336

2,971

84,269

Total equity
 



10,561

10,561

Total liabilities and equity at 31 Dec 2016
 
58,813

9,149

13,336

13,532

94,830

For footnotes, see page 161 .

158
HSBC Holdings plc


Balance sheet of insurance manufacturing subsidiaries by geographical region 55, 61
(Audited)
 
 
Europe

Asia

Latin
America

Total

 
Footnotes
$m

$m

$m

$m

Financial assets
 
30,231

63,973

1,500

95,704

– trading assets
 




– financial assets designated at fair value
 
12,430

15,633

494

28,557

– derivatives
 
169

171


340

– financial investments – HTM
57

38,506

523

39,029

– financial investments – AFS
57
15,144

6,393

456

21,993

– other financial assets
58
2,488

3,270

27

5,785

Reinsurance assets
 
469

2,063

4

2,536

PVIF
59
773

5,709

128

6,610

Other assets and investment properties
 
1,666

1,577

24

3,267

Total assets
 
33,139

73,322

1,656

108,117

Liabilities under investment contracts designated at fair value
 
739

4,896


5,635

Liabilities under insurance contracts
 
28,416

56,047

1,204

85,667

Deferred tax
60
217

1,033

9

1,259

Other liabilities
 
2,043

1,209

73

3,325

Total liabilities
 
31,415

63,185

1,286

95,886

Total equity
 
1,724

10,137

370

12,231

Total liabilities and equity at 31 Dec 2017
 
33,139

73,322

1,656

108,117

 
 
 
 
 
 
Financial assets
 
26,238

56,371

1,434

84,043

– trading assets
 


2

2

– financial assets designated at fair value
 
10,171

13,618

510

24,299

– derivatives
 
187

86


273

– financial investments – HTM
57

33,624

491

34,115

– financial investments – AFS
57
13,812

5,735

373

19,920

– other financial assets
58
2,068

3,308

58

5,434

Reinsurance assets
 
362

1,499

7

1,868

PVIF
59
711

5,682

109

6,502

Other assets and investment properties
 
871

1,493

53

2,417

Total assets
 
28,182

65,045

1,603

94,830

Liabilities under investment contracts designated at fair value
 
1,321

4,681


6,002

Liabilities under insurance contracts
 
24,310

49,793

1,170

75,273

Deferred tax
60
238

919

32

1,189

Other liabilities
 
841

914

50

1,805

Total liabilities
 
26,710

56,307

1,252

84,269

Total equity
 
1,472

8,738

351

10,561

Total liabilities and equity at 31 Dec 2016
 
28,182

65,045

1,603

94,830

For footnotes, see page 161 .
Key risk types
The key risks for the insurance operations are market risks (in particular interest rate and equity) and credit risks, followed by insurance underwriting risk and operational risks. Liquidity risk, while significant for the bank, is minor for our insurance operations .
Market risk
(Audited)
Description and exposure
Market risk is the risk of changes in market factors affecting HSBC’s capital or profit. Market factors include interest rates, equity and growth assets and foreign exchange rates.
Our exposure varies depending on the type of contract issued. Our most significant life insurance products are contracts with discretionary participating features (‘DPF’) issued in France and Hong Kong. These products typically include some form of capital guarantee or guaranteed return on the sums invested by the policyholders, to which discretionary bonuses are added if allowed by the overall performance of the funds. These funds are primarily invested in bonds, with a proportion allocated to other asset classes to provide customers with the potential for enhanced returns.
 
DPF products expose HSBC to the risk of variation in asset returns, which will impact our participation in the investment performance.
In addition, in some scenarios the asset returns can become insufficient to cover the policyholders’ financial guarantees, in which case the shortfall has to be met by HSBC. Reserves are held against the cost of such guarantees, calculated by stochastic modelling.
Where local rules require, these reserves are held as part of liabilities under insurance contracts. Any remainder is accounted for as a deduction from the present value of in-force (‘PVIF’) long-term insurance business on the relevant product. The following table shows the total reserve held for the cost of guarantees, the range of investment returns on assets supporting these products and the implied investment return that would enable the business to meet the guarantees.
The cost of guarantees increased to $696m (2016: $625m ) primarily due to the impact of modelling changes.
For unit-linked contracts, market risk is substantially borne by the policyholder, but some market risk exposure typically remains, as fees earned are related to the market value of the linked assets.

HSBC Holdings plc  
159


Financial return guarantees 55
(Audited)
 
 
2017
2016
 
 
Investment returns implied by guarantee
Long-term investment returns on relevant portfolios
Cost of guarantees

Investment returns implied by guarantee
Long-term investment returns on relevant portfolios
Cost of guarantees

 
Footnote
%
%
$m

%
%
$m

Capital
 
0.0
0.0–3.2
103

0.0
0.0–3.0
59

Nominal annual return
 
0.1–2.0
3.2–3.7
64

0.1–2.0
3.7–3.8
64

Nominal annual return
62
2.1–4.0
3.2–4.4
459

2.1–4.0
3.0–4.4
426

Nominal annual return
 
4.1–5.0
3.2–4.1
70

4.1–5.0
3.0–4.1
76

At 31 Dec
 


696



625

For footnotes, see page 161 .
Sensitivities
Changes in financial market factors, from the economic assumptions in place at the start of the year, had a positive impact on reported profit before tax of $296m (2016: $386m negative). The following table illustrates the effects of selected interest rate, equity price and foreign exchange rate scenarios on our profit for the year and the total equity of our insurance manufacturing subsidiaries.
Where appropriate, the effects of the sensitivity tests on profit after tax and equity incorporate the impact of the stress on the PVIF. The relationship between the profit and total equity and
 
the risk factors is non-linear, therefore the results disclosed should not be extrapolated to measure sensitivities to different levels of stress. For the same reason, the impact of the stress is not symmetrical on the upside and downside. The sensitivities are stated before allowance for management actions which may mitigate the effect of changes in the market environment. The sensitivities presented allow for adverse changes in policyholder behaviour that may arise in response to changes in market rates.
Interest rate movements have a greater impact on total equity as changes in market value of available-for-sale bonds are not recognised in profit after tax.
Sensitivity of HSBC’s insurance manufacturing subsidiaries to market risk factors
(Audited)
 
 
2017
2016
 
 
Effect on
profit after tax

Effect on
total equity

Effect on
profit after tax

Effect on
total equity

 
Footnote
$m

$m

$m

$m

+100 basis point parallel shift in yield curves
 
42

(583
)
63

(494
)
-100 basis point parallel shift in yield curves
63
(140
)
617

(182
)
490

10% increase in equity prices
 
223

237

189

190

10% decrease in equity prices
 
(225
)
(239
)
(191
)
(191
)
10% increase in US dollar exchange rate compared with all currencies
 
24

24

19

19

10% decrease in US dollar exchange rate compared with all currencies
 
(24
)
(24
)
(19
)
(19
)
For footnote, see page 161 .
Credit risk
(Audited)
Description and exposure
Credit risk is the risk of financial loss if a customer or counterparty fails to meet their obligation under a contract. It arises in two main areas for our insurance manufacturers:
risk associated with credit spread volatility and default by debt security counterparties after investing premiums to generate a return for policyholders and shareholders; and
risk of default by reinsurance counterparties and non-reimbursement for claims made after ceding insurance risk.
The amounts outstanding at the balance sheet date in respect of these items are shown in the table on page 158 .
The credit quality of the reinsurers’ share of liabilities under insurance contracts is assessed as ‘satisfactory’ or higher (as defined on page 112 ), with 100% of the exposure being neither past due nor impaired (2016: 100% ).
Credit risk on assets supporting unit-linked liabilities is predominantly borne by the policyholder; therefore, our exposure is primarily related to liabilities under non-linked insurance and investment contracts and shareholders’ funds. The credit quality of insurance financial assets is included in the table on page 124 .

 
Liquidity risk
(Audited)
Description and exposure
Liquidity risk is the risk that an insurance operation, though solvent, either does not have sufficient financial resources available to meet its obligations when they fall due, or can secure them only at excessive cost.
The following table shows the expected undiscounted cash flows for insurance liabilities at 31 December 2017. The liquidity risk exposure is wholly borne by the policyholder in the case of unit-linked business and is shared with the policyholder for non-linked insurance.
The profile of the expected maturity of insurance contracts at 31 December 2017 remained comparable with 2016.
The remaining contractual maturity of investment contract liabilities is included in Note 28 .


160
HSBC Holdings plc


Expected maturity of insurance contract liabilities 55
(Audited)
 
Expected cash flows (undiscounted)
 
Within 1 year

1-5 years

5-15 years

Over 15 years

Total

 
$m

$m

$m

$m

$m

Unit-linked
969

3,041

4,695

6,814

15,519

With DPF and Other contracts
6,916

26,453

43,784

45,334

122,487

At 31 Dec 2017
7,885

29,494

48,479

52,148

138,006

 
 
 
 
 
 
Unit-linked
630

2,468

5,101

9,513

17,712

With DPF and Other contracts
5,582

23,136

40,621

40,447

109,786

At 31 Dec 2016
6,212

25,604

45,722

49,960

127,498

For footnotes, see page 161 .
Insurance risk
Description and exposure
Insurance risk is the risk of loss through adverse experience, in either timing or amount, of insurance underwriting parameters (non-economic assumptions). These parameters include mortality, morbidity, longevity, lapses and unit costs.
The principal risk we face is that, over time, the cost of the contract, including claims and benefits, may exceed the total amount of premiums and investment income received.
The tables on pages 158 and 159 analyse our life insurance risk exposures by type of contract and by geographical region.
The insurance risk profile and related exposures remain largely consistent with those observed at 31 December 2016.
Sensitivities
(Audited)
The following table shows the sensitivity of profit and total equity to reasonably possible changes in non-economic assumptions across all our insurance manufacturing subsidiaries.
Mortality and morbidity risk is typically associated with life insurance contracts. The effect on profit of an increase in mortality or morbidity depends on the type of business being written. Our largest exposures to mortality and morbidity risk exist in Hong Kong and Singapore.
Sensitivity to lapse rates depends on the type of contracts being written. For a portfolio of term assurance, an increase in lapse rates typically has a negative effect on profit due to the loss of future income on the lapsed policies. However, some contract lapses have a positive effect on profit due to the existence of policy surrender charges. We are most sensitive to a change in lapse rates on unit-linked and universal life contracts in Hong Kong and Singapore, and DPF contracts in France.
Expense rate risk is the exposure to a change in the cost of administering insurance contracts. To the extent that increased expenses cannot be passed on to policyholders, an increase in expense rates will have a negative effect on our profits.
Sensitivity analysis
(Audited)
 
2017

2016

 
$m

$m

Effect on profit after tax and total equity
at 31 Dec
 
 
10% increase in mortality and/or morbidity rates
(77
)
(71
)
10% decrease in mortality and/or morbidity rates
82

75

10% increase in lapse rates
(93
)
(80
)
10% decrease in lapse rates
106

93

10% increase in expense rates
(92
)
(89
)
10% decrease in expense rates
91

87


 
Footnotes to Risk
45
2016 includes loan impairment charges from the operations in Brazil that we sold on 1 July 2016.
46
The HSBC UK Liquidity Group shown comprises four legal entities: HSBC Bank plc (including all overseas branches, and SPEs consolidated by HSBC Bank plc for Financial Statement purposes), Marks and Spencer Financial Services plc, HSBC Private Bank (UK) Ltd and HSBC Trust Company (UK) Limited, managed as a single operating entity, in line with the application of UK liquidity regulation as agreed with the UK PRA.
47
The Hongkong and Shanghai Banking Corporation – Hong Kong branch and The Hongkong and Shanghai Banking Corporation – Singapore branch represent the material activities of The Hongkong and Shanghai Banking Corporation. Each branch is monitored and controlled for liquidity and funding risk purposes as a stand-alone operating entity.
48
HSBC France and HSBC Canada represent the consolidated banking operations of the Group in France and Canada, respectively. HSBC France and HSBC Canada are each managed as single distinct operating entities for liquidity purposes.
49
The total shown for other principal HSBC operating entities represents the combined position of all the other operating entities overseen directly by the Risk Management Meeting of the GMB.
50
Trading portfolios comprise positions arising from the market-making and warehousing of customer-derived positions.
51
Portfolio diversification is the market risk dispersion effect of holding a portfolio containing different risk types. It represents the reduction in unsystematic market risk that occurs when combining a number of different risk types; for example, interest rate, equity and foreign exchange, together in one portfolio. It is measured as the difference between the sum of the VaR by individual risk type and the combined total VaR. A negative number represents the benefit of portfolio diversification. As the maximum and minimum occurs on different days for different risk types, it is not meaningful to calculate a portfolio diversification benefit for these measures.
52
The total VaR is non-additive across risk types due to diversification effects.
53
Investments in private equity are primarily made through managed funds that are subject to limits on the amount of investment. Potential new commitments are subject to risk appraisal to ensure that industry and geographical concentrations remain within acceptable levels for the portfolio as a whole. Regular reviews are performed to substantiate the valuation of the investments within the portfolio.
54
Investments held to facilitate ongoing business include holdings in government-sponsored enterprises and local stock exchanges.
55
Does not include associated insurance companies SABB Takaful Company and Canara HSBC Oriental Bank of Commerce Life Insurance Company Limited.
56
‘Other Contracts’ includes term insurance, credit life insurance, universal life insurance and investment contracts not included in the ‘Unit-linked’ or ‘With DPF’ columns.
57
Financial investments held to maturity (‘HTM’) and available for sale (‘AFS’).
58
Comprise mainly loans and advances to banks, cash and inter-company balances with other non-insurance legal entities.
59
Present value of in-force long-term insurance business.
60
‘Deferred tax’ includes the deferred tax liabilities arising on recognition of PVIF.
61
HSBC has no insurance manufacturing subsidiaries in Middle East and North Africa or North America.
62
A block of contracts in France with guaranteed nominal annual returns in the range 1.25%-3.72% is reported entirely in the 2.1%-4.0% category in line with the average guaranteed return of 2.6% offered to policyholders by these contracts.
63
For 2016, where a -100 basis point parallel shift in the yield curve would result in a negative interest rate, the effects on profit after tax and total equity have been calculated using a minimum rate of 0%.


HSBC Holdings plc  
161
 

Report of the Directors | Capital

Capital
 
Page
Capital overview
Capital management
Capital
Risk-weighted assets
Leverage ratio
Capital overview
Capital ratios
 
At
 
31 Dec

31 Dec

 
2017

2016

 
%

%

CRD IV transitional
 
 
Common equity tier 1 ratio
14.5

13.6

Tier 1 ratio
17.3

16.1

Total capital ratio
20.9

20.1

 
 
 
CRD IV end point
 
 
Common equity tier 1 ratio
14.5

13.6

Tier 1 ratio
16.4

14.9

Total capital ratio
18.3

16.8

Total regulatory capital and risk-weighted assets
 
At
 
31 Dec

31 Dec

 
2017

2016

 
$m

$m

CRD IV transitional
 
 
Common equity tier 1 capital
126,144

116,552

Additional tier 1 capital
24,810

21,470

Tier 2 capital
31,429

34,336

Total regulatory capital
182,383

172,358

Risk-weighted assets
871,337

857,181

 
 
 
CRD IV end point
 
 
Common equity tier 1 capital
126,144

115,984

Additional tier 1 capital
16,531

11,351

Tier 2 capital
16,413

16,289

Total regulatory capital
159,088

143,624

Risk-weighted assets
871,337

855,762

RWAs by risk types
 
RWAs

Capital required  1

 
$bn

$bn

Credit risk
685.2

54.8

Counterparty credit risk
54.5

4.4

Market risk
38.9

3.1

Operational risk
92.7

7.4

At 31 Dec 2017
871.3

69.7

1
‘Capital required’ represents the Pillar 1 capital charge at 8% of RWAs.
Capital management
(Audited)
Our objective in the management of Group capital is to maintain appropriate levels to support our business strategy, and meet our regulatory and stress testing related requirements.
 
Approach and policy
Our approach to capital management is driven by our strategic and organisational requirements, taking into account the regulatory, economic and commercial environment. We aim to maintain a strong capital base to support the risks inherent in our business and invest in accordance with our strategy, meeting both consolidated and local regulatory capital requirements at all times. Our policy on capital management is underpinned by a capital management framework and our internal capital adequacy assessment process (‘ICAAP’), which enables us to manage our capital in a consistent manner. The framework incorporates a number of different capital measures calculated on an economic capital and regulatory capital basis. The ICAAP is an assessment of the bank’s capital position, outlining both regulatory and internal capital resources and requirements with HSBC’s business model, strategy, performance and planning, risks to capital, and the implications of stress testing to capital.
Our assessment of capital adequacy is aligned to our assessment of risks. These include credit, market, operational, pensions, insurance, structural foreign exchange risk, residual risks and interest rate risk in the banking book.
Planning and performance
Capital and RWA plans form part of the Annual Operating Plan that is approved by the Board. Revised RWA forecasts are submitted to the GMB on a monthly basis, and reported RWAs are monitored against the plan.
The responsibility for global capital allocation principles rests with the Group Finance Director. Through our internal governance processes, we seek to maintain discipline over our investment and capital allocation decisions, and seek to ensure that returns on investment meet the Group’s management objectives. Our strategy is to allocate capital to businesses and entities to support growth objectives where above hurdle returns have been identified and in order to meet their regulatory and economic capital needs.
We manage business returns by using a return on risk-weighted assets (‘RoRWA’) measure and a return on tangible equity (‘RoTE’) measure.
Risks to capital
Outside the stress testing framework, other risks may be identified that have the potential to affect our RWAs and/or capital position. The downside or upside scenarios are assessed against our capital management objectives and mitigating actions are assigned as necessary.
There are a number of regulatory changes on the horizon. The impacts of these are included in the Annual Operating Plan where the rules are sufficiently certain to estimate a reliable impact.  Foremost among these changes are the final reforms to the Basel III package, which were published in December 2017. Due to the number of national discretions, the recalibration of the market risk framework and the need to transpose the requirements into national law, it remains too early to assess reliably the impact.
Stress testing
In addition to annual internal stress tests, the Group is subject to supervisory stress testing in many jurisdictions. Supervisory stress testing requirements are increasing in frequency and in the granularity with which the results are required. These exercises include the programmes of the Prudential Regulatory Authority (‘PRA’), the Federal Reserve Board (‘FRB’), the European Banking Authority (‘EBA’), the European Central Bank (‘ECB’) and the Hong Kong Monetary Authority (‘HKMA’), as well as stress tests undertaken in other jurisdictions. We take into account the results of regulatory stress testing and our internal stress tests when assessing our internal capital requirements. The outcome of stress testing exercises carried out by the PRA also feeds into a PRA buffer under Pillar 2 requirements, where required.

162
HSBC Holdings plc


Capital generation
HSBC Holdings is the provider of equity capital to its subsidiaries and also provides them with non-equity capital where necessary. These investments are substantially funded by HSBC Holdings’
 
own capital issuance and profit retention. As part of its capital management process, HSBC Holdings seeks to maintain a prudent balance between the composition of its capital and its investment in subsidiaries.
Capital
Transitional own funds disclosure
 
 
 
(Audited)
 
 
 
 
 
 
At
 
 
 
31 Dec

31 Dec

 
 
 
2017

2016

Ref *
 
Footnotes
$m

$m

 
Common equity tier 1 (‘CET1’) capital: instruments and reserves
 
 
 
1
Capital instruments and the related share premium accounts
 
18,932

21,310

 
– ordinary shares
 
18,932

21,310

2
Retained earnings
1
124,679

129,552

3
Accumulated other comprehensive income (and other reserves)
 
9,433

560

5
Minority interests (amount allowed in consolidated CET1)
 
4,905

3,878

5a
Independently reviewed interim net profits net of any foreseeable charge or dividend
1
608

(6,009
)
6
Common equity tier 1 capital before regulatory adjustments
 
158,557

149,291

 
Common equity tier 1 capital: regulatory adjustments
 
 
 
7
Additional value adjustments
 
(1,146
)
(1,358
)
8
Intangible assets (net of related deferred tax liability)
 
(16,872
)
(15,037
)
10
Deferred tax assets that rely on future profitability excluding those arising from temporary differences (net of related tax liability)
 
(1,181
)
(1,696
)
11
Fair value reserves related to gains or losses on cash flow hedges
 
208

(52
)
12
Negative amounts resulting from the calculation of expected loss amounts
 
(2,820
)
(4,025
)
14
Gains or losses on liabilities at fair value resulting from changes in own credit standing
 
3,731

1,052

15
Defined-benefit pension fund assets
 
(6,740
)
(3,680
)
16
Direct and indirect holdings of own CET1 instruments
 
(40
)
(1,573
)
19
Direct, indirect and synthetic holdings by the institution of the CET1 instruments of financial sector entities where the institution has a significant investment in those entities (amount above 10% threshold and net of eligible short positions)
 
(7,553
)
(6,370
)
28
Total regulatory adjustments to common equity tier 1
 
(32,413
)
(32,739
)
29
Common equity tier 1 capital
 
126,144

116,552

 
Additional tier 1 (‘AT1’) capital: instruments
 
 
 
30
Capital instruments and the related share premium accounts
 
16,399

11,259

31
– classified as equity under IFRSs
 
16,399

11,259

33
Amount of qualifying items and the related share premium accounts subject to phase out from AT1
 
6,622

7,946

34
Qualifying tier 1 capital included in consolidated AT1 capital (including minority interests not included in CET1) issued by subsidiaries and held by third parties
 
1,901

2,419

35
– of which: instruments issued by subsidiaries subject to phase out
 
1,374

1,522

36
Additional tier 1 capital before regulatory adjustments
 
24,922

21,624

 
Additional tier 1 capital: regulatory adjustments
 
 
 
37
Direct and indirect holdings of own AT1 instruments
 
(60
)
(60
)
41b
Residual amounts deducted from AT1 capital with regard to deduction from tier 2 (‘T2’) capital during the transitional period
 
(52
)
(94
)
 
– direct and indirect holdings by the institution of the T2 instruments and subordinated loans of financial sector entities where the institution has a significant investment in those entities
 
(52
)
(94
)
43
Total regulatory adjustments to additional tier 1 capital
 
(112
)
(154
)
44
Additional tier 1 capital
 
24,810

21,470

45
Tier 1 capital (T1 = CET1 + AT1)
 
150,954

138,022

 
Tier 2 capital: instruments and provisions
 
 
 
46
Capital instruments and the related share premium accounts
 
16,880

16,732

47
Amount of qualifying items and the related share premium accounts subject to phase out from T2
 
4,746

5,695

48
Qualifying own funds instruments included in consolidated T2 capital (including minority interests and AT1 instruments not included in CET1 or AT1) issued by subsidiaries and held by third parties
 
10,306

12,323

49
– of which: instruments issued by subsidiaries subject to phase out
 
10,236

12,283

51
Tier 2 capital before regulatory adjustments
 
31,932

34,750

 
Tier 2 capital: regulatory adjustments
 
 
 
52
Direct and indirect holdings of own T2 instruments
 
(40
)
(40
)
55
Direct and indirect holdings by the institution of the T2 instruments and subordinated loans of financial sector entities where the institution has a significant investment in those entities (net of eligible short positions)
 
(463
)
(374
)
57
Total regulatory adjustments to tier 2 capital
 
(503
)
(414
)
58
Tier 2 capital
 
31,429

34,336

59
Total capital (TC = T1 + T2)
 
182,383

172,358

*
The references identify the lines prescribed in the EBA template, which are applicable and where there is a value.
1
In the comparative period, dividend paid has been reallocated from row 2 to row 5a.    

HSBC Holdings plc  
163


Report of the Directors | Capital

CET1 capital increased during the year by $ 9.5 bn, due to:
$ 3.7 bn of capital generation through profits, net of dividends and scrip;
$ 6.3 bn of favourable foreign currency translation differences;
regulatory netting of $ 1.5 bn;
a decrease of $ 1.3 bn in the deduction for excess expected loss; and
an increase of $ 1.0 bn in the value of minority interests allowed in CET1.
These increases were partly offset by:
the $3.0b n share buy-back; and
a $ 1.2 bn decrease as a result of the change in US tax legislation; this change also reduces RWAs by $3.1b n.
Risk-weighted assets
RWAs
RWAs increased by $14.1bn during the year, including an increase of $27.7bn due to foreign currency translation differences. The resulting decrease of $13.6bn (excluding foreign currency translation differences) was primarily due to RWA initiatives of $70.8bn and asset quality improvement of $4.6bn, less increases from asset size growth of $48.4bn, changes in methodology and policy of $8.2bn and model updates of $6.2bn.
 
The following comments describe RWA movements in 2017, excluding foreign currency translation differences.
RWA initiatives
Continued reduction in legacy credit and US run-off portfolios reduced RWAs by $21.3bn. Further savings mainly came from process improvements $13.7bn, exposure reductions $9.9bn, trade actions $9.7bn and refined calculations $8.3bn.
Asset size
Asset size movements principally represent $40.4bn of lending growth, mainly in GB&M and CMB in Asia and Europe, and new transactions and movements in market parameters increasing counterparty credit risk and market risk by $9.0bn.
Methodology and policy
Methodology and policy movements increased credit risk RWAs by $11.3bn, mainly as a result of changes to:
the treatment of non-performing exposures of $5.0bn;
the netting of current accounts of $2.1bn;
non-recourse purchased receivables of $1.6bn; and
risk-weight floors for HK residential mortgages of $0.6bn .
Market risk RWAs decreased by $3.7bn as a result of increased diversification following regulatory approval to consolidate additional companies.
RWAs by global business
 

RBWM

CMB

GB&M

GPB

Corporate Centre

Total

 
$bn

$bn

$bn

$bn

$bn

$bn

Credit risk
94.2

277.3

180.2

13.0

120.5

685.2

Counterparty credit risk


52.4

0.2

1.9

54.5

Market risk


35.9


3.0

38.9

Operational risk
27.3

23.7

30.8

2.8

8.1

92.7

At 31 Dec 2017
121.5

301.0

299.3

16.0

133.5

871.3

 
 
 
 
 
 
 
Credit risk
84.6

250.6

170.8

12.2

137.5

655.7

Counterparty credit risk


59.1

0.2

2.7

62.0

Market risk


38.5


3.0

41.5

Operational risk
30.5

25.3

32.0

2.9

7.3

98.0

At 31 Dec 2016
115.1

275.9

300.4

15.3

150.5

857.2

RWAs by geographical region
 
Europe

Asia

MENA

North
America

Latin
America

Total

 
$bn

$bn

$bn

$bn

$bn

$bn

Credit risk
225.9

284.2

47.7

101.2

26.2

685.2

Counterparty credit risk
27.8

13.0

1.1

10.9

1.7

54.5

Market risk 1
29.0

23.5

3.3

7.1

1.0

38.9

Operational risk
28.9

37.1

7.1

12.1

7.5

92.7

At 31 Dec 2017
311.6

357.8

59.2

131.3

36.4

871.3

 
 
 
 
 
 
 
Credit risk
205.8

260.0

49.0

118.5

22.4

655.7

Counterparty credit risk
30.9

16.1

1.2

12.6

1.2

62.0

Market risk 1
30.8

21.3

1.4

6.8

0.5

41.5

Operational risk
30.9

36.6

7.5

12.8

10.2

98.0

At 31 Dec 2016
298.4

334.0

59.1

150.7

34.3

857.2

1
RWAs are non-additive across geographical regions due to market risk diversification effects within the Group.

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RWA movement by global business by key driver
 
Credit risk, counterparty credit risk and operational risk
 
 
 

RBWM

CMB

GB&M

GPB

Corporate Centre

Market
risk

Total
RWAs

 
$bn

$bn

$bn

$bn

$bn

$bn

$bn

RWAs at 1 Jan 2017
115.1

275.9

261.9

15.3

147.5

41.5

857.2

RWA initiatives
(0.4
)
(13.8
)
(27.6
)
(0.2
)
(24.8
)
(4.0
)
(70.8
)
Asset size
4.4

16.7

21.9

0.8

(0.6
)
5.2

48.4

Asset quality
0.2

1.5

(6.1
)
0.2

(0.4
)

(4.6
)
Model updates
1.1

5.0

0.3

(0.1
)

(0.1
)
6.2

– portfolios moving onto IRB approach
0.2



(0.1
)

(0.1
)

– new/updated models
0.9

5.0

0.3




6.2

Methodology and policy
(1.8
)
3.6

4.8

(0.5
)
5.8

(3.7
)
8.2

– internal updates
(2.5
)
3.6

4.8

(0.5
)
5.8

(3.7
)
7.5

– external updates – regulatory
0.7






0.7

Acquisitions and disposals
(0.1
)
(0.4
)


(0.5
)

(1.0
)
Foreign exchange movements
3.0

12.5

8.2

0.5

3.5


27.7

Total RWA movement
6.4

25.1

1.5

0.7

(17.0
)
(2.6
)
14.1

RWAs at 31 Dec 2017
121.5

301.0

263.4

16.0

130.5

38.9

871.3

RWA movement by geographical region by key driver
 
Credit risk, counterparty credit risk and operational risk
 
 
 
Europe

Asia

MENA

North
America

Latin
America

Market
 risk

Total
 RWAs

 
$bn

$bn

$bn

$bn

$bn

$bn

$bn

RWAs at 1 Jan 2017
267.6

312.7

57.7

143.9

33.8

41.5

857.2

RWA initiatives
(26.6
)
(14.0
)
(1.4
)
(22.2
)
(2.6
)
(4.0
)
(70.8
)
Asset size
11.1

27.8

(0.2
)
1.0

3.5

5.2

48.4

Asset quality
1.4

(5.7
)
1.1

(2.3
)
0.9


(4.6
)
Model updates
6.4

0.1


(0.2
)

(0.1
)
6.2

– portfolios moving onto IRB approach

0.1




(0.1
)

– new/updated models
6.4



(0.2
)


6.2

Methodology and policy
3.7

6.2

(0.1
)
2.1


(3.7
)
8.2

– internal updates
3.6

5.7

(0.1
)
2.0


(3.7
)
7.5

– external updates – regulatory
0.1

0.5


0.1



0.7

Acquisitions and disposals


(1.0
)



(1.0
)
Foreign exchange movements
19.0

7.2

(0.2
)
1.9

(0.2
)

27.7

Total RWA movement
15.0

21.6

(1.8
)
(19.7
)
1.6

(2.6
)
14.1

RWAs at 31 Dec 2017
282.6

334.3

55.9

124.2

35.4

38.9

871.3

Leverage ratio
 
 
At
 
 
31 Dec

31 Dec

 
 
2017

2016

Ref *
 
$bn

$bn

20
Tier 1 capital
142.7

127.3

21
Total leverage ratio exposure
2,557.1

2,354.4

 
 
%

%

22
Leverage ratio
5.6

5.4

EU-23
Choice of transitional arrangements for the definition of the capital measure
Fully phased-in

Fully phased-in

 
UK leverage ratio exposure – quarterly average
2,351.4

n/a

 
 
%

%

 
UK leverage ratio – quarterly average
6.1

n/a

 
UK leverage ratio – quarter end
6.1

5.7

*
The references identify the lines prescribed in the EBA template.
Our leverage ratio calculated in accordance with CRD IV was 5.6 % at 31 December 2017, up from 5.4% at 31 December 2016. Growth in tier 1 capital was partly offset by a rise in exposure, primarily due to growth in customer advances, balances at central banks and trading assets.
In October 2017, following the FPC recommendation, the PRA increased the minimum requirement for the UK leverage ratio from 3% to 3.25%, following a change in its guidance to exclude central bank balances from the exposure measure.
At 31 December 2017, our UK minimum leverage ratio requirement of 3.25% was supplemented by an additional leverage ratio buffer of 0.4 % and a countercyclical leverage ratio
 
buffer of 0.1 %. These additional buffers translate into capital values of $ 10.3 bn and $ 1.8 bn respectively. We comfortably exceeded these leverage requirements.
Pillar 3 disclosure requirements
Pillar 3 of the Basel regulatory framework is related to market discipline and aims to make firms more transparent by requiring publication, at least annually, of wide-ranging information on their risks, capital and management. Our Pillar 3 Disclosures at December 2017 is published on our website, www.hsbc.com, under Investor Relations.

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Corporate Governance Report
 
Page
The Board
Operation of the Board
Director and Group Managing Director biographies
Board of Directors
Board committees
Internal control
Internal audit
Going concern
Share capital and other disclosures
Employees
Statement of compliance
The Board
The Board aims to promote the Group’s long-term success, deliver sustainable value to shareholders and promote a culture of openness and debate.
Led by the Group Chairman, the Board sets the Group’s strategy and risk appetite. It also approves capital and operating plans for achieving strategic objectives on the recommendation of management.
Group Chairman
Douglas Flint retired as Group Chairman on 30 September 2017. Mark Tucker was appointed to the Board as an independent non-executive Director on 1 September 2017. He became non-executive Group Chairman on 1 October 2017.
Executive Directors
The Group Chief Executive, the Group Finance Director and the Group Chief Risk Officer are HSBC employees.
Independent non-executive Directors
The Board comprises a majority of independent non-executive Directors. Their role is to challenge and scrutinise the performance of management and to help develop proposals on strategy. They also review the performance of management in meeting agreed goals and objectives and monitor the Group’s risk profile.
The Board considers all non-executive Directors to be independent of HSBC and has concluded that there are no relationships or circumstances likely to affect any individual non-executive Director’s judgement. To satisfy the Rules Governing the Listing of Securities on the HKEx, all non-executive Directors have provided confirmation of their independence during the year. The non-executive Group Chairman was considered to be independent upon appointment.
Board and executive responsibilities
The roles of Group Chairman and Group Chief Executive are separate, with a clear division of responsibilities between the running of the Board and executive responsibility for running HSBC’s business.
Jonathan Symonds was appointed as Senior Independent Director (‘SID’) in April 2017 following the retirement of Rachel Lomax.
The roles of the Group Chairman, Group Chief Executive and SID are set out in writing and are available on the website at www.hsbc.com/about-hsbc/corporate-governance/board-committees.
The Board delegates day-to-day management of the business and implementation of strategy to the Group Chief Executive. To assist the Group Chief Executive in his day-to-day management of the Group, as delegated by the Board, he is supported with recommendations and advice from the Group Management Board (‘GMB’), an executive forum which he chairs.
There are special meetings of the GMB that provide oversight of risk matters (the Risk Management Meeting (‘RMM’), chaired by the Group Chief Risk Officer) and of financial crime risk (the
 
Financial Crime Risk Management Meeting, chaired by the Group Head of Financial Crime Risk).
Powers of the Board
In exercising its duty to promote the success of the Company, the Board is responsible for overseeing the management of HSBC globally and, in so doing, may exercise its powers, subject to any relevant laws, regulations and HSBC Holdings’ Articles of Association (the ‘Articles of Association’).
However, certain matters, including the review and approval of annual operating plans, risk appetite, performance targets, credit or market risk limits, acquisitions, disposals, investments, capital expenditure or realisation or creation of a new venture, specified senior appointments and any substantial change in balance sheet management policy, are reserved to the Board for its approval.
Operation of the Board
The Board regularly reviews reports on performance against financial and other strategic objectives, key business challenges, risk, business developments, and investor and external relations. During 2017, it also considered presentations on strategy and performance by each of the global businesses and across the principal geographical areas.
All of HSBC’s activities involve the measurement, evaluation, acceptance and management of risk or combinations of risks. The Board, advised by the Group Risk Committee (‘GRC’), the Conduct & Values Committee (‘CVC’) and the Financial System Vulnerabilities Committee (‘FSVC’), promotes a strong risk governance culture which shapes the Group’s attitude to risk. The Board and these committees support the maintenance of a strong risk management framework.
Under the direction of the Group Chairman, the Group Company Secretary is responsible for ensuring good information flows within the Board and its committees and between senior management and non-executive Directors, as well as facilitating induction and assisting with professional development as required.
The Group Chairman meets with the independent non-executive Directors without the executive Directors in attendance after each Board meeting and otherwise, as necessary.
The Directors are encouraged to have free and open contact with management at all levels and full access to all relevant information. When attending off-site Board meetings and when travelling for other reasons, non-executive Directors are encouraged to visit local business operations and meet local management.
Directors may take independent professional advice, if necessary, at HSBC Holdings’ expense.
Board performance evaluation
The Board is committed to regular, independent evaluation of its own effectiveness and that of its committees. Following on from the review of the Board undertaken by JCA Group in 2016, the actions identified and agreed were addressed during 2017. These actions included a stronger focus for the Board on individual business unit strategy and performance, as well as opportunities to address particular business themes, such as digital and IT innovation. The actions that have not already been closed out from this review form part of an ongoing assessment of the Group's governance framework being led by the Group Chairman.
Director performance evaluation
For non-executive Directors, individual performance evaluation is undertaken by the Group Chairman. In 2017, this involved a discussion about each Director’s individual contribution, their individual training and development needs, and the time commitment that is required to continue to deliver the role effectively.
Executive Directors’ individual performance evaluation is undertaken as part of the performance management process for all employees. The results are considered by the Group Remuneration Committee when determining variable pay awards

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each year, as set out in the Directors' Remuneration Report contained in this Annual Report.
The Group Chairman’s performance is evaluated by the non-executive Directors, led by the SID.
Non-executive Group Chairman
Mark E Tucker,  60
Non-executive Group Chairman
Appointed to the Board: September 2017
Group Chairman since October 2017
 
MARKTUCKER98EDIT2.JPG
Chairman of the Nomination Committee
Skills and experience: Mark has extensive experience in the financial services industry in Asia and the UK. Most recently he was Group Chief Executive and President of AIA Group Limited (‘AIA’). Before joining AIA, Mark was Group Chief Executive of Prudential plc and the founding Chief Executive of Prudential Corporation Asia Limited. Mark also previously served as a non-executive director of the Court of The Bank of England, as an independent non-executive director of the Goldman Sachs Group and as Group Finance Director of HBOS plc.
Current appointments include: Serves on the Asia Business Council and the Advisory Board of the Asia Global Institute.
Executive Directors
Stuart Gulliver,   58
Group Chief Executive
Appointed to the Board: May 2008
Group Chief Executive since January 2011
Retiring from Board: 21 February 2018
 
STUARTGULLIVER276EDITA01.JPG
Skills and experience: Stuart has more than 37 years’ international banking experience, having joined HSBC in 1980. He played a leading role in developing and expanding Global Banking and Markets, and has held key roles in the Group’s operations worldwide, working in London, Hong Kong, Tokyo, Kuala Lumpur and the United Arab Emirates. Former appointments include Chairman of HSBC Bank plc, HSBC Bank Middle East Limited, HSBC Private Banking Holdings (Suisse) SA and HSBC France. He was also Deputy Chairman of HSBC Trinkaus & Burkhardt AG and a member of its supervisory board.
Current appointments include: Chairman of the Group Management Board, and The Hongkong and Shanghai Banking Corporation Limited.
Iain Mackay,   56
Group Finance Director
Appointed to the Board: December 2010
 
IAINMACKAY32EDIT.JPG
Skills and experience: Iain has extensive financial and international experience, having worked in London, Paris, the US, Africa and Asia. He joined HSBC in 2007 as Chief Financial Officer of HSBC North America Holdings Inc. Other former appointments include director of Hang Seng Bank Limited; Chief Financial Officer, HSBC Asia-Pacific. Before joining HSBC, Iain worked at General Electric (‘GE’), serving as Controller of its Global
 
Consumer Finance Unit, Chief Financial Officer of GE Consumer Finance Americas, and Chief Financial Officer of GE Healthcare – Global Diagnostic Imaging. Iain is a member of the Institute of Chartered Accountants of Scotland.
Current appointments include: Member of the Board of Trustees of the British Heart Foundation and chairman of its audit and risk committee. Iain is also an Independent Member of the Court of the University of Aberdeen.
Marc Moses,   60
Group Chief Risk Officer
Appointed to the Board: January 2014
 
MARCMOSES173EDITAPPROVED.JPG
Skills and experience: Marc joined HSBC in 2005 as Chief Financial and Risk Officer for Global Banking and Markets, and in December 2010 became Group Chief Risk Officer. He has extensive risk management and financial experience. Marc is a Fellow of the Institute of Chartered Accountants in England and Wales. He was European chief financial officer at J.P. Morgan and an audit partner at Price Waterhouse.
Independent non-executive Directors
Phillip Ameen,   69
Independent non-executive Director
Appointed to the Board: January 2015

 
PHILLIPAMEEN90EDIT.JPG
Member of the Group Audit Committee.
Skills and experience: Phillip has extensive financial and accounting experience. He served as Vice President, Comptroller, and Principal Accounting Officer of General Electric. Prior to that, he was a partner of KPMG. He also served on the International Financial Reporting Interpretations Committee of the International Accounting Standards Board, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board Emerging Issues Task Force.
Current appointments include: A non-executive director of HSBC North America Holdings Inc., HSBC Bank USA N.A., HSBC Finance Corporation and HSBC USA Inc.
Kathleen Casey,   51
Independent non-executive Director
Appointed to the Board: March 2014
 
KATHLEENCASEY187EDIT.JPG
Member of the Group Audit Committee and the Financial System Vulnerabilities Committee.
Skills and experience: Kathleen has extensive financial regulatory policy experience. She is a former Commissioner of the US Securities and Exchange Commission, and acted as its principal representative in multilateral and bilateral regulatory dialogues with the G-20 Financial Stability Board and the International Organisation of Securities Commissions. Other former appointments include Staff Director and Counsel to the United States Senate Committee on Banking, Housing, and Urban Affairs; Chair of the Alternative Investment Management

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Association; and Legislative Director and Chief of Staff for a US Senator.
Current appointments include: Senior adviser to Patomak Global Partners and to a number of public bodies in the US, and a member of the Board of Trustees of the Financial Accounting Foundation.
Laura Cha,   GBM, 68
Independent non-executive Director
Appointed to the Board: March 2011
 
LAURACHA279EDIT.JPG
Chairman of the Philanthropic & Community Investment Oversight Committee and member of the Conduct & Values Committee and the Nomination Committee.
Skills and experience: Laura has extensive regulatory and policy making experience in the finance and securities sector in Hong Kong and mainland China. She is the former Vice Chairman of the China Securities Regulatory Commission. Other former appointments include serving as a non-executive director of Bank of Communications Co., Limited; and Tata Consultancy Services Limited. She also served as Deputy Chairman of the Securities and Futures Commission in Hong Kong.
Current appointments include: A non-executive Deputy Chairman of The Hongkong and Shanghai Banking Corporation Limited, Chairman of Hong Kong’s Financial Services Development Council and a non-executive director of China Telecom Corporation Limited, Unilever PLC and Unilever N.V.
Henri de Castries,   63
Independent non-executive Director
Appointed to the Board: March 2016
 
HENRIDECASTRIES91EDIT.JPG
Member of the Group Remuneration Committee
Skills and experience: Henri has more than 25 years’ international experience in the financial services industry. He joined AXA in 1989 holding a number of senior roles, ultimately as Chairman and Chief Executive Officer of AXA SA until 1 September 2016.
Current appointments include: Chairman of Europe and Special Advisor of General Atlantic, Chairman of Institut Montaigne, a French think-tank; the lead independent director of Nestlé S.A. and a non-executive director of the French National Foundation for Political Science.
Lord Evans of Weardale,  60
Independent non-executive Director
Appointed to the Board: August 2013
 
LORDEVANS21EDIT.JPG
Chairman of the Financial System Vulnerabilities Committee, and member of the Conduct & Values Committee and the Philanthropic & Community Investment Oversight Committee.
Skills and experience: Jonathan has 30 years of experience in national security policy and operations. He was formerly Director General of the UK‘s Security Service (MI5) and had oversight of the Joint Terrorist Analysis Centre and the Centre for the
 
Protection of National Infrastructure, and attended the National Security Council.
Current appointments include: A non-executive director of Ark Data Centres and an adviser to various cybersecurity and technology companies.
Joachim Faber,   67
Independent non-executive Director
Appointed to the Board: March 2012
 
JOACHIMFABER9EDIT.JPG
Skills and experience: Joachim has extensive international experience in banking and asset management. He is a former Chief Executive Officer of Allianz Global Investors AG and a former member of the management board of Allianz SE. He spent 14 years with Citicorp, holding positions in Trading and Project Finance, and as Head of Capital Markets for Europe, North America and Japan. He was also Chairman of various Allianz subsidiaries. He was previously a member of the supervisory board and Chairman of the audit and risk committee of OSRAM Licht AG. He was also a member of the German Council for Sustainable Development and a member of the advisory board of the Siemens Group Pension Board.
Current appointments include: Chairman of the supervisory board of Deutsche Börse AG and the Shareholder Committee of Joh. A. Benckiser SARL, and a director of Coty Inc.
Irene Lee,   64
Independent non-executive Director
Appointed to the Board: July 2015
 
IRENELEE7EDIT.JPG
Skills and experience: Irene has more than 40 years’ finance industry experience, having held senior investment banking and fund management positions in the UK, the US and Australia, including positions at Citibank and the Commonwealth Bank of Australia. Other former appointments include serving as a member of the Advisory Council of J.P. Morgan Australia and the Australian Takeovers Panel.
Current appointments include: Executive Chairman of Hysan Development Company Limited and a non-executive director of The Hongkong and Shanghai Banking Corporation Limited, Hang Seng Bank Limited, Cathay Pacific Airways Limited and CLP Holdings Limited.
John Lipsky,   71
Independent non-executive Director
Appointed to the Board: March 2012
 
JOHNLIPSKY139EDIT.JPG
Member of the Group Risk Committee, the Nomination Committee and the Group Remuneration Committee.
Skills and experience: John worked for the International Monetary Fund (IMF) in Washington and Chile, for Salomon Brothers in New York and London, and for JP Morgan in New York. At JP Morgan, he was Vice Chair of the Investment Bank, and at the IMF he served as the First Deputy Managing Director – also serving pro tem as the Acting Managing Director. Other former appointments include Trustee of the Economic Club of New York, and Chairman of the World Economic Forum’s Global Agenda

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Council on the International Monetary System.
Current appointments include: Peterson Distinguished Scholar at the Kissinger Centre for Global Affairs of Johns Hopkins University‘s School of Advanced International Studies. He also serves as the Vice Chair of the National Bureau of Economic Research (NBER), and of the Centre for Global Development.
Heidi Miller,   64
Independent non-executive Director
Appointed to the Board: September 2014
 
HEIDIMILLER340EDIT.JPG
Member of the Group Risk Committee.
Skills and experience: Heidi is a former President of International at JP Morgan Chase, and was responsible for leading the global expansion and the international business strategy across its investment bank, asset management, and treasury and securities services divisions. She was also a non-executive director of Merck & Co., Inc. and Progressive Corp.; Executive Vice President and Chief Financial Officer of Bank One Corporation; Senior Executive Vice President of Priceline.com Inc.; and Executive Vice President and Chief Financial Officer of Citigroup Inc.
Current appointments include: Chairman of HSBC North American Holdings Inc., a non-executive director of First Data Corporation and General Mills Inc., and an advisory director of SRS Acquiom LLC.
David Nish,   57
Independent non-executive Director
Appointed to the Board: May 2016
 
DAVIDNISH145EDIT.JPG
Member of the Group Audit Committee and Group Remuneration Committee.
Skills and experience: David served as Chief Executive Officer of Standard Life plc between 2010 and 2015, having joined as Finance Director in 2006. Other former appointments include non-executive director of the UK Green Investment Bank plc, Group Finance Director of Scottish Power plc, non-executive director of HDFC Life (India) and partner of Price Waterhouse. He is a qualified chartered accountant.
Current appointments include: A non-executive director of Vodafone plc, London Stock Exchange Group plc and Zurich Insurance Group.
Jonathan Symonds,   CBE, 58
Independent non-executive Director
Appointed to the Board: April 2014
Senior Independent Director since April 2017
 
JONATHANSYMONDS202EDIT.JPG
Chairman of the Group Audit Committee and member of the Nomination Committee and the Conduct & Values Committee.
Skills and experience: Jonathan is a former Chief Financial Officer of Novartis AG and AstraZeneca plc. He was also a partner and Managing Director of Goldman Sachs, a partner of KPMG, and a non-executive director and chair of the Audit Committee of Diageo plc. He is a fellow of the Institute of Chartered Accountants in England and Wales.
 
Current appointments include: Chairman of HSBC Bank plc and Proteus Digital Health Inc., and a non-executive director of Genomics England Limited.
Jackson Tai,   67
Independent non-executive Director
Appointed to the Board: September 2016
 
JACKSONTAI83EDIT.JPG
Chairman of the Group Risk Committee and member of the Financial System Vulnerabilities Committee.
Skills and experience: Jackson was formerly Vice Chairman and Chief Executive of DBS Group and DBS Bank Ltd, having served the group as Chief Financial Officer and then as President and Chief Operating Officer. He previously worked at J.P. Morgan & Co. Incorporated as an investment banker in New York, Tokyo and San Francisco. Other former appointments include non-executive director of Bank of China Limited, Singapore Airlines, NYSE Euronext, ING Groep N.V., CapitaLand Ltd, SingTel Ltd. and Jones Lang LaSalle Inc. Jackson also served as Vice Chairman of Islamic Bank of Asia.
Current appointments include: Non-executive director of Eli Lilly and Company, Koninklijke Philips Electronics N.V., Mastercard Incorporated and the Canada Pension Plan Investment Board.
Pauline van der Meer Mohr,  57
Independent non-executive Director
Appointed to the Board: September 2015
PAULINEVANDERMEERMOHR288EDIT.JPG
Chairman of the Group Remuneration Committee and the Conduct & Values Committee and member of the Group Nomination Committee.
Skills and experience: Pauline has extensive legal and human resources experience across a number of different sectors, and contributed to the Dutch Banking Code Monitoring Commission. Former appointments include President of Erasmus University Rotterdam; Senior Executive Vice President and Head of Group Human Resources at ABN AMRO Bank NV; Group Human Resources Director at TNT NV; HR Director, Information Technology, Royal Dutch Shell Group; and Senior Legal Counsel, Shell International.
Current appointments include: Chair of the supervisory board of EY Netherlands and member of the supervisory boards of ASML Holding N.V. and Royal DSM N.V.
Group Company Secretary
Ben Mathews,  50
Group Company Secretary
 
BENMATHEWS279GREYEDITEDIT.JPG
Ben joined HSBC in June 2013 and became Group Company Secretary in July 2013. He is a Fellow of the Institute of Chartered Secretaries and Administrators. Former appointments include Group Company Secretary of Rio Tinto plc and of BG Group plc.

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Group Chief Executive Designate
John Flint,   49
Group Chief Executive Designate
 
JFLINT1PRINT6MB.JPG
John joined HSBC in 1989 and became a Group Managing Director in 2013. Former appointments include: a director of HSBC Private Banking Holdings (Suisse) SA, a director of HSBC Bank Canada, Chief of Staff to the Group Chief Executive and Group Head of Strategy and Planning, Chief Executive Officer HSBC Global Asset Management, Group Treasurer and Deputy Head of Global Markets. John was CEO, Retail Banking and Wealth Management until January 2018. John was appointed as a director of The HongKong and Shanghai Banking Corporation Limited on 16 January 2018 and will take over from Stuart Gulliver as Group Chief Executive on 21 February 2018.
Group Managing Directors
Elaine Arden,  49
Group Head of Human Resources
Elaine joined HSBC in June 2017 as Group Head of Human Resources. She has previously held senior human resources and employee relations roles in a number of other financial institutions. Elaine is a fellow of the Chartered Institute of Banking in Scotland and a member of the Chartered Institute of Personnel & Development.
Samir Assaf,  57
Chief Executive, Global Banking and Markets
Samir joined HSBC in 1994 and became a Group Managing Director in 2011. He is Chairman and a non-executive director of HSBC France; a director of HSBC Trinkaus & Burkhardt AG and The Saudi British Bank. Former appointments include: a director of HSBC Bank plc; HSBC Global Asset Management Limited and HSBC Bank Egypt S.A.E.; and Head of Global Markets for Europe, Middle East and Africa.
Colin Bell, 50
Group Head of Financial Crime Risk
Colin Bell joined HSBC in July 2016 and was appointed a Group Managing Director in March 2017. Colin previously worked at UBS, where he was Head of Compliance and Operational Risk Control. He has 10 years of experience in managing risk and financial crime, following 16 years in the British Army.
Peter Boyles,  62
Chief Executive Officer of Global Private Banking
Peter joined HSBC in 1975 and became a Group Managing Director in 2013. He is a director of HSBC Global Asset Management Limited and HSBC Private Bank (UK) Limited. Former appointments include: Chief Executive of HSBC France; a director of HSBC Bank plc, HSBC Bank Malta plc and HSBC Trinkaus & Burkhardt AG.
Patrick Burke,  56
President and Chief Executive Officer of HSBC USA
Patrick joined HSBC in 1989 and became a Group Managing Director in 2015. He is also an Executive Director, President and
 
CEO of HSBC North America Holdings Inc. and Chairman of HSBC Bank USA, N.A., HSBC Finance Corporation, HSBC USA Inc. and HSBC Global Asset Management (USA) Inc.
Pierre Goad,  56
Group Head of Global Communications
Pierre first joined HSBC in 2001. In 2010 he left and joined Zurich Insurance Group as Head of Communications. He rejoined HSBC in 2011 and became a Group Managing Director in 2015. He is a director of HSBC Bank Canada. Former appointments include: Global Co-Head of Communications; and Head of Corporate Development, Europe, Middle East and Global Businesses.
Pam Kaur,  54
Group Head of Internal Audit
Pam joined HSBC and became a Group Managing Director in 2013. She is a co-opted Council member of The Institute of Chartered Accountants in England and Wales. Former appointments include: Global Head of Group Audit for Deutsche Bank AG; Chief Financial Officer and Chief Operating Officer of the Restructuring and Risk Division, Royal Bank of Scotland Group plc; Group Head of Compliance and AML, Lloyds TSB; and Global Director of Compliance, Global Consumer Group, Citigroup .
Stuart Levey,  54
Chief Legal Officer
Stuart joined HSBC and became a Group Managing Director in 2012. Former appointments include: Under Secretary for Terrorism and Financial Intelligence in the US Department of the Treasury; Senior Fellow for National Security and Financial Integrity at the Council on Foreign Relations; Principal Associate Deputy Attorney General at the US Department of Justice; and a Partner at Miller, Cassidy, Larroca & Lewin LLP and at Baker Botts LLP.
Andy Maguire,  51
Group Chief Operating Officer
Andy joined HSBC in 2014 as Group Chief Operating Officer and became a Group Managing Director in 2015. He is Chairman of HSBC Global Services (UK) Limited and a director of HSBC Global Services Limited and HSBC Group Management Services Limited. He is formerly a Managing Partner (UK and Ireland) of the Boston Consulting Group.
Paulo Maia,  59
Chief Executive, Latin America
Paulo joined HSBC in 1993 and became a Group Managing Director on 1 February 2016. He is Chairman of Grupo Financiero HSBC Mexico S.A. de C.V., HSBC Argentina Holdings S.A. and a Director of HSBC North America Holdings Inc. Former appointments include: Chief Executive of HSBC Bank Canada and HSBC Bank Australia Limited.
Charlie Nunn,  46
Chief Executive Officer, Retail Banking and Wealth Management
Charlie joined HSBC in 2011 and became a Group Managing Director and CEO, Retail Banking and Wealth Management in January 2018. Charlie was previously Head of Group Retail Banking and Wealth Management, leading the teams supporting HSBC’s Retail and Wealth businesses globally. Prior to this, he was Group Head of Wealth Management and before that Global Chief Operating Officer for Retail Banking and Wealth Management. Charlie has extensive financial services experience and was formerly a Partner at Accenture and a Senior Partner at McKinsey & Co.

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Noel Quinn,  56
Chief Executive, Global Commercial Banking
Noel joined HSBC in 1992 when the Group acquired Midland Bank and became a Group Managing Director on 1 September 2016. Former appointments include: Head of Specialised and Equity Finance, Director of Strategy & Development for Commercial Banking, Head of Commercial Finance Europe, Head of Commercial Banking UK and Head of Commercial Banking Asia.
Antonio Simoes,  42
Chief Executive, HSBC Bank plc
Antonio joined HSBC in 2007 and became a Group Managing Director on 1 February 2016. He is a director of HSBC Bank plc and HSBC France. Former appointments include: Chief Executive of HSBC UK; Head of Retail Banking and Wealth Management, Europe; and Chief of Staff to the Group Chief Executive and Group Head of Strategy and Planning‎. Antonio was also formerly the Chairman of the Practitioner Panel of the FCA, a Partner of McKinsey & Company and an Associate at Goldman Sachs.
Peter Wong,  66
Deputy Chairman and Chief Executive,
The Hongkong and Shanghai Banking Corporation Limited
Peter joined HSBC in 2005 and became a Group Managing Director in 2010. He is Chairman and non-executive Director of HSBC Bank (China) Company Limited and a non-executive director of Hang Seng Bank Limited and HSBC Bank Malaysia Berhad. He is also non-executive Vice Chairman of Bank of Communications Co., Limited and an independent non-executive Director of Cathay Pacific Airways Limited. Other appointments include President of the Hong Kong Institute of Bankers, Vice Chairman of the Hong Kong General Chamber of Commerce and First Vice President, Board Member and Chairman of the Executive Committee and Nominating Committee of The Community Chest of Hong Kong.
Board of Directors
Appointment, retirement and re-election of Directors
Appointments to the Board are made on merit and candidates are considered against objective criteria, having due regard to the benefits of the diversity of the Board. A rigorous selection process is followed in relation to the appointment of Directors and certain specified senior appointments. For further details on the appointments made in 2017 please refer to the report of the Nomination Committee.
The number of Directors must not be less than five nor exceed 25. The Board may at any time appoint any person as a Director, either to fill a vacancy or as an addition to the existing Board. The Board may appoint any Director to hold any employment or executive office and may revoke or terminate any such appointment. Shareholders may, by ordinary resolution, appoint a person as a Director or remove any Director before the expiration of his or her period of office.
Newly appointed Directors retire at the Annual General Meeting (‘AGM’) following appointment and are eligible for election. Directors are nominated for annual re-election by shareholders subject to continued satisfactory performance based upon an assessment by the Group Chairman and the Nomination Committee.
Non-executive Directors are appointed for an initial three-year term and, subject to re-election by shareholders at each AGM, are typically expected to serve two three-year terms. The Board may invite a Director to serve additional periods. Any term beyond six years is subject to particularly rigorous review.
The terms and conditions of appointment of non-executive Directors are set out in a letter of appointment, which includes the expectations of them and the time estimated to meet their
 
commitment to the Group. The current anticipated minimum time commitment, which is subject to periodic review, is around 30 days per year. Non-executive Directors are also advised that the time they need to devote to the Group may be considerably more if they serve on Board Committees or as other matters require. All non-executive Directors have confirmed they can meet this requirement, taking into account any other commitments they have at the time of appointment, and, in practice, most devote considerably more time.
During their term of appointment, non-executive Directors are expected to consult the Group Chairman or the Group Company Secretary if they are considering whether to accept or vary any commitments outside the Group. The agreement of the Group Chairman is required if any additional or changed commitment might affect the time that a Director is able to devote to his or her role with the Group.
Letters setting out the terms of appointment of each non-executive Director are available for inspection at the registered office of HSBC Holdings.
The Board diversity policy is available at www.hsbc.com/ investor- relations/governance/corporate-governance-codes.
Induction
Formal induction programmes are arranged for newly appointed Directors, based on the individual’s needs, skills and experience. Typically, these consist of a series of meetings with other Directors and senior executives, as well as local site visits, to provide familiarity with the business. Directors also receive comprehensive guidance from the Group Company Secretary on the Group’s governance framework and associated policies, as well as their duties as Directors on the Board.
Conflicts of interest, indemnification of Directors and contracts of significance
The Board has established a policy and procedures relating to Directors’ conflicts of interest. Where conflicts of interest arise, the Board has the power to authorise them. A review of those conflicts which have been authorised, and the terms of those authorisations, is undertaken by the Board annually.
The Articles of Association contain a qualifying third-party indemnity provision which entitles Directors and other Officers to be indemnified out of the assets of HSBC Holdings against claims from third parties in respect of certain liabilities. All Directors have the benefit of directors’ and officers’ liability insurance.
None of the Directors had, during the year, a material interest, directly or indirectly, in any contract of significance with any HSBC company. Each Director is routinely reminded of their obligations in respect of transacting in HSBC Group securities and has confirmed that he or she has complied with regulatory requirements.
Training and development
Training and development is provided for each Director supported by the Group Company Secretary. Non-executive Directors develop and refresh their skills and knowledge through day-to-day interactions and briefings with senior management of the Group’s businesses and functions. During the year, all Directors were provided with training on MiFID 2, anti-money laundering, anti-bribery and corruption, embedding good conduct, protecting information and sanctions.
A two-day forum for all of the Group’s non-executive Directors was held during the year. Awareness and discussion sessions were conducted by senior executives and subject matter experts on emerging technologies, financial crime compliance, culture and conduct and business developments.
Jonathan Symonds, Chair of the Group Audit Committee (‘GAC’), and Jackson Tai, Chair of the GRC, hosted a separate forum for the chairs of the Group's subsidiary audit and risk committees.
In addition, non-executive Directors sitting on risk and audit committees across the Group received training on IFRS 9.

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Shareholder engagement
Communication with shareholders is given high priority by the Board. Extensive information about HSBC and its activities is provided to shareholders in its Annual Report and Accounts , the Strategic Report and the Interim Report as well as at www.hsbc.com.
To complement these publications, there is regular dialogue with institutional investors. Enquiries from individuals on matters relating to their shareholdings and HSBC’s business are welcomed.
Directors are encouraged to develop an understanding of the views of major shareholders.
As SID, Jonathan Symonds is available to shareholders if they have concerns that cannot be resolved or for which the normal channels would be inappropriate. He may be contacted via the Group Company Secretary at 8 Canada Square, London E14 5HQ.
The AGM and other general meetings
The 2018 AGM will be held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Friday 20 April at 11.00am and a live webcast will be available on www.hsbc.com. A recording of the proceedings will be available on www.hsbc.com shortly after the conclusion of the AGM until 20 May 2018. Shareholders are encouraged to attend the meeting. Shareholders may send enquiries to the Board in writing via the Group Company Secretary, HSBC Holdings plc, 8 Canada Square, London E14 5HQ or by sending an email to shareholderquestions@hsbc.com.
Shareholders may require the Directors to call a general meeting other than an AGM as provided by the UK Companies Act 2006. Requests to call a general meeting may be made by members representing at least 5% of the paid-up capital of HSBC Holdings that carries the right of voting at its general meetings (excluding any paid-up capital held as treasury shares). A request must state the general nature of the business to be dealt with at the meeting and may include the text of a resolution that may properly be moved and is intended to be moved at the meeting. A request may be in hard copy form or in electronic form and must be authenticated by the person or persons making it. A request may be made in writing to HSBC Holdings at its UK address, referred to in the paragraph above or by sending an email to shareholderquestions@hsbc.com. At any general meeting convened on such request, no business shall be transacted except that stated by the requisition or proposed by the Board.

 
Board Committees
The Board has seven standing committees and a Chairman’s Committee. In the case of the FSVC and the Philanthropic & Community Investment Oversight Committee, membership includes co-opted non-Director members as well as non-executive Directors.
The Chairs of each Committee report matters of significance to the Board after each meeting and the minutes of the meetings are made available to all Board members.
The detailed roles and responsibilities of each Committee are set out in its terms of reference, which can be found on the website at www.hsbc.com/about-hsbc/corporate-governance/board-committees.
Interaction with principal subsidiaries
The Board manages relationships with the regions through seven principal subsidiary companies. There are close interactions between the subsidiary boards and the Group Board and their respective committees, including the sharing of minutes and a requirement for certain appointments to subsidiary boards to be approved by the Group Board.
As explained in more detail in the reports of the GAC and the GRC on pages 173 and 175 , this interaction is reinforced through an Audit and Risk Committee Chairs' Forum. The Chairs of the subsidiary audit and risk committees globally are invited to attend the forum to raise and discuss current and future global risk and audit issues.
Board members are encouraged to, and do, make visits to the regions and attend principal subsidiary meetings as guests. Similarly, directors from the regions regularly are invited to attend committee meetings at a Group level.
The GAC and GRC make a number of recommendations to the Board in relation to the preparation of the financial statements which are supported by certificates from the principal subsidiaries.
Whistleblowing
The GAC and the CVC are responsible for reviewing the Group’s whistleblowing procedures and receive regular updates on relevant concerns raised under these procedures, together with management actions taken in response.
Committee effectiveness
The effectiveness of the Committees is evaluated as part of the overall performance evaluation of the Board and through annual effectiveness reviews at a Committee level. In addition, the Committees review the papers and the effectiveness of each meeting as a standing agenda item to ensure that they continue to be effective, challenging and well-managed, and review a rolling planner of proposed committee business.

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2017 Board and Committee attendance
 
AGM

Board*

Group Audit
Committee

Group Risk
Committee

Group
Remuneration
Committee

Nomination
Committee

Financial
System
Vulnerabilities
Committee

Conduct &
Values
Committee

Philanthropic & Community Investment
Oversight Committee

Number of meetings held*
1

8

8

7

7

7

7

6

3

Group Chairman
 
 
 
 
 
 
 
 
 
Mark Tucker 1
n/a

3/3




2/2




Douglas Flint 2
1

6/6








Executive Directors
 
 
 
 
 
 
 
 
 
Stuart Gulliver
1

8








Iain Mackay
1

8








Marc Moses
1

8








Non-executive Directors
 
 
 
 
 
 
 
 
 
Phillip Ameen
1

8

8







Kathleen Casey
1

8

8




7



Laura Cha
1

7




7


6

3

Henri de Castries 3
1

6



4/4





Lord Evans of Weardale
1

7





7

6

3

Joachim Faber 4
1

8


6






Sam Laidlaw 5
1

3/3



2/2

2/2




Irene Lee
1

8








John Lipsky
1

8


7

7

7




Rachel Lomax 6
1

3/3


3/3


2/2


2/2


Heidi Miller
1

8


7






David Nish 7
1

6

8


4/4





Jonathan Symonds 8
1

8

8



5/5


5


Jackson Tai
1

7


7



7



Pauline van der Meer Mohr
1

8



7

6


6


Paul Walsh 9

2/2



0/1

0/1




*Board meetings in 2017 were held in London, New York and Hong Kong. In addition to the Board meetings listed there were also Chairman’s Committee meetings held in 2017.
1
Appointed to the Board and as Chair of the Nomination Committee on 1 September 2017. Appointed as Group Chairman on 1 October 2017.
2
Resigned from the Board 30 September 2017.
3
Appointed to the Group Remuneration Committee 26 May 2017
4
Stepped down from the Group Risk Committee 30 November 2017.
5
Resigned from the Board 28 April 2017.
6
Resigned from the Board 28 April 2017.
7
Appointed to the Group Remuneration Committee 26 May 2017.
8
Appointed as interim Chair of the Nomination Committee from 28 April 2017 to 1 September 2017. Appointed as Senior Independent Director on 28 April 2017.
9
Resigned from the Board 21 April 2017.
Group Audit Committee
Members
Jonathan Symonds (Chairman)
Phillip Ameen
Kathleen Casey
David Nish
Role and responsibilities
The GAC has non-executive responsibility for reviewing matters relating to financial reporting, including Pillar 3 disclosures, and the effectiveness of internal financial control systems. The Committee also safeguards the independence of the Group Internal Audit function and oversees its performance.
Governance
The Group Finance Director, Group Chief Accounting Officer, Group Head of Internal Audit, Group Financial Controller and other members of senior management routinely attend meetings of the GAC. The external auditor also attended all meetings. The Chairman of the GAC had regular meetings with management to discuss agenda planning and specific issues as they arose during the year.
How the Committee discharges its responsibilities
Financial reporting
The GAC reviews HSBC’s financial and reporting judgements and their application to the Group’s financial reporting, including Pillar 3 disclosures, Costs to Achieve and significant items. It also
 

reviews presentations to external analysts including the key financial metrics relating to HSBC’s strategic actions.
The GAC assesses the adequacy of resources of the accounting and financial reporting function. It also monitors the legal and regulatory environment relevant to its responsibilities.
Linkages with principal subsidiary audit committees
The GAC maintains links with the audit committees of The Hong Kong and Shanghai Banking Corporation, HSBC North America Holdings Inc., HSBC Bank Canada, HSBC Bank plc, HSBC Latin America Holdings (UK) Limited, HSBC Bank Middle East Limited and HSBC Private Banking Holdings (Suisse) SA (‘the Principal Subsidiaries’).
During the year, in addition to the annual Audit and Risk Committee Chairs‘ Forum, the Chairman attended an audit committee meeting of The Hongkong and Shanghai Banking Corporation to discuss key judgements made in the Bank of Communications impairment assessment.
Any new appointments to the audit committees of the Principal Subsidiaries are also reviewed by the GAC. The GAC Chairman meets with any proposed new chairs of the Principal Subsidiary audit committees.
Internal controls
The GAC assesses the effectiveness of the internal control system for financial reporting and any developments affecting it in support of the Board’s assessment of internal control over financial reporting in accordance with section 404 of the Sarbanes-Oxley Act.

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The GAC has received confirmation that executive management has taken or is taking the necessary actions to remedy any failings or weaknesses identified through the operation of the Group's framework of controls.
Further detail of how the Board reviews the effectiveness of key aspects of internal control can be found on page 178 .
External audit
The GAC reviews the external auditor’s approach, strategy for the annual audit and audit findings.
All non-audit services provided by the external auditor are pre-approved by the GAC in accordance with the auditor independence policy to ensure that services do not create a conflict. Details of the significant engagements for non-audit services are contained in Note 6 .
A policy is in place and monitored by the GAC on hiring employees or former employees of the external auditor.
The GAC regularly meets privately with the external auditor and the GAC Chairman maintains regular contact with the audit partner throughout the year.
Fees payable to PwC for the year ended 31 December 2017 totalled $129.7m, of which $44.9m or 34.6% was payable in respect of non-audit services. A further breakdown of the fees paid to the auditors for each of the last three financial years can be found in Note 6 on the Financial Statements.
The GAC reviewed the findings of the Financial Reporting Council's audit quality review carried out on the 2016 audit and endorsed PwC's proposed action plan in response.
The GAC considered PwC to be independent and PwC, in accordance with professional ethical standards, provided the GAC with written confirmation of its independence for the duration of 2017.
The GAC has therefore recommended to the Board that PwC be reappointed as auditor. Resolutions concerning the reappointment of PwC and their audit fee for 2018 will be proposed to shareholders at the 2018 AGM.
Internal Audit
The GAC approves Internal Audit’s annual plan, resource and budget, and reviews the performance and effectiveness of the Group Head of Internal Audit. The Group Head of Internal Audit reports to the Chairman of the GAC and administratively to the Group Chief Executive. The Committee regularly meets with the Group Head of Internal Audit without other management present.
Compliance with Regulatory Requirements
The Board is satisfied that each member of the GAC is independent according to SEC criteria, may be regarded as audit committee financial experts for the purposes of section 407 of the Sarbanes-Oxley Act and has recent and relevant financial experience for the purposes of the UK and Hong Kong Corporate Governance Codes.
 
The Committee has complied with the relevant parts of the Competition and Markets Authority Final Order on the statutory audit market for the year ended 31 December 2017.
Principal activities and significant issues considered during 2017
Internal control framework
The GAC continued to monitor the progress being made to upgrade entity level controls. During 2017, the GAC undertook a series of deep dives to monitor the remediation of identified control deficiencies, noting that good progress was made during the year. The GAC continued to monitor the remediation of controls over access management in IT.
IFRS 9 implementation
The GAC continued to receive detailed presentations and updates from management on the Group’s readiness to implement IFRS 9 and considered the possible commercial impact of IFRS 9 on the global businesses.
Bank of Communications (‘BoCom’)
The GAC received regular updates on the assumptions underpinning the valuation of BoCom. It monitored indicators
of impairment, both macro and BoCom specific, and reviewed
the results of the impairment assessments carried out by management.
Resolution planning
The Group is required to have in place a Group Recovery Plan that sets out recovery options to be initiated in the event of the Group coming under severe financial stress. During 2017, the GAC received updates on the structure of the Group Recovery Plan. The GAC considered the Group Recovery Plan and its integration with the Group’s Risk Management Framework.
Establishment of the ring-fenced bank
Progress on the establishment of HSBC UK, the ring-fenced bank, was monitored by the GAC during 2017. The GAC considered the accounting judgements in relation to the creation of HSBC UK.
Internal Audit
The GAC concluded that the Internal Audit function remained effective.
External auditor
During the year, the Committee assesses the effectiveness of PwC as the Group’s external auditor, using a questionnaire which focuses on the overall audit process, its effectiveness and the quality of output.
Changing regulatory landscape
The GAC received briefings on the significant forthcoming changes in the regulatory landscape. Plans around the implementation of IFRS 9 were reviewed.

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Significant accounting judgements considered during 2017 included:
Key area
Action taken
Expected impact of IFRS 9
Since 2014, the GAC has considered the progress of the project to implement IFRS 9 and the key judgements related to its implementation, including the expected impacts disclosed and the approach to transition disclosures. Topics addressed include: the approach to the incorporation of forward economic guidance for expected credit losses (ECL) and the economic scenarios to be applied at 1 January 2018, the operating model and approach to governance of ECL, impact assessments and dry runs including key learnings and how these issues are being addressed, expected commercial impacts of ECL and status updates on implementation challenges to systems and governance processes.
Bank of Communications Co., Limited (‘BoCom’) impairment testing

During the year, the GAC considered the regular impairment reviews of HSBC’s investment in BoCom. The GAC reviewed a number of aspects of management’s work in this area, including the sensitivity of the result of the impairment review to estimates and assumptions of projected future cash flows. The audit committee considered the model’s sensitivity to long-term assumptions including the continued appropriateness of the discount rate.

Appropriateness of provisioning for legal proceedings and regulatory matters
The GAC received reports from management on the recognition and amounts of provisions, as well as the existence of contingent liabilities for legal proceedings and regulatory matters. Specific matters addressed included accounting judgements in relation to provisions and contingent liabilities arising out of: (a) investigations by regulators and competition and law enforcement authorities around the world into trading on the foreign exchange markets; (b) investigations of HSBC’s Swiss Private Bank by a number of tax administration, regulatory and law enforcement authorities; and (c) investigations into historical sales of US mortgage securitisations by The United States Attorney for the District of Colorado for potential violations of The Financial Industry Reform, Recovery and Enforcement Act of 1989, 12 U.S.C. § 1833a.

Quarterly and annual reporting
The GAC considered key judgements in relation to quarterly and annual reporting. It reviewed draft presentations to external analysts and key financial metrics included in HSBC’s strategic actions.

Loan impairment,
allowances and charges
The GAC considered loan impairment allowances for personal and wholesale lending. For personal lending this included a review of the adequacy of and movement in collective impairment allowances, and consideration of portfolio-specific characteristics. For wholesale lending, the GAC considered management’s key judgements used to establish the appropriate level of individual allowances on material individually assessed cases and whether management overlays were appropriate on collective allowances. Specific attention was applied to credit risk in the UK and the implications of Brexit from a credit perspective.

Valuation of financial instruments
The GAC considered the key valuation metrics and judgements involved in the determination of the fair value of financial instruments. The GAC considered the valuation control framework, valuation metrics, significant year-end judgements and emerging valuation topics.
Viability statement
Under the obligations of the UK Corporate Governance Code the Directors have carried out a robust assessment of the principal risks for the Group and parent company. The GAC has considered the Directors‘ judgement in concluding that the Group and parent company will be able to continue in operation and meet liabilities as they fall due, and that it is appropriate that the viability statement covers a period of three years.
Goodwill impairment testing
The GAC noted that no impairment was identified as a result of the annual goodwill impairment test and subsequent review for any impairment indicators. Following the full impairment of GPB Europe goodwill in 2016 along with an improved performance outlook for RBWM Europe, there are no longer any CGUs considered sensitive to key assumptions.
Tax-related judgements
The GAC considered the recoverability of deferred tax assets, in particular in the US. The committee also considered management’s judgements relating to the tax indemnity agreed to by HSBC as part of the sale of its Brazilian operations in 2016. This includes consideration of the key inputs and assumptions used to estimate any obligation under the indemnity.
UK customer remediation
The GAC considered the provisions for redress for mis-selling of payment protection insurance (‘PPI’) policies in the UK and the associated redress on PPI commissions earned under certain criteria, including management’s judgements regarding the effect of the time-bar for claims ending August 2019. In addition, the GAC monitored progress on the remediation of operational processes and associated customer redress.

Group Risk Committee
Members
Jackson Tai (appointed Chairman effective from 25 April 2017)
Joachim Faber ( stepped down as Chairman effective 25 April 2017 and resigned on 30 November 2017 )
John Lipsky
Heidi Miller
Rachel Lomax (resigned on 28 April 2017)
Role and responsibilities
The GRC has non-executive responsibility for the oversight of enterprise risk management, risk governance and internal control systems (other than internal financial control systems, which are overseen by the GAC). In forming a holistic view of risk, the GRC is supported by the FSVC and CVC, which are the Board committees responsible for overseeing risks relating to financial crime, cyber-crime and information security, anti-bribery and corruption, and for culture and conduct respectively. These two committees escalate and report second order risks to the GRC. Appropriate linkages and information flows between these three committees are further enhanced by cross membership and close engagement of the members and the committee attendees.
Governance
In carrying out its responsibilities, the GRC is closely supported by the Group Chief Risk Officer, Group Finance Director, Group Head of Internal Audit, Group Financial Controller, Global Head of Regulatory Compliance and Global Head of Risk Strategy, who all
 

regularly attend GRC meetings in order to contribute to discussions relating to their areas of expertise.
The GRC works closely with the GAC to ensure there are no gaps, that any areas of significant overlap are appropriately addressed and to improve inter-committee communication. The chairmen of both these committees engage on the agendas of each other’s committee meetings and attend as guests as appropriate. This further enhances the linkages and the flows of information between the GRC and GAC.
The GRC meets with the Group Chief Risk Officer and, separately, with the Group Head of Internal Audit and external auditors without management present at the majority of its meetings.
How the Committee discharges its responsibilities
At each meeting, the GRC reviews the Group Risk Profile report which identifies the key issues and common themes arising from the Group’s enterprise risk reports. This report includes a synthesised view of the Group’s risk appetite statement, top and emerging risks and the Group risk map. It clearly sets out which Board committee has accountability for the monitoring and oversight of each risk and issue and identifies any areas where management is required to assess vulnerabilities via stress testing.
Page 95 provides further information on the top and emerging risks, the risk map and the risk appetite for the Group. The GRC receives presentations on a range of topics, including stress testing and briefings on developments in its principal markets. In addition, the GRC requests reports and updates from management on risk-related issues for in-depth consideration and receives regular reports on matters discussed at the Risk Management Meeting of the Group Management Board.

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The GRC reviews any revisions to the Group risk appetite statement (‘RAS’) bi-annually and any proposed changes are recommended to the Board. It reviews management’s assessment of risk and provides scrutiny of management’s proposed mitigating actions.
The GRC programmes forward-looking and thematic agendas which are supported by input from all three lines of defence within the global businesses and regions. The Committee also conducts deep dives on the risk implications of strategic matters, risks specific to regions, significant projects and key topical risks that are identified during the GRC’s deliberations and discussion. By extending invitations to the chairmen of principal subsidiary risk
 
committees to participate in GRC meetings and thematic reviews, receiving regional updates and conducting holistic deep dives and sharing GRC highlights with the subsidiaries, the GRC has further enhanced its connectivity and linkages with the principal subsidiary risk committees.
During 2017, the GRC has provided challenge and review to the Group’s regulatory submissions relating to capital management and liquidity adequacy assessments. It has continued to maintain oversight of the Group’s regulatory and internal stress testing programmes with specific review and challenge of the design, key assumptions and outcomes of the principal tests conducted.
Principal activities and significant issues considered during 2017

 
 
The Group risk appetite statement (‘RAS’) and monitoring of the Group risk profile against the RAS

Following its bi-annual reviews, the GRC did not recommend any material changes to the overall level of Risk Appetite in 2017. The GRC expanded its focus on non-financial risk and significant work was undertaken to define forward-looking exposure based on metrics taking into account the inherent level of risk as well as the performance of our control environment.

Capital and liquidity
The GRC has fully engaged management in evaluating and challenging the Group’s liquidity and funding risk appetite and the effectiveness of the liquidity and funding risk framework. The GRC continued to review the Group’s approach to capital planning to ensure it is comprehensive, rigorous and forward looking. The GRC reviewed and challenged both the Group Individual Liquidity Adequacy Assessment Process and Internal Capital Adequacy Assessment.
Stress testing
The GRC conducted a comprehensive review and challenge of the scenarios and approach to the PRA stress tests and reviewed the results of both the Annual Cyclical Scenario and Biennial Exploratory Scenario stress tests. The GRC continued to review and oversee the regulatory and internal global stress testing programmes throughout the year.
Execution risk
Regular reports were received from the Group Chief Operating Officer, who updated each meeting on the progress and status of the Group’s highest-priority change and transformation programmes and mitigating measures being introduced to manage the identified risks appropriately.
The GRC placed priority on monitoring and challenging management’s assessment of execution risk and corresponding mitigating actions, as evidenced by thematic reviews on the execution risks at launch of our required ringfencing in the UK, on the progress of remediating high residual risks in non-financial risks, and the implications of economic growth rates for our China strategy.


Internal control and risk management
The GRC reviewed the Group’s risk management framework and system of internal control (other than internal financial control systems, which were covered by the GAC) and the developments affecting them over the course of 2017, as part of the Board’s assessment of internal control.
Deep dive reviews
The GRC conducted in-depth reviews of the risk implications relating to the Group’s approach to model risk, to changes in economic growth rate assumptions for the Group’s China strategy as well as execution risks arising from required ringfencing in the UK. The GRC also examined the Group’s management of its non-financial risks, including its ability to remediate high residual risks.

Connectivity between the GRC and Subsidiary Risk Committees
The GRC has enhanced the connectivity and flow of information both to and from the Subsidiary Risk Committees during 2017. There has been more focused participation by the principal Subsidiary Risk Committee chairmen at GRC meetings. In addition, the GRC Chairman has attended risk committee meetings in Latin America, Europe, Middle East and Asia Pacific regions. The linkages with the Group and subsidiaries was further strengthened at the annual Non-Executive Director and Subsidiary Audit and Risk Committee Chairmen’s Forum held in Hong Kong.

Committee effectiveness
The GRC Chairman has addressed the actions agreed at the beginning of the year arising from an external independent effectiveness review conducted at the end of 2016.

Financial System Vulnerabilities Committee
Members
Lord Evans of Weardale (Chairman)
Kathleen Casey
Jackson Tai
Michael Burgess (non-Director member) (appointed on
1 September 2017 and resigned on 11 December 2017)
Nick Fishwick, CMG (non-Director member)
Dave Hartnett, CB (non-Director member)
Lord Hogan-Howe (non-Director member) (appointed on
1 September 2017)
William Hughes, CBE QPM (non-Director member) (resigned on
30 June 2017)
David Irvine (non-Director member)
Clovis Meath Baker (non-Director member) (appointed on
1 September 2017)
Nehchal Sandhu (non-Director member)

 

Leonard Schrank (non-Director member) (resigned on 30 June 2017)
Sir William Patey (non-Director member) (resigned on 30 June 2017)
John Raine (non-Director member) (appointed on 1 September 2017)
The Honourable Juan Zarate (non-Director member)
The eight non-Director members support the Committee’s work and between them have extensive experience in geopolitical risk, financial crime risk, international security, cybersecurity and law enforcement matters.
Role and responsibilities
The Committee has non-executive responsibility for the oversight of matters related to financial crime and system abuse, in particular anti-money laundering, sanctions, terrorist financing and proliferation financing, anti-bribery and corruption and cybersecurity. It is also responsible for monitoring, reviewing and advising the Board on the effectiveness of the policies and procedures established by management to ensure that HSBC meets its obligations to regulatory and law enforcement agencies.

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Principal activities and significant issues considered during 2017
Financial crime
The Committee monitored the Group’s progress on the implementation of its Glo bal Standards programme, and reviewed and discussed findings from country visits conducted by the Monitor.
Anti-bribery and corruption
The Committee reviewed the activities underway to address key bribery and corruption risks and management’s progress with the implementation of a more robust anti-bribery and corruption compliance framework.
Engaging with the Monitor
The Committee was responsible for liaising with the Monitor to ensure his recommendations were acted on.
The information security environment and cybersecurity risk
The Committee reviewed HSBC’s progress towards improving the Group’s cybersecurity and the actions being taken to mitigate exposure to cyber-risk. It also monitored significant developments in the information security environment and progress delivering strategic financial crime risk management IT solutions.
Conduct & Values Committee
Members
Pauline van der Meer Mohr (Chair)
Laura Cha
Lord Evans of Weardale
Rachel Lomax (resigned on 28 April 2017)
Jonathan Symonds
Role and responsibilities
The Committee has non-executive responsibility for oversight of culture and conduct risk. It is responsible for the Group’s policies, procedures and standards and ensuring that the Group conducts business responsibly and consistently adheres to the HSBC Values. The CVC is also responsible for Group policies and procedures for capturing and responding to whistleblowing reports. The CVC reports to the GAC where necessary in relation to allegations relating to accounting, internal controls over financial reporting or audit matters.
Principal activities and significant issues considered during 2017
Conduct
The Committee reviewed the Group’s conduct approach and
how effectively global programmes were being implemented throughout the organisation. Deep dives were undertaken on the Singapore, China and Middle East operations and the Global Businesses to determine how effectively the conduct programme was embedding.
Sustainability
The Committee was responsible for reviewing how effectively the Group sought to satisfy itself that it was meeting its sustainability commitments.
Diversity
The Committee monitored the Group’s refreshed approach to Diversity and Inclusion and the updating of the Group Diversity and Inclusion Policy.
Further information, including the Group's Statements on Conduct, the Group Diversity and Inclusion Policy and the Statement on Modern Slavery and Human Trafficking can be found at www.hsbc.com/our-approach/measuring-our-impact.

 
Group Remuneration Committee
Members
Pauline van der Meer Mohr (Chair)
Henri de Castries (appointed on 26 May 2017)
Sam Laidlaw (resigned on 28 April 2017)
John Lipsky
David Nish (appointed on 26 May 2017)
Paul Walsh (resigned on 21 April 2017)
Role and responsibilities
The Committee is responsible for setting the overarching principles, parameters and governance framework of the Group’s remuneration policy, and the remuneration of executive Directors and other senior Group employees. The Committee regularly reviews the Group’s remuneration policy in the context of consistent and effective risk management, and the regulatory requirements of multiple jurisdictions. No Directors are involved in deciding their own remuneration.
A full report on the role and activities of the Committee is set out on pages 186 to 209 .
Nomination Committee
Members
Mark Tucker (Chairman – appointed on 1 September 2017)
Laura Cha
Sam Laidlaw (resigned on 28 April 2017)
John Lipsky
Rachel Lomax (resigned on 28 April 2017)
Pauline van der Meer Mohr
Jonathan Symonds (appointed as interim Chair from 28 April 2017 to 1 September 2017)
Paul Walsh (resigned on 21 April 2017)
Role and responsibilities
The Committee leads the Board appointment process, agrees the criteria for any appointments and engages independent external search consultants, as required. At the conclusion of this process, the Committee will nominate potential candidates for appointment to the Board. It is also responsible for succession planning for both senior executive roles, as well as executive and non-executive Directors, and for determining the membership of Board committees.
In the exercise of its responsibilities, the Committee regularly reviews the Board’s structure, size and composition, including skills, knowledge, experience, independence and diversity.
Principal activities and significant issues considered during 2017
Succession planning
In 2016, a committee was established with specific responsibility for succession planning for the Group Chairman. The process was led by the Chairman of the Nomination Committee at the time, Sam Laidlaw, and the Senior Independent Director, Rachel Lomax. The committee, comprising all members of the Nomination Committee, including the chairs of the other principal Board committees, was assisted and advised by independent external search consultants. This process culminated on 12 March 2017 following a recommendation from the committee, and unanimous endorsement by the Board, with the announcement that Mark Tucker would be appointed as the new Group Chairman, with effect from 1 October 2017.
During 2017, the Nomination Committee led the succession process for the Group Chief Executive Officer. The Committee, chaired by Jonathan Symonds on an interim basis from April 2017

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(pending the appointment of Mark Tucker as Chair of this Committee on 1 September) included Jonathan Evans, Jackson Tai, Heidi Miller, David Nish and Joachim Faber, and led the succession process for the Group Chief Executive Officer. The process involved the engagement of independent external search consultants to advise on, and support, the Committee. It culminated in a recommendation from the Committee and unanimous support from the Board with an announcement made on 12 October 2017 that John Flint would be appointed as successor to Stuart Gulliver, to take effect from 21 February 2018.
Diversity
The Committee took responsibility for the implementation of the Board’s diversity policy against two objectives: at least 30% of candidates being women, and only using external search consultants signed up to the Voluntary Code of Conduct for Executive Search Firms.
Philanthropic & Community Investment
Oversight Committee
Members
Laura Cha (Chair)
Lord Evans of Weardale
Sir Malcolm Grant (non-Director member)
Stephen Moss (non-Director member)
Lord Janvrin (non-Director member)
Role and responsibilities
The Committee has non-executive responsibility for HSBC’s philanthropic and community investment activities in support of the Group’s corporate sustainability objectives. The Committee oversees activity including both the Group’s monetary contributions and employee volunteering.
Principal activities and significant issues considered during 2017
Charitable giving
The Committee was responsible for reviewing the Group’s risk appetite for charitable donations, the budgets for future years and long-term committed funds.
Community investment
During the year, the Committee reviewed and endorsed the Group’s annual community investment budget and the proposed allocation of this budget across agreed sustainability themes.
Chairman’s Committee
The Chairman’s Committee acts on behalf of the Board between scheduled Board meetings to facilitate ad hoc and other business requiring Board approval. It meets when necessary, with the required number of attendees determined by the nature of the proposed business to be discussed, as set out in its terms of reference.
Internal control
The Board is responsible for maintaining and reviewing the effectiveness of risk management and internal control systems, and for determining the aggregate level and types of risks the Group is willing to take in achieving its strategic objectives.
To meet this requirement and to discharge its obligations under the FCA Handbook and the PRA Handbook, procedures have been designed for safeguarding assets against unauthorised use or disposal; for maintaining proper accounting records; and for ensuring the reliability and usefulness of financial information used within the business or for publication.
These procedures can only provide reasonable assurance against material mis-statement, errors, losses or fraud. They are designed to provide effective internal control within the Group and accord
 
with the Financial Reporting Council‘s guidance for directors issued in 2014, internal control and related financial and business reporting. The procedures have been in place throughout the year and up to 20 February 2018, the date of approval of this Annual Report and Accounts 2017 .
In 2014, the GAC endorsed the adoption of the COSO 2013 framework for the monitoring of risk management and internal control systems to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
The key risk management and internal control procedures include the following:
The Group’s Global Standards Manual (‘GSM’) outlines the core principles within which the Group must operate wherever we conduct business. The GSM overlays all other policies and procedures throughout the Group. The requirements of the GSM are mandatory, apply to and must be observed by all businesses within the Group, regardless of the nature or location of their activities.
Delegation of authority within limits set by the Board: subject to certain matters reserved for the Board, the Group Chief Executive has been delegated authority limits and powers within which to manage the day-to-day affairs of the Group, including the right to sub-delegate those limits and powers. Each relevant group managing director or executive Director has delegated authority within which to manage the day-to-day affairs of the business or function for which he or she is accountable. Delegation of authority from the Board requires those individuals to maintain a clear and appropriate apportionment of significant responsibilities and to oversee the establishment and maintenance of systems of control that are appropriate to their business or function. Authorities to enter into credit and market risk exposures are delegated with limits to line management of Group companies. The concurrence of the appropriate global function is required, however, to credit proposals with specified higher risk characteristics. Credit and market risks are measured and reported at subsidiary company level and aggregated for risk concentration analysis on a Group-wide basis.
Risk identification and monitoring: systems and procedures are in place to identify, assess, control and monitor the material risk types facing HSBC. The Group‘s risk measurement and reporting systems are designed to help ensure that risks are comprehensively captured with all the attributes necessary to support well-founded decisions, that those attributes are accurately assessed and that information is delivered in a timely manner for those risks to be successfully managed and mitigated.
Changes in market conditions/practices: processes are in place to identify new risks arising from changes in market conditions/practices or customer behaviours, which could expose the Group to heightened risk of loss or reputational damage. The Group employs a top and emerging risks framework at all levels of the organisation, which enables it to identify current and forward-looking risks and to take action which either prevents them materialising or limits their impact.
Responsibility for risk management: all employees are responsible for identifying and managing risk within the scope of their role as part of the three lines of defence model, which is an activity-based model to delineate management accountabilities and responsibilities for risk management and the control environment. The second line of defence sets the policy and guidelines for managing specific risk areas, provides advice and guidance in relation to the risk, and challenges the first line of defence (the risk owners) on effective risk management.
Strategic plans: strategic plans are prepared for global businesses, global functions and geographical regions within the framework of the Group’s overall strategy. Annual Operating Plans, informed by detailed analysis of risk appetite describing the types and quantum of risk that the Group is prepared to take in executing its strategy, are prepared and

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adopted by all major Group operating companies and set out the key business initiatives and the likely financial effects of those initiatives.
IT operations: centralised control is exercised over all IT developments and operations. Common systems are employed for similar business processes wherever practicable.
Subsidiary certifications to the GRC: half-yearly confirmations are provided to the GRC from the risk committees of principal subsidiary companies confirming that the committees have challenged management on the quality of the information provided, reviewed the actions proposed by management to address any emerging issues or trends indicating material divergence from the Group’s risk appetite and that the risk management and internal control systems in place are operating effectively.
The key risk management and internal control procedures over financial reporting include the following:
Disclosure Committee: chaired by the Group Company Secretary, this Committee supports the discharge of the Group’s obligations under relevant legislation and regulation including the UK and Hong Kong Listing Rules, the Market Abuse Regulation and SEC rules. In so doing the Committee is empowered to determine whether a new event or circumstances should be disclosed, including the form and timing of such disclosure, and review all material disclosures made or to be made by the Group. The membership of the Disclosure Committee includes the Group Finance Director, Group Chief Risk Officer, Chief Legal Officer, Group Chief Accounting Officer, Group Head of Communications, Global Head of Investor Relations, Group Head of Strategy and Planning and Group Financial Controller. The integrity of disclosures is underpinned by structures and processes within the Global Finance and Global Risk functions that support rigorous analytical review of financial reporting and the maintenance of proper accounting records.
Financial reporting: the Group’s financial reporting process is controlled using documented accounting policies and reporting formats, supported by detailed instructions and guidance on reporting requirements, issued to all reporting entities within the Group in advance of each reporting period end. The submission of financial information from each reporting entity is subject to certification by the responsible financial officer, and analytical review procedures at reporting entity and Group levels.
Subsidiary certifications to the GAC: half-yearly confirmations are provided to the GAC from the audit committees of principal subsidiary companies regarding whether their financial statements have been prepared in accordance with Group policies, present fairly the state of affairs of the relevant principal subsidiary and are prepared on a going concern basis.
The internal control responsibilities of the GRC and GAC were complemented by the activities of the CVC and the FSVC which, respectively, oversaw conduct-related risk matters and financial crime compliance. Collectively, these controls are designed to provide effective internal control within the Group.
The GRC and the GAC have received confirmation that executive management has taken or is taking the necessary actions to remedy any failings or weaknesses identified through the operation of the Group's framework of controls. In 2017, deficiencies in the design and operational effectiveness of a number of controls were identified. Significant improvement in the control environment has been observed as a result of management’s progress on the execution of the remediation programme.
The Directors, through the GRC and the GAC, have conducted an annual review of the effectiveness of the Group's system of risk management and internal control covering all material controls, including financial, operational and compliance controls, risk management systems, the adequacy of resources, qualifications and experience of staff of the accounting and financial reporting function and the Global Risk function, and their training
 
programmes and budget. The annual review of the effectiveness of the Group’s system of risk management and internal control over financial reporting was conducted with reference to the COSO framework. The annual review of other controls was undertaken using the Group’s risk management framework, further details of which can be found on pages 106 to 109 . Based on the assessment performed, the Directors concluded that for the year ended 31 December 2017, the Group’s internal controls were effective.
Internal audit
The Global Internal Audit function, which is centrally controlled, provides independent and objective assurance of the design and operating effectiveness of the Group’s framework of risk management, control and governance processes, focusing on the areas of greatest risk. As mentioned previously, the Group Head of Internal Audit reports to the Chairman of the GAC and frequent meetings are held between them during the year. Executive management is responsible for ensuring that issues raised by the Global Internal Audit function are addressed within an appropriate and agreed timetable. Confirmation to this effect must be provided to Global Internal Audit.
Going concern
The Directors considered it appropriate to prepare the financial statements on the going concern basis.
In making the going concern assessment, the Directors have considered a wide range of detailed information relating to present and potential conditions, including projections for profitability, cash flows, capital requirements and capital resources.
In carrying out their assessment of the principal risks, the Directors considered a wide range of information including:
Details of the Group’s business and operating models, and strategy.
Details of the Group’s approach to managing risk and allocating capital.
A summary of the Group’s financial performance, and its capital position and annual operating plan.
Enterprise-wide risk management reports, including the Group’s risk appetite profile (see page 95 ), top and emerging risks (see page 95 ) and risk map (see page 109 ).
Reports and updates regarding regulatory and internal stress testing exercises (see page 109 ). In 2017, the published Bank of England ('BoE') stress test results for HSBC showed that our capital ratios after taking account of CRD IV restrictions and strategic management actions exceeded the BoE’s requirements. The results for HSBC assumed no dividend payments in the first two years of the severe stress projection period.
Reports and updates from management on risk-related issues selected for in-depth consideration.
Reports and updates on the Group’s compliance-related initiatives connected to the resolution of the investigations by US and UK regulatory and law enforcement authorities in December 2012.
Reports and updates on regulatory developments.
Legal reports.
Share capital and other disclosures
Share buy-back programme
On 22 February 2017, HSBC Holdings commenced a share buy-back programme to purchase its ordinary shares of $0.50 each
up to a maximum consideration of $1.0bn. This programme concluded on 12 April 2017. 122,599,324 ordinary shares were purchased and cancelled. On 1 August 2017, HSBC Holdings

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announced a further share buy-back programme for the purchase of up to a maximum of $2.0bn of its ordinary shares of $0.50. This programme concluded on 20 November 2017 and 205,624,077 ordinary shares were purchased and cancelled. The purpose of both buy-back programmes was to reduce HSBC’s number of outstanding ordinary shares.
The nominal value of shares purchased during 2017 was $164,111,701 and the aggregate consideration paid by HSBC was £2,326,610,093.
 
The table that follows outlines details of the shares purchased on a monthly basis during 2017. At 31 December 2017, the total number of shares purchased was 328,223,401, representing 1.62% of the shares in issue and 1.64% of the shares in issue excluding treasury shares.
Month
Number
of shares

Highest price
paid per share
Lowest price
paid per share
Average price paid per share
Aggregate
price paid
 
 
£
£
£
£
First share buy-back of 2017
 
 
 
 
 
Feb-17
20,682,000

6.8080
6.4500
6.5677
135,833,224
Mar-17
77,853,860

6.7800
6.4070
6.5977
513,656,572
Apr-17
24,063,464

6.6360
6.4610
6.5390
157,350,841
 
122,599,324

 
 
 
806,840,637
Second share buy-back of 2017
 
 
 
 
 
Aug-17
49,649,445

7.7090
7.3010
7.4789
371,323,631
Sep-17
55,482,328

7.5260
7.0530
7.2806
403,943,040
Oct-17
53,192,769

7.6880
7.3400
7.4595
396,791,032
Nov-17
47,299,535

7.4650
7.2730
7.3513
347,711,753
 
205,624,077

 
 
 
1,519,769,456
Dividends
Dividends for 2017
First, second and third interim dividends for 2017, each of $0.10 per ordinary share, were paid on 5 July 2017, 20 September 2017 and 22 November 2017, respectively. Note 8 on the Financial Statements gives more information on the dividends declared in 2017. On 20 February 2018, the Directors declared a fourth interim dividend for 2017 of $0.21 per ordinary share in lieu of a final dividend, which will be payable on 6 April 2018 in cash in US dollars, or in sterling or Hong Kong dollars at exchange rates to be determined on 26 March 2018, with a scrip dividend alternative. As the fourth interim dividend for 2017 was declared after
31 December 2017 it has not been included in the balance sheet of HSBC as a liability. The reserves available for distribution at
31 December 2017 were $38.0bn.
A quarterly dividend of $15.50 per 6.20% non-cumulative US dollar preference share, Series A (‘Series A dollar preference share’), (equivalent to a dividend of $0.3875 per Series A American Depositary Share (‘ADS’), each of which represents one-fortieth of a Series A dollar preference share), and £0.01 per Series A sterling preference share was paid on 15 March, 15 June, 15 September and 15 December 2017.
Dividends for 2018
Quarterly dividends of $15.50 per Series A dollar preference share (equivalent to a dividend of $0.3875 per Series A American Depositary Share, each of which represents one-fortieth of a Series A dollar preference share) and £0.01 per Series A sterling preference share was declared on 6 February 2018 for payment on 15 March 2018.
Share capital
Issued share capital
The nominal value of HSBC Holdings’ issued share capital paid up at 31 December 2017 was $10,160,372,629 divided into 20,320,716,258 ordinary shares of $0.50 each, 1,450,000 non-cumulative preference shares of $0.01 each and one non-cumulative preference share of £0.01, representing approximately 99.9999%, 0.0001%, and 0% respectively of the nominal value of HSBC Holdings’ total issued share capital paid up at 31 December 2017.
Rights, obligations and restrictions attaching to shares
The rights and obligations attaching to each class of ordinary and non-cumulative preference shares in our share capital are set out in full in our Articles of Association. The Articles of Association
 
may be amended by special resolution of the shareholders and can be found on our website at www.hsbc.com/about-hsbc/corporate-governance/board-responsibilities.
Ordinary shares
HSBC Holdings has one class of ordinary share, which carries no right to fixed income. There are no voting restrictions on the issued ordinary shares, all of which are fully paid. On a show of hands, each member present has the right to one vote at general meetings. On a poll, each member present or voting by proxy is entitled to one vote for every $0.50 nominal value of share capital held. There are no specific restrictions on transfers of ordinary shares, which are governed by the general provisions of the Articles of Association and prevailing legislation.
At the 2016 AGM, shareholders gave authority to the Directors to offer a scrip dividend alternative on any dividend (including interim dividends) declared up to the conclusion of the AGM in 2019.
Information on the policy adopted by the Board for paying interim dividends on the ordinary shares may be found on page 298 , under the heading ‘Shareholder Information’.
Dividend waivers
HSBC Holdings employee benefit trusts, holding shares in HSBC Holdings in connection with the operation of its share plans, have lodged standing instructions to waive dividends on shares held by them that have not been allocated to employees. The total amount of dividends waived during 2017 was $3.6m.
Preference shares
The preference shares, which have preferential rights to income and capital, do not, in general, confer a right to attend and vote at general meetings.
There are three classes of preference shares in the share capital of HSBC Holdings: non-cumulative preference shares of $0.01 each (‘dollar preference shares’); non-cumulative preference shares of £0.01 each (‘sterling preference shares’); and non-cumulative preference shares of €0.01 (‘euro preference shares’). The dollar preference shares in issue are Series A dollar preference shares and the sterling preference share in issue is a Series A sterling preference share. There are no euro preference shares in issue.
Information on dividends declared for 2017 and 2018 may be found on page 242 , under the heading ‘Dividends’ and in Note 8 on the Financial Statements.
Further details of the rights and obligations attaching to the HSBC Holdings’ issued share capital may be found in Note 31 on the Financial Statements.

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Share capital changes in 2017
The following events occurred during the year in relation to the ordinary share capital of HSBC Holdings:
Scrip dividends
 
HSBC Holdings
ordinary shares issued
Aggregate
nominal value

Market value per share
 
on
number

$

$
£
Issued in lieu of
 
 
 
 
 
Fourth interim dividend for 2016
6 Apr 2017
241,151,585

120,575,793

8.0636
6.5160
First interim dividend for 2017
5 Jul 2017
95,501,245

47,750,623

8.6500
6.6610
Second interim dividend for 2017
20 Sep 2017
19,315,343

9,657,672

9.9680
7.6606
Third interim dividend for 2017
22 Nov 2017
24,684,023

12,342,012

9.8000
7.4434
All-employee share plans
 
Number

Aggregate
nominal
value

 
Exercise price
from

to

 
 
$

 
 
 
HSBC Holdings savings-related share option plans
 
 
 
 
 
HSBC ordinary shares issued in £
8,935,312

4,467,656

£
4.0472

5.964

HSBC ordinary shares issued in HK$
377,804

188,902

HK$
55.4701

63.9864

HSBC ordinary shares issued in $
125,058

62,529

$
7.1456

8.2094

HSBC ordinary shares issued in €
64,712

32,356

5.3532

5.7974

Options over HSBC ordinary shares lapsed
6,301,579

3,150,790

 
 
 
Options over HSBC ordinary shares granted in response to approximately 14,932 applications from HSBC employees in the UK on 21   Sep 2017
10,447,272

 
 
 
 
HSBC International Employee Share Purchase Plan
693,152

346,576

£
6.2620

7.6950

HSBC share plans
 
HSBC Holdings
ordinary shares issued

Aggregate
nominal
value

Market value per share
 
from

to

 
 
$

£

£

Vesting of awards under the HSBC Share Plan and HSBC Share Plan 2011
66,505,211

33,252,606

6.4600

7.6880

Compliance with Hong Kong Listing Rule 13.25A(2)
HSBC Holdings has been granted a waiver from strict compliance with Rule 13.25A(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong.
Under this waiver, HSBC’s obligation to file a Next Day Return following the issue of new shares pursuant to the vesting of share awards granted under its share plans to persons who are not Directors, would only be triggered where it falls within one of the circumstances set out under Rule 13.25A(3).
Authorities to allot and to purchase shares and
pre-emption rights
At the AGM in 2017, shareholders renewed the general authority for the Directors to allot new shares up to 13,244,610,940 ordinary shares, 15,000,000 non-cumulative preference shares of £0.01 each, 15,000,000 non-cumulative preference shares of $0.01 each and 15,000,000 non-cumulative preference shares of €0.01 each. Shareholders also renewed the authority for the Directors to make market purchases of up to 1,986,691,641 ordinary shares. The Directors exercised this authority during the year and purchased 328,223,401 ordinary shares.
In addition, shareholders gave authority for the Directors to grant rights to subscribe for, or to convert any security into, no more than 3,973,383,282 ordinary shares in relation to any issue by HSBC Holdings or any member of the Group of contingent convertible securities that automatically convert into or are exchanged for ordinary shares in HSBC Holdings in prescribed circumstances. Further details about the issue of contingent convertible securities may be found in Note 31 on the Financial Statements.
Other than as disclosed in the tables above headed ‘Share capital changes in 2017’, the Directors did not allot any shares during 2017.
 
Debt securities
In 2017, following its capital plan, HSBC Holdings issued the equivalent of $16.8bn of debt securities in the public capital markets in a range of currencies and maturities, including $5.1bn of contingent convertible and $11.7bn of senior securities to ensure it meets the current and proposed regulatory rules, including those relating to the availability of adequate total loss-absorbing capacity. For additional information on capital instruments and bail-inable debt, refer to Notes 27 and 31 on pages 268 and 277 .
Treasury shares
In accordance with the terms of a waiver granted by the Hong Kong Stock Exchange on 19 December 2005, HSBC Holdings will comply with the applicable law and regulation in the UK in relation to the holding of any shares in treasury and with the conditions of the waiver in connection with any shares it may hold in treasury. Pursuant to Chapter 6 of the UK Companies Act 2006, 325,273,407 ordinary shares are currently held in treasury. This was the maximum number of shares held at any time during 2017; representing 1.60% of the shares in issue. The nominal value of shares held in treasury is $ 162,636,704.
Notifiable interests in share capital
At 31 December 2017, HSBC Holdings had received the following notification of major holdings of voting rights pursuant to the requirements of Rule 5 of the Disclosure, Guidance and Transparency Rules:
BlackRock, Inc. gave notice on 18 October 2017 that on 16 October 2017 it had the following: an indirect interest in HSBC Holdings ordinary shares of 1,214,807,412; qualifying financial instruments with 52,830,499 voting rights that may be acquired if the instruments are exercised or converted; and financial instruments with a similar economic effect to qualifying financial instruments which refer to 6,978,758 voting rights, representing 6.06%, 0.26% and 0.03%, respectively, of

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the total voting rights at that date.
Ping An Asset Management Co., Ltd. gave notice on 6 December 2017 that on 4 December 2017 it had an indirect interest in HSBC Holdings ordinary shares of 1,007,946,172, representing 5.04% of the total voting rights at that date.
At 31 December 2017, according to the register maintained by HSBC Holdings pursuant to section 336 of the Securities and Futures Ordinance of Hong Kong:
BlackRock, Inc. gave notice on 30 December 2017 that on 28 December 2017 it had the following interests in HSBC Holdings ordinary shares: a long position of 1,424,882,481 shares and a short position of 6,642,872 shares, representing 7.01% and 0.03%, respectively, of the ordinary shares in issue at that date. Since 31 December 2017 and following interim notifications on 6 January and 15 January, BlackRock Inc. gave notice on 2 February 2018 that on 30 January 2018 it had the following interests in HSBC Holdings ordinary shares: a long position of 1,434,324,764 shares and a short position of 5,356,892 shares, representing 7.06% and 0.03%, respectively, of the ordinary shares in issue at that date; and
Ping An Asset Management Co., Ltd. gave notice on 6 December 2017 that on 5 December 2017 it had a long position of 1,017,946,172 in HSBC Holdings ordinary shares, representing 5.01% of the ordinary shares in issue at that date. Since 31 December 2017, Ping An Asset Management Co., Ltd. gave notice on 13 February 2018 that on 9 February 2018 it had a long position of 1,253,254,972 in HSBC Holdings ordinary shares, representing 6.17% of the ordinary shares in issue at that date.
 
Sufficiency of float
In compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited at least 25% of the total issued share capital has been held by the public at all times during 2017 and up to the date of this report.
Dealings in HSBC Holdings listed securities
HSBC Group has policies and procedures that, except where permitted by statute and regulation, prohibit specified transactions in respect of its securities listed on The Stock Exchange of Hong Kong Limited. Except for dealings as intermediaries or as trustees by subsidiaries of HSBC Holdings, neither HSBC Holdings nor any of its subsidiaries has purchased, sold or redeemed any of its securities listed on The Stock Exchange of Hong Kong Limited during the year ended 31 December 2017.
Directors’ interests
Pursuant to the requirements of the UK Listing Rules and 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 31 December 2017 had certain interests, all beneficial unless otherwise stated, in the shares or debentures of HSBC Holdings and its associated corporations. Save as stated in the below table, no further interests were held by Directors, and no Directors or their connected persons were awarded or exercised any right to subscribe for any shares or debentures in any HSBC corporation during the year.
No Directors held any short position as defined in the Securities and Futures Ordinance of Hong Kong in the shares or debentures of HSBC Holdings and its associated corporations.

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Directors’ interests – shares and debentures
 
 
 
At 31 Dec 2017
 
Footnotes
At 1 Jan
2017

Beneficial
owner

Child
under 18
or spouse

Jointly with another person

Trustee

Total
interests

HSBC Holdings ordinary shares
 
 
 
 
 
 
 
Phillip Ameen
1
5,000

5,000




5,000

Kathleen Casey
1
8,620

9,125




9,125

Laura Cha
2
13,200

10,200

8,000



18,200

Henri de Castries
 
16,165

17,116




17,116

Lord Evans of Weardale
 
9,170

12,892




12,892

Joachim Faber
 
66,605

66,605




66,605

Stuart Gulliver
3
3,344,208

3,534,284

176,885



3,711,169

Irene Lee
 
10,000

10,588




10,588

John Lipsky
1
16,165

16,165




16,165

Iain Mackay
3
345,469

442,118




442,118

Heidi Miller
1
3,975

4,200




4,200

Marc Moses
3
824,241

1,207,068




1,207,068

David Nish
 
50,000


50,000



50,000

Jonathan Symonds
 
21,771

37,936

4,885



42,821

Jackson Tai
1, 4
31,605

12,900

10,350

21,575


44,825

Mark Tucker
 

276,000




276,000

Pauline van der Meer Mohr
 
15,000

15,000




15,000

1
Phillip Ameen has an interest in 1,000, Kathleen Casey has an interest in 1,825, John Lipsky has an interest in 3,233, Heidi Miller has an interest in 840 and Jackson Tai has an interest in 8,965 listed 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.
2
HSBC Holdings was advised on 23 January 2018 that Laura Cha's spouse acquired 8,000 shares on 24 August 2015.
3
Executive Directors’ other interests in HSBC Holdings ordinary shares arising from the HSBC Holdings savings-related share option plans and the HSBC Share Plan 2011 are set out in the Scheme interests in the Directors’ Remuneration Report on page 186 . At 31 December 2017, the aggregate interests under the Securities and Futures Ordinance of Hong Kong in HSBC Holdings ordinary shares, including interests arising through employee share plans and the interests above were: Stuart Gulliver – 6,742,739; Iain Mackay – 2,140,600; and Marc Moses – 2,920,384. Each Director’s total interests represents less than 0.04% of the shares in issue and 0.04% of the shares in issue excluding treasury shares.
4
Jackson Tai has a non-beneficial interest in 10,350 shares of which he is custodian.
There have been no changes in the shares or debentures of the Directors from 31 December 2017 to the date of this report.
Listing Rule 9.8.4
The information to be disclosed in the Annual Report and Accounts pursuant to UK Listing Rule 9.8.4 is contained within the Corporate Governance Report.
Employees
At 31 December 2017, HSBC had a total workforce of 229,000 full- and part-time employees compared with 241,000 at the end of 2016 and 264,000 at the end of 2015. Our main centres of employment were the UK with approximately 40,000 employees, India 36,000, Hong Kong 30,000, mainland China 24,000, Mexico 16,000, the US 11,000 and France 8,000.
We encourage employees to perform at their best, and create an environment to make that possible. We also encourage employees to speak up, and reflect our purpose and values in the decisions we make and how we make them, as these decisions shape the future of our customers and colleagues.
Employee relations
We consult with and, where appropriate, negotiate with employee representative bodies. It is our policy to maintain well-developed communications and consultation programmes with all employee representative bodies and there have been no material disruptions to our operations from labour disputes during the past five years.
Diversity and inclusion
We are committed to enabling a thriving environment where people are valued, respected and supported; where different ideas, backgrounds, styles and perspectives are actively sought out to create business value; and where career advancement is based on objective criteria. We are focusing on the diversity profile of our workforce to make it more reflective of the communities we operate in and the customers we serve.
Everyone has a role to play in building our inclusive workplace. Our Global Diversity and Inclusion Policy is clear that all employees and workers are responsible for treating colleagues with dignity and respect, and for creating an inclusive environment free from
 
discrimination, bullying, harassment or victimisation, irrespective of their age, colour, disability, ethnic or national origin, gender, gender expression, gender identity, marital status, pregnancy, race, religion or belief, or sexual orientation. Our employees are expected to demonstrate openness by listening and valuing different backgrounds, perspectives and cultures.
Diversity and Inclusion carries the highest level of executive support. It was governed by the Conduct and Values Committee in 2017, and will be governed by the Group People Committee from 2018.
Gender diversity statistics
CHART-C85C0DCA4F02C98CD1F.JPG
 
Male
 
Female
*Combined Executive Committee and Direct Reports was reported as at 30 June 2017 to the UK's Hampton Alexander Review and includes HSBC's Executive Directors, Group Managing Directors and their direct reports (excluding administrative staff).
**Senior employees refers to employees performing roles classified as 0, 1, 2 or 3 in our Global Career Band structure.

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Report of the Directors | Corporate Governance

Employee development
The development of our employees is essential to the future strength of our business. We continue to develop employee capability. We identify, develop and deploy talented employees to ensure an appropriate supply of high calibre individuals with the values, skills and experience for current and future senior management positions.
In 2017, we introduced HSBC University, the new home of learning at HSBC. HSBC University brings new programmes, training facilities, and technologies with a particular focus on Leadership, Risk Management, Strategy and Performance, as well as business-specific technical training. Its new leadership programmes are designed to support our leaders at all levels, encouraging collaboration and future thinking across HSBC's businesses, functions and geographies. In 2018 HSBC University will bring colleagues together to learn, develop and connect through new dedicated classroom space at our offices in Dubai, Mexico City, and the new HSBC UK Head Office in Birmingham.
Employment of people with a disability
We believe in providing equal opportunities for all employees.
The employment of people with a disability is included in this commitment. The recruitment, training, career development and promotion of people with a disability are based on the aptitudes and abilities of the individual. Should employees become disabled during their employment with us, efforts are made to continue their employment and, if necessary, appropriate training and reasonable equipment and facilities are provided.
Health and safety
The Group is committed to providing a healthy and safe working environment for our employees, contractors, customers and visitors on HSBC premises and where impacted by our operations. We aim to be compliant with all applicable health and safety legal requirements, and to ensure that best practice health and safety management standards are implemented and maintained across the HSBC Group.
Everyone at HSBC has a responsibility for helping to create a healthy and safe working environment. Employees are expected to take ownership of their safety and are encouraged and empowered to report any concerns.
Chief Operating Officers have overall responsibility for ensuring that the correct policies, procedures and safeguards are put into practice. This includes making sure that everyone in HSBC has access to appropriate information, instruction, training and supervision.
Putting our commitment into practice, in 2017 the Group delivered a health and safety education and information training programme to every one of our employees, and the Group implemented a range of programmes to help us understand the risks we face and improve the buildings in which we operate:
We completed fire risk assessments in over 2,000 properties worldwide, and addressed areas of concern.
We completed a health and safety inspection and remediation programme in 97% of our premises across the globe.
The application of our health and safety policies and procedures continues to be integrated throughout our supply chain, particularly in developing markets, with audit and inspection programmes demonstrating continued improvements in health and safety performance.
We developed and implemented an improved risk assurance and oversight function to ensure our health and safety management system was performing appropriately, including conducting full reviews of health and safety management in
12 countries.

 
Employee health and safety
 
Footnotes
2017

2016

2015
Number of workplace fatalities
1
2

1

0
Number of major injuries to employees
2
31

44

n/a
All injury rate per 100,000 employees
 
205

246

n/a
1
Customer death on branch premises; contractor involved in road traffic accident on bank business.
2
Fractures, dislocation, concussion.
n/a
Comparable data not available at global level for 2015 following change in reporting procedure for 2016.
Remuneration policy
The quality and commitment of our employees is fundamental to our success and accordingly the Board aims to attract, retain and motivate the very best people. As trust and relationships are vital in our business our goal is to recruit those who are committed to making a long-term career with the Group.
HSBC’s reward strategy supports this objective through balancing both short-term and sustainable performance. Our remuneration strategy is designed to reward competitively the achievement of long-term sustainable performance and attract and motivate the very best people who are committed to maintaining a long-term career with the Group while performing their role in the long-term interests of our stakeholders.
In order to ensure alignment between remuneration and our business strategy, individual remuneration is determined through assessment of performance delivered against both annual and long-term objectives summarised in performance scorecards, and adherence to the HSBC Values of being ’open, connected and dependable‘ and acting with ’courageous integrity’. Altogether, performance is judged, not only on what is achieved over the short and long term, but also on how it is achieved, as the latter contributes to the sustainability of the Group.
The financial and non-financial measures incorporated in the annual and long-term scorecards are carefully considered to ensure alignment with the long-term strategy of the Group.
Further information on the Group’s approach to remuneration is given on page 186 .
Employee share plans
Share options and discretionary awards of shares granted under HSBC share plans align the interests of employees with the creation of shareholder value. The following table sets out the 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 at nil consideration. No options have been granted to substantial shareholders and suppliers of goods or services, nor in excess of the individual limit for each share plan. No options were cancelled by HSBC during the year.
A summary for each plan of the total number of the options which were granted, exercised or lapsed during 2017 is shown in the following table. 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/about-hsbc/corporate-governance/employee-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 198 .
Note 5 on the Financial Statements gives details of share-based payments, including discretionary awards of shares granted under HSBC share plans.

184
HSBC Holdings plc


All-employee share plans
HSBC operates all-employee share option plans under which options are granted over HSBC ordinary shares. Subject to leaver provisions, options are normally exercisable after three to five years. During 2017, options were granted at the mid-market closing price for HSBC Holdings ordinary shares quoted on the London Stock Exchange which, as derived from the Daily Official List on 20 September 2017, the day before the options were granted, was £7.23.
 
The UK Sharesave will terminate on 23 May 2025 unless the Directors resolve to terminate the plans at an earlier date. There will be no further grants under the HSBC Holdings Savings-Related Share Option Plan: International.
The HSBC International Employee Share Purchase Plan was introduced in 2013 and now includes employees based in 27 jurisdictions.
HSBC Holdings All-employee Share Option Plans
 
 
 
 
HSBC Holdings ordinary shares
Dates of awards
Exercise price
 
Exercisable
 
At

Granted

Exercised

Lapsed

At

from
to
from

to

from
to
Footnotes
1 Jan 2017

during year

during year

during year

31 Dec 2017

Savings-Related Share Option Plan
1
 
 
 
 
 
21 Apr
2011
21 Sep
2017
(£)

(£)

1 Aug 2016
30 Apr 2023
 
 
 
 
 
 
4.0472

5.9640

 
68,777,416

10,447,272

8,580,981

6,077,604

64,566,103

Savings-Related Share Option Plan: International
2
 
 
 
 
 
21 Apr
2011
24 Apr
2012
(£)

(£)

1 Aug 2016
31 Jan
2018
 
 
 
 
 
 
4.4621

5.0971

 
440,309


354,331

47,149

38,829

21 Apr
2011
24 Apr
2012
($)

($)

1 Aug 2016
31 Jan
2018
 
 
 
 
 
 
7.1456

8.2094

 
217,738


125,058

74,807

17,873

21 Apr
2011
24 Apr
2012
(€)

(€)

1 Aug 2016
31 Jan
2018
 
 
 
 
 
 
5.3532

5.7974

 
86,916


64,712

11,665

10,539

21 Apr
2011
24 Apr
2012
(HK$)

(HK$)

1 Aug 2016
31 Jan
2018
 
 
 
 
 
 
55.4701

63.9864

 
504,467


377,804

90,354

36,309

1
The weighted average closing price of the shares immediately before the dates on which options were exercised was £7.32.
2
The weighted average closing price of the shares immediately before the dates on which options were exercised was £7.48.
Statement of compliance
The statement of corporate governance practices set out on pages 166 to 210 and the information referred to therein constitutes the Corporate Governance Report of HSBC Holdings. The websites referred to do not form part of this Report.
Relevant corporate governance codes
UK Corporate Governance Code
www.frc.org.uk
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)
www.hkex.com.hk
Descriptions of the roles and responsibilities of the:
– Group Chairman
– Group Chief Executive
– Senior Independent Director
www.hsbc.com/about-hsbc/corporate-governance/board-committees
Board and senior management
www.hsbc.com/about-hsbc/leadership
Roles and responsibilities of the Board and its committees
www.hsbc.com/about-hsbc/corporate-governance/board-committees
Board’s policies on:
– Diversity
– Shareholder communication
www.hsbc.com/investor-relations/governance/corporate-governance-codes
Global Internal Audit Charter
www.hsbc.com/investor-relations/governance/internal-control
HSBC is subject to corporate governance requirements in both the UK and Hong Kong. During 2017, HSBC complied with the applicable provisions of the UK Corporate Governance Code, and also the requirements of the Hong Kong Corporate Governance Code.
Under the Hong Kong Code the audit committee should be responsible for the oversight of all risk management and internal control systems. HSBC’s Group Risk Committee is responsible for oversight of internal control, other than internal control over financial reporting, and risk management systems. This is permitted under the UK Corporate Governance Code.
 

The Board has codified obligations for transactions in HSBC Group securities in accordance with the requirements of the Market Abuse Regulation and the rules governing the listing of securities on The Stock Exchange of Hong Kong Limited (‘HKEx’), save that the HKEx has granted waivers from strict compliance with the rules that take into account accepted practices in the UK, particularly in respect of employee share plans. HSBC is in discussion with the HKEx to update these waivers. Following specific enquiry, all Directors have confirmed that they have complied with their obligations in respect of transacting in Group securities during the year.


V4350PXL72DPIMT5A02.JPG
On behalf of the Board
Mark E Tucker
Group Chairman
HSBC Holdings plc
Registered number 617987
20 February 2018


HSBC Holdings plc
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Directors’ Remuneration Report

Directors’ Remuneration Report
 
Page
Annual Statement from the Group Remuneration Committee Chair
186
Directors’ remuneration policy
188
Annual report on remuneration
189
Additional remuneration disclosures
201
Pillar 3 remuneration disclosures
203
All disclosures in the Directors’ Remuneration Report are unaudited unless otherwise stated.
Disclosures marked as audited should be considered audited in the context of financial statements taken as a whole.
Annual Statement from the Group
Remuneration Committee Chair
Dear Shareholder,
I am delighted to present our 2017 Directors’ Remuneration Report. I have been a member of the Committee since 1 January 2016 and took over the role of Chair from 28 April 2017.
2017 was the second year under our current remuneration policy, and I was pleased to note that at the last Annual General Meeting (‘AGM’) we received strong support for how the policy was implemented, with over 96% of shareholders voting in favour of the 2016 remuneration report.
I have set out below a summary of our 2017 performance, key decisions made during the year and the areas of focus envisaged for 2018.
Performance achieved during 2017
During 2017, the Group made good financial and strategic progress. The Group 2017 reported profit before tax was $17.2bn, up 141% from $7.1bn in 2016. On an adjusted basis, profit before tax was $21.0bn, up 11% from $18.9bn in 2016.
2017 was the final year to implement the Group's planned strategic actions and to achieve the targets we had set out to our investors in 2015. The scorecards of our executive Directors incorporated measures that were aligned to the delivery of these strategic actions.
We exceeded our risk-weighted assets (‘RWA’) reduction target, extracting a total of $338bn of RWA's from the business since the start of 2015, in excess of the $290bn target we had set out in our strategic actions. We achieved annualised run-rate savings of $6.1bn and delivered positive adjusted jaws for 2017.
We missed our targets for NAFTA profitability and RMB internationalisation although we made good progress on actions to deploy capital and deliver revenue growth. The set-up of the UK ring-fenced bank is nearly complete, with 91% of head office roles resourced, and we expect to have a fully functioning team by the end of the first quarter of 2018. Details of performance against each of the strategic actions is set out on page 13 of the Strategic Report.
In December we launched HSBC Qianhai Securities, the first securities joint venture in mainland China to be majority-owned by an international bank. We will be offering a range of services to our customers, including equity research and brokerage, equity and debt underwriting and cross-border M&A advisory, and emphasising our commitment in pivoting our business to Asia.
The Group announced a dividend of $0.51 per ordinary share and in 2017, we returned a total of $3bn to shareholders through share buy-backs. A total shareholder return of 24% was achieved in 2017, which outperformed the FTSE 100 index over the year. We remain a well-funded business with a strong capital generation and a diversified balance sheet. We received the ‘World’s Best Bank’ award at the Euromoney Awards for Excellence 2017 in July, showcasing our devotion to customers and our strong market position.
 
Over the past five years, we significantly strengthened our ability to combat financial crime through our Global Standards programme and the five-year deferred prosecution agreement ('AML DPA') with, among others, the US Department of Justice ('DoJ'), has expired.
In January 2018, HSBC Holdings entered into a three-year deferred prosecution agreement with the DoJ (‘FX DPA’), regarding fraudulent conduct in connection with two particular transactions in 2010 and 2011. This concluded the DoJ’s investigation into HSBC’s historical foreign exchange activities. Under the terms of the FX DPA, HSBC has a number of ongoing obligations, including continuing to cooperate with authorities and implementing enhancements to its internal controls and procedures in its Global Markets business which will be the subject of annual reports to the DoJ. In addition, HSBC agreed to pay a financial penalty and restitution.
This agreement acts as a reminder of the necessity of pursuing the highest standards of conduct in our business.
Group variable pay pool and risk adjustments
The Committee’s decision on the Group variable pay pool took into consideration our performance against metrics set out in the Group risk appetite statement and an assessment against our global conduct outcomes for our global businesses. The Committee also took into consideration the Group’s financial performance, and fines, penalties and customer redress costs.
The total variable pay pool for 2017 was $3,303 m, representing a 8.8% increase on the 2016 variable pay pool.
In setting the pool, the Committee used its discretion to apply the following reductions:
$84 m for the fines, penalties and cost of customer redress faced by the Group; and
$383 m for:
financial performance based on certain metrics, in particular, return on equity;
performance against certain metrics in our Group risk appetite profile; and
continued work required to address financial crime compliance issues.
The Committee also strongly believes that individual performance should be judged not only on what is achieved over the period but more importantly on how it is achieved, as we believe the latter contributes to the long-term sustainability of the business. To further reinforce this in our culture, we continue our workstream on incentivising compliance through:
the use of behaviour and performance ratings for all employees, which directly influence pay outcomes;
variable pay adjustments:
positive adjustments to variable pay outcomes for individuals who have exhibited positive behaviour and consistent adherence to the HSBC Values and go the extra mile to courageously do the right thing. During 2017, we made positive adjustments totalling $14.9 m of variable pay awards; and
we reduced variable pay awards to certain individuals by $2.9 m in ag gregate to reflect individual conduct and behaviours; and
the global recognition programme where our employees can recognise peers and reward positive behaviours in a real-time, visible way.
Fixed pay for executive Directors
No fixed pay increases were made in 2017 for executive Directors and no increase in fixed pay is proposed for executive Directors for 2018. Across the UK employee population the average base salary increase in 2017 was 5% .

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HSBC Holdings plc


Executive Directors’ 2017 variable pay awards
The 2017 annual incentive scorecard outcome was 80.0% for Stuart Gulliver, 89.5% for Iain Mackay and 91.2% for Marc Moses, reflecting the performance achieved against their individual scorecards. Details of the annual incentive scorecard outcome are provided on page 191 .
Iain Mackay and Marc Moses will be awarded a long-term incentive award (‘LTI’) in respect of 2017 performance. In granting these awards, the Committee took into consideration the performance achieved for the financial year ended 31 December 2017 and the achievements against the strategic actions announced in June 2015. These awards will also be subject to a three-year forward-looking performance period ending on
31 December 2020. Details of the performance measures are set out on page 196 . At the end of the three-year performance period, subject to the outcome of the performance conditions, awards will vest in five equal annual instalments commencing from the third anniversary of the award date. This gives a total deferral period of seven years and links a significant portion of our executive Directors’ pay to the achievement of long-term objectives, and the long-term interests of shareholders and other stakeholders.
Following Stuart Gulliver’s announcement of his retirement, the Committee considered that it would not be appropriate for him to receive a LTI award for 2017. To meet regulatory deferral requirements for 2017, 60% of his 2017 annual incentive award will be deferred over a period of seven years, vesting in five equal annual tranches commencing from the third anniversary of the grant date.
In accordance with regulatory requirements, the post-vesting retention period for all shares awarded to executive Directors has been increased from six months to one year.
Director changes and implementation of policy
for 2018
Mark Tucker joined the Board on 1 September 2017 as a non-executive Director and Group Chairman designate, and succeeded Douglas Flint as Group Chairman with effect from 1 October 2017. He will receive a fee of £1,500,000 per annum in respect of his chairmanship and was paid a one-time relocation benefit of £300,000.
In line with our remuneration policy, Douglas Flint was paid his salary and pension allowance and received contractual benefits in respect of his contractual notice period. Full details are provided on page 196 .
Stuart Gulliver will step down as executive Director and Group Chief Executive on 20 February 2018 and John Flint will succeed Stuart Gulliver as Group Chief Executive from 21 February 2018. Stuart Gulliver will remain as an employee until 11 October 2018, working on key strategic projects and supporting the smooth transition of the Group Chief Executive role to John Flint. Up until retirement, Stuart Gulliver will continue to receive his current
fixed pay and benefits. In accordance with the terms of our remuneration policy, the Committee has agreed that Stuart Gulliver will remain eligible to be considered for an annual incentive award for the period up to 11 October 2018, based on his contribution during 2018. Further details on Stuart Gulliver’s annual incentive opportunity and performance measures for 2018 can be found on page 201 .
John Flint’s salary as Group Chief Executive is set at £1,200,000 and will be reviewed on an annual basis. He will also receive a fixed pay allowance of £1,700,000 per annum and a cash in lieu of pension at 30% of salary, consistent with the approved policy. His maximum annual incentive and LTI opportunity will be set at 215% and 320% of salary, respectively, as per our approved policy.
 
Employee remuneration policy
Our wider employee remuneration policy is driven by the Group reward strategy, which has evolved over time to reflect changes in our operating environment, including ongoing regulatory and governance changes. The Committee reviewed and agreed updates to the Group reward strategy during 2017 to ensure that it continues to support HSBC’s overall employment proposition to attract, retain and motivate the best people, who are aligned to HSBC’s values and committed to maintaining a long-term career within the Group.
Our 2017 employee survey feedback indicated that employees needed more support in understanding the objectives of the different components of total compensation. To address this, the Committee reviewed and supported management’s proposals to streamline the parameters and principles which managers are asked to consider and apply when making fixed and variable pay recommendations, with a view to ensuring employees have more visibility and clarity on the factors that influence their total remuneration. Details of the Group's remuneration policy for all employees are set out on page 203 .
Gender pay
Gender pay is an area of focus in the UK with the introduction of the Gender Pay Gap Reporting regulations. We will be complying with those regulations and reporting accordingly.
Our global pay strategy is designed to attract and motivate the very best people regardless of any factor unrelated to their performance or experience.
Pay recommendations consider internal and external market comparisons and reflect the employee’s performance during the year. Recommendations are reviewed during a robust annual process, involving business and function heads, senior management and Human Resources.
Review of our policy
The Group's remuneration policy is due to expire at the 2019 AGM. During the course of this year, we will be reviewing our current approach to Directors' remuneration and will consult with our large shareholders and proxy advisory bodies with the aim of introducing a policy in 2019.
Our annual report on remuneration
The next section provides an overview of our remuneration policy for executive Directors, which was approved by shareholders at the 2016 AGM. In the annual report section, we provide details of remuneration decisions made for executive Directors in 2017. In the additional remuneration disclosure section of this report, we provide additional remuneration-related disclosures, including an overview of the policy that applies to our employees.
As Chair of the Committee, I hope you will support the report.



Pauline van der Meer Mohr
Chair
Group Remuneration Committee
20 February 2018

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Directors’ Remuneration Report

Directors’ remuneration policy
The tables below summarise our remuneration policy for executive and non-executive Directors. The policy was approved at the AGM on 22 April 2016 and is intended to apply for three performance
 
years until the AGM in 2019. The full remuneration policy can be found on pages 288 to 299 of our Annual Report and Accounts 2015 and in the Directors‘ Remuneration Policy Supplement , which is available under group results and reporting in the Investor Relations section of www.hsbc.com.
Remuneration policy summary – executive Directors
Elements
Operation
Implementation in 2018 1
Base salary
To attract and retain key talent by being market competitive and rewarding ongoing contribution to role.
Paid in cash on a monthly basis.
Base salary increases will not exceed 15% in total during the three-year term of the policy.
No change from 2017.
Stuart Gulliver: £1,250,000
John Flint: £1,200,000
Iain Mackay: £700,000
Marc Moses: £700,000
Fixed pay allowance
To deliver fixed pay required to reflect the role, skills and experience of the Directors and to maintain a competitive total remuneration package for retention of key talent.
Non-pensionable and paid in shares.
Released annually on a pro-rata basis over five years, starting from March following the end of the financial year in which the shares were granted.
Dividends paid on the vested shares held during the retention period.
No change from 2017.
Stuart Gulliver: £1,700,000
John Flint: £1,700,000
Iain Mackay: £950,000
Marc Moses: £950,000
Pension
To attract and retain key talent by being market competitive.
Directors receive cash in lieu of a pension equal to 30% of base salary.
No change from 2017.
Benefits
To provide benefits in accordance with local market practice.
Include, for example, medical insurance, income protection insurance, health assessment, life assurance, club membership, tax return assistance, car benefit and travel assistance, including any tax due on the benefit.
Additional benefits may also be provided where an executive Director is relocated or spends a substantial proportion of their time in more than one jurisdiction for business purposes.
No change from 2017.
Annual incentive
To drive and reward performance against annual financial and non-financial objectives which are consistent with the strategy and align to shareholder interests.
Maximum opportunity for annual incentive award is 215% of base salary.
Performance is measured against an annual scorecard, which varies by individual.
On vesting, shares are subject to a retention period of at least six months.
Number of shares to be awarded can be determined taking into consideration a share price discounted for expected dividend yield.
See page 201 for details of performance measures.
Shares issued are subject to a retention period of one year after vesting in accordance with new regulatory requirements.
Long-term incentive (‘LTI’)
To incentivise sustainable long-term alignment with shareholder interests.
Maximum opportunity for LTI award is 320% of base salary.
Award is subject to a three-year forward-looking performance period.
Performance is measured against a long-term scorecard. 60% is based on financial outcomes and 40% is based on non-financial outcomes, including risk and strategy-related measures.
Awards vest in five equal instalments with the first vesting on or around the third anniversary of the grant date, and the last vesting on or around the seventh anniversary of the grant date.
On vesting, shares are subject to a retention period of at least six months.
Awards are discretionary and subject to malus during the vesting period and clawback for a period of seven to 10 years from the date of award.
Number of shares to be awarded can be determined taking into consideration a share price discounted for expected dividend yield.
Details of the performance measures and targets for awards to be made in 2018 (in respect of 2017) are set out on page 196.
For awards to be made in respect of 2018, the measures and targets will be determined at the end of 2018 for the performance period commencing on
1 January 2019.
On vesting, awards are subject to a retention period of one year in accordance with new regulatory requirements.
Awards are not entitled to dividend equivalents during the performance and deferral period in accordance with new regulatory requirements.
Shareholding guideline
To ensure appropriate alignment with the interest of our shareholders.
The shareholding guidelines as a percentage of base salary are:
Group Chief Executive: 400%
Group Finance Director and Group Chief Risk Officer: 300%

No change from 2017.
1
John Flint will succeed Stuart Gulliver as executive Director and Group Chief Executive with effect from 21 February 2018. Stuart Gulliver will step down as executive Director and Group Chief Executive on 20 February 2018.
Executive Directors are also entitled to participate in all employee share plans, such as HSBC Sharesave, on the same basis as all other employees. The policy on payment for loss of office is detailed online in the Directors’ Remuneration Policy Supplement.

188
HSBC Holdings plc


Remuneration policy summary – non-executive Directors
Non-executive Directors are not employees and receive a fee for their services, as follows:
base fee; and
further fees for the role of Senior Independent Director (‘SID’) and additional Board duties such as chairmanship or membership of a committee.
 
Expenses incurred in performing their roles and any related tax due are also reimbursed.
All non-executive Directors have a shareholding guideline of 15,000 shares, which has to be achieved by 2019 or within five years of their appointment if later.
A travel allowance of £4,000 is provided to non-UK based non-executive Directors to reflect the additional time commitment required for travel.
 
 
2018 fees
 
 
£
Category
 
 
Non-executive Group Chairman 1
 
1,500,000
Base fee
 
110,000
SID
 
54,000
Audit, Risk, Remuneration, Financial System Vulnerabilities and Conduct & Values Committees
Chairman
60,000
 
Member
30,000
Nomination Committee
Chairman

40,000
 
Member
25,000
Philanthropic & Community Investment Oversight Committee
Chairman
25,000
 
Member
15,000
1
Group Chairman does not receive a base fee or any other fees in respect of chairmanship of any other committee. The Committee has exercised its discretion to provide Mark Tucker with life assurance and healthcare insurance with effect from 1 February 2018, taking into consideration that he is performing the role with a time commitment of not less than four days per week, and holds no other offices outside of HSBC Holdings plc.
Service contracts
Executive Directors
 
Douglas Flint 1
John
Flint
Stuart Gulliver
Iain
Mackay
Marc Moses
Contract date (rolling)
14 Feb 2011
21 Feb 2018
10 Feb 2011
4 Feb
2011
27 Nov 2014
Notice period
(Director & HSBC)
12 months
12 months
12 months
12 months
12 months
1
Douglas Flint stepped down from the Board on 30 September 2017.
Letters setting out the terms of appointment of each executive Director are available for inspection at HSBC Holdings’ registered office. Consistent with the best interests of the Group, the
 
Committee will seek to minimise termination payments. Directors may be eligible for a payment in relation to statutory rights.
The Directors’ biographies are set out on pages 167 to 170 , and include those directorships provided for under Capital Requirement Directive IV (‘CRD IV’).
Non-executive Directors
Non-executive Directors are appointed for fixed terms not exceeding three years, which may be renewed subject to their re-election by shareholders at AGMs. Non-executive Directors do not have service contracts, but are bound by letters of appointment issued for and on behalf of HSBC Holdings. There are no obligations in the non-executive Directors' letters of appointment that could give rise to remuneration payments or payments for loss of office.
Non-executive Directors’ current terms of appointment will expire as follows:
2018 AGM
2019 AGM
2020 AGM
2021 AGM
Phillip Ameen
Henri de Castries
Kathleen Casey
Mark Tucker
Joachim Faber
Irene Lee
Laura Cha
 
John Lipsky
Pauline van der Meer Mohr
David Nish
 
Heidi Miller
 
Jonathan Symonds
 
 
 
Jackson Tai
 
 
 
Lord Evans of Weardale
 
Annual report on remuneration
Remuneration Committee
Details of the roles, responsibilities and membership of the Committee are set out on page 177 . During 2017, members of the Committee included Pauline van der Meer Mohr (Chair from
28 April 2017), Henri de Castries (appointed on 26 May 2017), John Lipsky, David Nish (appointed on 26 May 2017), Sam Laidlaw (Chairman and member until 28 April 2017) and Paul Walsh (until 21 April 2017).
 

Activities
The Committee met seven times during 2017. The following is a summary of the Committee’s key activities during 2017. A copy of the Committee’s terms of reference can be found on our website at www.hsbc.com/about-hsbc/corporate-governance/board-committees.

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Details of the Committee’s key activities
 
Executive Directors
All employees
Approved Directors' Remuneration Report and Strategic Report.
Considered executive Director remuneration policy matters for shareholder consultation.
Consulted with key shareholders and proxy advisory bodies on executive Director remuneration matters.
Reviewed and approved executive Director remuneration matters.
Reviewed and approved executive Directors’ scorecards and pay proposals.
Approved 2016/2017 performance year pay review matters and high-priority programmes progress.
Reviewed remuneration policy effectiveness.
Considered progress update on Monitor recommendations.
Received updates on notable events and regulatory and corporate governance matters.
Reviewed and approved 2017 Material Risk Taker ('MRT') identification approach and MRT list.
Approved 2017 regulatory submissions.

Advisers
The Committee received input and advice from different advisers on specific topics during 2017. Deloitte LLP (‘Deloitte’) was appointed by the Committee in 2015 as an objective, independent adviser to support the Committee on specific remuneration matters for executive Directors. The Committee made the appointment in 2015 after considering invited proposals from a number of consultancy firms. In 2017, the Committee agreed to extend Deloitte’s appointment for a further period of one year. Deloitte provided benchmarking data on remuneration policy matters and independent advice to the Committee. The Committee may request ad-hoc assistance from Deloitte.
Deloitte also provided tax compliance and other advisory services to the Group. To ensure the advice from Deloitte was objective, the Committee required the advice to be independent and distinct from any internal review and analysis on remuneration policy matters. The Committee was satisfied the advice provided by Deloitte was objective and independent in 2017. Deloitte is a founding member of the Remuneration Consultants Group, and voluntarily operates under the Code of Conduct in relation to executive remuneration consulting in the UK.
For 2017, total fees of £109,350 were incurred in relation to remuneration advice provided by Deloitte. This was based on pre-agreed fees and a time-and-materials basis.
During the year, the Group Chief Executive provided regular briefings to the Committee. No executive Directors are involved in deciding their own remuneration. In addition, the Committee engaged with and received updates from the following employees:
 
Iain Mackay, Group Finance Director;
Marc Moses, Group Chief Risk Officer;
Stuart Levey, Chief Legal Officer;
John Flint, Chief Executive, Retail Banking and Wealth Management;
Elaine Arden, Group Head of Human Resources (from June 2017);
Donna Wong, Acting Group Head of Human Resources (until May 2017);
Alexander Lowen, Group Head of Performance and Reward;
Colin Bell, Group Head of Financial Crime Risk;
Ralph Nash, Global Head of Financial Crime Compliance and Group Money Laundering Reporting Officer;
Andy Maguire, Group Chief Operating Officer; and
Ben Mathews, Group Company Secretary.
The Committee also received feedback and input from the Group Risk Committee, the Financial System Vulnerabilities Committee and the Conduct & Values Committee on risk, conduct and compliance-related matters relevant to remuneration. This included input from the Financial System Vulnerabilities Committee in relation to progress on enhancing the anti-money laundering (‘AML’) and sanctions compliance programmes, for the purposes of the Committee’s determination on any adjustments to be made under the downward override policy.
Single figure of remuneration
(Audited)
The following table shows the single figure total remuneration of each executive Director for 2017, together with comparative figures
for 2016.
Single figure of remuneration
 
 
Base
salary

Fixed pay allowance

Cash in lieu of pension

Annual incentive

LTI 1

Sub-total

Taxable benefits

Non-taxable benefits

Notional returns

Total

 
 
(£000)


(£000)


(£000)


(£000)


(£000)


(£000)


(£000)


(£000)


(£000)


(£000)


Douglas Flint 2
2017
1,125


338



1,463

83

64


1,610

2016
1,500


450



1,950

100

86


2,136

Stuart Gulliver 3
2017
1,250

1,700

375

2,127


5,452

500

71

63

6,086

2016
1,250

1,700

375

1,695


5,020

557

71

27

5,675

Iain Mackay
2017
700

950

210

1,334


3,194

64

37

42

3,337

2016
700

950

210

987


2,847

52

37

17

2,953

Marc Moses
2017
700

950

210

1,358


3,218

16

38

42

3,314

2016
700

950

210

1,005


2,865

15

38

18

2,936

1
The first LTI award was made in February 2017, with a performance period ending in 2019. Vesting of the first LTI award will be included in the single figure table for the financial year ending on 31 December 2019.
2
Douglas Flint stepped down from the Board on 30 September 2017 and his remuneration reflects time served as an executive Director. Details on retirement arrangements are provided on page 196 .
3
To meet regulatory deferral requirements for 2017, 60% of the annual incentive award of Stuart Gulliver has been deferred in shares and will vest in five equal instalments between the third and seventh anniversary of the grant date.

190
HSBC Holdings plc


Illustration of release profile
The following chart provides an illustrative release profile for executive Directors.
Illustration of release profile
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
 
u
Fixed pay allowance
Released in five equal annual instalments starting from March 2018.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
u
 
 
 
u
 
 
 
u
 
 
 
u
 
 
 
u
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual incentive
Paid in immediately vested shares subject to a retention period of one year.
Subject to clawback provisions for seven years from grant, which may be extended to 10 years in the event of an ongoing internal/regulatory investigation. 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Perform-ance period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
u
 
 
u
 
u
 
 
u
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Malus/Clawback provisions 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
u
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term incentive
Award subject to a three-year forward-looking performance period.
Subject to performance outcome, awards will vest in five equal annual instalments starting from the third anniversary of the grant date.
On vesting, shares are subject to a retention period of one year.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Performance period
 
 
 
 
 
 
 
Vesting period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
u
 
 
 
 
 
 
 
 
 
 
u
 
u
 
 
 
u
 
 
 
u
 
 
 
u
 
 
 
u
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retention period
u
 
 
 
u
 
 
 
u
 
 
 
u
 
 
 
u
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
Applies to both annual incentive and long-term incentive.
Notes to the single figure of remuneration
(Audited)
Benefits
In the single figure of remuneration table, ‘benefits’
refers to:
all taxable benefits (gross value before payment of tax) including provision of medical insurance, accommodation and
 
car, club membership, including any tax gross-up; and non-taxable benefits including the provision of life assurance and other insurance coverage.
The values of the significant benefits in the single figure table are set out in the following table.
(Audited)
 
 
 
 
 
 
 
Car benefit
(UK and Hong Kong) 1

Hong Kong bank-owned
accommodation 2

Tax expense on car benefit and Hong Kong bank-owned accommodation

Insurance benefit
(non-taxable) 1

 
 
(£000)


(£000)


(£000)


(£000)


Douglas Flint
2017



56

2016



75

Stuart Gulliver
2017

282

164

63

2016
64

263

211

63

1
The car benefit, tax on car benefit and insurance benefits for Iain Mackay and Marc Moses are not included in the above table as they were not significant.
2
Taxable value determined based on the current market rental value of the bank-owned property in Hong Kong, as estimated by an external lease service provider, plus utility costs, rates, the taxable value of furniture and taking into account the business use of the property.
Notional returns
In the single figure of remuneration table above, ‘notional returns’ refers to the notional return on deferred cash for awards made prior to 2017.
The deferred cash portion of the annual incentive granted prior to 2017 includes a right to receive notional returns for the period between grant date and vesting date, which is determined by reference to the dividend yield on HSBC shares, calculated annually.
A payment of notional return is made annually in the same proportion as the vesting of the deferred awards on each vesting date. The amount is disclosed on a paid basis in the year in which the payment is made. No deferred cash awards have been made to executive Directors under the current policy that has been operated from the 2016 financial year.

 
Determining executive Directors’ annual performance
(Audited)
Executive Director’s awards reflected the Committee’s assessment of their performance against the personal and corporate objectives in their scorecards, which were agreed at the start of the year and reflect the Group’s strategic priorities and risk appetite. In accordance with the downward override policy, the Committee also consulted the Financial System Vulnerabilities Committee and took into consideration its feedback in relation to progress on enhancing AML and sanctions compliance, along with progress in meeting the Group’s obligations under the AML DPA and other relevant orders. The Committee also took into consideration the report of the independent Monitor in determining the scorecard outcomes.
In order for any annual incentive award to be made, each executive Director must achieve a required behaviour rating,
which is assessed by reference to the HSBC Values. For 2017,
all executive Directors achieved the required behaviour rating.

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Directors’ Remuneration Report


The performance achieved by executive Directors in the year is shown in the table below.
Annual assessment
 
Stuart Gulliver
Iain Mackay
Marc Moses
Weighting (%)
Assessment (%)
Outcome (%)
Weighting (%)
Assessment (%)
Outcome (%)
Weighting (%)
Assessment (%)
Outcome (%)
Profit before tax 1
20.00
100.00
20.00
10.00
100.00
10.00
10.00
100.00
10.00
Capital management
25.00
100.00
25.00
Deliver cost savings
20.00
25.00
5.00
10.00
25.00
2.50
Reduce Group RWAs
10.00
100.00
10.00
10.00
100.00
10.00
15.00
100.00
15.00
Strategic growth
10.00
90.19
9.02
Global Standards including
risk and compliance
25.00
85.00
21.25
25.00
90.00
22.50
50.00
86.25
43.13
Personal objectives
15.00
97.92
14.69
20.00
97.70
19.54
25.00
92.18
23.04
Total
100.00
 
79.96
100.00
 
89.54
100.00
 
91.17
Maximum annual incentive opportunity (£000)
 
 
£2,660
 
 
£1,490
 
 
£1,490
Annual incentive (£000)
 
 
£2,127
 
 
£1,334
 
 
£1,358
Financial performance
Annual assessment
 
 
Minimum
(25% payout)

Maximum
(100% payout)

Performance

Assessment

Measure
 
 
 
 
Profit before tax   ($bn) 1

$16.0


$19.0


$21.2

100.00
%
Deliver cost savings ($bn) 2

$30.2


$29.6


$30.2

25.00
%
Reduce Group RWAs ($bn)

$63.4


$70.5


$70.7

100.00
%
Strategic growth 3
Various

Various

Fully met targets for six measures and partly met targets for three measures.

90.19
%
1
Profit before tax, as defined for Group annual bonus pool calculation. This definition excludes business disposal gains and losses, debt valuation adjustments, restructuring and write-off costs included in ‘Costs to Achieve' and variable pay expense. It does, however, take into account fines, penalties and costs of customer redress, which are excluded from the adjusted profit before tax. The adjusted profit before tax as per adjusted results is found on page 2 .
2
Measured by reference to the 2017 exit run-rate for adjusted costs compared with our 2014 cost base.
3
Strategic growth measures include optimising global network, rebuilding NAFTA region profitability, delivering growth above GDP from our international network, pivot to Asia and Renminbi internationalisation.

192
HSBC Holdings plc


Non-financial performance
The table below provides an overview of the non-financial performance achieved by each executive Director.
Stuart Gulliver
 
Performance
Assessment

Global Standards including risk and compliance
Achieve and sustain compliance with global financial crime compliance policies and procedures, and/or have approved dispensations in place.
Implementation of the operational risk management framework.
Implementation of global conduct programme and maturity level achieved against the required conduct outcomes.
Effective risk management with AML, sanctions, anti-bribery and corruption policies and Global Standards.
The financial crime risk management agenda has continued to be pursued rigorously resulting in key compliance action plan deliverables being met and strong progress made on Global Standards programme. This has been reinforced by a strong tone from the top, active engagement at relevant governance forums and full commitment to the ongoing development of the Financial Crime Risk ('FCR') function. Risk management practices materially strengthened across regions and businesses. However, further improvement is needed before sustainable maturity is achieved.
Implemented the operational risk management framework with key milestones met.
The conduct programme consistently delivered against the committed plan, including high priority conduct gaps closed and action plans implemented in respect of remaining gaps as well as the production and embedding of conduct management information. Achieved consistent management, oversight and delivery of conduct outcomes across all global businesses and significant global functions, including the effective transition to business as usual activities.
The AML DPA expired on 11 December 2017, and at the DoJ's request, the charges deferred by the AML DPA have been dismissed by the US district court that oversaw the agreement.
85.0
%
Personal objectives
Ensure climate change is reflected across the Group‘s activities.
Optimise global network and reduce complexity.
Set up UK ring-fenced bank headquartered in Birmingham and move the business to be ready for UK departure from the EU.
Delivery of high-priority projects.
Improve customer satisfaction and employee diversity.
Complete succession and transition planning.
HSBC scored ‘A-’ (leadership level) in the Climate Disclosure Project 2017 climate change rankings. In 2017, HSBC developed and published its sustainability strategy and announced five commitments to support the transition to a low-carbon economy. These include a commitment to provide $100bn of sustainable finance, demonstrating HSBC’s ambition to be a leading global partner to the public and private sectors in the transition to a low carbon economy.
The Group’s geographic coverage has been reduced to 67 countries and territories and previously announced transactions/closures are being progressed.
Establishment of the UK ring-fenced bank is on track, with the provisional banking licence approved by the Prudential Regulation Authority (‘PRA’). 91% of Birmingham head office roles resourced, and the majority of technology deployments complete.
Implementation plan for a UK departure from the EU is on track.
The high-priority programmes, including digital transformation and cybersecurity have been assessed as fully met.
Achieved customer recommendation of 82% (target 75%) by retail customers. Good progress has been made in 2017, notably establishing the ‘Moments Of Truth’ survey in key markets.
Achieved target (26.3%) for female representation at senior management level.
Group succession plan is in place for key management personnel.
Stuart Gulliver was awarded ‘Order of the Aztec Eagle’, Mexico‘s highest distinction for foreign citizens and was the first banking executive ever to receive this award.
97.9
%

HSBC Holdings plc
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Directors’ Remuneration Report

Iain Mackay
 
Performance
Assessment
Capital management
Implement consistent capital management framework across the Group for internal and external reporting.
Capital management framework fully implemented with capital actions enabled and return on tangible equity introduced as the revised capital management measure in internal and external reporting.
100.0
%
Global Standards including risk and compliance
Effective management of material operational risks.
Implementation of the operational risk management framework.
Proactively review and challenge the first line of defence to assess the adequacy of risk management activities relating to accounting and tax.
Implementation of global conduct programme and maturity level achieved against the required conduct outcomes.
Successful delivery of regulatory and internal stress tests in 2017.
Significant effort undertaken during 2017 to strengthen the self-identification, recording and remediation of audit issues through the implementation, training and awareness of the enhanced control framework. There were a small number of residual risks, all of which are appropriately managed.
Largely implemented the operational risk transformation programme and operational risk management framework.
Strong progress made towards the implementation of risk steward responsibilities for accounting and tax risk. Oversight of these risks within business areas is being progressed through the controls optimisation project.
Completed implementation of the global conduct programme milestones including the production and embedding of conduct management information.
Successfully delivered stress test submissions; including Comprehensive Capital Analysis and Review (‘CCAR’), Annual Stress Testing and PRA stress tests. Largely completed delivery of IFRS 9 programme.
90.0
%
Personal objectives
Enhanced environmental, social and governance (‘ESG’) disclosures.
Deliver Global Finance transformation.
Set-up UK ring-fenced bank headquartered in Birmingham and move the business to be ready for a UK departure from the EU.
Improve employee diversity.
Complete succession and transition planning.
First ESG report published in April 2017. Updated ESG report published in November 2017.
Significant cost and headcount saves achieved through the Global Finance transformation together with substantial strengthening of the Global Finance centres. Progress achieved in enhancing efficiency through process re-engineering and technology deployment with improvements in timing and quality of delivery.
UK ring-fenced bank financial and regulatory reporting infrastructure on track to support employees and product systems migrations and to start trading as HSBC UK on 1 July 2018, subject to ring-fencing transfer scheme approval by court. 91% of Birmingham head office roles resourced.
Finance Steering Committee established for dealing with UK’s departure from the EU and implementation plan is on track.
Achieved 26.7% (target = 28.5%) for female representation at senior management in the Finance function.
Global people & talent programme established across the Global Finance function, focusing on the identification, development and leverage of talent at all levels to strengthen capability, quality and diversity of leadership succession across the function. Top 100 Programme launched in partnership with Duke Corporate Education.
Succession plans in place for key management personnel.
97.7
%

194
HSBC Holdings plc


Marc Moses
 
Performance
Assessment

Global Standards including risk and compliance
Ensure the Global Risk function enables and supports the FCR function to achieve and sustain compliance with global financial crime compliance policies and procedures.
Implementation of the operational risk management framework.
Effective management of material operational risks.
Proactively review and challenge the first line of defence to assess the adequacy of risk management activities and fulfil risk steward responsibilities.
Manage credit and market risk, and oversee liquidity risk within the Board approved risk appetite.
Implementation of global conduct programme and maturity level achieved against the required conduct outcomes.
Successful delivery of regulatory and internal stress tests in 2017.
Enabled effective FCR management through the enterprise wide and operational risk management frameworks, provision of risk analytics support to FCR management and the completion of FCR model.
Implementation of operational risk management framework and the delivery of risk management system of record on time and within budget. Material operational risks are being actively managed and remediation actions relating to high and very high residual risks are being completed.
Completed the delivery of the US risk management measures to enable compliance with regulations; largely completed the delivery of IFRS 9 and Dodd-Frank programmes.
Successfully delivered the 2017 Annual Cyclical Scenario: Biennial Exploratory Scenario submissions to the PRA and the CCAR submissions to the Federal Reserve Board.
Credit, market and liquidity metrics effectively managed through the Group Risk Management Meeting and within Group risk appetite profile.
Successfully completed all 2017 conduct programme milestones including the production and embedding of conduct management information, and enabling compliance with conduct regulations. Maturity levels across conduct outcomes largely met expectations.
86.3
%
Personal objectives
Develop processes to measure exposure to carbon-intensive and low-carbon-intensive activities.
Define opportunities to develop risk management policies and procedures consistent with Group risk appetite to protect the Group from climate change risk, and enable business activities supporting a transition to a low-carbon economy.
Pivot to Asia and support growth of customer lending.
Deliver Global Risk function transformation.
Improve RWA effectiveness and efficiency.
Improve employee diversity.
Complete succession and transition planning.
Enabled the embedding of effective client and sustainability risk management; engaged constructively with non-governmental organisations and participated actively in the Global Climate Change Disclosure taskforce. Actively applied revised sustainability policies and frameworks to support the successful launch of Green and Social Bonds, the risk management of our environmentally-sensitive exposures such as incorporating new standards for the palm oil sector to protect high carbon stock forests and peat, and delivery of actions to reduce client sensitivity to risks associated with the transition from a high-carbon to low-carbon economy through the financing of green initiatives.
Pivot to Asia with ongoing RBWM expansion and launch of China Cards has driven higher returns and lending growth, particularly in Hong Kong and the Pearl River Delta. Regulatory approval obtained to establish HSBC Qianhai Securities Limited will increase access to China’s markets for domestic and international clients.
Effectively managed costs and headcount of the Global Risk function through rigorous monitoring of performance and implementation of transformation activities including process re-engineering, and location optimisation.
Strengthened RWA effectiveness and efficiency within CMB and GBM supporting overall reduction in Group RWAs.
Delivered Global Risk function people initiatives including succession plans and achieved 27.1% (target = 27.7%) for female representation at senior management in the Risk function.
92.2
%

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Directors’ Remuneration Report

Long-term incentive awards
(Audited)
For the 2017 performance year, the Committee determined to grant Iain Mackay and Marc Moses an LTI award equivalent to 319% of base salary after taking into consideration performance achieved for the financial year ended 31 December 2017 and the achievements against the strategic actions announced in June 2015. The awards will be subject to a  three -year performance period starting 1 January 2018. As the awards are not entitled to
 
dividend equivalents per regulatory requirements, the number of shares to be awarded to executive Directors will be adjusted to reflect the expected dividend yield of the shares over the vesting period. The measures that will be used to assess performance and payout are described below. To the extent performance conditions are satisfied at the end of the three -year performance period, the awards will vest in five equal annual instalments commencing from around the third anniversary of the grant date. On vesting, awards are subject to a retention period of one year.
Performance conditions for LTI awards in respect of 2017
Measures
Minimum
(25% payout)
Target
(50% payout)
Maximum
(100% payout)
Weighting
%
Average return on equity (with CET1 underpin) 1
9.0%
10.0%
11.0%
20
Cost-efficiency ratio
60.0%
58.0%
55.5%
20
Relative total shareholder return 2
At median of the peer group.
Straight-line vesting between minimum and maximum.
At upper quartile of the peer group.
20
Risk and compliance
Achieve and sustain compliance with Global Financial Crime Compliance policies and procedures.
Achieve a sustainable adoption of Group operation risk management framework, along with its policies and practices.
Achieve and sustain delivery of global conduct outcomes and compliance with conduct of business regulatory obligations.
Performance will be assessed by the Committee based on a number of qualitative and quantitative inputs such as feedback from the Financial System Vulnerabilities Committee, Group Financial Crime Risk assessment against Financial Crime Compliance objectives, outcome of assurance and audit reviews, and achievement of the long-term Group objectives and priorities during the performance period.

25
Strategy
 
 
 
15
Sustainable finance 3
$30bn
$34bn
$37bn

Employee confidence 4
65%
67%
70%
 
Customer
(Based on customer recommendation in top five markets by revenue)
Improvement in recommendation in three of top five markets for CMB, GBM and RBWM.
Improvement in recommendation in four of top five markets for CMB, GBM and RBWM.
Improvement in recommendation in all of top five markets for CMB, GBM and RBWM.
 
Total
 
 
 
100
1
Significant items are excluded from the profit attributable to ordinary shareholders of the company for the purpose of computing adjusted return on equity. If the CET1 ratio at the end of performance period is below the CET1 risk tolerance level set in the RAS then, the assessment for this measure will be reduced to nil.
2
The peer group for the 2017 award is: Bank of America, Barclays, BNP Paribas, Citigroup, Credit Suisse Group, DBS Group Holdings, Deutsche Bank, JPMorgan Chase & Co., Lloyds Banking Group, Standard Chartered and UBS Group.
3
To be assessed based on cumulative financing and investment made to develop clean energy, lower-carbon technologies and projects that contribute to the delivery of the Paris Agreement and the UN sustainable development goals.
4
Assessed based on results of the latest employee snapshot survey question ‘I am seeing the positive impact of our strategy’.
Payments to past Directors
(Audited)
No payments were made to or in respect of former Directors in the year in excess of the minimum threshold of £50,000 set for this purpose.
Total pension entitlements
(Audited)
No employees who served as executive Directors during the year have a right to amounts under any HSBC final salary pension scheme for their services as executive Directors or are entitled to additional benefits in the event of early retirement. There is no retirement age set for Directors, but the normal retirement age for employees is 65 .
External appointments
Douglas Flint received £31,500 in fees from Chairman Mentors International in the period to 30 September 2017.
During 2017, Stuart Gulliver received SGD10,000 in fees as a member of the Monetary Authority of Singapore International Advisory Panel, which was donated to charity.

 
Retirement arrangements for Douglas Flint
(Audited)
Douglas Flint retired from the Board on 30 September 2017. In line with the remuneration policy, he is not entitled to be considered for any variable pay awards in respect of 2017. In accordance with his contractual entitlements and the approved policy, he received the following payments and benefits until he ceased to be an employee on 31 December 2017.
Salary and cash in lieu of pension: £487,500 ; and
Contractual benefits valued at: £24,068 .
In December 2017, Douglas Flint received a payment of £377,500 in lieu of his salary and cash in lieu of pension for the period from 1 January 2018 to 11 March 2018 and a payment of £180,000 in lieu of unused holiday entitlement. He received no compensation payment for ceasing to be an executive Director.
As disclosed in our approved remuneration policy, he is also eligible to receive medical coverage for a period of seven years from 1 January 2018.
Scheme interests awarded during 2017
(Audited)
The table below sets out the scheme interests awarded to Directors in 2017, for performance in 2016, as disclosed in the 2016 Directors’ Remuneration Report. No non-executive Directors received scheme interests during the financial year.

196
HSBC Holdings plc


Scheme awards in 2017
(Audited)
 
Type of interest awarded
Basis on which
award made
Date of award
Face value awarded 1,2
£000
Percentage receivable for minimum performance 1,2
Number of
shares
awarded
Share price
on date
of grant 3

End of performance period
Stuart Gulliver
Deferred shares
Long-term incentive 2016
27 Feb 2017
3,990
25
613,562

£6.5030

31 Dec 2019
Iain Mackay
Deferred shares
Long-term incentive 2016
27 Feb 2017
2,232
25
343,226

£6.5030

31 Dec 2019
Marc Moses
Deferred shares
Long-term incentive 2016
27 Feb 2017
2,232
25
343,226

£6.5030

31 Dec 2019
1
For annual incentive, awards were determined based on performance achieved during the period to 31 December 2016 and were subject to a six -month retention period on vesting. These awards are also subject to clawback for a maximum period of 10 years from the date of the award. The overall award level could have been 0% of the maximum opportunity if minimum performance was not achieved at the end of the performance period.
2
For LTI, awards are subject to a three -year forward-looking performance period and awards vest in five equal instalments subject to performance achieved. On vesting, awards will be subject to a six -month retention period. Awards are subject to malus during the vesting period and clawback for a maximum period of 10 years from the date of the award. Details of performance conditions applicable during the forward-looking performance period are set out below.
3
Share price used is the closing mid-market price on the last working day preceding the date of grant.
The above table does not include details of shares issued as part of the fixed pay allowances, as those shares vested immediately and are not subject to any service or performance conditions.
 
Details of the performance measures and targets for the LTI award in respect of 2016 are detailed below.
Performance conditions for LTI awards in respect of 2016
Measures
Minimum
(25% payout)
Target
(50% payout)
Maximum
(100% payout)
Weighting
%
Average return on equity 1
7.0%
8.5%
10.0%
20
Cost efficiency (adjusted jaws)
Positive
1.5%
3.0%
20
Relative total shareholder return 2
At median of the peer group.
Straight-line vesting between minimum and maximum.
At upper quartile of the peer group.
20
Global Standards including risk and compliance
Status of AML DPA.
Not applicable

Not applicable
Met all commitments to achieve closure of the AML DPA and protect HSBC from further regulatory censure for financial crime compliance failings.
25
Achieve and sustain compliance with Global Financial Crime Compliance policies and procedures.
Performance will be assessed by the Committee based on a number of qualitative and quantitative inputs such as feedback from the Financial System Vulnerabilities Committee, Group Financial Crime Risk assessment against Financial Crime Compliance objectives, outcome of assurance and audit reviews, and achievement of the long-term Group objectives and priorities during the performance period.

 
Strategy
International client revenues
(Share of revenues supported by international network)

50%
51%
52%
15
Revenue synergies
(Share of revenues supported by universal banking model)
22%
23%
24%
 
Employee 3
(Results of employee survey)
65%
67%
70%
 
Customer
(Based on customer recommendation in home country markets)
Rank within top three in at least two of the four RBWM and CMB customer segments in home country markets.
Rank within top three in three of the four RBWM and CMB customer segments in home country markets.
Rank within top three in all four RBWM and CMB customer segments in home country markets.
 
Total
 
 
 
100
1
Significant items are excluded from the profit attributable to ordinary shareholders of the company for the purpose of computing adjusted return on equity.
2
The peer group for the 2016 award is: Australia and New Zealand Banking Group, Bank of America, Barclays, BNP Paribas, Citigroup, Credit Suisse Group, DBS Group Holdings, Deutsche Bank, JPMorgan Chase & Co., Lloyds Banking Group, Standard Chartered and UBS Group.
3
Assessed based on results of the latest employee snapshot survey question ‘I am seeing the positive impact of our strategy’.


HSBC Holdings plc
197


Directors’ Remuneration Report

Directors’ interests in shares
(Audited)
The shareholdings of all persons who were Directors in 2017, including the shareholdings of their connected persons, at 31 December 2017, or date of retirement from the Board, if earlier,
 
are set out below. The table below shows the comparison of shareholdings to the company shareholding guidelines. There
have been no changes in the shareholdings of the Directors from 31 December 2017 to the date of this report.
Shares
(Audited)
 
Shareholding guidelines 2
(% of salary)

Shareholding at
31 Dec 2017, or date of retirement from the Board, if earlier 3 (% of salary)

At 31 Dec 2017, or date of retirement from the Board, if earlier
 
 
Scheme interests
 
Share
interests 4
(number
of shares)

Share options 5

Shares awarded subject to deferral 1
 
without performance conditions 4, 6

with
performance
conditions 7

Executive Directors
 
 
 
 
 
Douglas Flint (retired from the Board on
30 September 2017)
100
%
125
%
252,606

2,919



Stuart Gulliver
400
%
2,211
%
3,711,169


2,293,071

738,499

Iain Mackay
300
%
470
%
442,118

3,469

1,268,016

426,997

Marc Moses
300
%
1,284
%
1,207,068


1,288,389

424,927

Group Managing Directors 8
250,000 shares

n/a

n/a

n/a

n/a

n/a

1
The gross number of shares is disclosed. A portion of these shares will be sold at vesting to cover any income tax and social security which falls due at the time of vesting.
2
Unvested share-based incentives are note counted towards compliance with the shareholding guideline.
3
The value of the shareholding is calculated using an average of the daily closing share prices in the three months to 31 December 2017, ( £7.4468 ).
4
For variable pay awards (annual incentive and LTI), in line with regulatory requirements, any deferred shares (net of tax) which the Director becomes entitled to are subject to a retention requirement, such that they must be held for a predefined period of time. To provide the executive Directors with appropriate flexibility, the Committee determined that, the requirement to hold these shares could be met either by retaining the shares that vested from the underlying award (net of tax) or by separately retaining a number of shares equivalent to those that vested under the award. The Committee consider that such an arrangement results in the employee holding the same number of shares as per the original intention of the retention period as set out in the remuneration policy approved by shareholders in 2014.
5
All share options are unvested and unexercised.
6
Includes Group Performance Share Plan ('GPSP') awards, which were made following an assessment of performance over the relevant period ending on 31 December before the grant date but are subject to a five -year vesting period.
7
Awards granted in March 2013 are subject to service conditions and satisfactory completion of the AML DPA, as determined by the Committee. The AML DPA condition ends on the fifth anniversary of the award date. LTI awards granted in February 2017 are subject to the performance conditions as set out on page 197 .
8
All Group Managing Directors are expected to meet their shareholding guideline by 2019 or within five years of the date of their appointment, whichever is later.
Share options
(Audited)
 
Date of award
Exercise price
Exercisable
At 1 Jan

Exercised

At 31 Dec 2017, or date of retirements from the Board, if earlier

 
 
£
from 1
until
2017

in year

Douglas Flint
23 Sep 2014
5.1887
1 Jan 2018
30 June 2018
2,919


2,919

Iain Mackay
23 Sep 2014
5.1887
1 Nov 2017
30 April 2018
3,469


3,469

1
May be advanced to an earlier date in certain circumstances, such as retirement.
The above awards were made under HSBC UK Sharesave, an all-employee share plan under which eligible employees may be granted options to acquire HSBC Holdings ordinary shares. The exercise price is determined by reference to the average market value of HSBC Holdings ordinary shares on the five business days immediately preceding the invitation date, then applying a discount of 20% . Employees may make contributions of up to £500 each month over a period of three or five years. The market value per ordinary share at 29 December 2017 was £ 7.6650 . 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.

 
Summary of shareholder return and Group Chief Executive remuneration
The following graph shows the total shareholder return (‘TSR’) performance against the FTSE 100 Total Return Index for the nine-year period that ended on 31 December 2017. The FTSE 100 Total Return Index has been chosen as this is a recognised broad equity market index of which HSBC Holdings is a member. The single figure remuneration for the Group Chief Executive over the past nine years, together with the outcomes of the respective annual incentive and long-term incentive awards, is presented in the following table.

198
HSBC Holdings plc


HSBC TSR and FTSE 100 Total Return Index
A5ARA-CORPO_CHARTX42144.JPG
 
2009

2010

2011

2012

2013

2014

2015

2016

2017

Group Chief
Executive
Michael Geoghegan

Michael Geoghegan

Stuart Gulliver

Stuart Gulliver

Stuart Gulliver

Stuart Gulliver

Stuart Gulliver

Stuart Gulliver

Stuart Gulliver

Total single figure
£000
7,580
7,932
8,047
7,532
8,033
7,619
7,340
5,675
6,086
Annual incentive 1
(% of maximum)
94
%
82
%
58
%
52
%
49
%
54
%
45
%
64
%
80
%
Long-term incentive 2,3
(% of maximum)
25
%
19
%
50
%
40
%
49
%
44
%
41
%
%
%
1
The 2012 annual incentive figure for Stuart Gulliver used for this table includes 60% of the annual incentive disclosed in the 2012 Directors’ Remuneration Report, which was deferred for five years and subject to service conditions and satisfactory completion of the AML DPA as determined by the Committee. The AML DPA condition ends on the fifth anniversary of the award date.
2
Long-term incentive awards are included in the single figure for the year in which the performance period is deemed to be substantially completed. For GPSP awards this is the end of the financial year preceding the date of grant (GPSP awards shown in 2011 to 2015 therefore relate to awards granted in 2012 to 2016). For performance share awards that were awarded before introduction of GPSP, the value of awards that vested subject to satisfaction of performance conditions attached to those awards are included at the end of the third financial year following the date of grant (for example, performance share awards shown in 2010 relates to awards granted in 2008).
3
The GPSP was replaced by the LTI in 2016 and the value for GPSP is nil for 2016 as no GPSP award was made for 2016. The first LTI award was made in February 2017, with a performance period ending in 2019. For year-on-year comparison purposes, if target performance is achieved over the three-year performance period, LTI payout would be 50% of grant value. In this case, the single figure total remuneration of the Group Chief Executive for year-on-year comparison would be (in £000) £7,670 for 2016. Stuart Gulliver was not eligible for an LTI award in respect of 2017 given his announced retirement.
Comparison of Group Chief Executive and all-employee pay
The following charts compare the changes in Group Chief Executive pay to changes in employee pay between 2016 and 2017, and provide a breakdown of total staff pay relative to the amount paid out in dividends.
Percentage change in remuneration between 2016 and 2017
 
Group Chief Executive

Employee group

Base salary 1
%
5
%
Benefits 2, 3
(10
)%
3
%
Annual incentive 4
25
 %
12
%
1
Employee group consists of local full-time UK employees as representative of employees from different businesses and functions across the Group. Group Chief Executive's total fixed pay has not increased since 1 January 2014.
2
There has been no change in the benefits provided to the Group Chief Executive. The change in the value of the benefit is due to the change in the taxable value of the benefit as reported in the single figure table.
3
For benefits, employee group consists of UK employees which was deemed the most appropriate comparison for the Group Chief Executive given varying local requirements.
4
For annual incentive, employee group consists of all employees globally. The change is based on annual incentive pool as disclosed on page 31 and staff numbers (full-time equivalents at the financial year-end). The percentage change in annual incentive award of the Group Chief Executive is primarily driven by the difference in the 2016 and 2017 scorecard outcome, reflecting performance achieved in those years, and change in policy. Details of the 2017 total single figure of remuneration for the Group Chief Executive are on page 190 .
 
Relative importance of spend on pay
The chart below shows the change in:
total staff pay between 2016 and 2017; and
dividends paid out in respect of 2016 and 2017.
In 2017, we returned a total of $3bn to shareholders through share buy-backs.
Relative importance of spend on pay
ì
î

5%
4%
A5ARA-CORPO_CHARTX44534.JPG
Return to shareholder
Employee compensation and benefits
 
 
Dividends
 
 
 
 
 
 
Share buy-back
 
 
 

HSBC Holdings plc
199


Directors’ Remuneration Report

Non-executive Directors
(Audited)
The table below shows the total fees of non-executive Directors for 2017, together with comparative figures for 2016.
Fees and benefits
(Audited)
 
Fees 1
Benefits 2
Total
(£000)
Footnotes
2017
2016

2017
2016

2017
2016

Phillip Ameen
3
474
440

12
38

486
478

Kathleen Casey
 
174
155

16
21

190
176

Henri de Castries
4
132
79

5
4

137
83

Laura Cha
5
269
247

22
20

291
267

Lord Evans of Weardale
 
215
190

8
5

223
195

Joachim Faber
6
162
152

9
10

171
162

Sam Laidlaw (Retired on 28 April 2017)
 
70
185

1
11

71
196

Irene Lee
7
300
268

8
9

308
277

John Lipsky
 
199
180

25
21

224
201

Rachel Lomax (Retired on 28 April 2017)
 
93
254

1
6

94
260

Heidi Miller
8
571
536

18
30

589
566

David Nish
9
158
83

18
19

176
102

Jonathan Symonds
10
639
520

2
6

641
526

Jackson Tai
11
194
48

43
4

237
52

Mark Tucker (Appointed on 1 September 2017)
12
500

318

818

Pauline van der Meer Mohr
13
239
172

16
9

255
181

Paul Walsh (Resigned on 21 April 2017)
 
55
142

2
5

57
147

Total
 
4,444
3,651

524
218

4,968
3,869

Total ($000)
 
5,720
4,926

674
294

6,395
5,220

1
Fees include a travel allowance of £4,000 for non-UK based non-executive Directors.
2
Benefits include accommodation and travel-related expenses relating to attendance at Board and other meetings at HSBC Holdings' registered office. Amounts disclosed have been grossed up using a tax rate of 45% , where relevant. The 2016 amounts have been restated to exclude National Insurance Contributions.
3
Includes fees of £330,000 in 2017 ( £315,000 in 2016) as a Director, Chairman of the Audit Committee and member of the Risk Committee of HSBC North America Holdings Inc.
4
Appointed as a member of the Group Remuneration Committee on 26 May 2017.
5
Includes fees of £75,000 in 2017 ( £72,000 in 2016) as a Director, Deputy Chairman and member of the Nomination Committee of The Hongkong and Shanghai Banking Corporation Limited.
6
Includes £8,000 (inclusive of VAT) in respect of his membership of a verwaltungsrat (advisory body) to HSBC Trinkaus & Burkhardt AG. Stepped down as Chairman of the Group Risk Committee on 28 April 2017 and resigned from the Group Risk Committee on 30 November 2017.
7
Includes fees of £187,000 in 2017 ( £173,000 in 2016) as a Director, and member of the Audit Committee and the Risk Committee of The Hongkong and Shanghai Banking Corporation Limited and as a Director, member of the Audit Committee and Chairman of the Risk Committee of Hang Seng Bank Limited.
8
Includes fees of £427,000 in 2017 ( £411,000 in 2016) as Chairman of HSBC North America Holdings Inc.
9
Appointed as a member of the Group Remuneration Committee on 26 May 2017.
10
Appointed as Senior Independent Director on 28 April 2017. Includes fees of £382,000 in 2017 ( £345,000 in 2016) as non-executive Chairman of HSBC Bank plc.
11
Appointed as Chairman of the Group Risk Committee on 28 April 2017.
12
Received a one time relocation benefit of £300,000 .
13
Appointed as Chairman of the Conduct & Values Committee and the Group Remuneration Committee on 28 April 2017.
Non-executive Directors’ interests in shares
(Audited)
The shareholdings of persons who were non-executive Directors in 2017, including the shareholdings of their connected persons, at
31 December 2017, or date of cessation as a Director, if earlier, are set out below. The table below shows the comparison of shareholdings to the company shareholding guidelines.
Shares
 
Shareholding guidelines (number of shares)
Share interests
(number of shares)
Phillip Ameen
15,000
5,000
Kathleen Casey
15,000
9,125
Laura Cha
15,000
18,200
Henri de Castries
15,000
17,116
Lord Evans of Weardale
15,000
12,892
Joachim Faber
15,000
66,605
Sam Laidlaw (Retired on 28 April 2017)
15,000
41,887
Irene Lee
15,000
10,588
John Lipsky
15,000
16,165
Rachel Lomax (Retired on 28 April 2017)
15,000
18,900
Heidi Miller
15,000
4,200
David Nish
15,000
50,000
Jonathan Symonds
15,000
42,821
Jackson Tai
15,000
44,825
Mark Tucker (Appointed on 1 September 2017)
15,000
276,000
Pauline van der Meer Mohr
15,000
15,000
Paul Walsh (Resigned on 21 April 2017)
15,000
5,211

200
HSBC Holdings plc


Voting results from Annual General Meeting
The table below summarises the voting results at our AGM.
Annual General Meeting voting results
 
For 1
Against 1
Withheld
Remuneration Report (2017 AGM)
96.47%
3.53%
8,885,701,458
324,969,999
30,526,965
Remuneration Policy (2016 AGM)
96.05%
3.95%
8,887,168,002
365,908,568
35,165,873
1
Votes cast.
Implementation of remuneration policy in 2018 for executive Directors
Implementation of fixed remuneration is disclosed on page 189 , along with the remuneration policy summary. Further details on performance measures and weightings for the 2018 annual incentive award are provided below.
John Flint's fixed remuneration on taking on the the role of Group Chief Executive is disclosed on page 189 . In line with the other executive Directors, he will be eligible for discretionary variable pay that consists of an annual incentive award up to a maximum value of 215% of base salary, and a long-term incentive award up to a maximum of 320% of base salary.
 
Annual incentive scorecards
The weightings and performance measures for the 2018 annual incentive award for Stuart Gulliver, John Flint, Iain Mackay and Marc Moses are disclosed below. The performance targets for the annual incentive are commercially sensitive and it would be detrimental to the Group’s interests to disclose them at the start of the financial year. Subject to commercial sensitivity, we will disclose the targets for a given year in the Annual Report and Accounts for that year in the Directors‘ Remuneration Report.
2018 annual incentive scorecards
Executive Directors will be eligible for an annual incentive award of up to 215% of base salary.
2018 annual incentive scorecards measures and weightings
 
John Flint and Stuart Gulliver
Iain Mackay
Marc Moses
Measures
%
%
%
Profit before tax
20
10
15
Positive JAWS
10
15
Revenue growth
10
Capital management
10
25
10
Strategic priorities 1
25
25
15
Risk and compliance 2
25
25
60
Total
100
100
100
1
Measures will include key objectives set out in the strategy to be agreed with the Board.
2
Measures will include objectives relating to financial crime risk, operational risk, conduct and other financial risks.
Stuart Gulliver will step down as Group Chief Executive on 20 February 2018, and John Flint will succeed as Group Chief Executive with effect from 21 February 2018. The scorecard outcome as determined in line with the table above will be applied to the maximum annual incentive award opportunity for Stuart Gulliver and John Flint on a pro-rata basis taking into account time spent by them in the Group Chief Executive role.
Stuart Gulliver will also be eligible to be considered for an annual incentive award and the Committee will consider his contribution as he continues to advise HSBC during the period between 21 February 2018 and his retirement date of 11 October 2018.
Long-term incentives
Details of the performance measures and targets for LTI awards to be made in 2018, in respect of 2017, are provided on page 196 .
The performance measures and targets for awards to be made in respect of 2018, granted in 2019, will be provided in the Annual Report and Accounts 2018 .
Retirement arrangements for Stuart Gulliver
Stuart Gulliver will step down as executive Director and Group Chief Executive on 20 February 2018 and will then cease employment with the Group on 11 October 2018.
Under the terms of his service contract, Stuart Gulliver will continue to receive his current salary of £1,250,000 per annum, his fixed pay allowance of £1,700,000 per annum, his cash in lieu of pension allowance of £375,000 per annum and his contractual benefits until his retirement. He will also be eligible to be considered for a 2018 annual incentive award as set out above. He will not receive a 2017 or 2018 LTI award, for which he otherwise would have been eligible to be considered for an amount which could have totalled up to £3,990,000 per year.
 
Stuart Gulliver will also be granted Good Leaver status, in accordance with the plan rules, in respect of his unvested deferred awards that were awarded in performance years 2012 to 2017. These awards were published in the annual report in those respective years and approved by shareholders at the respective AGMs. These awards will vest on the scheduled vesting dates, subject to the relevant terms (including post-vest retention periods, malus and, where applicable, clawback) and the achievement of any required performance conditions. Vesting of his 2016 performance year LTI award will be pro-rated for the period he is employed by the Group.
As per the shareholder approved remuneration policy, Stuart Gulliver will be entitled to a payment in lieu of any accrued but untaken holiday entitlement at his retirement date of 11 October 2018, and certain post-departure benefits including medical cover for a period of up to seven years. He will receive no compensation or payment for the termination of his service contract.
Implementation of remuneration policy in 2018 for non-executive Directors
The Committee has reviewed the fee levels payable to the non-executive Directors and details can be found on page 188 .
Additional remuneration disclosures
This section provides disclosures required under the Hong Kong Ordinances, Hong Kong Listing Rules, the US Securities and Exchange Commission Form 20-F and the Pillar 3 remuneration disclosures.

HSBC Holdings plc
201


Directors’ Remuneration Report

Payments on loss of office
The table below sets out the basis on which payments on loss of office may be made. Other than as set out in the table, there are
 
no further obligations which could give rise to remuneration payments or payments for loss of office.
Component of remuneration
Approach taken
Fixed pay and benefits
Executive Directors may be entitled to payments in lieu of:
notice, which shall consist of base salary, pension entitlements and other contractual benefits, or an amount in lieu of; and/or
accrued but untaken holiday entitlement.
Annual incentives and
long-term incentives
In exceptional circumstances as determined by the Committee, an executive Director may be eligible for annual incentives and long-term incentives based on the time worked in the performance year and on the individual executive Director’s contribution.
Unvested deferred awards
All unvested awards will be forfeited when an executive Director ceases employment voluntarily and is not deemed a good leaver. An executive Director may be considered a good leaver at the discretion of the Committee, and the following will apply:
unvested awards will continue to vest in line with the applicable vesting dates, subject to the original performance conditions, the share plan rules, malus and clawback provisions; or
vested shares, subject to retention, will be released to the executive Director on cessation of employment. In the event of death, unvested awards will vest and will be released to the executive Director’s estate as soon as practicable.
In respect of outstanding unvested awards, for an individual to be considered as a good leaver, the Committee needs to be satisfied that the executive has no current or future intention at the date of leaving HSBC of being employed by any competitor financial services firm. The Committee determines the list of competitor firms and length of time this restriction applies. If the Committee becomes aware of any evidence to the contrary before vesting, the award will lapse.
If the executive Director is not deemed a good leaver for purposes of the GPSP, vested shares, subject to retention, will be released to the executive Director in three equal tranches on each of the first, second and third anniversary of cessation of employment.
Repatriation
Where an executive Director has been relocated as part of their employment, the Committee retains the discretion to pay the repatriation costs. These may include, but are not restricted to airfare, accommodation, shipment, storage, utilities, and any tax and social security that may be due in respect of such benefits.
Post-departure benefits
Applicable for the duration of the clawback period, up to a maximum of seven years from date of departure for those who depart under good leaver provisions under the HSBC Share Plan and subject to non-compete provisions, in accordance with the terms of the policy. Benefits may include medical coverage, tax return preparation assistance and legal expenses for the duration of the clawback period.
The Committee also has the discretion to extend the post-departure benefit of medical coverage to former executive Directors up to a maximum of seven years from their date of departure.
Legal claims
The Committee retains the discretion to make payments (including professional and outplacement fees) to mitigate against legal claims, subject to any such payments being made in accordance with the terms of an appropriate agreement waiving all claims against the Group.
Change of control
In the event of a change of control, outstanding awards will be treated in line with the provisions set out in the respective plan rules.
Employee compensation and benefits
Executive Directors
Set out below are details of compensation paid to executive Directors for the year ended 31 December 2017.
Emoluments
 
Douglas Flint
Stuart Gulliver
Iain Mackay
Marc Moses
 
2017

2016

2017

2016

2017

2016

2017

2016

 
£000

£000

£000

£000

£000

£000

£000

£000

Basic salaries, allowances and benefits in kind
1,610

2,136

3,896

3,953

1,961

1,949

1,914

1,913

Pension contributions








Performance-related pay paid or receivable 1


2,127

5,685

3,566

3,219

3,590

3,237

Inducements to join paid or receivable








Compensation for loss of office








Notional return on deferred cash


63

27

42

17

42

18

Total
1,610

2,136

6,086

9,665

5,569

5,185

5,546

5,168

Total ($000)
2,072

2,882

7,834

13,039

7,168

6,995

7,139

6,972

1
Includes the value of the deferred and LTI awards at grant. The information for 2016 has been restated to include the value of LTI.
The aggregate amount of Directors' emoluments as defined above (including both executive Directors and non-executive Directors) for the year ended 31 December 2017 was $ 30,608,444 . As per our policy, benefits in kind may include, but are not limited to, the provision of medical insurance, income protection insurance, health assessment, life assurance, club membership, tax assistance, Hong Kong accommodation, car benefit, travel assistance, and relocation costs (including any tax due on these benefits, where applicable). Medical insurance benefit of £4,181 ($5,382) was provided to former director, Alexander Flockhart, during the year ended 31 December 2017. Amounts are converted into US dollars based on the average year-to-date exchange rates for the respective year.

 
Emoluments of senior management and five highest paid employees
The following table sets out the details of emoluments paid to senior management (being here, executive Directors and Group Managing Directors of the Group) for the year ended 31 December 2017, or for the period of appointment in 2017 as a Director or Group Managing Director. Details of the remuneration paid to the five highest paid employees, comprising one executive Director and four Group Managing Directors of the Group, for the year ended 31 December 2017 are also presented.

202
HSBC Holdings plc


Emoluments
 
 
Five highest paid employees

Senior management

 
£000

£000

Basic salaries, allowances and benefits in kind
18,729

41,143

Pension contributions
12

198

Performance-related pay paid or receivable 1
15,272

40,220

Inducements to join paid or receivable
2,465

2,465

Compensation for loss of office


Total
36,478

84,026

Total ($000)
46,955

108,159

1
Includes the value of deferred shares awards at grant.
Emoluments by bands
Hong Kong dollars
US dollars
Number of
highest paid employees

Number of
senior management

$16,000,001 – $16,500,000
$2,053,177 – $2,117,338

2

$24,500,001 – $25,000,000
$3,143,927 – $3,208,088

1

$25,500,001 – $26,000,000
$3,272,250 – $3,336,412

1

$33,500,001 – $34,000,000
$4,298,839 – $4,363,000

1

$34,000,001 – $34,500,000
$4,363,000 – $4,427,162

2

$36,000,001 – $36,500,000
$4,619,647 – $4,683,809

1

$43,500,001 – $44,000,000
$5,582,074 – $5,646,236

1

$47,500,001 – $48,000,000
$6,095,368 – $6,159,530

1

$52,500,001 – $53,000,000
$6,736,986 – $6,801,147

1

$55,000,001 – $55,500,000
$7,057,795 – $7,121,956

2

$60,000,001 – $60,500,000
$7,699,412 – $7,763,574
1

1

$61,500,001 – $62,000,000
$7,891,898 – $7,956,059
1

1

$64,500,001 – $65,000,000
$8,276,868 – $8,341,030
1

1

$65,000,001 – $65,500,000
$8,341,030 – $8,405,192
1

1

$89,000,001 – $89,500,000
$11,420,795 – $11,484,956
1

1

Pillar 3 remuneration disclosures
Remuneration for all employees
Remuneration policy overview and governance
Our remuneration strategy is designed to reward competitively the achievement of long-term sustainable performance, and attract and motivate the very best people who are committed to maintaining a long-term career with the Group while performing their role in the long-term interests of our stakeholders. We believe that remuneration is an important tool for instilling the right behaviours, and driving and encouraging actions that are aligned to organisational values and expectations.
Our remuneration strategy as approved by the Committee is based on the following principles:
An alignment to performance at all levels (individual, business and Group) taking into account both ‘what’ has been achieved and ‘how’ it has been achieved. The ‘how’ helps ensure that performance is sustainable in the longer term, consistent with HSBC’s values, conduct and risk and compliance standards.
Being informed, but not driven by, market position and practice. Market benchmarks are sourced through independent specialists and provide an indication of the range of pay levels and employee benefits provided by our competitors.
Targeting pay for employees across the full market range depending upon their individual performance and that of the Group. An individual’s position in this market range will also vary depending upon their performance in any given year.
Compliance with relevant regulation across all of our countries and territories.
Based on these principles, our approach to determining remuneration is based on the following objectives:
Offering our employee a competitive total reward package that includes a mix of fixed pay, variable pay and employee benefits.
Maintaining an appropriate balance between fixed pay, variable pay and employee benefits, taking into consideration an
 
employee’s seniority, role, individual performance and the market.
Fixed pay levels should be market competitive and allow our employees to meet their basic day-to-day living expenses.
Variable pay is awarded on a discretionary basis and dependent upon Group, business and individual performance.
Employee benefits offered should be valued by a diverse workforce, appropriate at the local market level and support HSBC’s commitment to employee well-being.
Promoting employee share ownership through variable pay deferral or voluntary enrolment in an all employee share plan.
Reward packages should be linked to performance and behaviour with no bias towards an individual’s ethnicity, gender, age, or any other characteristic.
The Group remuneration policy for all employees based on the above principles and objectives applies on a group-wide basis, subject to compliance with any applicable local laws and regulation.
Governance and role of relevant stakeholders
The Committee is responsible for setting the principles, parameters and governance framework for the Group‘s remuneration policy applicable to all Group employees. The Committee also oversees the application of the policy to the wider employee population, including employees in subsidiaries and branches, subject to local regulations.
All members of the Committee are independent non-executive Directors of HSBC Holdings plc. Details of the roles, responsibility and membership of the Committee, including other committees and senior management that the Committee engages with, are set out on page 177 . Activities and advisers used by the Committee are detailed on page 189 .
The Committee reviewed the Group's remuneration policy in
2017 and made no material changes to the policy and its implementation for 2017.

HSBC Holdings plc
203


Directors’ Remuneration Report

Link between risk, performance and reward
Our remuneration practices promote sound and effective risk management while supporting our business objectives.
 
The key features of our remuneration framework that (subject to compliance with local laws and regulations) enable us to achieve alignment between risk, performance and reward are detailed in the following table.
Alignment between risk and reward
Framework elements
Application
Variable pay pool and individual performance scorecard
The Group variable pay pool is expected to move in line with Group performance. We also use a countercyclical funding methodology, which is categorised by both a floor and a ceiling, and the payout ratio reduces as performance increases to avoid pro-cyclicality. The floor recognises that even in challenging times, remaining competitive is important. The ceiling recognises that at higher levels of performance it is not always necessary to continue to increase the variable pay pool, thereby limiting the risk of inappropriate behaviour to drive financial performance.
The main quantitative and qualitative performance and risk metrics used for assessment of performance include:
Group and business unit performance: an evaluation of overall Group and business unit performance provided by Finance is considered by the Committee when determining the Group variable pay pool and, subsequently, the variable pay pool for each business unit. Where performance in a year is weak, as measured by profits, this will have a direct and proportionate impact on the pool. Judgement is exercised to ensure that the pool is adjusted for appropriate current and future risks taking into consideration performance against the RAS and global conduct outcomes. Fines, penalties and provisions for customer redress are automatically included in the Committee’s definition of profit.
Individual performance:  assessment of performance is made with reference to a balanced scorecard of clear and relevant objectives. Risk and compliance objectives are included in the performance scorecard of senior management and a mandatory global risk objective is included in the scorecard of all other employees. All employees receive a behaviour rating as well as a performance rating, which ensures performance is assessed not only on what is achieved but also on how it is achieved. Therefore, variable pay of individuals is expected to reflect Group performance, their individual behaviour rating and performance rating determined against their performance objectives for the year, which are aligned to the Group's strategic actions, risk objectives and adherence to the HSBC Values.
Remuneration for Control Function staff
The performance and remuneration of individuals in Control Functions, including risk and compliance employees, is assessed according to a balanced scorecard of objectives specific to the functional role they undertake, to ensure their remuneration is determined independent of the performance of the business areas they control.
The Committee is responsible for approving the remuneration recommendations for the Group Chief Risk Officer and senior management in Control Functions.
Group policy is for Control Functions staff to report into their respective function and remuneration decisions for senior functional roles are led by, and must carry the approval of, the global function head.
The variable pay pool for Control Functions is determined centrally, without influence from the relevant business areas. Furthermore, employees performing a Control Function role have a direct reporting line through the relevant global function rather than through the relevant business areas.
Remuneration is carefully benchmarked with the market and internally to ensure that it is set at an appropriate level.
Variable pay adjustments
Variable pay awards may be adjusted downwards in circumstances including:
– Detrimental conduct, including conduct which brings HSBC into disrepute.
– Involvement in events resulting in significant operational losses, or events which have caused or have the potential to cause significant harm to HSBC.
– Non-compliance with the HSBC Values and other mandatory requirements or policies.
Positive adjustments to variable pay awards can also be made where exceptional behaviours have been demonstrated which go beyond the normal course of an employee’s responsibilities, and those which set an outstanding example of our Values-aligned behaviours and conduct expectations.
The override policy was introduced in 2014, based on the recommendations received from the independent Monitor as appointed by the AML DPA. This is applicable for current-year variable pay awards for executive Directors and certain other senior management. In deciding the application and degree of any such downward override to reduce variable pay awards, the Committee considers feedback from the Financial System Vulnerabilities Committee, the Monitor in relation to cooperation with its review and our group legal function.
Malus
Malus can be made to unvested deferred awards granted in prior years. It may be applied in circumstances including:
Detrimental conduct, including conduct which brings the business into disrepute.
Past performance being materially worse than originally reported.
Restatement, correction or amendment of any financial statements.
Improper or inadequate risk management.
Clawback
Clawback can be applied to vested or paid awards granted to MRTs on or after 1 January 2015 for a period of seven years. From 2016 onwards, this period may be extended to 10 years for employees under the PRA‘s Senior Manager Regime in the event of ongoing internal/regulatory investigation at the end of the seven-year period. Clawback may be applied in circumstances including:
Participation in, or responsibility for, conduct which results in significant losses.
Failing to meet appropriate standards and propriety.
Reasonable evidence of misconduct or material error that would justify, or would have justified, summary termination of a contract of employment.
A material failure of risk management suffered by HSBC or a business unit in the context of Group risk-management standards, policies and procedures.
Sales incentives
We do not have commission-based sales plans globally.

204
HSBC Holdings plc


Remuneration structure
Total compensation (fixed pay and variable pay) is the key focus of our remuneration framework, with variable pay differentiated by performance and adherence to the HSBC Values. The key features
 
and design characteristic of our remuneration system that applies on a Group-wide basis, subject to compliance with local laws, is set out below:
Overview of remuneration structure for employees
Remuneration components and objectives
Application
Fixed pay
Attract and retain employees by paying market competitive pay for the role, skills and experience required for the business.
This may include salary, fixed pay allowance, cash in lieu of pension and other cash allowances in accordance with local market practices. They are categorised as fixed pay as all of these elements are based on predetermined criteria, non-discretionary, transparent and are not reduced based on performance.
Represent a higher proportion of total compensation for more junior employees.
All elements of fixed pay are fixed and may change to reflect an individual’s position, role or grade, cost of living in the country, individual skills, competencies, capabilities and experience, as may be evidenced by sustained strong performance of the individual.
Fixed pay is delivered in cash on a monthly basis, except for executive Directors, where the fixed pay allowance is delivered in shares.
Benefits
Ensure market competitiveness and provide benefits in accordance with local market practice.
This may include, but not be limited to, the provision of pensions, medical insurance, life insurance, health assessment and relocation allowances.
Annual incentive
Drive and reward performance based on annual financial and non-financial measures consistent with the medium- to long-term strategy, stakeholder interests and adherence to HSBC values.
All employees are eligible to be considered for a discretionary variable pay award. Individual awards are determined on the basis of individual performance against their performance objectives for the year, which are aligned to the Group’s strategic actions, a global risk objective and adherence to the HSBC Values and business principles.
In addition, there is a process to identify behavioural transgressions for all employees during the year to ensure compliance with Group policies and procedures, and other expected behaviours. Such transgressions are taken into consideration in determining ex-ante adjustments to variable pay.
Represent a higher proportion of total compensation for more senior employees and will be more closely aligned to Group and business performance as seniority increases.
Variable pay awards for all Group employees identified as MRTs under European Union Regulatory Technical Standard 604/2014 are limited to 200% of fixed pay. 1
All awards are subject to malus and awards granted to employees identified as MRTs are subject to clawback (see section on variable pay adjustment, malus and clawback).
Awards can be in the form of cash, shares and, where required by regulations, in units linked to asset management funds. A portion of the annual incentive award may be deferred and vests over a period of three years, five years or seven years.
Deferral
Alignment with the medium- to long-term strategy, stakeholder interests and adherence to the HSBC Values.
A Group-wide deferral approach is applicable to all employees across the Group. Awards above a specified threshold are subject to deferral based on a deferral table, as approved by the Group Remuneration Committee. The deferred variable pay is delivered over HSBC shares. Vesting of deferred awards will be annually over a three-year period with 33% vesting on the first anniversary of grant, 33% on the second anniversary and 34% on the third anniversary.
For MRTs identified in accordance with the PRA and Financial Conduct Authority (‘FCA’) remuneration rules, awards are generally subject to a minimum 40% deferral (60% for awards of £500,000 or more) over a minimum period of three years 2 . A longer deferral period is applied for certain MRTs as follows:
Five years for individuals identified in a risk-manager MRT role under the PRA and FCA remuneration rules. This reflects the deferral period prescribed by both the PRA and the European Banking Authority ('EBA') for individuals performing key senior roles with the Group.
Seven years for individuals in PRA designated senior management functions, being the deferral period mandated by the PRA as reflecting the typical business cycle period.
Individuals identified as MRTs under local regulations and not considered Group MRTs are subject to a three-year deferral period, except in Germany and Malta where individuals reporting into the local management Board and Executive Committee members, respectively, are subject to a five-year deferral. Local MRTs are also subject to a minimum deferral rate aligned to the Group MRT policy, except in China (where a minimum deferral rate of 50% is applied for the CEO in China), Oman (where a minimum deferral rate of 45% is applied) and Germany (where a minimum deferral rate of 60% is applied for local management board members).
All deferred awards are subject to malus provisions subject to compliance with local laws. Awards granted to MRTs on or after 1 January 2015 are also subject to clawback.
HSBC operates an anti-hedging policy for all employees who are required to certify each year that they have not entered into any personal hedging strategies in respect of HSBC securities.
Deferral instruments
Alignment with the medium- to long-term strategy, stakeholder interests and adherence to the HSBC Values.

For all employees, other than MRTs identified in accordance with the PRA and FCA remuneration rules or other similar local rules, the underlying instrument for all deferred awards is HSBC shares to ensure alignment between the long-term interest of our employees and the interest of shareholders.
For Group and local MRTs, excluding executive Directors where deferral is typically in the form of shares only, a minimum of 50% of the deferred awards is over HSBC shares and the balance is deferred into cash. In accordance with local regulatory requirements, for local MRTs in Oman 100% of the deferred amount is delivered in shares and for local MRTs in Poland 50% of the deferred awards are delivered in an instrument linked to the value of the local entity and the balance in deferred cash.
For some employees in our asset management business, where required by the regulations applicable to asset management entities within the Group, at least 50% of the deferred awards is linked to fund units reflective of funds managed by those entities, with the remaining portion of deferred awards being in the form of deferred cash awards.

HSBC Holdings plc
205


Directors’ Remuneration Report

Overview of remuneration structure for employees (continued)
Remuneration components and objectives
Application
Post-vesting retention period
To ensure appropriate alignment with shareholders.
Awards over HSBC shares or linked to relevant fund units granted to MRTs identified in accordance with the PRA and FCA remuneration rules and local MRTs (except those in Brazil, China, Germany, Oman and Russia) are generally subject to a one-year retention period post vesting. For local MRTs in Brazil, Russia and Germany, a six-month retention period is applied. No retention period is applied for local MRTs in China and Oman.
MRTs who are subject to a five-year deferral period, except senior management or individuals in PRA and FCA designated senior management functions, have a six-month retention period applied to their awards.
Long-term incentive awards (‘LTI’)
Alignment with the medium- to long-term strategy, stakeholder interests and adherence to the HSBC Values.

Only executive Directors are eligible to be considered for an LTI award. See details on page 196.
Shareholding requirement
Align interests of senior management with shareholders' interests.

All executive Directors, Group Managing Directors and Group General Managers of HSBC Holdings are subject to this requirement. Details of the minimum shareholding requirement for executive Directors and Group Managing Directors are set out on page 198. Group General Managers have a minimum shareholding requirement of 25,000 shares.
The minimum shareholding requirement must be achieved by 2019 or within five years of their appointment, whichever is later.

Buy-out awards
To support recruitment of talent.
Awards may be offered if an individual holds any outstanding unvested awards that are forfeited on resignation from the previous employer.
The terms of the buy-out awards will not be more generous than the terms attached to the awards forfeited on cessation of employment with the previous employer.
Guaranteed variable remuneration
To support recruitment of talent.
Guaranteed variable remuneration is awarded in exceptional circumstances for new hires, and is limited to the individual’s first year of employment only.
The exceptional circumstances where HSBC would offer a guaranteed variable remuneration would typically involve a critical new hire and would also depend on factors such as the seniority of the individual, whether the new hire candidate has any competing offers and the timing of the hire during the performance year.
Severance payments
To adhere to contractual agreements with involuntary leavers.

Where an individual’s employment is terminated involuntarily for gross misconduct then, subject to compliance with local laws, the Group’s policy is not to make any severance payment in such cases. For such individuals, all outstanding unvested awards are forfeited.
For other cases of involuntary termination of employment, any severance that may be determined to be paid to an individual will take into consideration the performance of the individual, contractual notice period, applicable local laws and circumstances of the case.
Where an individual’s employment is terminated involuntarily (except where an individual is dismissed for gross misconduct), all outstanding unvested awards will normally continue to vest in line with the applicable vesting dates and, where relevant, any performance conditions attached to the awards and malus and clawback provisions applicable to those awards.
Severance amounts awarded to MRTs are considered as fixed pay where such amounts include: (i) payments of fixed remuneration that would have been payable during the notice and/or consultation period; (ii) statutory severance payments; (iii) payments determined in accordance with any approach applicable in the relevant jurisdictions; and (iv) payments made to settle a potential or actual dispute.
1
Shareholders approved the increase in the maximum ratio between the fixed and variable components of total remuneration from 1:1 to 1:2 at the 2014 Annual General Meeting held on 23 May 2014 (98% in favour). The Group has also used the discount rate of 21.85% for individuals with seven-year deferral period and 13.85% for individuals with five-year deferral period. This discount rate was used for six MRTs in UK and one MRT Hong Kong.
2
HSBC does not dis-apply any remuneration rules on proportionality grounds. However, in accordance with the terms of the PRA and FCA remuneration rules, the deferral requirement for MRTs is not applied to individuals where their total compensation is £500,000 or less and variable pay is not more than 33% of total compensation. For these individuals, the Group standard deferral applies.
Material Risk Takers
Individuals are identified as MRTs based on the qualitative and quantitative criteria set out in the Regulatory Technical Standard (‘RTS’) EU 604/2014 and additional criteria determined by the Committee. The following key principles underpin HSBC’s identification process:
MRTs are identified at Group and HSBC Bank plc (consolidated) level.
MRTs are also identified at material solo regulated entity level in EU countries.
HSBC uses the Global Business dimension as the primary basis for identifying MRTs within its matrix management structure.
In addition to applying the qualitative and quantitative criteria specified in the RTS, HSBC also identifies additional MRTs based on its own internal criteria, which includes compensation thresholds and individuals in certain roles and grades outside the EU where such individuals are not strictly captured by the criteria prescribed in the RTS.
The list of MRTs, and any exclusions from it, is reviewed by the heads of the relevant global businesses and global functions, Chief Risk Officers, Chief Operating Officers and Heads of Human Resources of the relevant global functions and businesses. The overall results are reviewed by the Group Chief Risk Officer.
 
The Committee reviews the methodology, key decisions regarding identification, and approves the results of the identification exercise, including proposed MRT exclusions.
Management body and senior management
For the purpose of the Pillar 3 remunerations disclosures executive Directors and non-executive Directors are considered to be members of the management body. Members of the Group Management Board other than the executive Directors are considered as senior management. No guaranteed bonus, sign-on or severance payments were made to this population for the year ended 31 December 2017.
Remuneration disclosures
The tables below set out the remuneration disclosures for individuals identified as MRTs for HSBC Holdings plc. Remuneration information for individuals who are only identified as MRTs at HSBC Bank plc or other solo-regulated entity levels are included in those entities' relevant disclosures.
The 2017 variable pay information included in the tables below is based on the market value of awards granted to MRTs. For share awards, the market value is based on HSBC Holdings plc's share price at the date of grant (unless indicated otherwise). For cash awards, it is the value of awards expected to be paid to the individual over the deferral period.

206
HSBC Holdings plc


Remuneration – fixed and variable amounts
 
Executive Directors

Non-executive Directors

Senior management

Total

Number of MRTs
4

17

15

36

 
$m

$m

$m

$m

Total fixed
11.5

4.4

33.1

49.0

Cash-based 1
6.9

4.4

33.1

44.4

– of which: deferred cash




Share-based
4.6



4.6

– of which: deferred shares




Total variable 2
14.0


44.1

58.1

Cash-based


20.7

20.7

– of which: deferred cash


12.5

12.5

Share-based 3
14.0


23.4

37.4

– of which: deferred shares 3
9.5


15.2

24.7

Other forms 3




– of which: deferred 3




Total remuneration
25.5

4.4

77.2

107.1

1
Cash-based fixed remuneration is paid immediately.
2
Variable pay awarded in respect of 2017. In accordance with shareholder approval received on 23 May 2014 (98% in favour), for each MRT the variable component of remuneration for any one year is limited to 200% of fixed component of the total remuneration of the MRT.
3
Share-based awards are made in HSBC shares. Vested shares are subject to a retention period of up to one year.
Deferred remuneration at 31 December 1
 
 
 
 
 
Executive
Directors

Non-executive Directors

Senior
management

Total

$m
 
 
 
 
Cash
 
 
 
 
Total outstanding deferred remuneration 2
3.1


24.8

27.9

– of which:
 
 
 
 
Unvested
3.1


24.8

27.9

Total amount of outstanding deferred and retained remuneration exposed to ex post explicit and/or implicit adjustment
3.1


24.8

27.9

Total amount of amendment during the year due to ex post implicit adjustment




Total amount of amendment during the year due to ex post explicit adjustment 3




Total amount of deferred remuneration paid out in the financial year
1.5


7.2

8.7

Shares
 
 
 
 
Total outstanding deferred remuneration 2
66.7


68.7

135.4

– of which:
 
 
 
 
Unvested
66.7


68.7

135.4

Total amount of outstanding deferred and retained remuneration exposed to ex post explicit and/or implicit adjustment
66.7


68.7

135.4

Total amount of amendment during the year due to ex post implicit adjustment
9.7


10.5

20.2

Total amount of amendment during the year due to ex post explicit adjustment 3




Total amount of deferred remuneration paid out in the financial year 4
20.0


25.1

45.1

Other forms
 
 
 
 
Total outstanding deferred remuneration 2




– of which:
 
 
 
 
Unvested




Total amount of outstanding deferred and retained remuneration exposed to ex post explicit and/or implicit adjustment




Total amount of amendment during the year due to ex post implicit adjustment




Total amount of amendment during the year due to ex post explicit adjustment 3




Total amount of deferred remuneration paid out in the financial year 4




1
This table provides details of balances and movements during performance year 2017. For details of variable pay awards granted for 2017, please refer to the remuneration tables above. Deferred remuneration is made in cash and/or shares. Share-based awards are made in HSBC shares.
2
Includes unvested deferred awards, and vested deferred awards subject to retention period as at 31 December 2017.
3
Includes any amendments due to malus or clawback. Page 205 provides details of in-year variable pay adjustments.
4
Shares are considered as paid when they vest. Vested shares are valued using the sale price or the closing share price on the business day immediately preceding the vesting day.

HSBC Holdings plc
207


Directors’ Remuneration Report

Other MRTs (non-senior management)
Remuneration – fixed and variable amounts
 
Investment banking

Retail  
 banking

Asset management

Corporate functions

Independent control functions

All other

Total

Number of MRTs
677

124

30

115

156

96

1,198

 
$m

$m

$m

$m

$m

$m

$m

Total fixed
406.2

61.3

18.5

58

57.2

61.6

662.8

Cash-based 1
406.2

61.3

18.5

58.0

57.2

61.6

662.8

– of which: deferred cash







Share-based







– of which: deferred shares







Total variable 2
417.7

58.4

19.0

57.2

44.1

55.1

651.5

Cash-based
203.5

28.3

9.4

28.0

22.5

27.0

318.7

– of which: deferred cash
105.1

13.8

4.6

13.8

9.0

14.3

160.6

Share-based 3
214.2

30.1

5.1

29.2

21.5

28.1

328.2

– of which: deferred shares 3
117.0

15.9

2.8

15.8

10.8

15.7

178.0

Other forms 3


4.5


0.1


4.6

– of which: deferred shares 3


2.7




2.7

Total remuneration
823.9

119.7

37.5

115.2

101.3

116.7

1,314.3

1
Cash-based fixed remuneration is paid immediately.
2
Variable pay awarded in respect of 2017. In accordance with shareholder approval received on 23 May 2014 (98% in favour), for each MRT the variable component of remuneration for any one year is limited to 200% of the fixed component of the total remuneration of the MRT.
3
Share-based awards are made in HSBC shares and/or linked to notional fund units in the HSBC World Selection Balanced Portfolio. Vested shares are subject to a retention period of up to one year.
Guaranteed bonus, sign-on and severance payments
 
Investment banking

Retail banking

Asset management

Corporate functions

Independent control functions

All other

Total

Guaranteed bonus and sign-on payments 1
 
 
 
 
 
 
 
Made during year ($m)
11.4

0.4


1.7

0.8

0.7

15.0

Number of beneficiaries
17

1


3

3

1

25

Severance payments 2
 
 
 
 
 
 
 
Awarded during year ($m)
17.3

1.9


1.4

0.6

4.8

26.0

Number of beneficiaries
31

3


2

2

4

42

Highest such award to a single person ($m)
1.9

0.7


1.2

0.5

2.9

2.9

Made during year ($m)
17.1

1.5


1.4

0.6

4.8

25.4

Number of beneficiaries
31

2


2

2

4

41

1
No sign-on payments were made in 2017. A guaranteed bonus is awarded in exceptional circumstances for new hires, and in the first year only. The circumstances where HSBC would offer a guaranteed bonus would typically involve a critical new hire and would also depend on factors such as the seniority of the individual, whether the new hire candidate has any competing offers and the timing of the hire during the performance year.
2
Includes payments such as payment in lieu of notice, statutory severance, outplacement service, legal fees, ex-gratia payments and settlements (excludes pre-existing benefit entitlements triggered on terminations).

208
HSBC Holdings plc


Deferred remuneration at 31 December 1
 
 
 
 
 
 
 
Investment banking

Retail banking

Asset management

Corporate functions

Independent control functions

All other

Total

$m
 
 
 
 
 
 
 
Cash
 
 
 
 
 
 
 
Total outstanding deferred remuneration 2
162.9

19.2

8.3

19.9

12.4

24.4

247.1

– of which:
 
 
 
 
 
 
 
Unvested
162.9

19.2

8.3

19.9

12.4

24.4

247.1

Total amount of outstanding deferred and retained remuneration exposed to ex post explicit and/or implicit adjustment
162.9

19.2

8.3

19.9

12.4

24.4

247.1

Total amount of amendment during the year due to ex post implicit adjustment







Total amount of amendment during the year due to ex post explicit adjustment 3







Total amount of deferred remuneration paid out in the financial year
71.1

7.0

4.0

7.2

4.6

9.8

103.7

Shares
 
 
 
 
 
 
 
Total outstanding deferred remuneration 2
286.2

31.8

12.6

38.5

23.9

48.2

441.2

– of which:
 
 
 
 
 
 
 
Unvested
286.1

31.8

12.6

38.5

23.9

48.1

441.0

Total amount of outstanding deferred and retained remuneration exposed to ex post explicit and/or implicit adjustment
286.2

31.8

12.6

38.5

23.9

48.2

441.2

Total amount of amendment during the year due to ex post implicit adjustment
43.7

5.5

1.8

6.3

3.7

7.7

68.7

Total amount of amendment during the year due to ex post explicit adjustment 3







Total amount of deferred remuneration paid out in the financial year 4
231.1

30.5

11.0

29.2

20.2

32.1

354.1

Other forms
 
 
 
 
 
 
 
Total outstanding deferred remuneration 2


0.5




0.5

– of which:
 
 
 
 
 
 
 
Unvested


0.5




0.5

Total amount of outstanding deferred and retained remuneration exposed to ex post explicit and/or implicit adjustment


0.5




0.5

Total amount of amendment during the year due to ex post implicit adjustment







Total amount of amendment during the year due to ex post explicit adjustment 3







Total amount of deferred remuneration paid out in the financial year 4


0.4




0.4

1
This table provides details of movements during performance year 2017. For details of variable pay awards granted for 2017, please refer to both the remuneration tables above. Deferred remuneration is made in cash and/or shares. Share-based awards are made in HSBC shares and/or linked to notional fund units in the HSBC World Selection Balanced Portfolio.
2
Includes unvested deferred awards, and vested deferred awards subject to retention period as at 31 December 2017.
3
Includes any amendments due to malus or clawback. Page 205 provides details of in-year variable pay adjustments.
4
Shares are considered as paid when they vest. Vested shares are valued using the sale price or the closing share price on the business day immediately preceding the vesting day.
MRTs’ remuneration by band 1
 
 
 
 
Management body

All other

Total

€0 – 1,000,000
17

841

858

€1,000,000 – 1,500,000

208

208

€1,500,000 – 2,000,000

72

72

€2,000,000 – 2,500,000
1

34

35

€2,500,000 – 3,000,000

22

22

€3,000,000 – 3,500,000

12

12

€3,500,000 – 4,000,000

7

7

€4,000,000 – 4,500,000

6

6

€4,500,000 – 5,000,000

3

3

€5,000,000 – 6,000,000

2

2

€6,000,000 – 7,000,000
3

5

8

€7,000,000 – 8,000,000



€8,000,000 – 9,000,000



€9,000,000 – 10,000,000



€10,000,000 – 11,000,000

1

1

1
Table prepared in euros in accordance with Article 450 of the European Union Capital Requirements Regulation, using the exchange rates published by the European Commission for financial programming and budget for December of the reported year as published on its website.

HSBC Holdings plc
209


Report of the Independent Registered Public Accounting Firm to the Board of Directors and Shareholders of HSBC Holdings plc

Report of the Independent Registered Public Accounting Firm to the Board of Directors and
Shareholders of HSBC Holdings plc
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of HSBC Holdings plc and its subsidiaries as of 31 December 2017 and 31 December 2016, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated statements of changes in equity for each of the three years in the period ended 31 December 2017, including the related notes (collectively referred to as the 'financial statements'). We also have audited the Company’s internal control over financial reporting as of 31 December 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 31 December 2017 and 31 December 2016, and the results of their operations and their cash flows for each of the three years in the period ended 31 December 2017 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and in conformity with International Financial Reporting Standards as adopted by the European Union. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 31 December 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management’s assessment of internal controls over financial reporting on page 178 of the Annual Report and Accounts 2017 . Our responsibility is to express opinions on the Company’s financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect mis-statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We have served as the Company’s auditor since 2015.





PricewaterhouseCoopers LLP
London, United Kingdom
20 February 2018






210
HSBC Holdings plc
 

Financial Statements
 
Page
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of cash flows
Consolidated statement of changes in equity
HSBC Holdings income statement
HSBC Holdings statement of comprehensive income
HSBC Holdings balance sheet
HSBC Holdings statement of cash flows
HSBC Holdings statement of changes in equity
 
 
Notes on the Financial
Statements
1
Basis of preparation and significant accounting policies
2
Net income/(expense) from financial instruments designated at fair value
3
Insurance business
4
Operating profit
5
Employee compensation and benefits
6
Auditors’ remuneration
7
Tax
8
Dividends
9
Earnings per share
10
Trading assets
11
Fair values of financial instruments carried at fair value
 
12
Fair values of financial instruments not carried at fair value
13
Financial assets designated at fair value
14
Derivatives
15
Financial investments
16
Assets pledged, collateral received and assets transferred
17
Interests in associates and joint ventures
18
Investments in subsidiaries

19
Structured entities
20
Goodwill and intangible assets

21
Prepayments, accrued income and other assets
22
Trading liabilities
23
Financial liabilities designated at fair value
24
Debt securities in issue
25
Accruals, deferred income and other liabilities
26
Provisions
27
Subordinated liabilities
28
Maturity analysis of assets, liabilities and off-balance sheet commitments
29
Offsetting of financial assets and financial liabilities
30
Non-controlling interests
31
Called up share capital and other equity instruments
32
Contingent liabilities, contractual commitments
and guarantees
33
Lease commitments
34
Legal proceedings and regulatory matters
35
Related party transactions
36
Events after the balance sheet date
37
HSBC Holdings’ subsidiaries, joint ventures and associates
38
Non-statutory accounts



HSBC Holdings plc
211



Financial Statements

Consolidated income statement
for the year ended 31 December
 
 
2017

2016

2015

 
Notes
$m

$m

$m

Net interest income
 
28,176

29,813

32,531

– interest income
 
40,995

42,414

47,189

– interest expense
 
(12,819
)
(12,601
)
(14,658
)
Net fee income
 
12,811

12,777

14,705

– fee income
 
15,853

15,669

18,016

– fee expense
 
(3,042
)
(2,892
)
(3,311
)
Net trading income
 
7,719

9,452

8,723

– trading income excluding net interest income
 
6,098

8,066

6,948

– net interest income on trading activities
 
1,621

1,386

1,775

Net income/(expense) from financial instruments designated at fair value
2
3,698

(2,666
)
1,532

– changes in fair value of long-term debt and related derivatives
 
672

(3,975
)
863

– net income from other financial instruments designated at fair value
 
3,026

1,309

669

Gains less losses from financial investments
 
1,150

1,385

2,068

Dividend income
 
106

95

123

Net insurance premium income
3
9,779

9,951

10,355

Other operating income/(expense)
 
337

(971
)
1,055

Total operating income
 
63,776

59,836

71,092

Net insurance claims and benefits paid and movement in liabilities to policyholders
3
(12,331
)
(11,870
)
(11,292
)
Net operating income before loan impairment charges and other credit risk provisions
 
51,445

47,966

59,800

Loan impairment charges and other credit risk provisions
4
(1,769
)
(3,400
)
(3,721
)
Net operating income
 
49,676

44,566

56,079

Employee compensation and benefits
5
(17,315
)
(18,089
)
(19,900
)
General and administrative expenses
 
(15,707
)
(16,473
)
(17,662
)
Depreciation and impairment of property, plant and equipment
 
(1,166
)
(1,229
)
(1,269
)
Amortisation and impairment of intangible assets
 
(696
)
(777
)
(937
)
Goodwill impairment of Global Private Banking – Europe
20

(3,240
)

Total operating expenses
 
(34,884
)
(39,808
)
(39,768
)
Operating profit
4
14,792

4,758

16,311

Share of profit in associates and joint ventures
17
2,375

2,354

2,556

Profit before tax
 
17,167

7,112

18,867

Tax expense
7
(5,288
)
(3,666
)
(3,771
)
Profit for the year
 
11,879

3,446

15,096

Attributable to:
 


 
 
– ordinary shareholders of the parent company
 
9,683

1,299

12,572

– preference shareholders of the parent company
 
90

90

90

– other equity holders
 
1,025

1,090

860

– non-controlling interests
 
1,081

967

1,574

Profit for the year
 
11,879

3,446

15,096


 
$

$

$

Basic earnings per ordinary share
9
0.48

0.07

0.65

Diluted earnings per ordinary share
9
0.48

0.07

0.64



212
HSBC Holdings plc



Consolidated statement of comprehensive income
for the year ended 31 December
 
2017

2016

2015

 
$m

$m

$m

Profit for the year
11,879

3,446

15,096

Other comprehensive income/(expense)
 
 
 
Items that will be reclassified subsequently to profit or loss when specific conditions are met:
 
 
 
Available-for-sale investments
146

(299
)
(3,072
)
– fair value gains/(losses)
1,227

475

(1,231
)
– fair value gains reclassified to the income statement
(1,033
)
(895
)
(2,437
)
– amounts reclassified to the income statement in respect of impairment losses
93

71

127

– income taxes
(141
)
50

469

Cash flow hedges
(192
)
(68
)
(24
)
– fair value (losses)/gains
(1,046
)
(297
)
704

– fair value losses/(gains) reclassified to the income statement
833

195

(705
)
– income taxes
21

34

(23
)
Share of other comprehensive income/(expense) of associates and joint ventures
(43
)
54

(9
)
– share for the year
(43
)
54

(9
)
Exchange differences
9,077

(8,092
)
(10,945
)
– foreign exchange gains reclassified to income statement on disposal of a foreign operation

1,894


– other exchange differences
8,939

(9,791
)
(11,112
)
– income tax attributable to exchange differences
138

(195
)
167

Items that will not be reclassified subsequently to profit or loss:
 
 
 
Remeasurement of defined benefit asset/liability
2,419

7

101

– before income taxes
3,440

(84
)
130

– income taxes
(1,021
)
91

(29
)
Changes in fair value of financial liabilities designated at fair value due to movement in own credit risk
(2,024
)


– before income taxes
(2,409
)


– income taxes
385



Other comprehensive income/(expense) for the year, net of tax
9,383

(8,398
)
(13,949
)
Total comprehensive income/(expense) fo r the year
21,262

(4,952
)
1,147

Attributable to:
 
 
 
– ordinary shareholders of the parent company
18,914

(6,968
)
(490
)
– preference shareholders of the parent company
90

90

90

– other equity holders
1,025

1,090

860

– non-controlling interests
1,233

836

687

Total comprehensive income/(expense) fo r the year
21,262

(4,952
)
1,147



HSBC Holdings plc
213



Financial Statements

Consolidated balance sheet
at 31 December
 
 
2017

2016

 
Notes
$m

$m

Assets
 
 
 
Cash and balances at central banks
 
180,624

128,009

Items in the course of collection from other banks
 
6,628

5,003

Hong Kong Government certificates of indebtedness
 
34,186

31,228

Trading assets
10
287,995

235,125

Financial assets designated at fair value
13
29,464

24,756

Derivatives
14
219,818

290,872

Loans and advances to banks
 
90,393

88,126

Loans and advances to customers
 
962,964

861,504

Reverse repurchase agreements – non-trading
 
201,553

160,974

Financial investments
15
389,076

436,797

Prepayments, accrued income and other assets
21
67,191

63,909

Current tax assets
 
1,006

1,145

Interests in associates and joint ventures
17
22,744

20,029

Goodwill and intangible assets
20
23,453

21,346

Deferred tax assets
7
4,676

6,163

Total assets at 31 Dec
 
2,521,771

2,374,986

Liabilities and equity
 
 
 
Liabilities
 
 
 
Hong Kong currency notes in circulation
 
34,186

31,228

Deposits by banks
 
69,922

59,939

Customer accounts
 
1,364,462

1,272,386

Repurchase agreements – non-trading
 
130,002

88,958

Items in the course of transmission to other banks
 
6,850

5,977

Trading liabilities
22
184,361

153,691

Financial liabilities designated at fair value
23
94,429

86,832

Derivatives
14
216,821

279,819

Debt securities in issue
24
64,546

65,915

Accruals, deferred income and other liabilities
25
45,907

44,291

Current tax liabilities
 
928

719

Liabilities under insurance contracts
3
85,667

75,273

Provisions
26
4,011

4,773

Deferred tax liabilities
7
1,982

1,623

Subordinated liabilities
27
19,826

20,984

Total liabilities at 31 Dec
 
2,323,900

2,192,408

Equity
 
 
 
Called up share capital
31
10,160

10,096

Share premium account
31
10,177

12,619

Other equity instruments
 
22,250

17,110

Other reserves
 
7,664

(1,234
)
Retained earnings
 
139,999

136,795

Total shareholders’ equity
 
190,250

175,386

Non-controlling interests
30
7,621

7,192

Total equity at 31 Dec
 
197,871

182,578

Total liabilities and equity at 31 Dec
 
2,521,771

2,374,986

The accompanying notes on pages 222 to 297 , the audited sections in ‘Global businesses and regions’ on pages 64 to 82 , ‘Risk’ on
pages
95 to 161 , ‘Capital’ on pages 162 to 165 and ‘Directors’ Remuneration Report’ on pages 186 to 202 form an integral part of
these financial statements.
These financial statements were approved by the Board of Directors on 20 February 2018 and signed on its behalf by:
MARKSIGNATUREA01.JPG
 
IAINMACKAYSIGNATUREA01.JPG
Mark E Tucker

 
Iain Mackay
Group Chairman
 
Group Finance Director

214
HSBC Holdings plc



Consolidated statement of cash flows
for the year ended 31 December

 
2017

2016

2015


Footnotes
$m

$m

$m

Profit before tax
 
17,167

7,112

18,867

Adjustments for non-cash items:
 




 
Depreciation, amortisation and impairment
 
1,862

5,212

2,181

Net gain from investing activities
 
(1,152
)
(1,215
)
(1,935
)
Share of profits in associates and joint ventures
 
(2,375
)
(2,354
)
(2,556
)
(Gain)/Loss on disposal of subsidiaries, businesses, associates and joint ventures
 
(79
)
1,743


Loan impairment losses gross of recoveries and other credit risk provisions
 
2,603

4,090

4,546

Provisions including pensions
 
917

2,482

3,472

Share-based payment expense
 
500

534

757

Other non-cash items included in profit before tax
 
(381
)
(207
)
(191
)
Elimination of exchange differences
1
(21,289
)
15,364

18,308

Changes in operating assets and liabilities
 




 
Change in net trading securities and derivatives
 
(10,901
)
4,395

24,384

Change in loans and advances to banks and customers
 
(108,984
)
52,868

32,971

Change in reverse repurchase agreements – non-trading
 
(37,281
)
(13,138
)
(3,011
)
Change in financial assets designated at fair value
 
(5,303
)
(1,235
)
2,394

Change in other assets
 
(6,570
)
(6,591
)
9,090

Change in deposits by banks and customer accounts
 
102,211

(8,918
)
(65,907
)
Change in repurchase agreements – non-trading
 
41,044

8,558

(26,481
)
Change in debt securities in issue
 
(1,369
)
(23,034
)
960

Change in financial liabilities designated at fair value
 
8,508

17,802

(10,785
)
Change in other liabilities
 
13,514

8,792

(4,549
)
Dividends received from associates
 
740

689

879

Contributions paid to defined benefit plans
 
(685
)
(726
)
(664
)
Tax paid
 
(3,175
)
(3,264
)
(3,852
)
Net cash from operating activities
 
(10,478
)
68,959

(1,122
)
Purchase of financial investments
 
(357,264
)
(457,084
)
(438,376
)
Proceeds from the sale and maturity of financial investments
 
418,352

430,085

399,636

Net cash flows from the purchase and sale of property, plant and equipment
 
(1,167
)
(1,151
)
(1,249
)
Net cash flows from disposal of customer and loan portfolios
 
6,756

9,194

2,023

Net investment in intangible assets
 
(1,285
)
(906
)
(954
)
Net cash flow on disposal of subsidiaries, businesses, associates and joint ventures
2
165

4,802

8

Net cash from investing activities
 
65,557

(15,060
)
(38,912
)
Issue of ordinary share capital and other equity instruments
 
5,196

2,024

3,727

Cancellation of shares
 
(3,000
)


Net sales/(purchases) of own shares for market-making and investment purposes
 
(67
)
523

331

Purchase of treasury shares
 

(2,510
)

Redemption of preference shares and other equity instruments
 

(1,825
)
(463
)
Subordinated loan capital issued
 

2,622

3,180

Subordinated loan capital repaid
4
(3,574
)
(595
)
(2,157
)
Dividends paid to shareholders of the parent company and non-controlling interests
 
(9,005
)
(9,157
)
(8,195
)
Net cash from financing activities
 
(10,450
)
(8,918
)
(3,577
)
Net increase/(decrease) in cash and cash equivalents
 
44,629

44,981

(43,611
)
Cash and cash equivalents at 1 Jan
 
274,550

243,863

301,301

Exchange differences in respect of cash and cash equivalents
 
18,233

(14,294
)
(13,827
)
Cash and cash equivalents at 31 Dec
 
337,412

274,550

243,863

Cash and cash equivalents comprise:
3



 
– cash and balances at central banks
 
180,624

128,009

98,934

– items in the course of collection from other banks
 
6,628

5,003

5,768

– loans and advances to banks of one month or less
 
82,771

77,318

70,985

– reverse repurchase agreements with banks of one month or less
 
58,850

55,551

53,971

– treasury bills, other bills and certificates of deposit less than three months
 
15,389

14,646

19,843

– less: items in the course of transmission to other banks
 
(6,850
)
(5,977
)
(5,638
)
 
 
337,412

274,550

243,863

Interest received was $ 41,676m (2016: $42,586m ; 2015: $47,623m ), interest paid was $ 10,962m (2016: $12,027m ; 2015:  $14,559m ) and dividends received were $ 2,225m (2016: $475m ; 2015: $914m ).
1
Adjustment to bring changes between opening and closing balance sheet amounts to average rates. This is not done on a line-by-line basis, as details cannot be determined without unreasonable expense.
2
In July 2016, we completed the disposal of the Brazilian operations resulting in net cash inflow of $4.8b n .
3
At 31 December 2017 $ 39,830m (2016: $35,501m ) was not available for use by HSBC, of which $ 21,424m (2016: $21,108m ) related to mandatory deposits at central banks.
4
Subordinated liabilities changes during the year are attributable to repayments of $(3.6)b n (2016: $(0.6)b n) of securities. Non-cash changes during the year included foreign exchange loss/gain ( $0.6b n) (2016: $2.1b n) and fair value losses of ( $1.2b n) (2016: ( $0.3b n)).

HSBC Holdings plc
215



Financial Statements

Consolidated statement of changes in equity
for the year ended 31 December







Other reserves 6






 
Called up share capital and share premium 1

Other
equity
instru-ments
2

Retained
earnings
3, 4, 5

Available- for-sale fair value
reserve

Cash flow
hedging
reserve

Foreign
exchange
reserve

Merger
reserve
7

Total
share-
holders’
equity

Non-
controlling
interests

Total
equity

 
$m

$m

$m

$m

$m

$m

$m

$m

$m

$m

At 1 Jan 2017
22,715

17,110

136,795

(477
)
(27
)
(28,038
)
27,308

175,386

7,192

182,578

Profit for the year


10,798





10,798

1,081

11,879

Other comprehensive income
(net of tax)


328

131

(194
)
8,966


9,231

152

9,383

– available-for-sale investments



131




131

15

146

– cash flow hedges




(194
)


(194
)
2

(192
)
– changes in fair value of financial liabilities designated at fair value due to movement in own credit risk


(2,024
)




(2,024
)

(2,024
)
– remeasurement of defined benefit asset/liability 8


2,395





2,395

24

2,419

– share of other comprehensive income of associates and joint ventures


(43
)




(43
)

(43
)
– exchange differences





8,966


8,966

111

9,077

Total comprehensive income for the year


11,126

131

(194
)
8,966


20,029

1,233

21,262

Shares issued under employee remuneration and share plans
622


(566
)




56


56

Shares issued in lieu of dividends and amounts arising thereon


3,206





3,206


3,206

Capital securities issued

5,140






5,140


5,140

Dividends to shareholders


(11,551
)




(11,551
)
(660
)
(12,211
)
Cost of share-based payment arrangements


500





500


500

Cancellation of shares
(3,000
)






(3,000
)

(3,000
)
Other movements


489

(4
)
(1
)


484

(144
)
340

At 31 Dec 2017
20,337

22,250

139,999

(350
)
(222
)
(19,072
)
27,308

190,250

7,621

197,871

 
 
 
 
 
 
 
 
 
 
 
At 1 Jan 2016
22,263

15,112

143,976

(189
)
34

(20,044
)
27,308

188,460

9,058

197,518

Profit for the year


2,479





2,479

967

3,446

Other comprehensive income
(net of tax)


59

(271
)
(61
)
(7,994
)

(8,267
)
(131
)
(8,398
)
– available-for-sale investments



(271
)



(271
)
(28
)
(299
)
– cash flow hedges




(61
)


(61
)
(7
)
(68
)
– remeasurement of defined benefit asset/liability


5





5

2

7

– share of other comprehensive income of associates and joint ventures


54





54


54

– foreign exchange reclassified to income statement on disposal of a foreign operation





1,894


1,894


1,894

– exchange differences





(9,888
)

(9,888
)
(98
)
(9,986
)
Total comprehensive income for the year


2,538

(271
)
(61
)
(7,994
)

(5,788
)
836

(4,952
)
Shares issued under employee remuneration and share plans
452


(425
)




27


27

Shares issued in lieu of dividends and amounts arising thereon


3,040





3,040


3,040

Net increase in treasury shares


(2,510
)




(2,510
)

(2,510
)
Capital securities issued

1,998






1,998


1,998

Dividends to shareholders


(11,279
)




(11,279
)
(919
)
(12,198
)
Cost of share-based payment arrangements


534





534


534

Other movements


921

(17
)



904

(1,783
)
(879
)
At 31 Dec 2016
22,715

17,110

136,795

(477
)
(27
)
(28,038
)
27,308

175,386

7,192

182,578


216
HSBC Holdings plc



Consolidated statement of changes in equity (continued)
 
 
 
 
Other reserves 6
 
 
 
 
Called up share capital and share premium 1

Other
equity
instru-ments 2

Retained
earnings 3, 4, 5

Available- for-sale fair value
reserve

Cash flow
hedging
reserve

Foreign
exchange
reserve

Merger
reserve 7

Total
share-
holders’
equity

Non-
controlling
interests

Total
equity

 
$m

$m

$m

$m

$m

$m

$m

$m

$m

$m

At 1 Jan 2015
21,527

11,532

137,144

2,143

58

(9,265
)
27,308

190,447

9,531

199,978

Profit for the year


13,522





13,522

1,574

15,096

Other comprehensive income
(net of tax)


73

(2,332
)
(24
)
(10,779
)

(13,062
)
(887
)
(13,949
)
– available-for-sale investments



(2,332
)



(2,332
)
(740
)
(3,072
)
– cash flow hedges




(24
)


(24
)

(24
)
– remeasurement of defined benefit asset/liability


82





82

19

101

– share of other comprehensive income of associates and joint ventures


(9
)




(9
)

(9
)
– exchange differences





(10,779
)

(10,779
)
(166
)
(10,945
)
Total comprehensive income for
the year


13,595

(2,332
)
(24
)
(10,779
)

460

687

1,147

Shares issued under employee remuneration and share plans
736


(589
)




147


147

Shares issued in lieu of dividends and amounts arising thereon


3,162





3,162


3,162

Capital securities issued

3,580






3,580


3,580

Dividends to shareholders


(10,660
)




(10,660
)
(697
)
(11,357
)
Cost of share-based payment arrangements


757





757


757

Other movements


567





567

(463
)
104

At 31 Dec 2015
22,263

15,112

143,976

(189
)
34

(20,044
)
27,308

188,460

9,058

197,518

1
For further details refer to Note 31 . In February 2017, HSBC announced a share buy-back of up to $1.0b n. Subsequently, HSBC completed a $1.0b n share buy-back in April 2017. In July 2017, HSBC announced a further share buy-back of up to $2.0b n. Subsequently, HSBC completed a $2.0b n share buy-back in November 2017.
2
During 2017, HSBC Holdings issued $3,000m , SGD 1,000m and €1,250m of perpetual subordinated contingent convertible capital securities, on which there were $14m of external issuance costs, $37m of intra-group issuance costs and $10m of tax benefits. In 2016, HSBC Holdings issued $2,000m of perpetual subordinated contingent convertible capital securities, after issuance costs of $6m and tax benefits of $4m . In 2015, HSBC Holdings issued $2,450m and €1,000m of perpetual subordinated contingent convertible capital securities, on which there were $12m of external issuance costs, $25m of intra-group issuance costs and $19m of tax. Under IFRSs these issuance costs and tax benefits are classified as equity.
3
At 31 December 2017, retained earnings included 360,590,019 treasury shares (2016: 353,356,251 ; 2015: 81,580,180 ). In addition, treasury shares are also held within HSBC’s Insurance business retirement funds for the benefit of policyholders or beneficiaries within employee trusts for the settlement of shares expected to be delivered under employee share schemes or bonus plans, and the market-making activities in Markets.
4
Cumulative goodwill amounting to $5,138m has been charged against reserves in respect of acquisitions of subsidiaries prior to 1 January 1998, including $3,469m charged against the merger reserve arising on the acquisition of HSBC Bank plc. The balance of  $1,669m has been charged against retained earnings.
5
At 1 January 2017, the cumulative changes in fair value attributable to changes in own credit risk of financial liabilities designated at fair value was a loss of $1,672m .
6
At 31 December 2015, our operations in Brazil were classified as held for sale. The cumulative amount of other reserves attributable to these operations were as follows: available-for-sale fair value reserve debit of $176m , cash flow hedging reserve credit of $34m and foreign exchange reserve debit of $2.6b n.
7
Statutory share premium relief under Section 131 of the Companies Act 1985 (the ‘Act’) was taken in respect of the acquisition of HSBC Bank plc in 1992, HSBC France in 2000 and HSBC Finance Corporation in 2003, and the shares issued were recorded at their nominal value only. In HSBC’s consolidated financial statements the fair value differences of $8,290m in respect of HSBC France and $12,768m in respect of HSBC Finance Corporation were recognised in the merger reserve. The merger reserve created on the acquisition of HSBC Finance Corporation subsequently became attached to HSBC Overseas Holdings (UK) Limited (‘HOHU’), following a number of intra-group reorganisations. During 2009, pursuant to Section 131 of the Companies Act 1985, statutory share premium relief was taken in respect of the rights issue and $15,796m was recognised in the merger reserve. The merger reserve includes a deduction of $614m in respect of costs relating to the rights issue, of which $149m was subsequently transferred to the income statement. Of this $149m , $121m was a loss arising from accounting for the agreement with the underwriters as a contingent forward contract. The merger reserve excludes the loss of $344m on a forward foreign exchange contract associated with hedging the proceeds of the rights issue.
8
An actuarial gain of $1,730m has arisen as a result of the remeasurement of the defined benefit pension obligation of the HSBC Bank (UK) Pension Scheme. Refer to Note 5 for
further detail.

HSBC Holdings plc
217



Financial Statements

HSBC Holdings income statement
for the year ended 31 December
 
 
2017

2016

2015

 
Notes
$m

$m

$m

Net interest expense
 
(383
)
(424
)
(438
)
– interest income
 
2,185

1,380

866

– interest expense
 
(2,568
)
(1,804
)
(1,304
)
Fee (expense)/income
 
2

(1
)
39

Net trading income/(expense)
 
(392
)
119

(349
)
Net (expense)/income from financial instruments designated at fair value
2
314

(49
)
276

– changes in fair value of long term debt and related derivatives
 
103

(49
)
276

– net income from other financial instruments designated at fair value
 
211



Gains less losses from financial investments
 
154



Dividend income from subsidiaries
 
10,039

10,436

8,469

Other operating income
 
769

696

654

Total operating income
 
10,503

10,777

8,651

Employee compensation and benefits
5
(54
)
(570
)
(908
)
General and administrative expenses
 
(4,911
)
(4,014
)
(3,434
)
Impairment of subsidiaries
 
(63
)

(26
)
Total operating expenses
 
(5,028
)
(4,584
)
(4,368
)
Profit before tax
 
5,475

6,193

4,283

Tax credit
 
64

402

570

Profit for the year
 
5,539

6,595

4,853

HSBC Holdings statement of comprehensive income
for the year ended 31 December
 
2017

2016

2015

 
$m

$m

$m

Profit for the year
5,539

6,595

4,853

Other comprehensive income/(expense)






Items that will be reclassified subsequently to profit or loss when specific conditions are met:






Financial investments in HSBC undertakings
(53
)
(72
)
(57
)
– fair value gains/(losses)
(70
)
(83
)
(77
)
– income taxes
17

11

20

Items that will not be reclassified subsequently to profit or loss:






Changes in fair value of financial liabilities designated at fair value due to movement in own credit risk

(828
)
(896
)

– before income taxes
(1,007
)
(1,030
)

– income taxes
179

134


Other comprehensive income for the year, net of tax
(881
)
(968
)
(57
)
Total comprehensive income for the year
4,658

5,627

4,796



218
HSBC Holdings plc



HSBC Holdings balance sheet
at 31 December
 
 
2017

2016

 
Notes
$m

$m

Assets
 
 
 
Cash and balances with HSBC undertakings
 
1,985

247

Loans and advances to HSBC undertakings designated at fair value
 
11,944


Derivatives
14
2,388

2,148

Loans and advances to HSBC undertakings
 
76,627

77,421

Financial investments in HSBC undertakings
 
4,264

3,590

Prepayments, accrued income and other assets
 
369

503

Current tax assets
 
379

631

Investments in subsidiaries
18
92,930

95,850

Intangible assets
 
293

176

Deferred tax assets
 
555

232

Total assets at 31 Dec
 
191,734

180,798

Liabilities and equity
 
 
 
Liabilities
 
 
 
Amounts owed to HSBC undertakings
 
2,571

2,157

Financial liabilities designated at fair value
23
30,890

30,113

Derivatives
14
3,082

5,025

Debt securities in issue
24
34,258

21,805

Accruals, deferred income and other liabilities
 
1,269

1,651

Subordinated liabilities
27
15,877

15,189

Total liabilities
 
87,947

75,940

Equity
 
 
 
Called up share capital
31
10,160

10,096

Share premium account
 
10,177

12,619

Other equity instruments
 
22,107

17,004

Other reserves
 
37,440

37,483

Retained earnings
 
23,903

27,656

Total equity
 
103,787

104,858

Total liabilities and equity at 31 Dec
 
191,734

180,798

The accompanying notes on pages 222 to 297 and the audited sections in ‘Global businesses and regions’ on pages 64 to 82 , ‘Risk’ on pages 95 to 161 , ‘Capital’ on pages 162 to 165 and ‘Directors’ Remuneration Report’ on pages 186 to 202 form an integral part of these financial statements.
These financial statements were approved by the Board of Directors on 20 February 2018 and signed on its behalf by:

MARKSIGNATUREA01.JPG
 
IAINMACKAYSIGNATUREA01.JPG
Mark E Tucker

 
Iain Mackay
Group Chairman
 
Group Finance Director


HSBC Holdings plc
219



Financial Statements

HSBC Holdings statement of cash flows
for the year ended 31 December
 
2017

2016

2015

 
 
(Restated) 1

(Restated) 1

 
$m

$m

$m

Profit before tax
5,475

6,193

4,283

Adjustments for non-cash items:
(17
)
48

114

– depreciation, amortisation and impairment
33

10

30

– (credit)/charge for share-based payment
(2
)
34

86

– other non-cash items included in profit before tax
(48
)
4

(2
)
Changes in operating assets and liabilities






Change in loans to HSBC undertakings
(1,122
)
(36,437
)
1,247

Change in loans and advances to HSBC undertakings designated at fair value
(11,944
)


Change in financial investments in HSBC undertakings
(1,775
)
612

(289
)
Change in net trading securities and net derivatives
(2,183
)
3,066

1,413

Change in other assets
134

(239
)
(141
)
Change in debt securities in issue 2
1,020

(1,633
)
(49
)
Change in financial liabilities designated at fair value
954

(1,229
)
(1,228
)
Change in other liabilities
721

(693
)
(1,065
)
Tax received
443

646

470

Net cash from operating activities
(8,294
)
(29,666
)
4,755

Purchase of financial investments in HSBC undertakings



(276
)
Proceeds from the sale and maturity of financial investments in HSBC undertakings
1,165

610


Net cash outflow from acquisition of or increase in stake of subsidiaries
(89
)
(2,073
)
(2,118
)
Repayment of capital from subsidiaries
4,070

3,920

790

Net investment in intangible assets
(150
)
(109
)
(79
)
Net cash from investing activities
4,996

2,348

(1,683
)
Issue of ordinary share capital and other equity instruments
5,647

2,381

4,216

Purchase of treasury shares

(2,510
)

Cancellation of shares
(3,000
)


Subordinated loan capital issued

2,636

3,180

Subordinated loan capital repaid
(1,184
)
(1,781
)
(1,565
)
Debt securities issued
11,433

32,080


Debt securities repaid



Dividends paid on ordinary shares
(6,987
)
(7,059
)
(6,548
)
Dividends paid to holders of other equity instruments
(1,359
)
(1,180
)
(950
)
Net cash from financing activities
4,550

24,567

(1,667
)
Net increase/(decrease) in cash and cash equivalents
1,252

(2,751
)
1,405

Cash and cash equivalents at 1 January
3,697

6,448

5,043

Cash and cash equivalents at 31 Dec 1
4,949

3,697

6,448

Cash and cash equivalents comprise:






– Cash at bank with HSBC undertakings
1,985

247

242

– Loans and advances to banks of one month or less
2,964

3,450

6,206

Interest received was $2,103m (2016: $1,329m ; 2015: $792m ), interest paid was $2,443m (2016: $1,791m ; 2015: $1,289m ) and dividends received were $10,039m (2016:  $10,412m ; 2015: $8,469m ).
1.
In 2017 cash and cash equivalents include loans and advances to HSBC undertakings of one month or less duration. The comparative figures have also been amended.
2.
Subordinated liabilities changes during the year $0.7b n (2016: $0.7b n) are wholly attributable to non-cash changes. During the year fair value losses amounted to $0.7b n (2016: gain $0.7b n).

220
HSBC Holdings plc



HSBC Holdings statement of changes in equity
for the year ended 31 December
 
 
 
 
 
Other reserves
 
 
Called up
share
capital

Share
premium

Other
equity
instruments

Retained earnings 1

Available-for-sale fair value reserve

Other
paid-in
capital 2

Merger
and other
reserves

Total
share-
holders’
equity

 
$m

$m

$m

$m

$m

$m

$m

$m

At 1 Jan 2017
10,096

12,619

17,004

27,656

112

2,244

35,127

104,858

Profit for the year



5,539




5,539

Other comprehensive income (net of tax)



(828
)
(53
)


(881
)
– available-for-sale investments




(53
)


(53
)
– changes in fair value of financial liabilities designated at fair value due to movement in own credit risk




(828
)



(828
)
Total comprehensive income for the year



4,711

(53
)


4,658

Shares issued under employee share plans
38

584


(52
)



570

Shares issued in lieu of dividends and amounts arising thereon
190

(190
)

3,205




3,205

Cancellation of shares
(164
)
(2,836
)





(3,000
)
Capital securities issued



5,103





5,103

Dividends to shareholders



(11,551
)



(11,551
)
Cost of share-based payment arrangements



(2
)



(2
)
Other movements



(64
)

10


(54
)
At 31 Dec 2017
10,160

10,177

22,107

23,903

59

2,254

35,127

103,787

 
 
 
 
 
 
 
 
 
At 1 Jan 2016
9,842

12,421

15,020

32,224

183

2,597

35,127

107,414

Profit for the year



6,595




6,595

Other comprehensive income (net of tax)



(896
)
(72
)


(968
)
– available-for-sale investments




(72
)


(72
)
– changes in fair value of financial liabilities designated at fair value due to movement in own credit risk




(896
)



(896
)
Total comprehensive income for the year



5,699

(72
)


5,627

Shares issued under employee share plans
35

417


(51
)



401

Shares issued in lieu of dividends and amounts arising thereon
219

(219
)

3,040




3,040

Net increase in treasury shares



(2,510
)



(2,510
)
Capital securities issued



1,984





1,984

Dividends to shareholders



(11,279
)



(11,279
)
Cost of share-based payment arrangements



34




34

Other movements



499

1

(353
)

147

At 31 Dec 2016
10,096

12,619

17,004

27,656

112

2,244

35,127

104,858

 
 
 
 
 
 
 
 
 
At 1 Jan 2015
9,609

11,918

11,476

34,986

240

2,089

35,127

105,445

Profit for the year



4,853




4,853

Other comprehensive income (net of tax)




(57
)


(57
)
– available-for-sale investments




(57
)


(57
)
Total comprehensive income for the year



4,853

(57
)


4,796

Shares issued under employee share plans
45

691


(59
)



677

Shares issued in lieu of dividends and amounts arising thereon
188

(188
)

3,162




3,162

Capital securities issued


3,544





3,544

Dividends to shareholders



(10,660
)



(10,660
)
Cost of share-based payment arrangements



86




86

Other movements



(144
)

508


364

At 31 Dec 2015
9,842

12,421

15,020

32,224

183

2,597

35,127

107,414

Dividends per ordinary share at 31 December 2017 were $0.51 (2016: $0.51 ; 2015: $0.50 ).
1
At 31 December 2017, retained earnings included 326,843,840 ( $2,542m ) of treasury shares (2016: 325,499,152 ( $2,499m ); 2015: 67,881 ( $1m )). The increase principally reflects the share buy-back initiative, with the purchase of 328.2 m ordinary shares ( $3,000m ) all of which were cancelled during the year and used to reduce outstanding ordinary shares. In addition, treasury shares are held to fund employee share plans.
2
Other paid-in capital arises from the exercise and lapse of share options granted to employees of HSBC Holdings subsidiaries.


HSBC Holdings plc
221



Notes on the Financial Statements

1
Basis of preparation and significant accounting policies
1.1
Basis of preparation
(a)
Compliance with International Financial Reporting Standards
The consolidated financial statements of HSBC and the separate financial statements of HSBC Holdings have been prepared in accordance with IFRSs as issued by the IASB, including interpretations issued by the IFRS Interpretations Committee, and as endorsed by the European Union (‘EU’). At 31 December 2017, there were no unendorsed standards effective for the year ended 31 December 2017 affecting these consolidated and separate financial statements, and HSBC’s application of IFRSs results in no differences between IFRSs as issued by the IASB and IFRSs as endorsed by the EU .
Standards adopted during the year ended 31 December 2017
HSBC has adopted the requirements of IFRS 9 ‘Financial Instruments’ relating to the presentation of gains and losses on financial liabilities designated at fair value from 1 January 2017 in the consolidated financial statements. As a result, the effects of changes in those liabilities’ credit risk is presented in other comprehensive income with the remaining effect presented in profit or loss. As permitted by the transitional requirements of IFRS 9, comparatives have not been restated. Adoption increased profit after tax by $2,024m and basic and diluted earnings per share by $0.10 with the opposite effect on other comprehensive income and no effect on net assets. These requirements were adopted in the separate financial statements of HSBC Holdings in 2016.
There were no other new standards applied in 2017. However, during 2017, HSBC adopted a number of interpretations and amendments to standards which had an insignificant effect on the consolidated financial statements of HSBC and the separate financial statements of HSBC Holdings.
(b)
Differences between IFRSs and Hong Kong Financial Reporting Standards
There are no significant differences between IFRSs and Hong Kong Financial Reporting Standards in terms of their application to HSBC, and consequently there would be no significant differences had the financial statements been prepared in accordance with Hong Kong Financial Reporting Standards. The Notes on the Financial Statements, taken together with the Report of the Directors, include the aggregate of all disclosures necessary to satisfy IFRSs and Hong Kong reporting requirements.
(c)
Future accounting developments
Minor amendments to IFRSs
The IASB has published a number of minor amendments to IFRSs which are effective from 1 January 2018 and 2019, some of which have been endorsed for use in the EU. HSBC expects they will have an insignificant effect, when adopted, on the consolidated financial statements of HSBC and the separate financial statements of HSBC Holdings. HSBC has not early adopted any of the amendments effective after 31 December 2017, except the requirements of IFRS 9 ‘Financial Instruments’ relating to the presentation of gains and losses on financial liabilities designated at fair value which was adopted from 1 January 2017.
Major new IFRSs
The IASB has published IFRS 9 ‘Financial Instruments’, IFRS 15 ‘Revenue from Contracts with Customers’, IFRS 16 ‘Leases’ and IFRS 17 ‘Insurance contracts’. IFRS 9 , IFRS 15 and IFRS 16 have been endorsed for use in the EU and IFRS 17 has not yet been endorsed.
IFRS 9 ‘Financial Instruments’
In July 2014, the IASB issued IFRS 9 ‘Financial Instruments’, which is the comprehensive standard to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’, and includes requirements for classification and measurement of financial assets and liabilities, impairment of financial assets and hedge accounting.
Classification and measurement
The classification and measurement of financial assets will depend on how these are managed (the entity’s business model) and their contractual cash flow characteristics. These factors determine whether the financial assets are measured at amortised cost, fair value through other comprehensive income (‘FVOCI’) or fair value through profit or loss (‘FVPL’). The combined effect of the application of the business model and the contractual cash flow characteristics tests may result in some differences in the population of financial assets measured at amortised cost or fair value compared with IAS 39. In addition, on transition to IFRS 9 entities are required to revoke previous designations of financial assets and financial liabilities measured at fair value through profit or loss where the accounting mismatch no longer exists and are permitted to revoke such designations where accounting mismatches continue to exist.
Impairment
The impairment requirements apply to financial assets measured at amortised cost and FVOCI, lease receivables, and certain loan commitments and financial guarantee contracts. At initial recognition, an impairment allowance (or provision in the case of commitments and guarantees) is required for expected credit losses (‘ECL’) resulting from default events that are possible within the next 12 months (’12-month ECL’). In the event of a significant increase in credit risk, an allowance (or provision) is required for ECL resulting from all possible default events over the expected life of the financial instrument (‘lifetime ECL’). Financial assets where 12-month ECL is recognised are in ‘stage 1’; financial assets that are considered to have experienced a significant increase in credit risk are in ‘stage 2’; and financial assets for which there is objective evidence of impairment, so are considered to be in default or otherwise credit impaired, are in ‘stage 3’.
The assessment of credit risk and the estimation of ECL are required to be unbiased and probability-weighted, and should incorporate all available information relevant to the assessment, including information about past events, current conditions and reasonable and supportable forecasts of economic conditions at the reporting date. In addition, the estimation of ECL should take into account the time value of money. As a result, the recognition and measurement of impairment is intended to be more forward-looking than under IAS 39, and the resulting impairment charge may be more volatile. IFRS 9 may also result in an increase in the total level of impairment allowances, since all financial assets will be assessed for at least 12-month ECL and the population of financial assets to which lifetime ECL applies is likely to be larger than the population for which there is objective evidence of impairment in accordance with IAS 39.

222
HSBC Holdings plc



Hedge accounting
The general hedge accounting requirements aim to simplify hedge accounting, creating a stronger link with risk management strategy and permitting hedge accounting to be applied to a greater variety of hedging instruments and risks. However, they do not explicitly address macro hedge accounting strategies, which are particularly important for banks. As a result, IFRS 9 includes an accounting policy choice to remain with IAS 39 hedge accounting.
Transitional impact
With the exception of the provisions relating to the presentation of gains and losses on financial liabilities designated at fair value, which were adopted from 1 January 2017, the requirements of IFRS 9 ‘Financial Instruments’ will be adopted from 1 January 2018. IFRS 9 includes an accounting policy choice to continue IAS 39 hedge accounting, which HSBC has exercised, although it will implement the revised hedge accounting disclosures required by the related amendments to IFRS 7 ‘Financial Instruments: Disclosures’. The classification and measurement and impairment requirements are applied retrospectively by adjusting the opening balance sheet at the date of initial application, with no requirement to restate comparative periods. HSBC does not intend to restate comparatives. For the consolidated financial statements of HSBC, adoption is expected to reduce net assets at 1 January 2018 by $1.0b n, with the classification and measurement changes increasing net assets by $0.9b n and impairment reducing net assets by $2.2b n, net of deferred tax of $0.3b n. As a consequence, common equity tier 1 capital is expected to increase by $1.2b n, applying regulatory transitional arrangements, and by $0.2bn on a fully loaded basis. For the separate financial statements of HSBC Holdings, adoption is expected to increase net assets at 1 January 2018 by $0.9bn , net of deferred tax, as a result of classification and measurement changes. These estimates are based on accounting policies, assumptions, judgements and estimation techniques that remain subject to change until the Group finalises its financial statements for the year ending 31 December 2018.
IFRS 15 ‘Revenue from Contracts with Customers’
In May 2014, the IASB issued IFRS 15 ‘Revenue from Contracts with Customers’ and it is effective for annual periods beginning on or after 1 January 2018. IFRS 15 provides a principles-based approach for revenue recognition, and introduces the concept of recognising revenue for performance obligations as they are satisfied. HSBC will adopt the standard on its mandatory effective date, and the standard will be applied on a retrospective basis, recognising the cumulative effect, if any, of initially applying the standard as an adjustment to the opening balance of retained earnings. HSBC has assessed the impact of IFRS 15 and expects that the standard will have no significant effect, when applied, on the consolidated financial statements of HSBC and the separate financial statements of HSBC Holdings.
IFRS 16 ‘Leases’
In January 2016, the IASB issued IFRS 16 ‘Leases’ with an effective date for annual periods beginning on or after 1 January 2019. IFRS 16 results in lessees accounting for most leases within the scope of the standard in a manner similar to the way in which finance leases are currently accounted for under IAS 17 ‘Leases’. Lessees will recognise a ‘right of use’ asset and a corresponding financial liability on the balance sheet. The asset will be amortised over the length of the lease, and the financial liability measured at amortised cost. Lessor accounting remains substantially the same as under IAS 17. HSBC is currently assessing the impact of IFRS 16, and it is not practicable to quantify the effect at the date of the publication of these financial statements. Existing operating lease commitments are set out in Note 33 .
IFRS 17 ‘Insurance contracts’
IFRS 17 ‘Insurance contracts’ was issued in May 2017, and sets out the requirements that an entity should apply in accounting for insurance contracts it issues and reinsurance contracts it holds. IFRS 17 is effective from 1 January 2021, and HSBC is considering its impact.
(d)
Foreign currencies
HSBC’s consolidated financial statements are presented in US dollars because the US dollar and currencies linked to it form the major currency bloc in which HSBC transacts and funds its business. The US dollar is also HSBC Holdings’ functional currency because the US dollar and currencies linked to it are the most significant currencies relevant to the underlying transactions, events and conditions of its subsidiaries, as well as representing a significant proportion of its funds generated from financing activities.
Transactions in foreign currencies are recorded at the rate of exchange on the date of the transaction. Assets and liabilities denominated in foreign currencies are translated at the rate of exchange at the balance sheet date except non-monetary assets and liabilities measured at historical cost which are translated using the rate of exchange at the initial transaction date. Exchange differences are included in other comprehensive income or in the income statement depending on where the gain or loss on the underlying item is recognised.
In the consolidated financial statements, the assets, liabilities and results of foreign operations whose functional currency is not US dollars are translated into the Group’s presentation currency at the reporting date. Exchange differences arising are recognised in other comprehensive income. On disposal of a foreign operation, exchange differences previously recognised in other comprehensive income are reclassified to the income statement.
(e)
Presentation of information
Certain disclosures required by IFRSs have been included in the audited sections of this Annual Report and Accounts as follows:
segmental disclosures are included in the ‘Report of the Directors: Financial Review’ on pages 32 to 85 ;
disclosures concerning the nature and extent of risks relating to insurance contracts and financial instruments are included in the ‘Report of the Directors: Risk’ on pages 95 to 161 ;
capital disclosures are included in the ‘Report of the Directors: Capital’ on pages 162 to 165 ; and
disclosures relating to HSBC’s securitisation activities and structured products are included in the ‘Report of the Directors: Risk’ on pages 95 to 161 .
In accordance with its policy to provide disclosures that help investors and other stakeholders understand the Group’s performance, financial position and changes to them, the information provided in the Notes on the Financial Statements and the Report of the Directors goes beyond the minimum levels required by accounting standards, statutory and regulatory requirements and listing rules. In addition, HSBC follows the UK Finance Disclosure Code (‘the UKF Disclosure Code’). The UKF Disclosure Code aims to increase the quality and comparability of UK banks’ disclosures and sets out five disclosure principles together with supporting guidance agreed in 2010. In line with the principles of the UKF Disclosure Code, HSBC assesses good practice recommendations issued from time to time by relevant

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regulators and standard setters, and will assess the applicability and relevance of such guidance, enhancing disclosures where appropriate.
(f)
Critical accounting estimates and judgements
The preparation of financial information requires the use of estimates and judgements about future conditions. In view of the inherent uncertainties and the high level of subjectivity involved in the recognition or measurement of items highlighted as the critical accounting estimates and judgements in section 1.2 below, it is possible that the outcomes in the next financial year could differ from those on which management’s estimates are based. This could result in materially different estimates and judgements from those reached by management for the purposes of these financial statements. Management’s selection of HSBC’s accounting policies which contain critical estimates and judgements reflects the materiality of the items to which the policies are applied and the high degree of judgement and estimation uncertainty involved.
(g)
Segmental analysis
HSBC’s chief operating decision-maker is the Group Chief Executive, supported by the rest of the Group Management Board (‘GMB’), which operates as a general management committee under the direct authority of the Board. Operating segments are reported in a manner consistent with the internal reporting provided to the Group Chief Executive and the GMB.
Measurement of segmental assets, liabilities, income and expenses is in accordance with the Group’s accounting policies. Segmental income and expenses include transfers between segments, and these transfers are conducted at arm’s length. Shared costs are included in segments on the basis of the actual recharges made.
(h)
Going concern
The financial statements are prepared on a going concern basis, as the Directors are satisfied that the Group and parent company have 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 future projections of profitability, cash flows and capital resources.
1.2
Summary of significant accounting policies
(a)
Consolidation and related policies
Investments in subsidiaries
Where an entity is governed by voting rights, HSBC consolidates when it holds, directly or indirectly, the necessary voting rights to pass resolutions by the governing body. In all other cases, the assessment of control is more complex and requires judgement of other factors, including having exposure to variability of returns, power to direct relevant activities and whether power is held as agent or principal.
Business combinations are accounted for using the acquisition method. The amount of non-controlling interest is measured either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. This election is made for each business combination.
HSBC Holdings’ investments in subsidiaries are stated at cost less impairment losses.
Goodwill
Goodwill is allocated to cash-generating units (‘CGUs’) for the purpose of impairment testing, which is undertaken at the lowest level at which goodwill is monitored for internal management purposes. HSBC’s CGUs are based on geographical regions subdivided by global business, except for Global Banking and Markets, for which goodwill is monitored on a global basis.
Impairment testing is performed at least once a year, or whenever there is an indication of impairment, by comparing the recoverable amount of a CGU with its carrying amount.
Goodwill is included in a disposal group if the disposal group is a CGU to which goodwill has been allocated or it is an operation within such a CGU. The amount of goodwill included in a disposal group is measured on the basis of the relative values of the operation disposed of and the portion of the CGU retained.
Critical accounting estimates and judgements
The review of goodwill for impairment reflects management’s best estimate of the future cash flows of the CGUs and the rates used to discount these cash flows, both of which are subject to uncertain factors as follows:
The future cash flows of the CGUs are sensitive to the cash flows projected for the periods for which detailed forecasts are available and to assumptions regarding the long-term pattern of sustainable cash flows thereafter. Forecasts are compared with actual performance and verifiable economic data, but they reflect management’s view of future business prospects at the time of the assessment.
The rates used to discount future expected cash flows can have a significant effect on their valuation, and are based on the costs of capital assigned to individual CGUs. The cost of capital percentage is generally derived from a capital asset pricing model, which incorporates inputs reflecting a number of financial and economic variables, including the risk-free interest rate in the country concerned and a premium for the risk of the business being evaluated. These variables are subject to fluctuations in external market rates and economic conditions beyond management’s control. They are therefore subject to uncertainty and require the exercise of significant judgement.
The accuracy of forecast cash flows is subject to a high degree of uncertainty in volatile market conditions. In such circumstances, management retests goodwill for impairment more frequently than once a year when indicators of impairment exist. This ensures that the assumptions on which the cash flow forecasts are based continue to reflect current market conditions and management’s best estimate of future business prospects.
HSBC sponsored structured entities
HSBC is considered to sponsor another entity if, in addition to ongoing involvement with the entity, it had a key role in establishing that entity or in bringing together relevant counterparties so the transaction that is the purpose of the entity could occur. HSBC is generally not considered a sponsor if the only involvement with the entity is merely administrative.
Interests in associates and joint arrangements
Joint arrangements are investments in which HSBC, together with one or more parties, has joint control. Depending on HSBC’s rights and obligations, the joint arrangement is classified as either a joint operation or a joint venture. HSBC classifies investments in entities over which it has significant influence, and that are neither subsidiaries nor joint arrangements, as associates.
HSBC recognises its share of the assets, liabilities and results in a joint operation. Investments in associates and interests in joint ventures are recognised using the equity method. The attributable share of the results and reserves of joint ventures and associates are

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included in the consolidated financial statements of HSBC based on either financial statements made up to 31 December or pro-rated amounts adjusted for any material transactions or events occurring between the date the financial statements are available and
31 December.
Investments in associates and joint ventures are assessed at each reporting date and tested for impairment when there is an indication that the investment may be impaired. Goodwill on acquisitions of interests in joint ventures and associates is not tested separately for impairment, but is assessed as part of the carrying amount of the investment.
Critical accounting estimates and judgements
Impairment testing of investments in associates involves significant judgement in determining the value in use, and in particular estimating the present values of cash flows expected to arise from continuing to hold the investment. The most significant judgements relate to the impairment testing of our investment in Bank of Communications Co., Limited (‘BoCom’). Key assumptions used in estimating BoCom’s value in use, the sensitivity of the value in use calculation to different assumptions and a sensitivity analysis that shows the changes in key assumptions that would reduce the excess of value in use over the carrying amount (the ‘headroom’) to nil are described in Note 17.
(b)
Income and expense
Operating income
Interest income and expense
Interest income and expense for all financial instruments, excluding those classified as held for trading or designated at fair value are recognised in ‘Interest income’ and ‘Interest expense’ in the income statement using the effective interest method. However, as an exception to this, interest on debt securities issued by HSBC that are designated under the fair value option and derivatives managed in conjunction with those debt securities are included in interest expense.
Interest on impaired financial assets is recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.
Non-interest income and expense
Fee income is earned from a diverse range of services provided by HSBC to its customers. Fee income is accounted for as follows:
Income earned on the execution of a significant act is recognised as revenue when the act is completed (for example, fees arising from negotiating a transaction, such as the acquisition of shares, for a third party); and
Income earned from the provision of services is recognised as revenue as the services are provided (for example, asset management services).
Net trading income comprises all gains and losses from changes in the fair value of financial assets and financial liabilities held for trading, together with the related interest income, expense and dividends.
Dividend income is recognised when the right to receive payment is established. This is the ex-dividend date for listed equity securities, and usually the date when shareholders approve the dividend for unlisted equity securities.
‘Net income/(expense) from financial instruments designated at fair value’ includes all gains and losses from changes in the fair value of financial assets and liabilities designated at fair value through profit or loss, including derivatives that are managed in conjunction with those financial assets and liabilities, and liabilities under investment contracts. Interest income, interest expense and dividend income in respect of those financial instruments are also included, except for interest arising from debt securities issued by HSBC and derivatives managed in conjunction with those debt securities, which is recognised in ‘Interest expense’.
The accounting policies for insurance premium income are disclosed in Note 1.2(f) .
(c)
Valuation of financial instruments
All financial instruments are initially recognised at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of a financial instrument on initial recognition is generally its transaction price (that is, the fair value of the consideration given or received). However, if there is a difference between the transaction price and the fair value of financial instruments whose fair value is based on a quoted price in an active market or a valuation technique that uses only data from observable markets, HSBC recognises the difference as a trading gain or loss at inception (a ‘day 1 gain or loss’). In all other cases, the entire day 1 gain or loss is deferred and recognised in the income statement over the life of the transaction either until the transaction matures or is closed out, the valuation inputs become observable or HSBC enters into an offsetting transaction.
The fair value of financial instruments is generally measured on an individual basis. However, in cases where HSBC manages a group of financial assets and liabilities according to its net market or credit risk exposure, the fair value of the group of financial instruments is measured on a net basis but the underlying financial assets and liabilities are presented separately in the financial statements, unless they satisfy the IFRS offsetting criteria.
Critical accounting estimates and judgements
The majority of valuation techniques employ only observable market data. However, certain financial instruments are valued on the basis of valuation techniques that feature one or more significant market inputs that are unobservable, and for them the measurement of fair value is more judgemental. An instrument in its entirety is classified as valued using significant unobservable inputs if, in the opinion of management, a significant proportion of the instrument’s inception profit or greater than 5% of the instrument’s valuation is driven by unobservable inputs. ‘Unobservable’ in this context means that there is little or no current market data available from which to determine the price at which an arm’s length transaction would be likely to occur. It generally does not mean that there is no data available at all upon which to base a determination of fair value (consensus pricing data may, for example,
be used).
(d)
Financial instruments measured at amortised cost
Loans and advances to banks and customers, held-to-maturity investments and most financial liabilities are measured at amortised cost. The carrying value of these financial assets at initial recognition includes any directly attributable transactions costs. If the initial fair value is lower than the cash amount advanced, such as in the case of some leveraged finance and syndicated lending activities, the difference is deferred and recognised over the life of the loan (as described in sub-section (c) above) through the recognition of interest income, unless the loan becomes impaired.

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HSBC may commit to underwriting loans on fixed contractual terms for specified periods of time. When the loan arising from the lending commitment is expected to be held for trading, the commitment to lend is recorded as a derivative. When HSBC intends to hold the loan, a provision on the loan commitment is only recorded where it is probable that HSBC will incur a loss.
Impairment of loans and advances
Losses for impaired loans are recognised when there is objective evidence that impairment of a loan or portfolio of loans has occurred. Losses which may arise from future events are not recognised.
Individually assessed loans and advances
The factors considered in determining whether a loan is individually significant for the purposes of assessing impairment include the size of the loan, the number of loans in the portfolio, the importance of the individual loan relationship and how this is managed. Loans that are determined to be individually significant will be individually assessed for impairment, except when volumes of defaults and losses are sufficient to justify treatment under a collective methodology.
Loans considered as individually significant are typically to corporate and commercial customers, are for larger amounts and are managed on an individual basis. For these loans, HSBC considers on a case-by-case basis at each balance sheet date whether there is any objective evidence that a loan is impaired.
The determination of the realisable value of security is based on the most recently updated market value at the time the impairment assessment is performed. The value is not adjusted for expected future changes in market prices, though adjustments are made to reflect local conditions such as forced sale discounts.
Impairment losses are calculated by discounting the expected future cash flows of a loan, which include expected future receipts of contractual interest, at the loan’s original effective interest rate or an approximation thereof, and comparing the resultant present value with the loan’s current carrying amount.
Collectively assessed loans and advances
Impairment is assessed collectively to cover losses which have been incurred but have not yet been identified on loans subject to individual assessment or for homogeneous groups of loans that are not considered individually significant, which are generally retail lending portfolios.
Incurred but not yet identified impairment
Individually assessed loans for which no evidence of impairment has been specifically identified on an individual basis are grouped together according to their credit risk characteristics for a collective impairment assessment. This assessment captures impairment losses that HSBC has incurred as a result of events occurring before the balance sheet date that HSBC is not able to identify on an individual loan basis, and that can be reliably estimated. When information becomes available that identifies losses on individual loans within a group, those loans are removed from the group and assessed individually.
Homogeneous groups of loans and advances
Statistical methods are used to determine collective impairment losses for homogeneous groups of loans not considered individually significant. The methods used to calculate collective allowances are set out below:
When appropriate empirical information is available, HSBC utilises roll-rate methodology, which employs statistical analyses of historical data and experience of delinquency and default to reliably estimate the amount of the loans that will eventually be written off as a result of events occurring before the balance sheet date. Individual loans are grouped using ranges of past due days, and statistical estimates are made of the likelihood that loans in each range will progress through the various stages of delinquency and become irrecoverable. Additionally, individual loans are segmented based on their credit characteristics, such as industry sector, loan grade or product. In applying this methodology, adjustments are made to estimate the periods of time between a loss event occurring, for example because of a missed payment, and its confirmation through write-off (known as the loss identification period). Current economic conditions are also evaluated when calculating the appropriate level of allowance required to cover inherent loss. In certain highly developed markets, models also take into account behavioural and account management trends as revealed in, for example, bankruptcy and rescheduling statistics.
When the portfolio size is small or when information is insufficient or not reliable enough to adopt a roll-rate methodology, HSBC adopts a basic formulaic approach based on historical loss rate experience, or a discounted cash flow model. Where a basic formulaic approach is undertaken, the period between a loss event occurring and its identification is estimated by local management, and is typically between six and 12 months.
Write-off of loans and advances
Loans and the related impairment allowance accounts are normally written off, either partially or in full, when there is no realistic prospect of recovery. Where loans are secured, this is generally after receipt of any proceeds from the realisation of security. In circumstances where the net realisable value of any collateral has been determined and there is no reasonable expectation of further recovery, write-off may be earlier.
Reversals of impairment
If the amount of an impairment loss decreases in a subsequent period, and the decrease can be related objectively to an event occurring after the impairment was recognised, the excess is written back by reducing the loan impairment allowance account accordingly. The write-back is recognised in the income statement.
Assets acquired in exchange for loans
When non-financial assets acquired in exchange for loans as part of an orderly realisation are held for sale, these assets are recorded as ‘Assets held for sale.’
Renegotiated loans
Loans subject to collective impairment assessment whose terms have been renegotiated are no longer considered past due, but are treated as up-to-date loans for measurement purposes once a minimum number of required payments has been received. Where collectively assessed loan portfolios include significant levels of renegotiated loans, these loans are segregated from other parts of the loan portfolio for the purposes of collective impairment assessment to reflect their risk profile. Loans subject to individual impairment

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assessment, whose terms have been renegotiated, are subject to ongoing review to determine whether they remain impaired. The carrying amounts of loans that have been classified as renegotiated retain this classification until maturity or derecognition.
A loan that is renegotiated is derecognised if the existing agreement is cancelled and a new agreement made on substantially different terms or if the terms of an existing agreement are modified such that the renegotiated loan is substantially a different financial instrument. Any new loans that arise following derecognition events will continue to be disclosed as renegotiated loans and are assessed for impairment as above.
Critical accounting estimates and judgements
Loan impairment allowances represent management’s best estimate of losses incurred in the loan portfolios at the balance sheet date. Management is required to exercise judgement in making assumptions and estimates when calculating loan impairment allowances on both individually and collectively assessed loans and advances.
Collective impairment allowances are subject to estimation uncertainty, in part because it is not practicable to identify losses on an individual loan basis due to the large number of individually insignificant loans in the portfolio. The estimation methods include the use of statistical analyses of historical information, supplemented with significant management judgement, to assess whether current economic and credit conditions are such that the actual level of incurred losses is likely to be greater or less than historical experience. Where changes in economic, regulatory or behavioural conditions result in the most recent trends in portfolio risk factors being not fully reflected in the statistical models, risk factors are taken into account by adjusting the impairment allowances derived solely from historical loss experience.
Risk factors include loan portfolio growth, product mix, unemployment rates, bankruptcy trends, geographical concentrations, loan product features, economic conditions such as national and local trends in housing markets, the level of interest rates, portfolio seasoning, account management policies and practices, changes in laws and regulations, and other influences on customer payment patterns. Different factors are applied in different regions and countries to reflect local economic conditions, laws and regulations. The methodology and the assumptions used in calculating impairment losses are reviewed regularly in the light of differences between loss estimates and actual loss experience. For example, roll rates, loss rates and the expected timing of future recoveries are regularly benchmarked against actual outcomes to ensure they remain appropriate.
For individually assessed loans, judgement is required in determining whether there is objective evidence that a loss event has occurred and, if so, the measurement of the impairment allowance. In determining whether there is objective evidence that a loss event has occurred, judgement is exercised in evaluating all relevant information on indicators of impairment, including the consideration of whether payments are contractually past due and the consideration of other factors indicating deterioration in the financial condition and outlook of borrowers, affecting their ability to pay.
A higher level of judgement is required for loans to borrowers showing signs of financial difficulty in market sectors experiencing economic stress, particularly where the likelihood of repayment is affected by the prospects for refinancing or the sale of a specified asset. For those loans where objective evidence of impairment exists, management determines the size of the allowance required based on a range of factors such as the realisable value of security, the likely dividend available on liquidation or bankruptcy, the viability of the customer’s business model and the capacity to trade successfully out of financial difficulties and generate sufficient cash flow to service debt obligations.
HSBC might provide loan forbearance to borrowers experiencing financial difficulties by agreeing to modify the contractual payment terms of loans in order to improve the management of customer relationships, maximise collection opportunities or avoid default or repossession. Where forbearance activities are significant, higher levels of judgement and estimation uncertainty are involved in determining their effects on loan impairment allowances. Judgements are involved in differentiating the credit risk characteristics of forbearance cases, including those which return to performing status following renegotiation. Where collectively assessed loan portfolios include significant levels of loan forbearance, portfolios are segmented to reflect the different credit risk characteristics of forbearance cases, and estimates are made of the incurred losses inherent within each forbearance portfolio segment.
The exercise of judgement requires the use of assumptions which are highly subjective and very sensitive to the risk factors, in particular to changes in economic and credit conditions across a large number of geographical areas. Many of the factors have a high degree of interdependency and there is no single factor to which our loan impairment allowances as a whole are sensitive.

Non-trading reverse repurchase, repurchase and similar agreements
When debt securities are sold subject to a commitment to repurchase them at a predetermined price (‘repos’), they remain on the balance sheet and a liability is recorded in respect of the consideration received. Securities purchased under commitments to resell (‘reverse repos’) are not recognised on the balance sheet and an asset is recorded in respect of the initial consideration paid. Non-trading repos and reverse repos are measured at amortised cost. The difference between the sale and repurchase price or between the purchase and resale price is treated as interest and recognised in net interest income over the life of the agreement.
Contracts that are economically equivalent to reverse repurchase or repurchase agreements (such as sales or purchases of debt securities entered into together with total return swaps with the same counterparty) are accounted for similarly to, and presented together with, reverse repurchase or repurchase agreements.
(e)
Financial instruments measured at fair value
Available-for-sale financial assets
Available-for-sale financial assets are recognised on the trade date when HSBC enters into contractual arrangements to purchase them, and are normally derecognised when they are either sold or redeemed. They are subsequently remeasured at fair value, and changes therein are recognised in other comprehensive income until the assets are either sold or become impaired. Upon disposal, the cumulative gains or losses in other comprehensive income are recognised in the income statement as ‘Gains less losses from financial investments’.
Impairment of available-for-sale financial assets
Available-for-sale financial assets are assessed at each balance sheet date for objective evidence of impairment. Impairment losses are recognised in the income statement within ‘Loan impairment charges and other credit risk provisions’ for debt instruments and within ‘Gains less losses from financial investments’ for equities.
Available-for-sale debt securities
In assessing objective evidence of impairment at the reporting date, HSBC considers all available evidence, including observable data or information about events specifically relating to the securities which may result in a shortfall in the recovery of future cash flows. A subsequent decline in the fair value of the instrument is recognised in the income statement when there is objective evidence of impairment as a result of decreases in the estimated future cash flows. Where there is no further objective evidence of impairment, the decline in the fair value of the financial asset is recognised in other comprehensive income. If the fair value of a debt security increases in a subsequent period, and the increase can be objectively related to an event occurring after the impairment loss was recognised in the income statement, or the instrument is no longer impaired, the impairment loss is reversed through the income statement.
Available-for-sale equity securities
A significant or prolonged decline in the fair value of the equity below its cost is objective evidence of impairment. In assessing whether it is significant, the decline in fair value is evaluated against the original cost of the asset at initial recognition. In assessing whether it is

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prolonged, the decline is evaluated against the continuous period in which the fair value of the asset has been below its original cost at initial recognition.
All subsequent increases in the fair value of the instrument are treated as a revaluation and are recognised in other comprehensive income. Subsequent decreases in the fair value of the available-for-sale equity security are recognised in the income statement to the extent that further cumulative impairment losses have been incurred. Impairment losses recognised on the equity security are not reversed through the income statement.
Financial instruments designated at fair value
Financial instruments, other than those held for trading, are classified in this category if they meet one or more of the criteria set out below, and are so designated irrevocably at inception:
the use of the designation removes or significantly reduces an accounting mismatch;
when a group of financial assets, liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy; and
where financial instruments contain one or more non-closely related embedded derivatives.
Designated financial assets are recognised when HSBC enters into contracts with counterparties, which is generally on trade date, and are normally derecognised when the rights to the cash flows expire or are transferred. Designated financial liabilities are recognised when HSBC enters into contracts with counterparties, which is generally on settlement date, and are normally derecognised when extinguished. Subsequent changes in fair values are recognised in the income statement in ‘Net income/(expense) from financial instruments designated at fair value’.
Under this criterion, the main classes of financial instruments designated by HSBC are:
Long-term debt issues
The interest and/or foreign exchange exposure on certain fixed rate debt securities issued has been matched with the interest and/or foreign exchange exposure on certain swaps as part of a documented risk management strategy.
Financial assets and financial liabilities under unit-linked and non-linked investment contracts
A contract under which HSBC does not accept significant insurance risk from another party is not classified as an insurance contract, other than investment contracts with discretionary participation features (‘DPF’), but is accounted for as a financial liability. See Note 1.2(f) for investment contracts with DPF and contracts where HSBC accepts significant insurance risk. Customer liabilities under linked and certain non-linked investment contracts issued by insurance subsidiaries and the corresponding financial assets are designated at fair value. Liabilities are at least equivalent to the surrender or transfer value which is calculated by reference to the value of the relevant underlying funds or indices. Premiums receivable and amounts withdrawn are accounted for as increases or decreases in the liability recorded in respect of investment contracts. The incremental costs directly related to the acquisition of new investment contracts or renewing existing investment contracts are deferred and amortised over the period during which the investment management services are provided.
Derivatives
Derivatives are financial instruments that derive their value from the price of underlying items such as equities, interest rates or other indices. Derivatives are recognised initially and are subsequently measured at fair value, with changes in fair value generally recorded in the income statement. Derivatives are classified as assets when their fair value is positive or as liabilities when their fair value is negative; this includes embedded derivatives which are bifurcated from the host contract when they meet the definition of a derivative on a stand-alone basis and are required by IFRSs to be accounted for separately from the host contract.
Gains and losses from changes in the fair value of derivatives that do not qualify for hedge accounting are reported in ‘Net trading income’. Gains and losses on derivatives managed in conjunction with financial instruments designated at fair value are reported in ‘Net income from financial instruments designated at fair value’ together with the gains and losses on the economically hedged items. Where the derivatives are managed with debt securities issued by HSBC that are designated at fair value, the contractual interest is shown in ‘Interest expense’ together with the interest payable on the issued debt.
Hedge accounting
When derivatives are not part of fair value designated relationships, if held for risk management purposes they are designated in hedge accounting relationships where the required criteria for documentation and hedge effectiveness are met. HSBC uses these derivatives or, where allowed, other non-derivative hedging instruments in fair value hedges, cash flow hedges or hedges of net investments in foreign operations as appropriate to the risk being hedged.
Fair value hedge
Fair value hedge accounting does not change the recording of gains and losses on derivatives and other hedging instruments, but results in recognising changes in the fair value of the hedged assets or liabilities attributable to the hedged risk that would not otherwise be recognised in the income statement. If a hedge relationship no longer meets the criteria for hedge accounting, hedge accounting is discontinued; the cumulative adjustment to the carrying amount of the hedged item is amortised to the income statement on a recalculated effective interest rate, unless the hedged item has been derecognised, in which case it is recognised in the income statement immediately.
Cash flow hedge
The effective portion of gains and losses on hedging instruments is recognised in other comprehensive income; the ineffective portion
of the change in fair value of derivative hedging instruments that are part of a cash flow hedge relationship is recognised immediately
in the income statement within ‘Net trading income’. The accumulated gains and losses recognised in other comprehensive income
are reclassified to the income statement in the same periods in which the hedged item affects profit or loss. In hedges of forecast transactions that result in recognition of a non-financial asset or liability, previous gains and losses recognised in other comprehensive income are included in the initial measurement of the asset or liability. When a hedge relationship is discontinued, or partially discontinued, any cumulative gain or loss recognised in other comprehensive income remains in equity until the forecast transaction is recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss previously recognised in other comprehensive income is immediately reclassified to the income statement.

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HSBC Holdings plc



Net investment hedge
Hedges of net investments in foreign operations are accounted for in a similar way to cash flow hedges. The effective portion of gains and losses on the hedging instrument is recognised in other comprehensive income; other gains and losses are recognised immediately in the income statement. Gains and losses previously recognised in other comprehensive income are reclassified to the income statement on the disposal, or part disposal, of the foreign operation.
Derivatives that do not qualify for hedge accounting
Non-qualifying hedges are derivatives entered into as economic hedges of assets and liabilities for which hedge accounting was not applied.
(f)
Insurance contracts
A contract is classified as an insurance contract where HSBC accepts significant insurance risk from another party by agreeing to compensate that party on the occurrence of a specified uncertain future event. An insurance contract may also transfer financial risk, but is accounted for as an insurance contract if the insurance risk is significant. In addition, HSBC issues investment contracts with DPF which are also accounted for as insurance contracts as required by IFRS 4 ‘Insurance Contracts’.
Net insurance premium income
Premiums for life insurance contracts are accounted for when receivable, except in unit-linked insurance contracts where premiums are accounted for when liabilities are established.
Reinsurance premiums are accounted for in the same accounting period as the premiums for the direct insurance contracts to which they relate.
Net insurance claims and benefits paid and movements in liabilities to policyholders
Gross insurance claims for life insurance contracts reflect the total cost of claims arising during the year, including claim handling costs and any policyholder bonuses allocated in anticipation of a bonus declaration.
Maturity claims are recognised when due for payment. Surrenders are recognised when paid or at an earlier date on which, following notification, the policy ceases to be included within the calculation of the related insurance liabilities. Death claims are recognised when notified.
Reinsurance recoveries are accounted for in the same period as the related claim.
Liabilities under insurance contracts
Liabilities under non-linked life insurance contracts are calculated by each life insurance operation based on local actuarial principles. Liabilities under unit-linked life insurance contracts are at least equivalent to the surrender or transfer value, which is calculated by reference to the value of the relevant underlying funds or indices.
Future profit participation on insurance contracts with DPF
Where contracts provide discretionary profit participation benefits to policyholders, liabilities for these contracts include provisions for the future discretionary benefits to policyholders. These provisions reflect the actual performance of the investment portfolio to date and management’s expectation of the future performance of the assets backing the contracts, as well as other experience factors such as mortality, lapses and operational efficiency, where appropriate. The benefits to policyholders may be determined by the contractual terms, regulation, or past distribution policy.
Investment contracts with DPF
While investment contracts with DPF are financial instruments, they continue to be treated as insurance contracts as required by IFRS 4. The Group therefore recognises the premiums for these contracts as revenue and recognises as an expense the resulting increase in the carrying amount of the liability.
In the case of net unrealised investment gains on these contracts, whose discretionary benefits principally reflect the actual performance of the investment portfolio, the corresponding increase in the liabilities is recognised in either the income statement or other comprehensive income, following the treatment of the unrealised gains on the relevant assets. In the case of net unrealised losses, a deferred participating asset is recognised only to the extent that its recoverability is highly probable. Movements in the liabilities arising from realised gains and losses on relevant assets are recognised in the income statement.
Present value of in-force long-term insurance business
HSBC recognises the value placed on insurance contracts and investment contracts with DPF, which are classified as long-term and in-force at the balance sheet date, as an asset. The asset represents the present value of the equity holders’ interest in the issuing insurance companies’ profits expected to emerge from these contracts written at the balance sheet date. The present value of in-force business (‘PVIF’) is determined by discounting those expected future profits using appropriate assumptions in assessing factors such as future mortality, lapse rates and levels of expenses, and a risk discount rate that reflects the risk premium attributable to the respective contracts. The PVIF incorporates allowances for both non-market risk and the value of financial options and guarantees. The PVIF asset is presented gross of attributable tax in the balance sheet and movements in the PVIF asset are included in ‘Other operating income’ on a gross of tax basis.
(g)
Employee compensation and benefits
Share-based payments
HSBC enters into both equity-settled and cash-settled share-based payment arrangements with its employees as compensation for services provided by employees.
The vesting period for these schemes may commence before the grant date if the employees have started to render services in respect of the award before the grant date. Expenses are recognised when the employee starts to render service to which the award relates.
Cancellations result from the failure to meet a non-vesting condition during the vesting period, and are treated as an acceleration of vesting recognised immediately in the income statement. Failure to meet a vesting condition by the employee is not treated as a cancellation, and the amount of expense recognised for the award is adjusted to reflect the number of awards expected to vest.

HSBC Holdings plc
229



Notes on the Financial Statements

Post-employment benefit plans
HSBC operates a number of pension schemes including defined benefit and defined contribution, and post-employment benefit schemes.
Payments to defined contribution schemes are charged as an expense as the employees render service.
Defined benefit pension obligations are calculated using the projected unit credit method. The net charge to the income statement mainly comprises the service cost and the net interest on the net defined benefit asset or liability, and is presented in operating expenses.
Remeasurements of the net defined benefit asset or liability, which comprise actuarial gains and losses, return on plan assets excluding interest and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. The net defined benefit asset or liability represents the present value of defined benefit obligations reduced by the fair value of plan assets, after applying the asset ceiling test, where the net defined benefit surplus is limited to the present value of available refunds and reductions in future contributions to the plan.
The cost of obligations arising from other post-employment plans are accounted for on the same basis as defined benefit pension plans.
(h)
Tax
Income tax comprises current tax and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case the tax is recognised in the same statement as the related item appears.
Current tax is the tax expected to be payable on the taxable profit for the year and on any adjustment to tax payable in respect of previous years. HSBC provides for potential current tax liabilities that may arise on the basis of the amounts expected to be paid to the tax authorities. Payments associated with any incremental Base Erosion and Anti-Abuse Tax are reflected in tax expense in the period incurred.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the balance sheet, and the amounts attributed to such assets and liabilities for tax purposes. Deferred tax is calculated using the tax rates expected to apply in the periods in which the assets will be realised or the liabilities settled.
Current and deferred tax are calculated based on tax rates and laws enacted, or substantively enacted, by the balance sheet date.
Critical accounting estimates and judgements
The recognition of a deferred tax asset relies on an assessment of the probability and sufficiency of future taxable profits, future reversals of existing taxable temporary differences and ongoing tax planning strategies. In the absence of a history of taxable profits, the most significant judgements relate to expected future profitability and to the applicability of tax planning strategies, including corporate reorganisations.
(i)
Provisions, contingent liabilities and guarantees
Provisions
Provisions are recognised when it is probable that an outflow of economic benefits will be required to settle a present legal or constructive obligation that has arisen as a result of past events and for which a reliable estimate can be made.
Critical accounting estimates and judgements
Judgement is involved in determining whether a present obligation exists and in estimating the probability, timing and amount of any outflows. Professional expert advice is taken on the assessment of litigation, property (including onerous contracts) and similar obligations. Provisions for legal proceedings and regulatory matters typically require a higher degree of judgement than other types of provisions. When matters are at an early stage, accounting judgements can be difficult because of the high degree of uncertainty associated with determining whether a present obligation exists, and estimating the probability and amount of any outflows that may arise. As matters progress, management and legal advisers evaluate on an ongoing basis whether provisions should be recognised, revising previous judgements and estimates as appropriate. At more advanced stages, it is typically easier to make judgements and estimates around a better defined set of possible outcomes. However, the amount provisioned can remain very sensitive to the assumptions used. There could be a wide range of possible outcomes for any pending legal proceedings, investigations or inquiries. As a result, it is often not practicable to quantify a range of possible outcomes for individual matters. It is also not practicable to meaningfully quantify ranges of potential outcomes in aggregate for these types of provisions because of the diverse nature and circumstances of such matters and the wide range of uncertainties involved. Provisions for customer remediation also require significant levels of estimation and judgement. The amounts of provisions recognised depend on a number of different assumptions, such as the volume of inbound complaints, the projected period of inbound complaint volumes, the decay rate of complaint volumes, the population identified as systemically mis-sold and the number of policies per customer complaint.
Contingent liabilities, contractual commitments and guarantees
Contingent liabilities
Contingent liabilities, which include certain guarantees and letters of credit pledged as collateral security, and contingent liabilities related to legal proceedings or regulatory matters, are not recognised in the financial statements but are disclosed unless the probability of settlement is remote.
Financial guarantee contracts
Liabilities under financial guarantee contracts which are not classified as insurance contracts are recorded initially at their fair value, which is generally the fee received or present value of the fee receivable.
HSBC Holdings has issued financial guarantees and similar contracts to other Group entities. HSBC elects to account for certain guarantees as insurance contracts in HSBC Holdings’ financial statements, in which case they are measured and recognised as insurance liabilities. This election is made on a contract-by-contract basis, and is irrevocable.

230
HSBC Holdings plc



2
Net income/(expense) from financial instruments designated at fair value
 
 
2017

2016

2015

 
Footnote
$m

$m

$m

Net income/(expense) arising on:
 
 
 
 
Financial assets
 
 
 
 
Financial assets held to meet liabilities under insurance and investment contracts
 
3,211

1,480

531

Other financial assets designated at fair value
 
198

90

89

Derivatives managed with other financial assets designated at fair value
 
(9
)
(43
)
13

 
 
3,400

1,527

633

Financial liabilities
 


 
 
Liabilities to customers under investment contracts
 
(375
)
(218
)
34

HSBC’s long-term debt issued and related derivatives
 
672

(3,975
)
863

– changes in own credit spread on long-term debt
1

(1,792
)
1,002

– derivatives managed in conjunction with HSBC’s issued debt securities
 
(273
)
(1,367
)
(1,997
)
– other changes in fair value
 
945

(816
)
1,858

Other financial liabilities designated at fair value
 
1

(6
)
3

Derivatives managed with other financial liabilities designated at fair value
 

6

(1
)
 
 
298

(4,193
)
899

Year ended 31 Dec
 
3,698

(2,666
)
1,532

1
From 1 January 2017, HSBC Holdings plc adopted, in its consolidated financial statements, the requirements of IFRS 9 ‘Financial Instruments’ relating to the presentation of gains and losses on financial liabilities designated at fair value. As a result, changes in fair value attributable to changes in own credit risk are presented in other comprehensive income with the remaining effect presented in profit or loss.
HSBC Holdings
Net income/(expense) arising on HSBC Holdings’ long-term debt issued and related derivatives
 
 
2017

2016

2015

 
Footnote
$m

$m

$m

Net income/(expense) arising on:
 
 
 
 
Financial assets:
 
211



– other financial assets designated at fair value
 
161



– derivatives managed with other financial assets designated at fair value
 
50



Financial liabilities
 
103

(49
)
276

– changes in own credit spread on long-term debt
1


348

– derivatives managed in conjunction with HSBC Holdings issued debt securities
 
292

(642
)
(927
)
– other changes in fair value
 
(189
)
593

855

Year ended 31 Dec
 
314

(49
)
276

1
From 1 January 2016, HSBC Holdings plc adopted, in its separate financial statements, the requirements of IFRS 9 ‘Financial Instruments’ relating to the presentation of gains and losses on financial liabilities designated at fair value. As a result, changes in fair value attributable to changes in own credit risk are presented in other comprehensive income with the remaining effect presented in profit or loss.
3
Insurance business
Net insurance premium income
 
Non-linked
insurance

Linked life
insurance

Investment contracts
with DPF 1

Total

 
$m

$m

$m

$m

Gross insurance premium income
8,424

351

2,027

10,802

Reinsurers’ share of gross insurance premium income
(1,016
)
(7
)

(1,023
)
Year ended 31 Dec 2017
7,408

344

2,027

9,779

 
 
 
 
 
Gross insurance premium income
8,036

675

1,877

10,588

Reinsurers’ share of gross insurance premium income
(629
)
(8
)

(637
)
Year ended 31 Dec 2016
7,407

667

1,877

9,951

 
 
 
 
 
Gross insurance premium income
7,506

1,409

2,097

11,012

Reinsurers’ share of gross insurance premium income
(648
)
(9
)

(657
)
Year ended 31 Dec 2015
6,858

1,400

2,097

10,355

1
Discretionary participation features.

HSBC Holdings plc
231



Notes on the Financial Statements

Net insurance claims and benefits paid and movement in liabilities to policyholders
 
Non-linked
insurance

Linked life
insurance

Investment
contracts
with DPF 1

Total

 
$m

$m

$m

$m

Gross claims and benefits paid and movement in liabilities
8,894

1,413

2,901

13,208

– claims, benefits and surrenders paid
2,883

1,044

2,002

5,929

– movement in liabilities
6,011

369

899

7,279

Reinsurers’ share of claims and benefits paid and movement in liabilities
(942
)
65


(877
)
– claims, benefits and surrenders paid
(297
)
(223
)

(520
)
– movement in liabilities
(645
)
288


(357
)
Year ended 31 Dec 2017
7,952

1,478

2,901

12,331

 
 
 
 
 
Gross claims and benefits paid and movement in liabilities
8,778

1,321

2,409

12,508

– claims, benefits and surrenders paid
2,828

749

2,017

5,594

– movement in liabilities
5,950

572

392

6,914

Reinsurers’ share of claims and benefits paid and movement in liabilities
(560
)
(78
)

(638
)
– claims, benefits and surrenders paid
(112
)
(14
)

(126
)
– movement in liabilities
(448
)
(64
)

(512
)
Year ended 31 Dec 2016
8,218

1,243

2,409

11,870

 
 
 
 
 
Gross claims and benefits paid and movement in liabilities
7,746

1,398

2,728

11,872

– claims, benefits and surrenders paid
3,200

1,869

2,101

7,170

– movement in liabilities
4,546

(471
)
627

4,702

Reinsurers’ share of claims and benefits paid and movement in liabilities
(575
)
(5
)

(580
)
– claims, benefits and surrenders paid
(153
)
(64
)

(217
)
– movement in liabilities
(422
)
59


(363
)
Year ended 31 Dec 2015
7,171

1,393

2,728

11,292

1
Discretionary participation features.
Liabilities under insurance contracts
 
 
Non-linked
insurance

Linked life
insurance

Investment
contracts
with DPF 1

Total

 
Footnotes
$m

$m

$m

$m

Gross liabilities under insurance contracts at 1 Jan 2017
 
46,043

6,949

22,281

75,273

Claims and benefits paid
 
(2,883
)
(1,044
)
(2,002
)
(5,929
)
Increase in liabilities to policyholders
 
8,894

1,413

2,901

13,208

Exchange differences and other movements
2
58

230

2,827

3,115

Gross liabilities under insurance contracts at 31 Dec 2017
 
52,112

7,548

26,007

85,667

Reinsurers’ share of liabilities under insurance contracts
 
(2,203
)
(268
)

(2,471
)
Net liabilities under insurance contracts at 31 Dec 2017
 
49,909

7,280

26,007

83,196

 
 
 
 
 
 
Gross liabilities under insurance contracts at 1 Jan 2016
 
40,538

6,791

22,609

69,938

Claims and benefits paid
 
(2,828
)
(749
)
(2,017
)
(5,594
)
Increase in liabilities to policyholders
 
8,778

1,321

2,409

12,508

Exchange differences and other movements
2
(445
)
(414
)
(720
)
(1,579
)
Gross liabilities under insurance contracts at 31 Dec 2016
 
46,043

6,949

22,281

75,273

Reinsurers’ share of liabilities under insurance contracts
 
(1,500
)
(320
)

(1,820
)
Net liabilities under insurance contracts at 31 Dec 2016
 
44,543

6,629

22,281

73,453

1
Discretionary participation features.
2
‘Exchange differences and other movements’ includes movements in liabilities arising from net unrealised investment gains recognised in other comprehensive income.
The key factors contributing to the movement in liabilities to policyholders included death claims, surrenders, lapses, liabilities to policyholders created at the initial inception of the policies, the declaration of bonuses and other amounts attributable to policyholders.

232
HSBC Holdings plc



4
Operating profit
Operating profit is stated after the following items:
 
2017

2016

2015

 
$m

$m

$m

Income
 
 


Interest recognised on impaired financial assets
261

574

934

Fees earned on financial assets that are not at fair value through profit or loss (other than amounts included in determining the effective interest rate)
7,577

7,732

8,736

Fees earned on trust and other fiduciary activities
2,691

2,543

3,052

Expense






Interest on financial instruments, excluding interest on financial liabilities held for trading or designated at
fair value
(10,912
)
(11,858
)
(13,680
)
Fees payable on financial liabilities that are not at fair value through profit or loss (other than amounts included in determining the effective interest rate)
(1,475
)
(1,214
)
(1,251
)
Fees payable relating to trust and other fiduciary activities
(134
)
(129
)
(166
)
Payments under lease and sublease agreements
(936
)
(969
)
(1,190
)
– minimum lease payments
(911
)
(945
)
(1,058
)
– contingent rents and sublease payments
(25
)
(24
)
(132
)
UK bank levy
(916
)
(922
)
(1,421
)
Restructuring provisions
(204
)
(415
)
(430
)
Gains/(losses)






Impairment of available-for-sale equity securities
(98
)
(36
)
(111
)
Gains/(losses) recognised on assets held for sale
195

(206
)
(244
)
Gains on the partial sale of shareholding in Industrial Bank


1,372

Gain/(loss) on disposal of Brazilian operations
19

(1,743
)

Loan impairment charges and other credit risk provisions
(1,769
)
(3,400
)
(3,721
)
– net impairment charge on loans and advances
(1,992
)
(3,350
)
(3,592
)
– release of impairment on available-for-sale debt securities
190

63

17

– other credit risk provisions
33

(113
)
(146
)

External net operating income is attributed to countries on the basis of the location of the branch responsible for reporting the results or advancing the funds:
 
 
2017

2016

2015

 
Footnote
$m

$m

$m

External net operating income by country
1
51,445

47,966

59,800

– UK

11,057

9,495

14,132

– Hong Kong

14,992

12,864

14,447

– US

4,573

5,094

5,541

– France

2,203

2,571

2,706

– other countries

18,620

17,942

22,974

– of which: Brazil

60

(204
)
3,546

1
Net operating income before loan impairment charges and other credit risk provisions, also referred to as revenue.
5
Employee compensation and benefits
 
2017

2016

2015

 
$m

$m

$m

Wages and salaries
15,227

15,735

17,245

Social security costs
1,419

1,312

1,600

Post-employment benefits
669

1,042

1,055

Year ended 31 Dec
17,315

18,089

19,900

Average number of persons employed by HSBC during the year by global business

2017

2016

2015

Retail Banking and Wealth Management
134,021

137,234

155,859

Commercial Banking
46,716

45,912

51,007

Global Banking and Markets
49,100

47,623

49,912

Global Private Banking
7,817

8,322

8,934

Corporate Centre
7,134

7,842

2,721

Year ended 31 Dec
244,788

246,933

268,433


HSBC Holdings plc
233



Notes on the Financial Statements

Average number of persons employed by HSBC during the year by geographical region
 
2017

2016

2015

Europe
70,301

71,196

68,408

Asia
125,004

122,282

121,438

Middle East and North Africa
10,408

12,021

14,467

North America
18,610

20,353

21,506

Latin America
20,465

21,081

42,614

Year ended 31 Dec
244,788

246,933

268,433

Reconciliation of total incentive awards granted to income statement charge

2017

2016

2015


$m

$m

$m

Total incentive awards approved for the current year
3,303

3,035

3,462

Less: deferred bonuses awarded, expected to be recognised in future periods
(337
)
(323
)
(387
)
Total incentives awarded and recognised in the current year
2,966

2,712

3,075

Add: current year charges for deferred bonuses from previous years
336

371

483

Other
(78
)
(128
)
(40
)
Income statement charge for incentive awards
3,224

2,955

3,518

Year in which income statement is expected to reflect deferred bonuses

Charge recognised
Expected charge

2017

2016

2015

2018

2019 and beyond


$m

$m

$m

$m

$m

Variable compensation from 2017 bonus pool
162



162

175

Variable compensation from 2016 bonus pool
126

152


109

84

Variable compensation from 2015 bonus pool and earlier
210

168

253

82

21

Total
498

320

253

353

280

Cash awards
184

114

67

117

99

Equity awards
314

206

186

236

181

Share-based payments
‘Wages and salaries’ includes the effect of share-based payments arrangements, of which $500m were equity settled (2016: $534m ; 2015: $757m ), as follows:
 
2017
2016
2015
 
$m
$m
$m
Restricted share awards
520
591
748
Savings-related and other share award option plans
26
33
43
Year ended 31 Dec
546
624
791
HSBC share awards
Award
Policy
Deferred share awards (including annual incentive awards, LTI awards delivered in shares) and GPSP
•    An assessment of performance over the relevant period ending on 31 December is used to determine the amount of the award to be granted.
•    Deferred awards generally require employees to remain in employment over the vesting period and are not subject to performance conditions after the grant date.
•    Deferred share awards generally vest over a period of three, five or seven years.
•    Vested shares may be subject to a retention requirement post-vesting. GPSP awards are retained until cessation of employment.
•    Awards granted from 2010 onwards are subject to a malus provision prior to vesting.
•    Awards granted to Material Risk Takers from 2015 onwards are subject to clawback post vesting.
International Employee Share Purchase Plan (‘ShareMatch’)
•    The plan was first introduced in Hong Kong in 2013 and now includes employees based in 27 jurisdictions.
•    Shares are purchased in the market each quarter up to a maximum value of £750, or the equivalent in local currency.
•    Matching awards are added at a ratio of one free share for every three purchased.
•    Matching awards vest subject to continued employment and the retention of the purchased shares for a maximum period of two years and nine months.
Movement on HSBC share awards
 
2017

2016

 
Number

Number

 
(000s)

(000s)

Restricted share awards outstanding at 1 Jan
123,166

118,665

Additions during the year
62,044

94,981

Released in the year
(76,051
)
(76,552
)
Forfeited in the year
(4,634
)
(13,928
)
Restricted share awards outstanding at 31 Dec
104,525

123,166

Weighted average fair value of awards granted ($)
7.09

7.25


234
HSBC Holdings plc



HSBC share option plans
Main plans
Policy
Savings-related share option plans (‘Sharesave’)
•    Two plans: the UK Plan and the International Plan. The last grant of options under the International Plan was in 2012.
•    From 2014, eligible employees can save up to £500 per month with the option to use the savings to acquire shares.
•    Exercisable within six months following either the third or fifth anniversary of the commencement of a three-year or five-year contract, respectively.
•    The exercise price is set at a 20% (2016: 20%) discount to the market value immediately preceding the date of invitation.
Calculation of fair values
The fair values of share options are calculated using a Black-Scholes model. The fair value of a share award is based on the share price at the date of the grant.
Movement on HSBC share option plans
 
 
Savings-related
share option plans
 
 
Number

WAEP 1

 
Footnotes
(000s)

£

Outstanding at 1 Jan 2017
 
70,027

4.30

Granted during the year
2
10,447

5.96

Exercised during the year
3
(9,503
)
4.83

Expired during the year
 
(3,902
)
4.45

Forfeited during the year
 
(2,399
)
4.27

Outstanding at 31 Dec 2017
 
64,670

4.49

Of which exercisable
 
1,129

5.00

Weighted average remaining contractual life (years)
 
2.42

 
 
 
 
 
Outstanding at 1 Jan 2016
 
74,775

4.36

Granted during the year
2
15,044

4.40

Exercised during the year
3
(4,354
)
5.02

Expired during the year
 
(13,243
)
4.49

Forfeited during the year
 
(2,195
)
4.34

Outstanding at 31 Dec 2016
 
70,027

4.30

Of which exercisable
 
1,086

5.25

Weighted average remaining contractual life (years)
 
2.91

 
1
Weighted average exercise price.
2
The weighted average fair value of options granted during the year was $1.29 (2016: $1.28 ).
3
The weighted average share price at the date the options were exercised was $9.93 (2016: $6.98 ).
Post-employment benefit plans
The Group operates pension plans throughout the world for its employees. ‘Pension risk management’ on page 120 contains details of the policies and practices associated with these pension plans. Some are defined benefit plans, of which the largest is the HSBC Bank (UK) Pension Scheme (‘the principal plan’).
The principal plan
The principal plan has a defined benefit section and a defined contribution section. The defined benefit section was closed to future benefit accrual in 2015, with defined benefits earned by employees at that date continuing to be linked to their salary while they remain employed by HSBC Bank. The plan is overseen by an independent corporate trustee, who has a fiduciary responsibility for the operation of the plan. Its assets are held separately from the assets of the Group.
The investment strategy of the plan is to hold the majority of assets in bonds, with the remainder in a diverse range of investments. It also includes some interest rate swaps to reduce interest rate risk and inflation swaps to reduce inflation risk.
The latest funding valuation of the plan at 31 December 2014 was carried out by Colin G Singer, of Willis Towers Watson Limited, who is a Fellow of the UK Institute and Faculty of Actuaries, using the projected unit credit method. At that date, the market value of the plan’s assets was £24.6b n ( $30.3b n) and this exceeded the value placed on its liabilities on an ongoing basis by £520m ( $641m ), giving a funding level of 102% . The main differences between the assumptions used for assessing the liabilities for this funding valuation and those used for IAS 19 are more prudent assumptions for discount rate, inflation rate and life expectancy.
Although the plan was in surplus at the valuation date, HSBC agreed to make further contributions to the plan to support a lower-risk investment strategy over the longer term. The remaining contributions are £64m ( $79m ) in each of 2018 and 2019, and £160m ( $197m ) in each of 2020 and 2021.
To meet the requirements of the Banking Reform Act, it is currently planned that from 1 July 2018, the main employer of the plan will change from HSBC Bank plc to HSBC UK Bank plc, with additional support from HSBC Holdings plc. At the same time, non-ring fenced entities including HSBC Bank plc will exit the section of the plan for ring-fenced entities and join a newly created section for the future defined benefit and defined contribution pension benefits of their employees (approximately 0.2% of the total plan). These changes are not expected to materially affect the funding position of the plan.

HSBC Holdings plc
235



Notes on the Financial Statements

The following chart shows the expected profile of future benefits payable from the plan.
Future benefit payments ($bn)
CHART-EDFA68FD4369A61A5A4.JPG
The actuary also assessed the value of the liabilities if the plan were to be stopped and an insurance company asked to secure all future pension payments. This is generally larger than the amount needed on the ongoing basis described above because an insurance company would use more prudent assumptions and include an explicit allowance for the future administrative expenses of the plan. Under this approach, the amount of assets needed was estimated to be £31b n ( $38b n) at 31 December 2014.
Income statement charge
 
2017

2016

2015

 
$m

$m

$m

Defined benefit pension plans
100

218

256

Defined contribution pension plans
603

783

793

Pension plans
703

1,001

1,049

Defined benefit and contribution healthcare plans
(34
)
41

6

Year ended 31 Dec
669

1,042

1,055

Net assets/(liabilities) recognised on the balance sheet in respect of defined benefit plans
 
Fair value of
plan assets

Present value of defined benefit
obligations

Effect of
limit on plan
surpluses

Total

 
$m

$m

$m

$m

Defined benefit pension plans
47,265

(40,089
)
(37
)
7,139

Defined benefit healthcare plans
124

(663
)

(539
)
At 31 Dec 2017
47,389

(40,752
)
(37
)
6,600

Total employee benefit liabilities (within ‘Accruals, deferred income and other liabilities’)






(2,152
)
Total employee benefit assets (within ‘Prepayments, accrued income and other assets’)






8,752

 
 
 
 
 
Defined benefit pension plans
42,397

(39,747
)
(24
)
2,626

Defined benefit healthcare plans
118

(711
)

(593
)
At 31 Dec 2016
42,515

(40,458
)
(24
)
2,033

Total employee benefit liabilities (within ‘Accruals, deferred income and other liabilities’)
 
 
 
(2,681
)
Total employee benefit assets (within ‘Prepayments, accrued income and other assets’)
 
 
 
4,714

HSBC Holdings
Employee compensation and benefit expense in respect of HSBC Holdings’ employees in 2017 amounted to $54m (2016: $570m ). The average number of persons employed during 2017 was 55 (2016: 1,660 ). Employees who are members of defined benefit pension plans are principally members of either the HSBC Bank (UK) Pension Scheme or the HSBC International Staff Retirement Benefits Scheme. HSBC Holdings pays contributions to such plans for its own employees in accordance with the schedules of contributions determined by the trustees of the plans and recognises these contributions as an expense as they fall due.
From 1 July 2016 employment costs of most employees are recognised by the ServCo group and the ServCo group started providing services to HSBC Holdings. HSBC Holdings recognised a management charge of $2,240m (2016 : $406m ) for these services which is included under ‘General and administrative expenses’.

236
HSBC Holdings plc



Defined benefit pension plans
Net asset/(liability) under defined benefit pension plans
 
Fair value of plan assets
Present value of defined benefit obligations
Effect of the asset ceiling
Net defined benefit asset/(liability)
 
Principal
plan

Other
plans

Principal
plan

Other
plans

Principal
plan

Other
plans

Principal
plan

Other
plans

 
$m

$m

$m

$m

$m

$m

$m

$m

At 1 Jan 2017
33,442

8,955

(29,279
)
(10,468
)

(24
)
4,163

(1,537
)
Current service cost


(65
)
(160
)


(65
)
(160
)
Past service cost and gains/(losses) from settlements

(833
)
(231
)
1,051



(231
)
218

Service cost

(833
)
(296
)
891



(296
)
58

Net interest income/(cost) on the net defined benefit asset/(liability)
864

272

(750
)
(300
)

(1
)
114

(29
)
Re-measurement effects recognised in other comprehensive income
1,410

784

1,730

(486
)

(9
)
3,140

289

– return on plan assets (excluding interest income)
1,410

784





1,410

784

– actuarial gains/(losses)


954

(491
)

(9
)
954

(500
)
– other changes


776

5



776

5

Exchange differences
3,292

239

(2,723
)
(306
)

(3
)
569

(70
)
Contributions by HSBC
449

236





449

236

– normal
58

215





58

215

– special
391

21





391

21

Contributions by employees

27


(27
)




Benefits paid
(1,143
)
(663
)
1,143

716




53

Administrative costs and taxes paid by plan
(49
)
(17
)
49

17





At 31 Dec 2017
38,265

9,000

(30,126
)
(9,963
)

(37
)
8,139

(1,000
)
Present value of defined benefit obligation relating to:
 
 
 
 
 
 
 
 
– actives




(5,837
)
(5,084
)








– deferreds




(8,745
)
(1,663
)








– pensioners




(15,544
)
(3,216
)








 
 
 
 
 
 
 
 
 
At 1 Jan 2016
32,670

8,754

(27,675
)
(10,651
)

(14
)
4,995

(1,911
)
Current service cost


(70
)
(235
)


(70
)
(235
)
Past service cost and gains/(losses) from settlements

(1
)

(39
)



(40
)
Service cost

(1
)
(70
)
(274
)


(70
)
(275
)
Net interest income/(cost) on the net defined benefit asset/(liability)
1,085

294

(914
)
(337
)

(1
)
171

(44
)
Re-measurement effects recognised in other comprehensive income
6,449

671

(6,886
)
(299
)

(8
)
(437
)
364

– return on plan assets (excluding interest income)
6,449

671





6,449

671

– actuarial gains/(losses)


(7,029
)
(152
)

(8
)
(7,029
)
(160
)
– other changes


143

(147
)


143

(147
)
Exchange differences
(6,097
)
(534
)
5,254

410


(1
)
(843
)
(125
)
Contributions by HSBC
347

379





347

379

– normal
64

207





64

207

– special
283

172





283

172

Contributions by employees

30


(30
)




Benefits paid
(970
)
(623
)
970

698




75

Administrative costs and taxes paid by plan
(42
)
(15
)
42

15





At 31 Dec 2016
33,442

8,955

(29,279
)
(10,468
)

(24
)
4,163

(1,537
)
Present value of defined benefit obligation relating to:
 
 
 
 
 
 
 
 
– actives
 
 
(7,066
)
(5,066
)
 
 
 
 
– deferreds
 
 
(9,219
)
(2,306
)
 
 
 
 
– pensioners
 
 
(12,994
)
(3,096
)
 
 
 
 
HSBC expects to make $278 m of contributions to defined benefit pension plans during 2018. Benefits expected to be paid from the plans to retirees over each of the next five years, and in aggregate for the five years thereafter, are as follows:
Benefits expected to be paid from plans
 
 
 
2018

2019

2020

2021

2022

2023-2027

 
Footnote
$m

$m

$m

$m

$m

$m

The principal plan
1
1,241

1,279

1,320

1,360

1,402

7,692

Other plans
1
443

508

511

527

520

2,307

1
The duration of the defined benefit obligation is 17.4 years for the principal plan under the disclosure assumptions adopted (2016: 19.0 years) and 12.9 years for all other plans combined (2016: 13.9 years).

HSBC Holdings plc
237



Notes on the Financial Statements

Fair value of plan assets by asset classes
 
31 Dec 2017
31 Dec 2016
 
Value

Quoted
market price
in active
market

No quoted
market price
in active
market

Thereof
HSBC
1

Value

Quoted
market price
in active
market

No quoted
market price
in active
market

Thereof
HSBC
1

 
$m

$m

$m

$m

$m

$m

$m

$m

The principal plan
 
 
 
 
 
 
 
 
Fair value of plan assets
38,265

33,624

4,641

1,006

33,442

29,379

4,063

878

– equities
6,131

5,503

628


5,386

4,722

664


– bonds
26,591

26,591



23,426

23,426



– derivatives
2,398


2,398

1,006

2,107


2,107

878

– other
3,145

1,530

1,615


2,523

1,231

1,292


Other plans








 
 
 
 
Fair value of plan assets
9,000

7,737

1,263

114

8,955

7,631

1,324

239

– equities
2,005

1,340

665


2,255

1,502

753


– bonds
5,871

5,714

157

7

5,811

5,592

219

5

– derivatives

39

(39
)

(89
)
44

(133
)
(85
)
– other
1,124

644

480

107

978

493

485

319

1
The fair value of plan assets includes derivatives entered into with HSBC Bank plc as detailed in Note 35 .
Post-employment defined benefit plans’ principal actuarial financial assumptions
HSBC determines the discount rates to be applied to its obligations in consultation with the plans’ local actuaries, on the basis of current average yields of high quality (AA-rated or equivalent) debt instruments with maturities consistent with those of the defined benefit obligations.
Key actuarial assumptions for the principal plan
 
Discount rate
Inflation rate
Rate of increase for pensions
Rate of pay increase
 
%
%
%
%
UK
 
 
 
 
At 31 Dec 2017
2.60
3.40
3.10
3.88
At 31 Dec 2016
2.50
3.50
3.20
4.00
At 31 Dec 2015
3.70
3.20
3.00
3.70
Mortality tables and average life expectancy at age 65 for the principal plan
 
Mortality
table
Life expectancy at age 65 for
a male member currently:
Life expectancy at age 65 for
a female member currently:
 
 
Aged 65
Aged 45
Aged 65
Aged 45
UK
 
 
 
 
 
At 31 Dec 2017
SAPS S2 1
22.2
23.6
24.4
25.9
At 31 Dec 2016
SAPS S2 2
22.4
24.1
24.7
26.6
1
Self-administered pension scheme (‘SAPS’) S2 table (males: 'All Pensioners' version; females: 'Normal Pensions' version) with a multiplier of 0.98 for both male and female pensioners. Improvements are projected in accordance with the Continuous Mortality Investigation (‘CMI’) core projection model 2016 with a long-term rate of improvement of 1.25% per annum. Separate tables assuming lighter mortality have been applied to higher paid pensioners.
2
Self-administered pension scheme (‘SAPS’) S2 table (males: 'All Pensioners' version; females: 'Normal Pensions' version) with a multiplier of 0.98 for both male and female pensioners. Improvements are projected in accordance with the Continuous Mortality Investigation (‘CMI’) core projection model 2015 with a long-term rate of improvement of 1.25% per annum. Separate tables assuming lighter mortality have been applied to higher paid pensioners.
The effect of changes in key assumptions on the principal plan
 
Impact on HSBC Bank (UK) Pension Scheme Obligation
 
Financial impact of increase
Financial impact of decrease
 
2017

2016

2017

2016

 
$m

$m

$m

$m

Discount rate – increase/decrease of 0.25%
(1,246
)
(1,322
)
1,333

1,419

Inflation rate – increase/decrease of 0.25%
850

735

(837
)
(1,048
)
Pension payments and deferred pensions – increase/decrease of 0.25%
1,077

1,305

(1,021
)
(1,255
)
Pay – increase/decrease of 0.25%
62

143

(61
)
(139
)
Change in mortality – increase of 1 year
1,332

1,326

n/a

n/a

Directors’ emoluments
Details of Directors’ emoluments, pensions and their interests are disclosed in the Directors’ Remuneration Report on page 186 .

238
HSBC Holdings plc



6
Auditors’ remuneration
 
 
2017
2016
2015
 
Footnote
$m
$m
$m
Audit fees payable to PwC
1
84.8
65.7
62.0
Other audit fees payable
 
1.2
1.6
1.2
Year ended 31 Dec
 
86.0
67.3
63.2
Fees payable by HSBC to PwC
 
 
 
 
 
 
2017

2016

2015

 
Footnotes
$m

$m

$m

Fees for HSBC Holdings’ statutory audit
2
15.1

14.0

13.1

Fees for other services provided to HSBC
 
114.6

97.1

85.1

– audit of HSBC’s subsidiaries
3
69.7

51.7

48.9

– audit-related assurance services
4
22.5

20.6

16.6

– taxation compliance services
 
1.2

1.9

1.0

– taxation advisory services
 

0.4

0.9

– other assurance services
5
3.9

4.5

2.8

– other non-audit services
5
17.3

18.0

14.9

Year ended 31 Dec
 
129.7

111.1

98.2

No fees were payable by HSBC to PwC as principal auditor for the following types of services: internal audit services and services related to litigation, recruitment and remuneration.
Fees payable by HSBC’s associated pension schemes to PwC
 
 
2017

2016

2015

 
 
$000

$000

$000

Audit of HSBC’s associated pension schemes
 
260

208

352

Audit related assurance services
 
4

4

5

Year ended 31 Dec
 
264

212

357

1
The 2016 audit fees payable amount includes $4.2m related to the prior year audit in respect of overruns.
2
Fees payable to PwC for the statutory audit of the consolidated financial statements of HSBC and the separate financial statements of HSBC Holdings. They include amounts payable for services relating to the consolidation returns of HSBC Holdings’ subsidiaries which are clearly identifiable as being in support of the Group audit opinion.
3
Fees payable for the statutory audit of the financial statements of HSBC’s subsidiaries, including the 2017 and 2016 changes in scope and additional procedures performed due to the technology systems and data access controls matter as described on page 210 .
4
Including services for assurance and other services that relate to statutory and regulatory filings, including comfort letters and interim reviews and work performed related to the implementation of IFRS 9.
5
Including other permitted services relating to advisory, corporate finance transactions, etc.
No fees were payable by HSBC’s associated pension schemes to PwC as principal auditor for the following types of services: internal audit services, other assurance services, services related to corporate finance transactions, valuation and actuarial services, litigation, recruitment and remuneration, and information technology.
In addition to the above, the estimated fees paid to PwC by third parties associated with HSBC amount to $3.5m (2016: $4.3m ; 2015: $2.4m ). In these cases, HSBC is connected with the contracting party and may therefore be involved in appointing PwC. These fees arise from services such as auditing mutual funds managed by HSBC and reviewing the financial position of corporate concerns which borrow from HSBC.
Fees payable for non-audit services for HSBC Holdings are not disclosed separately because such fees are disclosed on a consolidated basis for the HSBC Group.
7
Tax
Tax expense
 
 
2017

2016

2015

 
Footnote
$m

$m

$m

Current tax
1
4,264

3,669

3,797

– for this year
 
4,115

3,525

3,882

– adjustments in respect of prior years
 
149

144

(85
)
Deferred tax
 
1,024

(3
)
(26
)
– origination and reversal of temporary differences
 
(228
)
(111
)
(153
)
– effect of changes in tax rates
 
1,337

(4
)
110

– adjustments in respect of prior years
 
(85
)
112

17

Year ended 31 Dec
 
5,288

3,666

3,771

1
Current tax included Hong Kong profits tax of $1,350m (2016: $1,118m ; 2015: $1,294m ). The Hong Kong tax rate applying to the profits of subsidiaries assessable in Hong Kong was 16.5% (2016: 16.5% ; 2015: 16.5% ).

HSBC Holdings plc
239



Notes on the Financial Statements

Tax reconciliation
The tax charged to the income statement differs from the tax charge that would apply if all profits had been taxed at the UK corporation tax rate as follows:

2017
2016
2015

$m

%

$m

%

$m

%

Profit before tax
17,167



7,112



18,867



Tax expense












Taxation at UK corporation tax rate of 19.25% (2016: 20.0%;
2015: 20.25%)
3,305

19.25

1,422

20.00

3,821

20.25

Impact of differently taxed overseas profits in overseas locations
407

2.3

43

0.6

71

0.4

Items increasing tax charge in 2017 not in 2016:












– deferred tax remeasurement due to US federal tax rate reduction
1,288

7.5





Other items increasing tax charge in 2017:












– local taxes and overseas withholding taxes
618

3.6

434

6.1

416

2.2

– other permanent disallowables
400

2.3

438

6.2

421

2.2

– bank levy
180

1.0

170

2.4

286

1.5

– non-deductible UK customer compensation
166

1.0

162

2.3

87

0.5

– UK banking surcharge
136

0.8

199

2.8



– UK tax losses not recognised
70

0.4

305

4.3



– adjustments in respect of prior period liabilities
64

0.4

256

3.6

(68
)
(0.4
)
– change in tax rates
49

0.3

(4
)
(0.1
)
110

0.6

– non-UK tax losses not recognised
33

0.2

147

2.1



– non-deductible goodwill write-down


648

9.1



– non-deductible loss and taxes suffered on Brazil disposal


464

6.5



Items reducing tax charge in 2017:












– non-taxable income and gains
(766
)
(4.4
)
(577
)
(8.1
)
(501
)
(2.7
)
– effect of profits in associates and joint ventures
(481
)
(2.8
)
(461
)
(6.5
)
(508
)
(2.7
)
– non-deductible regulatory settlements
(132
)
(0.8
)
20

0.3

184

1.0

– other deferred tax temporary differences previously not recognised
(49
)
(0.3
)


(21
)
(0.1
)
– non-taxable income and gains - Industrial Bank




(227
)
(1.2
)
– US deferred tax temporary differences previously not recognised




(184
)
(1.0
)
– other items




(116
)
(0.6
)
Year ended 31 Dec
5,288

30.8

3,666

51.6

3,771

20.0

The Group’s profits are taxed at different rates depending on the country in which the profits arise. The key applicable tax rates for 2017 include Hong Kong ( 16.5% ), the USA ( 35% ) and the UK ( 19.25% ). If the Group’s profits were taxed at the statutory rates of the countries in which the profits arose then the tax rate for the year would have been 21.15% (2016: 20.60% ). The effective tax rate for the year was 30.8% (2016: 51.6% ) and includes a charge of $1.3b n relating to the remeasurement of US deferred tax balances to reflect the reduction in the US federal tax rate to 21% from 2018. The effective tax rate for 2017 was significantly lower than for 2016 as 2016 included the impact of a non-deductible goodwill write-down and loss on disposal of our operations in Brazil, tax losses not recognised and adjustments in respect of prior periods.
Accounting for taxes involves some estimation because the tax law is uncertain and its application requires a degree of judgement, which authorities may dispute. Liabilities are recognised based on best estimates of the probable outcome, taking into account external advice where appropriate. We do not expect significant liabilities to arise in excess of the amounts provided. HSBC only recognises current and deferred tax assets where recovery is probable.

240
HSBC Holdings plc



Movement of deferred tax assets and liabilities
 
 
Loan
impairment
provisions

Unused tax
losses and
tax credits

Derivatives,
FVOD
1
and other
investments

Insurance
business

Expense
provisions

Other

Total

 
Footnote
$m

$m

$m

$m

$m

$m

$m

Assets
 
950

2,212

1,441


893

1,857

7,353

Liabilities
 


(274
)
(1,170
)

(1,369
)
(2,813
)
At 1 Jan 2017
 
950

2,212

1,167

(1,170
)
893

488

4,540

Income statement
 
(235
)
(873
)
(397
)
12

(269
)
738

(1,024
)
Other comprehensive income
 
3

(6
)
368



(1,255
)
(890
)
Equity
 





29

29

Foreign exchange and other adjustments
 
(5
)
40

51

(24
)
19

(42
)
39

At 31 Dec 2017
 
713

1,373

1,189

(1,182
)
643

(42
)
2,694

Assets
2
713

1,373

1,282


643

2,313

6,324

Liabilities
2


(93
)
(1,182
)

(2,355
)
(3,630
)
 
 
 
 
 
 
 
 
 
Assets
 
1,351

1,388

1,400


1,271

1,050

6,460

Liabilities
 


(230
)
(1,056
)

(883
)
(2,169
)
At 1 Jan 2016
 
1,351

1,388

1,170

(1,056
)
1,271

167

4,291

Income statement
 
(279
)
876

18

(123
)
(370
)
(314
)
(192
)
Other comprehensive income
 


28



259

287

Equity
 





20

20

Foreign exchange and other adjustments
 
(122
)
(52
)
(49
)
9

(8
)
356

134

At 31 Dec 2016
 
950

2,212

1,167

(1,170
)
893

488

4,540

Assets
2
950

2,212

1,441


893

1,857

7,353

Liabilities
2


(274
)
(1,170
)

(1,369
)
(2,813
)
1
Fair value of own debt.
2
After netting off balances within countries, the balances as disclosed in the accounts are as follows: deferred tax assets $4,676m (2016: $6,163m ); and deferred tax liabilities $1,982m (2016: $1,623m ).
In applying judgement in recognising deferred tax assets, management has critically assessed all available information, including future business profit projections and the track record of meeting forecasts.
The net deferred tax asset of $2.7b n (2016: $4.5b n) includes $3.2b n (2016: $4.8b n) of deferred tax assets relating to the US, of which $1b n relates to US tax losses that expire in 16 - 19 years. Management expects the US deferred tax asset to be substantially recovered in six to seven years, with the majority recovered in the first five years. The most recent financial forecasts approved by management covers a five -year period and the forecasts have been extrapolated beyond five years by assuming that performance remains constant after the fifth year.
The US reported a loss for the prior period, mainly due to the Household International class action litigation settlement, and a profit for the current period. Excluding the Household International class action settlement the US would have reported a profit for the prior period. Management does not expect the prior period loss to adversely impact future deferred tax asset recovery to a significant extent.
US tax reform enacted in late 2017 and effective from 2018 included a reduction in the federal rate of tax from 35% to 21% and the introduction of a base erosion anti-avoidance tax. The US deferred tax asset at 31 December 2017 is calculated using the rate of 21%. The remeasurement of the deferred tax asset due to the reduction in tax rate results in charges of $1.3b n to the income statement and $0.3b n to other comprehensive income. The impact of the base erosion anti-avoidance tax is currently uncertain and will depend on future regulatory guidance and actions management may take. It is not currently expected that the base erosion anti-avoidance tax will have a material impact on the Group’s future tax charges.
Unrecognised deferred tax
The amount of gross temporary differences, unused tax losses and tax credits for which no deferred tax asset is recognised in the balance sheet was $18.1b n (2016: $18.2b n). These amounts included unused state losses arising in the Group’s US operations of $12.3b n (2016: $12.3b n). Of the total amounts unrecognised, $4.8b n (2016: $4.9b n) had no expiry date, $0.8b n (2016: $1.0b n) was scheduled to expire within 10 years and the remaining balance is expected to expire after 10 years .
Deferred tax is not recognised in respect of the Group’s investments in subsidiaries and branches where HSBC is able to control the timing of remittance or other realisation and where remittance or realisation is not probable in the foreseeable future. The aggregate temporary differences relating to unrecognised deferred tax liabilities arising on investments in subsidiaries and branches is $12.1b n (2016: $10.6b n) and the corresponding unrecognised deferred tax liability is $0.8b n (2016: $0.7b n).

HSBC Holdings plc
241



Notes on the Financial Statements

8
Dividends
Dividends to shareholders of the parent company
 
2017
2016
2015
 
Per
share

Total

Settled
in scrip

Per
share

Total

Settled
in scrip

Per
share

Total

Settled
in scrip

 
$

$m

$m

$

$m

$m

$

$m

$m

Dividends paid on ordinary shares


















In respect of previous year:


















– fourth interim dividend
0.21

4,169

1,945

0.21

4,137

408

0.20

3,845

2,011

In respect of current year:


















– first interim dividend
0.10

2,005

826

0.10

1,981

703

0.10

1,951

231

– second interim dividend
0.10

2,014

193

0.10

1,991

994

0.10

1,956

160

– third interim dividend
0.10

2,005

242

0.10

1,990

935

0.10

1,958

760

Total
0.51

10,193

3,206

0.51

10,099

3,040

0.50

9,710

3,162

Total dividends on preference shares classified as equity (paid quarterly)
62.00

90



62.00

90



62.00

90



Total coupons on capital securities classified as equity
 
 
 
2017
2016

2015

 
 
 
 
Total

Total

Total

 
Footnotes
First call date
Per security

$m

$m

$m

Perpetual subordinated capital securities
1, 3
 
 
 
 
 
– $2,200m issued at 8.125%
 
Apr 2013

$2.032

179

179

179

– $3,800m issued at 8.000%
 
Dec 2015

$2.000

304

304

304

Perpetual subordinated contingent convertible securities
2, 3
 
 
 
 
 
– $1,500m issued at 5.625%
 
Jan 2020

$56.250

84

84

70

– $2,000m issued at 6.875%
 
Jun 2021

$68.750

138

69


– $2,250m issued at 6.375%
 
Sep 2024

$63.750

143

143

143

– $2,450m issued at 6.375%
 
Mar 2025

$63.750

156

156

78

– $3,000m issued at 6.000%
 
May 2027

$60.000

90



– €1,500m issued at 5.250%
 
Sep 2022

€52.500

89

88

86

– €1,000m issued at 6.000%
 
Sep 2023

€60.000

68

67


– SGD1,000m issued at 4.700%
 
Jun 2022
SGD47.000

17



Total
 
 
 
1,268

1,090

860

1
Discretionary coupons are paid quarterly on the perpetual subordinated capital securities, in denominations of $25 per security.
2
Discretionary coupons are paid semi-annually on the perpetual subordinated contingent convertible securities, in denominations of each security’s issuance currency 1,000 per security.
3
Further details of these securities can be found in Note 31 .
After the end of the year, the Directors declared a fourth interim dividend in respect of the financial year ended 31 December 2017 of $0.21 per ordinary share, a distribution of approximately $4,199 m. The fourth interim dividend will be payable on 6 April 2018 to holders on the Principal Register in the UK, the Hong Kong Overseas Branch Register or the Bermuda Overseas Branch Register on 23 February 2018. No liability was recorded in the financial statements in respect of the fourth interim dividend for 2017.
On 4 January 2018, HSBC paid a coupon on its €1,250m subordinated capital securities, representing a total distribution of €30m ( $36.3m ) . On 17 January 2018, HSBC paid a coupon on its $2,200m subordinated capital securities of $0.508 per security, a distribution of  $45m . On 17 January 2018, HSBC paid a coupon on its $1,500m subordinated contingent convertible securities issued at 5.625% of $28.125 per security, a distribution of $42m . No liability was recorded in the balance sheet at 31 December 2017 in respect of these coupon payments.
9
Earnings per share
Basic earnings per ordinary share is calculated by dividing the profit attributable to ordinary shareholders of the parent company by the weighted average number of ordinary shares outstanding, excluding own shares held. Diluted earnings per ordinary share is calculated by dividing the basic earnings, which require no adjustment for the effects of dilutive potential ordinary shares, by the weighted average number of ordinary shares outstanding, excluding own shares held, plus the weighted average number of ordinary shares that would be issued on conversion of dilutive potential ordinary shares.
Profit attributable to the ordinary shareholders of the parent company
 
2017

2016

2015

 
$m

$m

$m

Profit attributable to shareholders of the parent company
10,798

2,479

13,522

Dividend payable on preference shares classified as equity
(90
)
(90
)
(90
)
Coupon payable on capital securities classified as equity
(1,025
)
(1,090
)
(860
)
Year ended 31 Dec
9,683

1,299

12,572


242
HSBC Holdings plc



Basic and diluted earnings per share
 
 
2017
2016
2015
 
 
Profit

Number
of shares

Per
share

Profit

Number
of shares

Per
share

Profit

Number
of shares

Per
share

 
Footnote
$m

(millions)

$

$m

(millions)

$

$m

(millions)

$

Basic
1
9,683

19,972

0.48

1,299

19,753

0.07

12,572

19,380

0.65

Effect of dilutive potential ordinary shares
 


100



 
92

 
 
137

 
Diluted
1
9,683

20,072

0.48

1,299

19,845

0.07

12,572

19,517

0.64

1
Weighted average number of ordinary shares outstanding (basic) or assuming dilution (diluted).
The number of anti-dilutive employee share options excluded from the weighted average number of dilutive potential ordinary shares is nil (2016: 10m ; 2015: 7m ).
10
Trading assets
 
 
2017

2016

 
Footnote
$m

$m

Treasury and other eligible bills
 
17,532

14,451

Debt securities
 
107,486

94,054

Equity securities
 
99,260

63,604

Trading securities
 
224,278

172,109

Loans and advances to banks
1
26,057

24,769

Loans and advances to customers
1
37,660

38,247

At 31 Dec
 
287,995

235,125

1
Loans and advances to banks and customers include settlement accounts, stock borrowing, reverse repos, cash collateral and margin accounts relating to trading activities.
Trading Securities 1
 
 
 
 
 
2017

2016

 
Footnotes
$m

$m

US Treasury and US Government agencies
2
15,995

17,010

UK Government
 
9,540

9,493

Hong Kong Government
 
10,070

7,970

Other governments
 
58,858

49,229

Asset-backed securities
3
2,986

2,668

Corporate debt and other securities
 
27,569

22,135

Equity securities
 
99,260

63,604

At 31 Dec
 
224,278

172,109

1
Included within these figures are debt securities issued by banks and other financial institutions of $18,585m (2016: $14,630m ), of which $906m (2016: $789m ) are guaranteed by various governments.
2
Includes securities that are supported by an explicit guarantee issued by the US Government.
3
Excludes asset-backed securities included under US Treasury and US Government agencies.
11
Fair values of financial instruments carried at fair value
Control framework
Fair values are subject to a control framework designed to ensure that they are either determined or validated by a function independent of the risk taker.
Where fair values are determined by reference to externally quoted prices or observable pricing inputs to models, independent price determination or validation is used. For inactive markets, HSBC sources alternative market information, with greater weight given to information that is considered to be more relevant and reliable. Examples of the factors considered are price observability, instrument comparability, consistency of data sources, underlying data accuracy and timing of prices.
For fair values determined using valuation models, the control framework includes development or validation by independent support functions of the model logic, inputs, model outputs and adjustments. Valuation models are subject to a process of due diligence before becoming operational and are calibrated against external market data on an ongoing basis.
Changes in fair value are generally subject to a profit and loss analysis process and are disaggregated into high-level categories including portfolio changes, market movements and other fair value adjustments.
The majority of financial instruments measured at fair value are in GB&M. GB&M’s fair value governance structure comprises its Finance function, Valuation Committees and a Valuation Committee Review Group. Finance is responsible for establishing procedures governing valuation and ensuring fair values are in compliance with accounting standards. The fair values are reviewed by the Valuation Committees, which consist of independent support functions. These Committees are overseen by the Valuation Committee Review Group, which considers all material subjective valuations.

HSBC Holdings plc
243



Notes on the Financial Statements

Financial liabilities measured at fair value
In certain circumstances, HSBC records its own debt in issue at fair value, based on quoted prices in an active market for the specific instrument. When quoted market prices are unavailable, the own debt in issue is valued using valuation techniques, the inputs for which are either based on quoted prices in an inactive market for the instrument or are estimated by comparison with quoted prices in an active market for similar instruments. In both cases, the fair value includes the effect of applying the credit spread which is appropriate to HSBC’s liabilities. The change in fair value of issued debt securities attributable to the Group’s own credit spread is computed as follows: for each security at each reporting date, an externally verifiable price is obtained or a price is derived using credit spreads for similar securities for the same issuer. Then, using discounted cash flow, each security is valued using a Libor-based discount curve. The difference in the valuations is attributable to the Group’s own credit spread. This methodology is applied consistently across all securities.
Structured notes issued and certain other hybrid instruments are included within trading liabilities and are measured at fair value. The credit spread applied to these instruments is derived from the spreads at which HSBC issues structured notes.
Gains and losses arising from changes in the credit spread of liabilities issued by HSBC reverse over the contractual life of the debt, provided that the debt is not repaid at a premium or a discount.
Fair value hierarchy
Fair values of financial assets and liabilities are determined according to the following hierarchy:
Level 1 – valuation technique using quoted market price: financial instruments with quoted prices for identical instruments in active markets that HSBC can access at the measurement date.
Level 2 – valuation technique using observable inputs: financial instruments with quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in inactive markets and financial instruments valued using models where all significant inputs are observable.
Level 3 – valuation technique with significant unobservable inputs: financial instruments valued using valuation techniques where one or more significant inputs are unobservable.
Financial instruments carried at fair value and bases of valuation
 
2017
2016
 
Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

 
$m

$m

$m

$m

$m

$m

$m

$m

Recurring fair value measurements
at 31 Dec
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
Trading assets
181,168

101,775

5,052

287,995

133,744

94,892

6,489

235,125

Financial assets designated at fair value
24,622

3,382

1,460

29,464

19,882

4,144

730

24,756

Derivatives
1,017

216,357

2,444

219,818

1,076

287,044

2,752

290,872

Financial investments: available for sale
227,943

104,692

3,432

336,067

274,655

111,743

3,476

389,874

Liabilities
 
 
 
 
 
 
 
 
Trading liabilities
62,710

117,451

4,200

184,361

45,171

104,938

3,582

153,691

Financial liabilities designated at fair value
4,164

90,265


94,429

4,248

82,547

37

86,832

Derivatives
1,635

213,242

1,944

216,821

1,554

275,965

2,300

279,819

Transfers between Level 1 and Level 2 fair values
 
Assets
Liabilities
 
Available
for sale

Held for trading

Designated
at fair value

Derivatives

Held for trading

Designated
at fair value

Derivatives

 
$m

$m

$m

$m

$m

$m

$m

At 31 Dec 2017
 
 
 
 
 
 
 
Transfers from Level 1 to Level 2
2,231

1,507



35



Transfers from Level 2 to Level 1
11,173

1,384



683



 
 
 
 
 
 
 
 
At 31 Dec 2016
 
 
 
 
 
 
 
Transfers from Level 1 to Level 2
162

1,614

122

465

2,699


209

Transfers from Level 2 to Level 1
1,314




341



Transfers between levels of the fair value hierarchy are deemed to occur at the end of each semi-annual reporting period. Transfers into and out of levels of the fair value hierarchy are primarily attributable to observability of valuation inputs and price transparency.
Fair value adjustments
Fair value adjustments are adopted when HSBC determines there are additional factors considered by market participants that are not incorporated within the valuation model. Movements in the level of fair value adjustments do not necessarily result in the recognition of profits or losses within the income statement, such as when models are enhanced and therefore fair value adjustments may no longer be required


244
HSBC Holdings plc



Global Banking & Markets (‘GB&M’) and Corporate Centre fair value adjustments
 
2017
2016
 
GB&M

Corporate Centre

GB&M

Corporate Centre

 
$m

$m

$m

$m

Type of adjustment
 
 
 
 
Risk-related
1,078

79

1,131

5

– bid-offer
413

5

416

5

– uncertainty
91

8

87


– credit valuation adjustment (‘CVA’)
420

59

633


– debit valuation adjustment (‘DVA’)
(82
)

(437
)

– funding fair value adjustment (‘FFVA’)
233

7

429


– other
3


3


Model-related
92

13

14

1

– model limitation
92

6

14

1

– other

7



Inception profit (Day 1 P&L reserves) (Note 14)
106


99


At 31 Dec
1,276

92

1,244

6

Fair value adjustments increased by $118m during the year. Movements in CVA, DVA, FFVA and model limitations were driven by tightening credit spreads and refinements to model methodology. Fair value adjustments under Corporate Centre in 2017 include the transfer of balances on legacy positions no longer managed in GB&M.
Bid-offer
IFRS 13 ‘Fair value measurement’ requires use of the price within the bid-offer spread that is most representative of fair value. Valuation models will typically generate mid-market values. The bid-offer adjustment reflects the extent to which bid-offer costs would be incurred if substantially all residual net portfolio market risks were closed using available hedging instruments or by disposing of or unwinding the position.
Uncertainty
Certain model inputs may be less readily determinable from market data, and/or the choice of model itself may be more subjective. In these circumstances an adjustment may be necessary to reflect the likelihood that market participants would adopt more conservative values for uncertain parameters and/or model assumptions than those used in HSBC’s valuation model.
Credit and debit valuation adjustments
The CVA is an adjustment to the valuation of over-the-counter (‘OTC’) derivative contracts to reflect the possibility that the counterparty may default and that HSBC may not receive the full market value of the transactions.
The DVA is an adjustment to the valuation of OTC derivative contracts to reflect the possibility that HSBC may default, and that it may not pay the full market value of the transactions.
HSBC calculates a separate CVA and DVA for each legal entity, and for each counterparty to which the entity has exposure. With the exception of central clearing parties, all third-party counterparties are included in the CVA and DVA calculations, and these adjustments are not netted across Group entities.
HSBC calculates the CVA by applying the probability of default (‘PD’) of the counterparty, conditional on the non-default of HSBC, to HSBC’s expected positive exposure to the counterparty and multiplying the result by the loss expected in the event of default. Conversely, HSBC calculates the DVA by applying the PD of HSBC, conditional on the non-default of the counterparty, to the expected positive exposure of the counterparty to HSBC and multiplying the result by the loss expected in the event of default. Both calculations are performed over the life of the potential exposure.
For most products HSBC uses a simulation methodology, which incorporates a range of potential exposures over the life of the portfolio, to calculate the expected positive exposure to a counterparty. The simulation methodology includes credit mitigants, such as counterparty netting agreements and collateral agreements with the counterparty.
The methodologies do not, in general, account for ‘wrong-way risk’. Wrong-way risk is an adverse correlation between the counterparty’s probability of default and the mark-to-market value of the underlying transaction. The risk can either be general, perhaps related to the currency of the issuer country, or specific to the transaction concerned. When there is significant wrong-way risk, a trade-specific approach is applied to reflect this risk in the valuation.
Funding fair value adjustment
The FFVA is calculated by applying future market funding spreads to the expected future funding exposure of any uncollateralised component of the OTC derivative portfolio. The expected future funding exposure is calculated by a simulation methodology, where available, and is adjusted for events that may terminate the exposure, such as the default of HSBC or the counterparty. The FFVA and DVA are calculated independently.
Model limitation
Models used for portfolio valuation purposes may be based upon a simplified set of assumptions that do not capture all current and future material market characteristics. In these circumstances, model limitation adjustments are adopted.
Inception profit (Day 1 P&L reserves)
Inception profit adjustments are adopted when the fair value estimated by a valuation model is based on one or more significant unobservable inputs. The accounting for inception profit adjustments is discussed in Note 1 .

HSBC Holdings plc
245



Notes on the Financial Statements

Fair value valuation bases
Financial instruments measured at fair value using a valuation technique with significant unobservable inputs – Level 3
 
Assets
Liabilities
 
Available
for sale

Held for trading

Designated at fair value

Derivatives

Total

Held for trading

Designated at fair value

Derivatives

Total

 
$m

$m

$m

$m

$m

$m

$m

$m

$m

Private equity including strategic investments
2,012

38

1,458


3,508

20



20

Asset-backed securities
1,300

1,277



2,577





Loans held for securitisation

24



24





Structured notes

3



3

4,180



4,180

Derivatives with monolines



113

113





Other derivatives



2,331

2,331



1,944

1,944

Other portfolios
120

3,710

2


3,832





At 31 Dec 2017
3,432

5,052

1,460

2,444

12,388

4,200


1,944

6,144

 
 
 
 
 
 
 
 
 
 
Private equity including strategic investments
2,435

49

712


3,196

25



25

Asset-backed securities
761

789



1,550





Loans held for securitisation

28



28





Structured notes

2



2

3,557



3,557

Derivatives with monolines



175

175





Other derivatives



2,577

2,577



2,300

2,300

Other portfolios
280

5,621

18


5,919


37


37

At 31 Dec 2016
3,476

6,489

730

2,752

13,447

3,582

37

2,300

5,919

Level 3 instruments are present in both ongoing and legacy businesses. Loans held for securitisation, derivatives with monolines, certain ‘other derivatives’ and predominantly all Level 3 ABSs are legacy positions. HSBC has the capability to hold these positions.
Private equity including strategic investments
The investment’s fair value is estimated: on the basis of an analysis of the investee’s financial position and results, risk profile, prospects and other factors; by reference to market valuations for similar entities quoted in an active market; or the price at which similar companies have changed ownership.
Asset-backed securities
While quoted market prices are generally used to determine the fair value of these securities, valuation models are used to substantiate the reliability of the limited market data available and to identify whether any adjustments to quoted market prices are required. For certain ABSs such as residential mortgage-backed securities, the valuation uses an industry standard model with assumptions relating to prepayment speeds, default rates and loss severity based on collateral type, and performance, as appropriate. The valuations output is benchmarked for consistency against observable data for securities of a similar nature.
Structured notes
The fair value of Level 3 structured notes is derived from the fair value of the underlying debt security, and the fair value of the embedded derivative is determined as described in the paragraph below on derivatives. These structured notes comprise principally equity-linked notes issued by HSBC which provide the counterparty with a return linked to the performance of equity securities and other portfolios. Examples of the unobservable parameters include long-dated equity volatilities and correlations between equity prices, and interest and foreign exchange rates.
Derivatives
OTC derivative valuation models calculate the present value of expected future cash flows, based upon ‘no-arbitrage’ principles. For many vanilla derivative products, the modelling approaches used are standard across the industry. For more complex derivative products, there may be some differences in market practice. Inputs to valuation models are determined from observable market data wherever possible, including prices available from exchanges, dealers, brokers or providers of consensus pricing. Certain inputs may not be observable in the market directly, but can be determined from observable prices via model calibration procedures or estimated from historical data or other sources.

246
HSBC Holdings plc



Reconciliation of fair value measurements in Level 3 of the fair value hierarchy
Movement in Level 3 financial instruments
 
 
Assets
Liabilities
 
 
Available
for sale

Held for trading

Designated
at fair value

Derivatives

Held for trading

Designated
at fair value

Derivatives

 
Footnote
$m

$m

$m

$m

$m

$m

$m

At 1 Jan 2017
 
3,476

6,489

730

2,752

3,582

37

2,300

Total gains/(losses) recognised in profit or loss
 
351

(188
)
(107
)
152

154

(5
)
400

– trading income/(expense) excluding net interest income
 

(188
)

152

154


400

– net income/(expense) from other financial instruments designated at fair value
 


(107
)


(5
)

– gains less losses from financial investments
 
313







– loan impairment charges and other credit risk provisions (‘LICs’)
 
38







Total gains/(losses) recognised in other comprehensive income (‘OCI’)
1
71

106

7

188

169

1

120

– available-for-sale investments: fair value gains/(losses)
 
(30
)






– cash flow hedges: fair value gains/(losses)
 

(1
)
3

(23
)


(35
)
– exchange differences
 
101

107

4

211

169

1

155

Purchases
 
200

1,503

1,127

2

5


23

New issuances
 



1

1,915



Sales
 
(939
)
(3,221
)
(130
)
(8
)
(12
)

(12
)
Settlements
 
(69
)
(331
)
(166
)
(60
)
(998
)

(123
)
Transfers out
 
(565
)
(149
)
(3
)
(885
)
(678
)
(33
)
(1,030
)
Transfers in
 
907

843

2

302

63


266

At 31 Dec 2017
 
3,432

5,052

1,460

2,444

4,200


1,944

Unrealised gains/(losses) recognised in profit or loss relating to assets and liabilities held at 31 Dec 2016
 
16

(110
)
(146
)
218

(117
)

(397
)
– trading income/(expense) excluding net interest income
 

(110
)

218

(117
)

(397
)
– net income/(expense) from other financial instruments designated at fair value
 


(146
)




– loan impairment charges and other credit risk provisions
 
16







 
 
 
 
 
 
 
 
 
At 1 Jan 2016
 
4,727

6,856

474

2,262

4,285

3

1,210

Total gains/(losses) recognised in profit or loss
 
178

31

25

1,107

337

(1
)
1,428

– trading income/(expense) excluding net interest income
 

31


1,107

337


1,428

– net income from other financial instruments designated at fair value
 


25



(1
)

– gains less losses from financial investments
 
91







– loan impairment charges and other credit risk provisions (‘LICs’)
 
87







Total gains/(losses) recognised in other comprehensive income (‘OCI’)
1
(162
)
(610
)
(8
)
(335
)
(130
)
(1
)
(240
)
– available-for-sale investments: fair value gains/(losses)
 
123







– cash flow hedges: fair value gains/(losses)
 






12

– exchange differences
 
(285
)
(610
)
(8
)
(335
)
(130
)
(1
)
(252
)
Purchases
 
350

823

359


20

6


New issuances
 




1,882



Sales
 
(1,212
)
(1,760
)
(7
)

(40
)
(2
)

Settlements
 
(177
)
(311
)
(113
)
(107
)
(1,907
)

(239
)
Transfers out
 
(947
)
(199
)
(2
)
(187
)
(920
)

(229
)
Transfers in
 
719

1,659

2

12

55

32

370

At 31 Dec 2016
 
3,476

6,489

730

2,752

3,582

37

2,300

Unrealised gains/(losses) recognised in profit or loss relating to assets and liabilities held at 31 Dec 2015
 
87

(170
)
21

364

(143
)
1

(335
)
– trading income/(expense) excluding net interest income
 

(170
)

364

(143
)

(335
)
– net income from other financial instruments designated at fair value
 


21



1


– loan impairment charges and other credit risk provisions
 
87







1
Included in ‘Available-for-sale investments: fair value gains/(losses)’ and ‘Exchange differences’ in the consolidated statement of comprehensive income.
Transfers between levels of the fair value hierarchy are deemed to occur at the end of each semi-annual reporting period. Transfers into and out of Levels of the fair value hierarchy are primarily attributable to observability of valuation inputs and price transparency.

HSBC Holdings plc
247



Notes on the Financial Statements

Effect of changes in significant unobservable assumptions to reasonably possible alternatives
Sensitivity of Level 3 fair values to reasonably possible alternative assumptions
 
 
2017
2016
 
 
Reflected in profit or loss
Reflected in OCI
Reflected in profit or loss
Reflected in OCI
 
 
Favourable
changes

Un-
favourable
changes

Favourable
changes

Un-
favourable
changes

Favourable
changes

Un-
favourable
changes

Favourable
changes

Un-
favourable
changes

 
Footnote
$m

$m

$m

$m

$m

$m

$m

$m

Derivatives, trading assets and trading liabilities
1
372

(253
)


238

(177
)


Financial assets and liabilities designated at fair value
 
89

(74
)


48

(38
)


Financial investments: available for sale
 
53

(30
)
128

(149
)
72

(36
)
170

(149
)
At 31 Dec
 
514

(357
)
128

(149
)
358

(251
)
170

(149
)
1
Derivatives, trading assets and trading liabilities are presented as one category to reflect the manner in which these instruments are risk managed.
Sensitivity of Level 3 fair values to reasonably possible alternative assumptions by instrument type
 
2017
2016
 
Reflected in profit or loss
Reflected in OCI
Reflected in profit or loss
Reflected in OCI
 
Favourable
changes

Un-
favourable
changes

Favourable
changes

Un-
favourable
changes

Favourable
changes

Un-
favourable
changes

Favourable
changes

Un-
favourable
changes

 
$m

$m

$m

$m

$m

$m

$m

$m

Private equity including strategic investments
142

(105
)
117

(102
)
112

(73
)
121

(106
)
Asset-backed securities
66

(39
)
3

(39
)
43

(15
)
33

(27
)
Loans held for securitisation
1

(1
)


1

(1
)


Structured notes
12

(9
)


10

(7
)


Derivatives with monolines




3

(3
)


Other derivatives
249

(150
)


141

(94
)


Other portfolios
44

(53
)
8

(8
)
48

(58
)
16

(16
)
At 31 Dec
514

(357
)
128

(149
)
358

(251
)
170

(149
)
The sensitivity analysis aims to measure a range of fair values consistent with the application of a 95% confidence interval. Methodologies take account of the nature of the valuation technique employed, as well as the availability and reliability of observable proxy and historical data.
When the fair value of a financial instrument is affected by more than one unobservable assumption, the above table reflects the most favourable or the most unfavourable change from varying the assumptions individually.

248
HSBC Holdings plc



Key unobservable inputs to Level 3 financial instruments
Quantitative information about significant unobservable inputs in Level 3 valuations
 
 
Fair value
 
 
2017
2016
 
 
Assets

Liabilities

Valuation
techniques
Key unobservable
inputs
Full range
of inputs
Core range
of inputs
1  
Full range
of inputs
Core range
of inputs
1  
 
Footnotes
$m

$m

 
 
Lower

Higher

Lower

Higher

Lower
Higher
Lower
Higher
Private equity including
strategic investments
 
3,508

20

See page 255
See page 255
n/a

n/a

n/a

n/a

n/a
n/a
n/a
n/a
Asset-backed securities
2
2,577



 
 
 
 
 
 
 
 
 
 
– CLO/CDO
 
520



Market proxy
Prepayment rate
2
%
7
%
2
%
7
%
2%
7%
2%
7%
 
 
 
 
Market proxy
Bid quotes
0

101

6

53

0
101
42
94
– other ABSs
 
2,057



Market proxy
Bid quotes
0

103

34

98

0
96
57
90
Loans held for securitisation
 
24


 
 
 
 
 
 
 
 
 
 
Structured notes
 
3

4,180

 
 
 
 
 
 
 
 
 
 
– equity-linked notes
 

4,077

Model –
Option model
Equity volatility
7%

47%

14%

30%

11%
96%
16%
36%
 
 
 


Model – Option model
Equity correlation
33%

95%

45%

72%

33%
94%
46%
81%
– fund-linked notes
 

7

Model – Option model
Fund volatility
6%

15%

6%

15%

6%
11%
6%
11%
– FX-linked notes
 

76

Model – Option model
FX volatility
3%

20%

4%

13%

3%
29%
5%
18%
– other
 
3

20

 
 
 
 
 
 
 
 
 
 
Derivatives with monolines
 
113


Model – Discounted
cash flow
Credit spread
0.4%

3%

1%

3%

2%
2%
2%
2%
Other derivatives
 
2,331

1,944

 
 
 

 

 

 

 
 
 
 
– Interest rate derivatives:
 
 

 

 
 
 

 

 

 

 
 
 
 
   securitisation swaps
 
285

806

Model – Discounted
cash flow
Prepayment
rate
20%

90%

20%

90%

0%
90%
8%
27%
   long-dated swaptions
 
1,244

66

Model – Option model
IR volatility
8%

41%

15%

31%

8%
101%
21%
39%
   other
 
302

145

 
 
 
 
 
 
 
 
 
 
– FX derivatives:
 
 

 

 
 
 
 
 
 
 
 
 
 
   FX options
 
86

83

Model – Option model
FX volatility
0.7%

50%

5%

11%

0.6%
25%
7%
12%
   other
 
135

129

 
 
 
 
 
 
 
 
 
 
– Equity derivatives:
 
 

 

 
 
 
 
 
 
 
 
 
 
    long-dated single stock options
 
158

359

Model – Option model
Equity volatility
7%

84%

15%

44%

11%
83%
16%
36%
   other
 
96

329

 
 
 
 
 
 
 
 
 
 
– Credit derivatives:
 
 

 

 
 
 
 
 
 
 
 
 
 
   other
 
25

27

 
 
 
 
 
 
 
 
 
 
Other portfolios
 
3,832


 
 
 
 
 
 
 
 
 
 
– structured certificates
 
3,014


Model – Discounted cash flow
Credit volatility
2%

4%

2%

4%

3%
4%
3%
4%
– EM corporate debt
 
85


Market proxy
Bid quotes
100

100

100

100

96
144
113
113
– other
3
733


 
 
 
 
 
 
 
 
 
 
At 31 Dec 2017
 
12,388

6,144

 
 
 
 
 
 
 
 
 
 
1
The core range of inputs is the estimated range within which 90% of the inputs fall.
2
Collateralised loan obligation/collateralised debt obligation.
3
‘Other’ includes a range of smaller asset holdings.
Private equity including strategic investments
Given the bespoke nature of the analysis in respect of each holding, it is not practical to quote a range of key unobservable inputs.
Prepayment rates
Prepayment rates are a measure of the anticipated future speed at which a loan portfolio will be repaid in advance of the due date. They vary according to the nature of the loan portfolio and expectations of future market conditions, and may be estimated using a variety of evidence, such as prepayment rates implied from proxy observable security prices, current or historical prepayment rates and macroeconomic modelling.
Market proxy
Market proxy pricing may be used for an instrument when specific market pricing is not available but there is evidence from instruments with common characteristics. In some cases it might be possible to identify a specific proxy, but more generally evidence across a wider range of instruments will be used to understand the factors that influence current market pricing and the manner of that influence.

HSBC Holdings plc
249



Notes on the Financial Statements

Volatility
Volatility is a measure of the anticipated future variability of a market price. It varies by underlying reference market price, and by strike and maturity of the option.
Certain volatilities, typically those of a longer-dated nature, are unobservable and are estimated from observable data. The range of unobservable volatilities reflects the wide variation in volatility inputs by reference market price. The core range is significantly narrower than the full range because these examples with extreme volatilities occur relatively rarely within the HSBC portfolio.
Correlation
Correlation is a measure of the inter-relationship between two market prices and is expressed as a number between minus one and one. It is used to value more complex instruments where the payout is dependent upon more than one market price. There is a wide range of instruments for which correlation is an input, and consequently a wide range of both same-asset correlations and cross-asset correlations is used. In general, the range of same-asset correlations will be narrower than the range of cross-asset correlations.
Unobservable correlations may be estimated based upon a range of evidence, including consensus pricing services, HSBC trade prices, proxy correlations and examination of historical price relationships. The range of unobservable correlations quoted in the table reflects the wide variation in correlation inputs by market price pair.
Credit spread
Credit spread is the premium over a benchmark interest rate required by the market to accept lower credit quality. In a discounted cash flow model, the credit spread increases the discount factors applied to future cash flows, thereby reducing the value of an asset. Credit spreads may be implied from market prices and may not be observable in more illiquid markets.
Inter-relationships between key unobservable inputs
Key unobservable inputs to Level 3 financial instruments may not be independent of each other. As described above, market variables may be correlated. This correlation typically reflects the manner in which different markets tend to react to macroeconomic or other events. Furthermore, the effect of changing market variables on the HSBC portfolio will depend on HSBC’s net risk position in respect of each variable.
HSBC Holdings
Basis of valuing HSBC Holdings’ financial assets and liabilities measured at fair value
 
2017

2016

 
$m

$m

Valuation technique using observable inputs: Level 2
 
 
Assets at 31 Dec
 
 
– derivatives
2,388

2,148

– financial investments in HSBC undertakings
4,264

3,590

– loans and advances to HSBC undertakings designated at fair value
11,944


Liabilities at 31 Dec




– designated at fair value
30,890

30,113

– derivatives
3,082

5,025


250
HSBC Holdings plc



12
Fair values of financial instruments not carried at fair value
Fair values of financial instruments not carried at fair value and bases of valuation
 
 
Fair value
 
Carrying
amount

Quoted market
price
Level 1

Observable
inputs
Level 2

Significant
unobservable
inputs
Level 3

Total

 
$m

$m

$m

$m

$m

At 31 Dec 2017
 
 
 
 
 
Assets
 
 
 
 
 
Loans and advances to banks
90,393


87,384

3,007

90,391

Loans and advances to customers
962,964


20,029

944,176

964,205

Reverse repurchase agreements – non-trading
201,553


200,012

1,526

201,538

Financial investments – debt securities
52,919

1,363

52,707

17

54,087

Liabilities










Deposits by banks
69,922


69,862

30

69,892

Customer accounts
1,364,462


1,353,017

11,608

1,364,625

Repurchase agreements – non-trading
130,002

1

129,995


129,996

Debt securities in issue
64,546


65,138


65,138

Subordinated liabilities
19,826


23,740

355

24,095

 
 
 
 
 
 
At 31 Dec 2016
 
 
 
 
 
Assets










Loans and advances to banks
88,126


85,568

2,572

88,140

Loans and advances to customers
861,504


15,670

845,894

861,564

Reverse repurchase agreements – non-trading
160,974


159,504

1,527

161,031

Financial investments – debt securities
46,923

1,190

46,014

19

47,223

Liabilities










Deposits by banks
59,939


59,883

42

59,925

Customer accounts
1,272,386


1,262,540

10,136

1,272,676

Repurchase agreements – non-trading
88,958


88,939


88,939

Debt securities in issue
65,915


66,386


66,386

Subordinated liabilities
20,984


23,264

292

23,556

Other financial instruments not carried at fair value are typically short-term in nature and reprice to current market rates frequently. Accordingly, their carrying amount is a reasonable approximation of fair value. They include cash and balances at central banks, items in the course of collection from and transmission to other banks, Hong Kong Government certificates of indebtedness and Hong Kong currency notes in circulation, all of which are measured at amortised cost.
Carrying amount and fair value of loans and advances to customers by industry sector
 
Carrying amount
Fair value
 
Not Impaired

Impaired

Total

Not Impaired

Impaired

Total

 
$m

$m

$m

$m

$m

$m

Loans and advances to customers
 
 
 
 
 
 
– personal
370,842

3,920

374,762

371,131

3,257

374,388

– corporate and commercial
510,784

5,970

516,754

512,597

5,769

518,366

– financial
71,377

71

71,448

71,351

100

71,451

At 31 Dec 2017
953,003

9,961

962,964

955,079

9,126

964,205

Loans and advances to customers
 
 
 
 
 
 
– personal
332,574

5,252

337,826

330,167

4,597

334,764

– corporate and commercial
453,151

7,058

460,209

456,816

6,393

463,209

– financial
63,316

153

63,469

63,411

180

63,591

At 31 Dec 2016
849,041

12,463

861,504

850,394

11,170

861,564

Loans and advances to customers are classified as not impaired or impaired in accordance with the criteria described on page  126 .
Valuation
Fair value is an estimate of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It does not reflect the economic benefits and costs that HSBC expects to flow from an instrument’s cash flow over its expected future life. Our valuation methodologies and assumptions in determining fair values for which no observable market prices are available may differ from those of other companies.
Loans and advances to banks and customers
To determine the fair value of loans and advances to banks and customers, loans are segregated, as far as possible, into portfolios of similar characteristics. Fair values are based on observable market transactions, when available. When they are unavailable, fair values are estimated using valuation models incorporating a range of input assumptions. These assumptions may include: value estimates from third-party brokers reflecting over-the-counter trading activity; forward-looking discounted cash flow models, taking account of expected customer prepayment rates, using assumptions that HSBC believes are consistent with those that would be used by market participants in valuing such loans; new business rates estimates for similar loans; and trading inputs from other market participants including

HSBC Holdings plc
251



Notes on the Financial Statements

observed primary and secondary trades. From time to time, we may engage a third-party valuation specialist to measure the fair value of a pool of loans.
The fair value of loans reflects impairments at the balance sheet date and estimates of market participants’ expectations of credit losses over the life of the loans, and the fair value effect of repricing between origination and the balance sheet date. For impaired loans, fair value is estimated by discounting the future cash flows over the time period they are expected to be recovered.
Financial investments
The fair values of listed financial investments are determined using bid market prices. The fair values of unlisted financial investments are determined using valuation techniques that incorporate the prices and future earnings streams of equivalent quoted securities.
Deposits by banks and customer accounts
The fair values of on-demand deposits are approximated by their carrying value. For deposits with longer-term maturities, fair values are estimated using discounted cash flows, applying current rates offered for deposits of similar remaining maturities.
Debt securities in issue and subordinated liabilities
Fair values are determined using quoted market prices at the balance sheet date where available, or by reference to quoted market prices for similar instruments.
Repurchase and reverse repurchase agreements – non-trading
Fair values approximate carrying amounts as balances are generally short dated.
HSBC Holdings
The methods used by HSBC Holdings to determine fair values of financial instruments for the purposes of measurement and disclosure are described above.
Fair values of HSBC Holdings’ financial instruments not carried at fair value on the balance sheet
 
 
2017
2016
 
 
Carrying
amount

Fair
value
1

Carrying
amount

Fair
value
1

 
 
$m

$m

$m

$m

Assets at 31 Dec
 
 
 
 
 
Loans and advances to HSBC undertakings
 
76,627

78,534

77,421

79,985

Liabilities at 31 Dec
 
 
 
 
 
Amounts owed to HSBC undertakings
 
2,571

2,571

2,157

2,156

Debt securities in issue
 
34,258

36,611

21,805

23,147

Subordinated liabilities
 
15,877

19,596

15,189

17,715

1
Fair values were determined using valuation techniques with observable inputs (Level 2).
13
Financial assets designated at fair value
 
 
2017

2016

 
 
$m

$m

Securities
 
29,456

24,677

– treasury and other eligible bills
 
606

204

– debt securities
 
4,090

4,189

– equity securities
 
24,760

20,284

Loans and advances to banks and customers
 
8

79

At 31 Dec
 
29,464

24,756

Securities 1
 
 
2017

2016

 
Footnotes
$m

$m

US Treasury and US Government agencies
2

104

UK Government
 
17

41

Hong Kong Government
 
64

16

Other governments
 
1,247

747

Asset-backed securities
3
2

20

Corporate debt and other securities
 
3,366

3,465

Equities
 
24,760

20,284

At 31 Dec
 
29,456

24,677

1
Included within these figures are debt securities issued by banks and other financial institutions of $ 1,621 m ( 2016 : $ 1,766 m), of which $ 0.4 m ( 2016 : $ 19 m) are guaranteed by various governments.
2
Includes securities that are supported by an explicit guarantee issued by the US Government.
3
Excludes asset-backed securities included under US Treasury and US Government agencies.

252
HSBC Holdings plc



14
Derivatives
Notional contract amounts and fair values of derivatives by product contract type held by HSBC
 
Notional contract amount
Fair value – Assets
Fair value – Liabilities
 
Trading

Hedging

Trading

Hedging

Total

Trading

Hedging

Total

 
$m

$m

$m

$m

$m

$m

$m

$m

Foreign exchange
6,215,518

28,768

78,089

428

78,517

74,915

853

75,768

Interest rate
19,751,577

178,289

235,430

1,365

236,795

229,989

3,042

233,031

Equities
590,156


9,353


9,353

11,845


11,845

Credit
391,798


4,692


4,692

5,369


5,369

Commodity and other
59,716


886


886

1,233


1,233

Gross total fair values
27,008,765

207,057

328,450

1,793

330,243

323,351

3,895

327,246

Offset (Note 29)








(110,425
)




(110,425
)
At 31 Dec 2017
27,008,765

207,057

328,450

1,793

219,818

323,351

3,895

216,821

 
 
 
 
 
 
 
 
 
Foreign exchange
5,819,814

26,281

126,185

1,228

127,413

118,813

968

119,781

Interest rate
13,729,757

215,006

253,398

1,987

255,385

245,941

4,081

250,022

Equities
472,169


7,410


7,410

9,240


9,240

Credit
448,220


5,199


5,199

5,767


5,767

Commodity and other
62,009


2,020


2,020

1,564


1,564

Gross total fair values
20,531,969

241,287

394,212

3,215

397,427

381,325

5,049

386,374

Offset (Note 29)
 
 
 
 
(106,555
)
 
 
(106,555
)
At 31 Dec 2016
20,531,969

241,287

394,212

3,215

290,872

381,325

5,049

279,819

The notional contract amounts of derivatives held for trading purposes and derivatives designated in hedge accounting relationships indicate the nominal value of transactions outstanding at the balance sheet date; they do not represent amounts at risk.
Derivative assets and liabilities decreased during 2017, reflecting changes in yield curve movements and changes in foreign exchange rates.
Notional contract amounts and fair values of derivatives by product contract type held by HSBC Holdings with subsidiaries
 
Notional contract amount
Fair value – Assets
Fair value – Liabilities
 
Trading

Hedging

Trading

Hedging

Total

Trading

Hedging

Total

 
$m

$m

$m

$m

$m

$m

$m

$m

Foreign exchange
20,484

1,120

588


588

1,330

110

1,440

Interest rate
41,061

25,294

1,364

436

1,800

678

964

1,642

At 31 Dec 2017
61,545

26,414

1,952

436

2,388

2,008

1,074

3,082

 
 
 
 
 
 
 
 
 
Foreign exchange
23,442

1,120

223


223

3,201

239

3,440

Interest rate
26,858

24,356

1,478

447

1,925

639

946

1,585

At 31 Dec 2016
50,300

25,476

1,701

447

2,148

3,840

1,185

5,025

Use of derivatives
For details regarding use of derivatives, see page 152 under ‘Market Risk’.
Trading derivatives
Most of HSBC’s derivative transactions relate to sales and trading activities. Sales activities include the structuring and marketing of derivative products to customers to enable them to take, transfer, modify or reduce current or expected risks. Trading activities include market-making and risk management. Market-making entails quoting bid and offer prices to other market participants for the purpose of generating revenues based on spread and volume. Risk management activity is undertaken to manage the risk arising from client transactions, with the principal purpose of retaining client margin. Other derivatives classified as held for trading include non-qualifying hedging derivatives.
Substantially all of HSBC Holdings’ derivatives entered into with subsidiaries are managed in conjunction with financial liabilities designated at fair value.
Derivatives valued using models with unobservable inputs
The difference between the fair value at initial recognition (the transaction price) and the value that would have been derived had valuation techniques used for subsequent measurement been applied at initial recognition, less subsequent releases, is as follows:

HSBC Holdings plc
253



Notes on the Financial Statements

Unamortised balance of derivatives valued using models with significant unobservable inputs
 
 
2017

2016

 
Footnote
$m

$m

Unamortised balance at 1 Jan
 
99

97

Deferral on new transactions
 
191

156

Recognised in the income statement during the year:
 
(187
)
(140
)
– amortisation
 
(85
)
(70
)
– subsequent to unobservable inputs becoming observable
 
(2
)
(5
)
– maturity, termination or offsetting derivative
 
(100
)
(65
)
Exchange differences
 
10

(13
)
Other
 
(7
)
(1
)
Unamortised balance at 31 Dec
1
106

99

1
This amount is yet to be recognised in the consolidated income statement.
Hedge accounting derivatives
Fair value hedges
HSBC’s fair value hedges principally consist of interest rate swaps that are used to protect against changes in the fair value of fixed-rate long-term financial instruments due to movements in market interest rates.
Notional contract amounts and fair values of derivatives designated as fair value hedges by product type
 
2017
2016
 
Notional

Fair Value
Assets

Fair Value
Liabilities

Notional

Fair Value
Assets

Fair Value
Liabilities

 
$m

$m

$m

$m

$m

$m

HSBC
 
 
 
 
 
 
Foreign exchange
1,027


23

618

10

22

Interest rate
112,714

1,020

2,744

124,361

1,078

3,726

At 31 Dec
113,741

1,020

2,767

124,979

1,088

3,748

HSBC Holdings
 
 
 
 
 
 
Foreign exchange
1,120


110

1,120


239

Interest rate
25,294

436

964

24,356

447

946

At 31 Dec
26,414

436

1,074

25,476

447

1,185

Gains or losses arising from fair value hedges
 
2017

2016

2015

 
$m

$m

$m

HSBC
 
 
 
Gains/(losses):
 
 
 
– on hedging instruments
621

(439
)
40

– on the hedged items attributable to the hedged risk
(617
)
462

(51
)
Year ended 31 Dec
4

23

(11
)
HSBC Holdings
 
 
 
Gains/(losses):
 
 
 
– on hedging instruments
(57
)
(909
)
(4
)
– on the hedged items attributable to the hedged risk
23

926

6

Year ended 31 Dec
(34
)
17

2

Cash flow hedges
HSBC’s cash flow hedges consist principally of interest rate swaps, futures and cross-currency swaps that are used to protect against exposures to variability in future interest cash flows on non-trading assets and liabilities which bear interest at variable rates or which are expected to be re-funded or reinvested in the future. The amounts and timing of future cash flows, representing both principal and interest flows, are projected for each portfolio of financial assets and liabilities on the basis of their contractual terms and other relevant factors, including estimates of prepayments and defaults. The aggregate principal balances and interest cash flows across all portfolios over time form the basis for identifying gains and losses on the effective portions of derivatives designated as cash flow hedges of forecast transactions.
Notional contract amounts and fair values of derivatives designated as cash flow hedges by product held by HSBC
 
2017
2016
 
Notional

Assets

Liabilities

Notional

Assets

Liabilities

 
$m

$m

$m

$m

$m

$m

Foreign Exchange
22,741

424

759

25,663

1,081

939

Interest rate
65,575

345

298

90,645

909

355

At 31 Dec
88,316

769

1,057

116,308

1,990

1,294


254
HSBC Holdings plc



Forecast principal balances on which interest cash flows are expected to arise
 
3 months
or less

More than 3 months
but less than 1 year

5 years or less
but more than 1 year

More than 5 years

 
$m

$m

$m

$m

Net cash inflows/(outflows) exposure
 
 
 
 
Assets
70,769

65,771

44,347

956

Liabilities
(7,729
)
(7,017
)
(4,992
)
(536
)
At 31 Dec 2017
63,040

58,754

39,355

420

 
 
 
 
 
Net cash inflows/(outflows) exposure
 
 
 
 
Assets
83,472

79,749

57,553

2,750

Liabilities
(13,169
)
(12,977
)
(11,761
)
(1,502
)
At 31 Dec 2016
70,303

66,772

45,792

1,248

This table reflects the interest rate repricing profile of the underlying hedged items. During the year to 31 December 2017 , a loss of
$5m ( 2016 : $5m loss; 2015 : $15m gain) was recognised due to hedge ineffectiveness.
Hedges of net investments in foreign operations
The Group applies hedge accounting in respect of certain consolidated net investments. Hedging is undertaken using forward foreign exchange contracts or by financing with foreign currency borrowings. At 31 December 2017 , the fair values of outstanding financial instruments designated as hedges of net investments in foreign operations were assets of $4m ( 2016 : $137m ), liabilities of $71m ( 2016 : $7m ) and notional contract values of $5,000m ( 2016 : $3,544m ). Ineffectiveness recognised in ‘Net trading income’ in the year ended
31 December
2017 was nil ( 2016 : nil ; 2015 : nil ).
15
Financial investments
Carrying amount of financial investments
 
 
2017

2016

 
Footnote
$m

$m

Available for sale securities at fair value
 
336,157

389,874

– treasury and other eligible bills
 
78,851

99,226

– debt securities
 
253,389

285,981

– equity securities
 
3,917

4,667

Held to maturity securities at amortised cost
 
52,919

46,923

– debt securities
1
52,919

46,923

At 31 Dec
 
389,076

436,797

1
Fair value $54.1 bn ( 2016 : $47.2 bn).
Financial investments at amortised cost and fair value
 
 
2017
2016
 
 
Amortised cost

Fair value 1

Amortised cost

Fair value 1

 
Footnotes
$m

$m

$m

$m

US Treasury

41,427

41,274

57,135

56,625

US Government agencies
2
18,691

18,494

15,790

15,682

US Government sponsored entities
2
10,998

11,033

14,397

14,442

UK Government

17,817

18,538

27,506

28,480

Hong Kong Government

52,269

52,252

62,500

62,475

Other governments

134,766

136,414

140,943

142,594

Asset-backed securities
3
6,187

5,781

10,246

9,392

Corporate debt and other securities

99,136

102,540

100,180

102,741

Equities

2,989

3,917

3,042

4,667

At 31 Dec

384,280

390,243

431,739

437,098

1
Included within ‘fair value’ figures are debt securities issued by banks and other financial institutions of $ 67 bn ( 2016 : $69 bn), of which $ 15 bn ( 2016 : $20 bn) are guaranteed by various governments.
2
Includes securities that are supported by an explicit guarantee issued by the US Government.
3
Excludes asset-backed securities included under US Government agencies and sponsored entities.
Maturities of investments in debt securities at their carrying amount
 
1 year or less

5 years or less
but over
1 year

10 years or less
but over
5 years

Over 10 years

Total

 
$m

$m

$m

$m

$m

Available for sale
63,896

122,113

37,292

30,088

253,389

Held to maturity
3,731

9,406

13,482

26,300

52,919

At 31 Dec 2017
67,627

131,519

50,774

56,388

306,308

 
 
 
 
 
 
Available for sale
64,155

142,700

45,385

33,741

285,981

Held to maturity
2,502

10,210

10,348

23,863

46,923

At 31 Dec 2016
66,657

152,910

55,733

57,604

332,904


HSBC Holdings plc
255



Notes on the Financial Statements

Contractual maturities and weighted average yields of investment debt securities
 
1 year or less
5 years or less
but over
1 year
10 years or less
but over
5 years
Over 10 years
 
Amount

Yield
Amount

Yield
Amount

Yield
Amount

Yield
 
$m

%
$m

%
$m

%
$m

%
Available for sale












US Treasury
3,981

1.1
16,213

1.9
15,806

2.0
3,318

3.1
US Government agencies
50

1.9
129

2.2
19

3.8
7,924

2.6
US Government-sponsored agencies
148

3.5
2,759

3.0
1,965

2.6
2,733

2.7
UK Government
636

0.2
6,970

0.9
6,552

0.8

Hong Kong Government
216

0.8
1,014

1.3


Other governments
45,337

1.8
57,441

2.7
7,429

3.0
1,678

3.4
Asset-backed securities
26

7.8
28

5.5
271

1.7
5,858

2.9
Corporate debt and other securities
13,613

1.7
35,598

1.9
4,043

2.6
7,779

3.9
Total amortised cost at 31 Dec 2017
64,007


120,152


36,085


29,290


Total carrying value
63,896


122,113


37,292


30,088


Held to maturity












US Treasury
41

5.0
22

4.7
49

4.9
130

4.2
US Government agencies

21

4.0
27

2.5
10,519

2.4
US Government-sponsored agencies

322

2.4
325

2.8
2,747

2.9
Hong Kong Government
227

0.5
28

2.6
13

1.2
7

1.4
Other governments
108

4.7
240

4.0
198

3.7
847

4.3
Asset-backed securities



4

6.7
Corporate debt and other securities
3,355

3.7
8,773

3.4
12,870

3.3
12,046

3.9
Total amortised cost at 31 Dec 2017
3,731


9,406


13,482


26,300


Total carrying value
3,731


9,406


13,482


26,300


The maturity distributions of ABSs are presented in the above table on the basis of contractual maturity dates. The weighted average yield for each range of maturities is calculated by dividing the annualised interest income for the year ended 31 December 2017 by the book amount of available-for-sale debt securities at that date. The yields do not include the effect of related derivatives.
16
Assets pledged, collateral received and assets transferred
Assets pledged
Financial assets pledged as collateral

2017

2016


$m

$m

Treasury bills and other eligible securities
10,183

7,151

Loans and advances to banks
14,518

17,444

Loans and advances to customers
68,336

74,109

Debt securities
96,245

80,063

Equity securities
33,209

2,655

Other
2,743

1,838

Assets pledged at 31 Dec
225,234

183,260

Assets pledged as collateral include all assets categorised as encumbered in the disclosure on page 67 of the Pillar 3 Disclosures at 31 December 2017 .
The amount of assets pledged to secure liabilities may be greater than the book value of assets utilised as collateral. For example, in the case of securitisations and covered bonds, the amount of liabilities issued plus mandatory over-collateralisation is less than the book value of the pool of assets available for use as collateral. This is also the case where assets are placed with a custodian or a settlement agent which has a floating charge over all the assets placed to secure any liabilities under settlement accounts.
These transactions are conducted under terms that are usual and customary to collateralised transactions including, where relevant, standard securities lending and borrowing, repurchase agreements and derivative margining. HSBC places both cash and non-cash collateral in relation to derivative transactions.
Financial assets pledged as collateral which the counterparty has the right to sell or repledge

2017

2016


$m

$m

Trading assets
70,117

37,141

Financial investments
13,581

4,044

At 31 Dec
83,698

41,185

Collateral received
The fair value of assets accepted as collateral, relating primarily to standard securities lending, reverse repurchase agreements, swaps of securities and derivative margining, that HSBC is permitted to sell or repledge in the absence of default was $ 387,678 m ( 2016 : $ 250,919 m). The fair value of any such collateral sold or repledged was $ 243,531 m ( 2016 : $ 149,185 m).
HSBC is obliged to return equivalent securities. These transactions are conducted under terms that are usual and customary to standard securities lending, reverse repurchase agreements and derivative margining.

256
HSBC Holdings plc



Assets transferred
The assets pledged include transfers to third parties that do not qualify for derecognition, notably secured borrowings such as debt securities held by counterparties as collateral under repurchase agreements and equity securities lent under securities lending agreements, as well as swaps of equity and debt securities. For secured borrowings, the transferred asset collateral continues to be recognised in full and a related liability, reflecting the Group’s obligation to repurchase the assets for a fixed price at a future date is also recognised on the balance sheet. Where securities are swapped, the transferred asset continues to be recognised in full. There is no associated liability as the non-cash collateral received is not recognised on the balance sheet. The Group is unable to use, sell or pledge the transferred assets for the duration of the transaction, and remains exposed to interest rate risk and credit risk on these pledged assets. With the exception of ‘Other sales’ in the table below, the counterparty’s recourse is not limited to the transferred assets.
Transferred financial assets not qualifying for full derecognition and associated financial liabilities

Carrying amount of:
Fair value of:


Transferred assets

Associated liabilities

Transferred assets

Associated liabilities

Net
position


$m

$m

$m

$m

$m

At 31 Dec 2017










Repurchase agreements
55,510

52,093







Securities lending agreements
33,878

3,324







Other sales (recourse to transferred assets only)
2,387

2,388

2,377

2,378

(1
)
 
 
 
 
 
 
At 31 Dec 2016
 
 
 
 
 
Repurchase agreements
40,364

39,568

 
 
 
Securities lending agreements
3,324

2,655

 
 
 
Other sales (recourse to transferred assets only)
2,441

2,466

2,455

2,458

(3
)
17
Interests in associates and joint ventures
Associates
At 31 December 2017, the carrying amount of HSBC’s interests in associates was $22,577m (2016: $19,874m ).
Principal associates of HSBC
 
 
2017
2016
 
 
Carrying
amount

Fair
value
1

Carrying
amount

Fair
value
1

 
 
$m

$m

$m

$m

Bank of Communications Co., Limited
 
18,057

10,491

15,765

10,207

The Saudi British Bank
 
3,618

4,320

3,280

3,999

1
Principal associates are listed on recognised stock exchanges. The fair values are based on the quoted market prices of the shares held (Level 1 in the fair value hierarchy).
 
 
At 31 Dec 2017
 
Footnote
Country of
incorporation and
principal place of business
Principal
activity
HSBC’s
interest
%
Bank of Communications Co., Limited
1
PRC
Banking services
19.03
The Saudi British Bank
 
Saudi Arabia
Banking services
40.00
1
People’s Republic of China.
A list of all associates and joint ventures is set out on page 294 .
Bank of Communications Co., Limited
The Group’s significant influence in Bank of Communications Co., Limited (‘BoCom’) was established via representation on BoCom’s board of directors and a technical cooperation and exchange programme. Under this programme, a number of HSBC staff have been seconded to assist in the maintenance of BoCom’s financial and operating policies.
Impairment testing
At 31 December 2017, the fair value of HSBC’s investment in BoCom had been below the carrying amount for approximately 68 months. As a result, the Group performed an impairment test on the carrying amount of the investment in BoCom, which confirmed there was no impairment at 31 December 2017.
 
At 31 Dec 2017
At 31 Dec 2016
 
VIU

Carrying value

Fair
value

VIU

Carrying value

Fair
value

 
$bn

$bn

$bn

$bn

$bn

$bn

Bank of Communications Co., Limited
18.3

18.1

10.5

16.1

15.8

10.2


HSBC Holdings plc
257



Notes on the Financial Statements

Basis of recoverable amount
The impairment test was performed by comparing the recoverable amount of BoCom, determined by a value in use (‘VIU’) calculation, with its carrying amount. The VIU calculation uses discounted cash flow projections based on management’s estimates of earnings. Cash flows beyond the short to medium term are extrapolated in perpetuity using a long-term growth rate to derive a terminal value, which comprises the majority of VIU. An imputed capital maintenance charge (‘CMC’) is calculated to reflect expected regulatory capital requirements, and is deducted from forecast cash flows. The principal inputs to the CMC calculation include estimates of asset growth, the ratio of risk-weighted assets to total assets, and the expected minimum regulatory capital requirements. An increase in the CMC as a result of a change to these principal inputs would reduce VIU. Additionally, management considers other factors (including qualitative factors) to ensure that the inputs to the VIU calculation remain appropriate. Significant management judgement is required in estimating the future cash flows of BoCom.
Key assumptions in value in use calculation
We used a number of assumptions in our VIU calculation:
Long-term profit growth rate of 3% (2016: 5% ) for periods after 2020, which does not exceed forecast GDP growth in mainland China and is within the range forecast by external analysts.
Long-term asset growth rate of 3% (2016: 4% ) for periods after 2020, which is the rate that assets are expected to grow to achieve long-term profit growth of 3% .
Discount rate of 11.85% (2016: 13.0% ), which is based on a capital asset pricing model (‘CAPM’) calculation for BoCom, using market data. Management also compares rates derived from the CAPM with discount rates from external sources. The discount rate used was within the range of 10.2% to 13.4% (2016: 10.2% to 15.0% ) indicated by external sources.
Loan impairment charge as a percentage of customer advances: a range from 0.66% to 0.82% (2016: 0.72% to 0.87% ) in the short to medium term, largely based on forecasts disclosed by external analysts. For periods after 2020, the ratio is 0.70% (2016: 0.70% ), slightly higher than the historical average.
Risk-weighted assets as a percentage of total assets: 62% (2016: 62% ) for all forecast periods. This is consistent with the forecasts disclosed by external analysts.
Cost-income ratio: ranges from 37.1% to 38.0% (2016: 40.0% ) in the short to medium term. This is slightly higher than the forecasts disclosed by external analysts.
The long-term profit growth rate, long-term asset growth rate and discount rate assumptions were updated in 2017 to better align with market practice when setting long-term assumptions in VIU calculations. The long-term profit growth rate was set at the lower end of the range forecast by external analysts and there was a corresponding change to the long-term asset growth rate. These changes reduced management’s uncertainty in respect of estimated future cash flows and accordingly the discount rate was set based on CAPM with no adjustment for uncertainty in future cash flows.
The following table shows the change to each key assumption in the VIU calculation that on its own would reduce the headroom to nil.
Key assumption
Changes to key assumption to reduce headroom to nil
Long-term profit growth rate
Decrease by 11 basis points
Long-term asset growth rate
Increase by 10 basis points

Discount rate
Increase by 13 basis points

Loan impairment charge as a percentage of customer advances
Increase by 2 basis points

Risk-weighted assets as a percentage of total assets
Increase by 63 basis points

Cost-income ratio
Increase by 46 basis points

The following table illustrates the effect on VIU of reasonably possible changes to key assumptions. This reflects the sensitivity of the VIU to each key assumption on its own, and it is possible that more than one favourable and/or unfavourable change will occur at the same time. The selected rates of reasonably possible changes to key assumptions is largely based on external analysts’ forecasts which can change period to period.
Sensitivity of VIU to reasonably possible changes in key assumptions
 
Favourable change
Unfavourable change
 


Increase
in VIU

VIU



Decrease
In VIU

VIU

 
bps

$bn

$bn

bps

$bn

$bn

At 31 Dec 2017












Long-term profit growth rate
200

6.6

24.9



18.3

Long-term asset growth rate
(20
)
0.5

18.9

200

(7.1
)
11.2

Discount rate
(35
)
0.7

19.1

65

(1.2
)
17.1

Loan impairment charge as a percentage of customer advances
2017-20: 0.71%
2021 onwards: 0.70%

0.1

18.5

2017-20: 0.90%
2021 onwards: 0.77%

(1.3
)
17.0

Risk-weighted assets as a percentage of total assets
(60
)
0.2

18.6

30

(0.1
)
18.2

Cost-income ratio
(173
)
1.5

19.8



18.3

 
 
 
 
 
 
 
At 31 Dec 2016












Long-term profit growth rate


16.1

(150
)
(3.3
)
12.8

Long-term asset growth rate
(80
)
1.8

17.8



16.1

Discount rate
(100
)
2.3

18.4



16.1

Loan impairment charge as a percentage of customer advances


16.1

2016-19: 0.93%
2020 onwards: 0.80%

(1.1
)
15.0

Risk-weighted assets as a percentage of total assets
(30
)
0.1

16.2

170

(0.6
)
15.5

Cost income ratio
(170
)
0.9

17.0

250

(1.4
)
14.7


258
HSBC Holdings plc



Considering the interrelationship of the changes set out in the table above, management estimates that the reasonably possible range of VIU is $14.7b n to $21.1 bn (2016: $10.8b n to $19.0b n).
Selected financial information of BoCom
The statutory accounting reference date of BoCom is 31 December. For the year ended 31 December 2017, HSBC included the associate’s results on the basis of financial statements for the 12 months ended 30 September 2017, taking into account changes in the subsequent period from 1 October 2017 to 31 December 2017 that would have materially affected the results.
Selected balance sheet information of BoCom
 
At 30 Sep
 
2017

2016

 
$m

$m

Cash and balances at central banks
146,029

137,844

Loans and advances to banks and other financial institutions
120,403

101,436

Loans and advances to customers
662,706

566,126

Other financial assets
386,067

311,207

Other assets
58,202

48,922

Total assets
1,373,407

1,165,535

Deposits by banks and other financial institutions
366,993

297,442

Customer accounts
747,882

680,915

Other financial liabilities
123,751

69,954

Other liabilities
32,568

27,860

Total liabilities
1,271,194

1,076,171

Total equity
102,213

89,364

Reconciliation of BoCom’s total shareholders’ equity to the carrying amount in HSBC’s consolidated financial statements
 
At 30 Sep
 
2017

2016

 
$m

$m

HSBC’s share of total shareholders’ equity
17,551

15,285

Goodwill and other intangible assets
506

480

Carrying amount
18,057

15,765

Selected income statement information of BoCom
 
For the 12 months ended 30 Sep
 
2017

2016

 
$m

$m

Net interest income
19,080

20,614

Net fee and commission income
5,698

5,493

Loan impairment charges
(4,286
)
(4,284
)
Depreciation and amortisation
(1,342
)
(1,216
)
Tax expense
(2,234
)
(2,800
)
Profit for the year
10,288

10,151

Other comprehensive income
(624
)
875

Total comprehensive income
9,664

11,026

Dividends received from BoCom
565

580

Summarised aggregate financial information for all associates excluding BoCom
 
2017

2016

 
$m

$m

Carrying amount
4,520

4,109

HSBC’s share of:




– total assets
20,625

20,757

– total liabilities
16,119

16,661

– revenues
1,051

923

– profit or loss from continuing operations
487

454

Joint ventures
At 31 December 2017, the carrying amount of HSBC’s interests in joint ventures was $167m (2016: $155m ).
Associates and joint ventures
For the year ended 31 December 2017, HSBC’s share of associates’ and joint ventures’ tax on profit was $440m (2016: $542m ). This is included within ‘Share of profit in associates and joint ventures’ in the ‘Consolidated income statement’.

HSBC Holdings plc
259



Notes on the Financial Statements

Movements in interests in associates and joint ventures
 
 
2017

2016

 
Footnote
$m

$m

At 1 Jan
 
20,029

19,139

Additions
 
60

76

Disposals
 
(67
)
(25
)
Share of results
 
2,375

2,354

Dividends
 
(740
)
(751
)
Exchange differences
 
1,144

(1,115
)
Share of other comprehensive income of associates and joint ventures
 
(43
)
54

Other movements
 
(14
)
297

At 31 Dec
1
22,744

20,029

1
Includes goodwill of $521m (2016: $488m ).
18
Investments in subsidiaries
Principal subsidiaries of HSBC Holdings

At 31 Dec 2017

Country of incorporation or registration
HSBC’s interest %


Share class
Europe



HSBC Bank plc
England and Wales
100
£1 Ordinary and Preferred Ordinary, $0.01 Non-cumulative third Dollar Preference Shares
HSBC France
France
99.99
€5 Actions
HSBC Assurances Vie (France)
France
99.99
287.50 EUR Ordinary shares
HSBC Private Banking Holdings (Suisse) SA
Switzerland
100
CHF1,000 Ordinary
HSBC Trinkaus & Burkhardt AG
Germany
80.67
Stückaktien no par value
Asia



Hang Seng Bank Limited
Hong Kong
62.14
HK$5 Ordinary
HSBC Bank Australia Limited
Australia
100
Ordinary no par value
HSBC Bank (China) Company Limited
PRC 4
100
CNY1 Ordinary
HSBC Bank Malaysia Berhad
Malaysia
100
RM0.50 Ordinary
HSBC Bank (Taiwan) Limited
Taiwan
100
TWD10 Ordinary
HSBC Life (International) Limited
Bermuda
100
HK$1 Ordinary
The Hongkong and Shanghai Banking Corporation Limited
Hong Kong
100
Ordinary no par value, CIP 1  and NIP 2
HSBC Bank (Singapore) Limited
Singapore
100
SGD100 Ordinary
Middle East and North Africa



HSBC Bank Middle East Limited
United Arab Emirates
100
$1 Ordinary and $1 CRP 3
HSBC Bank Egypt S.A.E.
Egypt
94.54
EGP84 Ordinary
North America



HSBC Bank Canada
Canada
100
Common no par value and Preference no par value
HSBC Bank USA, N.A.
USA
100
$100 Common and $0.01 Preference
HSBC Securities (USA) Inc.
USA
100
$0.05 Common
Latin America



HSBC Mexico, S.A., Institución de Banca Múltiple,
Grupo Financiero HSBC
Mexico
99.99
MXN2 Ordinary
1
Cumulative Irredeemable Preference shares.
2
Non-cumulative Irredeemable Preference shares.
3
Cumulative Redeemable Preference shares.
4
People’s Republic of China.

Details of the debt, subordinated debt and preference shares issued by the principal subsidiaries to parties external to the Group are included in Notes 24 ‘Debt securities in issue’, 27 ‘Subordinated liabilities’ and 30 ‘Non-controlling interests’, respectively.
A list of all related undertakings is set out on pages 288 to 297 . The principal countries of operation are the same as the countries of incorporation except for HSBC Life (International) Limited, which operates mainly in Hong Kong.
HSBC is structured as a network of regional banks and locally incorporated regulated banking entities. Each bank is separately capitalised in accordance with applicable prudential requirements and maintains a capital buffer consistent with the Group’s risk appetite for the relevant country or region. HSBC’s capital management process is incorporated in the Annual Operating Plan, which is approved by the Board.
HSBC Holdings is the primary provider of equity capital to its subsidiaries and also provides them with non-equity capital where necessary. These investments are substantially funded by HSBC Holdings’ issuance of equity and non-equity capital, and by profit retention. The reduction in HSBC Holdings investments in subsidiaries of $2,920m during the year (2016: $1,920m ) is driven by $4,070m return of capital from subsidiaries (2016: $3,898m ), $242m intra-group disposals (2016: $0m ), $352m of other movements including provisions (2016: $95m ) partially offset by $1,744m of new capital injections (2016: $2,073m ).

260
HSBC Holdings plc



As part of its capital management process, HSBC Holdings seeks to maintain a balance between the composition of its capital and its investment in subsidiaries. Subject to this, there is no current or foreseen impediment to HSBC Holdings’ ability to provide funding for such investments. During 2017, consistent with the Group’s capital plan, the Group’s subsidiaries did not experience any significant restrictions on paying dividends or repaying loans and advances. Also, there are no foreseen restrictions envisaged with regard to planned dividends or payments. However, the ability of subsidiaries to pay dividends or advance monies to HSBC Holdings depends on, among other things, their respective local regulatory capital and banking requirements, exchange controls, statutory reserves, and financial and operating performance.
The amount of guarantees by HSBC Holdings in favour of other Group entities is set out in Note 32 .
Information on structured entities consolidated by HSBC where HSBC owns less than 50% of the voting rights is included in Note 19 ‘Structured entities’. In each of these cases, HSBC controls and consolidates an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Subsidiaries with significant non-controlling interests

2017

2016

Hang Seng Bank Limited



Proportion of ownership interests and voting rights held by non-controlling interests
37.86%

37.86%

Place of business
Hong Kong

Hong Kong


$m

$m

Profit attributable to non-controlling interests
997

814

Accumulated non-controlling interests of the subsidiary
6,233

5,792

Dividends paid to non-controlling interests
594

811

Summarised financial information:




– total assets
186,638

175,242

– total liabilities
169,275

159,035

– net operating income before loan impairment
4,556

3,937

– profit for the year
2,632

2,148

– total comprehensive income for the year
2,895

2,044

19
Structured entities
HSBC is mainly involved with both consolidated and unconsolidated structured entities through the securitisation of financial assets, conduits and investment funds, established either by HSBC or a third party.
Consolidated structured entities
Total assets of HSBC’s consolidated structured entities, split by entity type

Conduits

Securitisations

HSBC
managed funds

Other

Total


$bn

$bn

$bn

$bn

$bn

At 31 Dec 2017
12.9

4.8

7.0

3.2

27.9

At 31 Dec 2016
15.8

5.7

4.8

3.7

30.0

Conduits
HSBC has established and manages two types of conduits: securities investment conduits (‘SICs’) and multi-seller conduits.
Securities investment conduits
The SICs purchase highly rated ABSs to facilitate tailored investment opportunities.
Solitaire – At 31 December 2017 , Solitaire, HSBC’s principal SIC held $3.2b n of ABSs ( 2016 : $4.7b n). These are included within the disclosures of ABSs on page 140 . It is currently funded entirely by commercial paper (‘CP’) issued to HSBC. Although HSBC continues to provide a liquidity facility, Solitaire has no need to draw on it as long as HSBC purchases its issued CP, which HSBC intends to do for the foreseeable future. At 31 December 2017 , HSBC held $4.6b n of CP ( 2016 : $6.1b n).
Mazarin, Barion and Malachite – All three SICs are now funded by medium-term notes, and are no longer funded by repurchase agreements. HSBC’s primary exposure to Mazarin, Barion and Malachite is represented by the amortised cost of the debt required to support the non-cash assets of the vehicles. At 31 December 2017 , this amounted to $0.9b n ( 2016 : $1.3b n). For all three SICs first loss protection is provided through the capital notes issued by these vehicles, which are held substantially by third parties.
Multi-seller conduit
HSBC’s multi-seller conduit was established to provide access to flexible market-based sources of finance for its clients. Currently, HSBC bears risk equal to the transaction-specific facility offered to the multi-seller conduit, amounting to $15.7b n at 31 December 2017 ( 2016 : $15.2b n (restated)). First loss protection is provided by the originator of the assets, and not by HSBC, through transaction-specific credit enhancements. A layer of secondary loss protection is provided by HSBC in the form of programme-wide enhancement facilities.
Securitisations
HSBC uses structured entities to securitise customer loans and advances it originates in order to diversify its sources of funding for asset origination and capital efficiency purposes. The loans and advances are transferred by HSBC to the structured entities for cash or synthetically through credit default swaps, and the structured entities issue debt securities to investors.
HSBC managed funds
HSBC has established a number of money market and non-money market funds. Where it is deemed to be acting as principal rather than agent in its role as investment manager, HSBC controls these funds.

HSBC Holdings plc
261



Notes on the Financial Statements

Other
HSBC has also entered into a number of transactions in the normal course of business which include asset and structured finance transactions where it has control of the structured entity. In addition, HSBC is deemed to control a number of third-party managed funds through its involvement as a principal in the funds.
Unconsolidated structured entities
The term ‘unconsolidated structured entities’ refers to all structured entities not controlled by HSBC. The Group enters into transactions with unconsolidated structured entities in the normal course of business to facilitate customer transactions and for specific investment opportunities.
Nature and risks associated with HSBC interests in unconsolidated structured entities

Securitisations

HSBC
managed funds

Non-HSBC
managed funds

Other

Total

Total asset values of the entities ($m)
 
 
 
 
 
0 – 500
78

321

930

210

1,539

500 – 2,000
6

56

578

3

643

2,000 – 5,000

17

235


252

5,000 – 25,000
2

10

104

1

117

25,000+

2

11


13

Number of entities at 31 Dec 2017
86

406

1,858

214

2,564

 
$bn

$bn

$bn

$bn

$bn

Total assets in relation to HSBC’s interests in the unconsolidated structured entities
4.0

9.1

9.3

4.1

26.5

– trading assets

0.2

0.2

2.4

2.8

– financial assets designated at fair value

8.0

8.3


16.3

– loans and advances to banks



0.1

0.1

– loans and advances to customers
4.0



1.1

5.1

– financial investments

0.9

0.8

0.1

1.8

– other assets



0.4

0.4

Total liabilities in relation to HSBC’s interests in the unconsolidated structured entities



0.3

0.3

– other liabilities



0.3

0.3

Other off balance sheet commitments

0.1

2.2

0.3

2.6

HSBC’s maximum exposure at 31 Dec 2017
4.0

9.2

11.5

4.4

29.1

 
 
 
 
 
 
Total asset values of the entities ($m)
 
 
 
 
 
0 – 500
93

374

1,104

95

1,666

500 – 2,000
10

43

498

5

556

2,000 – 5,000

22

187

2

211

5,000 – 25,000

8

72

2

82

25,000+

1

4

1

6

Number of entities at 31 Dec 2016
103

448

1,865

105

2,521

 
$bn

$bn

$bn

$bn

$bn

Total assets in relation to HSBC’s interests in the unconsolidated structured entities
2.4

7.1

8.3

6.2

24.0

– trading assets

0.4

0.1

2.1

2.6

– financial assets designated at fair value

5.9

7.5


13.4

– loans and advances to banks



0.4

0.4

– loans and advances to customers
2.4



3.2

5.6

– financial investments

0.8

0.7

0.2

1.7

– other assets



0.3

0.3

Total liabilities in relation to HSBC’s interests in the unconsolidated structured entities



0.2

0.2

– other liabilities



0.2

0.2

Other off balance sheet commitments


2.7

0.1

2.8

HSBC’s maximum exposure at 31 Dec 2016
2.4

7.1

11.0

6.3

26.8

The maximum exposure to loss from HSBC’s interests in unconsolidated structured entities represents the maximum loss it could incur as a result of its involvement with these entities regardless of the probability of the loss being incurred.
For commitments, guarantees and written credit default swaps, the maximum exposure to loss is the notional amount of potential future losses.
For retained and purchased investments in and loans to unconsolidated structured entities, the maximum exposure to loss is the carrying value of these interests at the balance sheet reporting date.
The maximum exposure to loss is stated gross of the effects of hedging and collateral arrangements entered into to mitigate HSBC’s exposure to loss.
Securitisations
HSBC has interests in unconsolidated securitisation vehicles through holding notes issued by these entities. In addition, HSBC has investments in ABSs issued by third-party structured entities as set out on page 140 .

262
HSBC Holdings plc



HSBC managed funds
HSBC establishes and manages money market funds and non-money market investment funds to provide customers with investment opportunities. Further information on funds under management is provided on page 83 .
HSBC, as fund manager, may be entitled to receive management and performance fees based on the assets under management. HSBC may also retain units in these funds.
Non-HSBC managed funds
HSBC purchases and holds units of third-party managed funds in order to facilitate business and meet customer needs. In addition to entities, asset and liability classes disclosed above HSBC enters into derivative contracts with Non-HSBC managed funds. These interests arise in the normal course of business for the facilitation of third-party transactions and risk management solutions. Note  14 provides information on derivatives entered into by HSBC.
Other
HSBC has established structured entities in the normal course of business, such as structured credit transactions for customers, to provide finance to public and private sector infrastructure projects, and for asset and structured finance transactions. In addition to entities, asset and liability classes disclosed above HSBC enters into derivative contracts with Other Structured Entities. These interests arise in the normal course of business for the facilitation of third-party transactions and risk management solutions. Note  14 provides information on derivatives entered into by HSBC.
HSBC sponsored structured entities
The amount of assets transferred to and income received from such sponsored entities during 2017 and 2016 were not significant.
20
Goodwill and intangible assets


2017

2016


Footnote
$m

$m

Goodwill

13,588

12,330

Present value of in-force long-term insurance business

6,610

6,502

Other intangible assets
1
3,255

2,514

At 31 Dec

23,453

21,346

1
Included within other intangible assets is internally generated software with a net carrying value of $ 2,641m (2016: $ 1,982m ).
Movement analysis of goodwill

2017

2016


$m

$m

Gross amount




At 1 Jan
21,445

22,187

Exchange differences
1,490

(562
)
Reclassified to held for sale

(183
)
Other
(33
)
3

At 31 Dec
22,902

21,445

Accumulated impairment losses




At 1 Jan
(9,115
)
(5,893
)
Impairment losses

(3,240
)
Exchange differences
(327
)

Other
128

18

At 31 Dec
(9,314
)
(9,115
)
Net carrying amount at 31 Dec
13,588

12,330

Impairment testing
The Group’s impairment test in respect of goodwill allocated to each cash generating unit (‘CGU’) is performed as at 1 July each year. A review for indicators of impairment is undertaken at each subsequent quarter-end and as at 31 December 2017. No indicators of impairment were identified as part of these reviews.
Basis of the recoverable amount
The recoverable amount of all CGUs to which goodwill has been allocated was equal to its value in use (‘VIU’) at each respective testing date for 2016 and 2017. For each CGU, the VIU is calculated by discounting management’s cash flow projections for the CGU. The key assumptions used in the VIU calculation for each significant CGU are discussed below.

HSBC Holdings plc
263



Notes on the Financial Statements

Key assumptions in VIU calculation


Goodwill at
1 Jul 2017

Discount
rate
Nominal growth rate beyond initial cash flow projections
Goodwill at
1 Jul 2016

Discount
rate
Nominal
growth rate beyond initial cash flow projections

Footnote
$m

%
%
$m

%
%
Cash-generating unit







Europe







RBWM

3,508

8.9
3.7
3,446

8.9
3.6
CMB

2,570

9.9
3.6
2,517

9.7
3.8
Global







GB&M
1
4,000

10.6
5.8
n/a

n/a
n/a
1
Subsequent to the 1 July 2016 annual test the CGU for Global Banking and Markets was amended from a regional to a global basis. The first formal impairment test for this CGU was performed as at 1 July 2017.
At 1 July 2017, aggregate goodwill of $3,059m (1 July 2016: $3,025m ) had been allocated to CGUs that were not considered individually significant. The Group’s CGUs do not carry on their balance sheets any significant intangible assets with indefinite useful lives, other than goodwill.
Management’s judgement in estimating the cash flows of a CGU
The cash flow projections for each CGU are based on plans approved by the GMB. For the goodwill impairment test conducted at 1 July 2017, management’s cash flow projections until the end of 2021 were used.
Discount rate
The rate used to discount the cash flows is based on the cost of capital assigned to each CGU, which is derived using a capital asset pricing model (‘CAPM’). CAPM depends on a number of inputs reflecting financial and economic variables, including the risk-free rate and a premium to reflect the inherent risk of the business being evaluated. These variables are based on the market’s assessment of the economic variables and management’s judgement. The discount rates for each CGU are refined to reflect the rates of inflation for the countries within which the CGU operate. In addition, for the purposes of testing goodwill for impairment, management supplements this process by comparing the discount rates derived using the internally generated CAPM, with cost of capital rates produced by external sources for businesses operating in similar markets.
Nominal long-term growth rate
The long-term growth rate is used to extrapolate the cash flows in perpetuity because of the long-term perspective within the Group of business units making up the CGUs. These growth rates reflect GDP and inflation for the countries within which the CGU operates or derives revenue from.
Sensitivities of key assumptions in calculating VIU
At 1 July 2017, none of the CGUs were sensitive to reasonably possible adverse changes in key assumptions supporting the recoverable amount. In making an estimate of reasonably possible changes to assumptions, management considers the available evidence in respect of each input to the model such as the external range of discount rates observable, historical performance against forecast and risks attaching to the key assumptions underlying cash flow projections.
Present value of in-force long-term insurance business
When calculating the present value of in-force insurance business (‘PVIF’), expected cash flows are projected after adjusting for a variety of assumptions made by each insurance operation to reflect local market conditions and management’s judgement of future trends, and uncertainty in the underlying assumptions is reflected by applying margins (as opposed to a cost of capital methodology). Variations in actual experience and changes to assumptions can contribute to volatility in the results of the insurance business.
Actuarial Control Committees of each key insurance entity meet on a quarterly basis to review and approve PVIF assumptions. All changes to non-economic assumptions, economic assumptions that are not observable and model methodology must be approved by the Actuarial Control Committee.
Movements in PVIF


2017

2016


Footnotes
$m

$m

PVIF at 1 Jan

6,502

5,685

Change in PVIF of long-term insurance business

24

902

– value of new business written during the year

919

900

– expected return
1
(599
)
(532
)
– assumption changes and experience variances (see below)

(280
)
513

– other adjustments

(16
)
21

Transfer of assets classified as held for sale
2

(45
)
Exchange differences and other

84

(40
)
PVIF at 31 Dec

6,610

6,502

1
‘Expected return’ represents the unwinding of the discount rate and reversal of expected cash flows for the period.
2
Relates to the Brazilian insurance operations which were classified as held for sale in 2015.

264
HSBC Holdings plc



Assumption changes and experience variances
Included within this line item are:
$(98)m (2016: $279m ), directly offsetting regulatory-driven changes to the valuation of liabilities under insurance contracts.
$(141)m (2016: $301m ), reflecting the future expected sharing of returns with policyholders on contracts with discretionary participation features (‘DPF’), to the extent this sharing is not already included in liabilities under insurance contracts.
$(41)m (2016: $(67)m ), driven by other assumptions changes and experience variances.
Key assumptions used in the computation of PVIF for main life insurance operations
Economic assumptions are set in a way that is consistent with observable market values. The valuation of PVIF is sensitive to observed market movements and the impact of such changes is included in the sensitivities presented below.

2017
2016

Hong Kong
France 1
Hong Kong
France 1

%
%
%
%
Weighted average risk-free rate
2.02
1.50
2.09
0.99
Weighted average risk discount rate
6.20
2.20
6.34
1.84
Expense inflation
3.00
1.48
3.00
1.66
1
For 2017, the calculation of France’s PVIF assumes a risk discount rate of 2.20% (2016: 1.84% ) plus a risk margin of $80m (2016: $101m ).
Sensitivity to changes in economic assumptions
The Group sets the risk discount rate applied to the PVIF calculation by starting from a risk-free rate curve and adding explicit allowances for risks not reflected in the best estimate cash flow modelling. Where the insurance operations provide options and guarantees to policyholders the cost of these options and guarantees is an explicit reduction to PVIF, unless it is already allowed for as an explicit addition to the technical provisions required by regulators. See page 160 for further details of these guarantees and the impact of changes in economic assumptions on our insurance manufacturing subsidiaries.
Sensitivity to changes in non-economic assumptions
Policyholder liabilities and PVIF are determined by reference to non-economic assumptions including mortality and/or morbidity, lapse rates and expense rates. See page 161 for further details on the impact of changes in non-economic assumptions on our insurance manufacturing operations.
21
Prepayments, accrued income and other assets

2017

2016


$m

$m

Prepayments and accrued income
7,929

7,335

Assets held for sale
781

4,389

Bullion
13,128

15,406

Endorsements and acceptances
9,750

8,574

Reinsurers’ share of liabilities under insurance contracts (Note 3)
2,471

1,820

Employee benefit assets (Note 5)
8,752

4,714

Other accounts
14,353

12,298

Property, plant and equipment
10,027

9,373

At 31 Dec
67,191

63,909

Prepayments, accrued income and other assets include $30,431m (2016: $26,927m ) of financial assets, the majority of which are measured at amortised cost.
22
Trading liabilities
 
 
2017

2016

 
Footnotes
$m

$m

Deposits by banks
1
23,297

24,827

Customer accounts
1, 2
52,595

45,085

Other debt securities in issue (Note 24)
3
40,734

32,656

Other liabilities – net short positions in securities
 
67,735

51,123

At 31 Dec
 
184,361

153,691

1
‘Deposits by banks’ and ‘Customer accounts’ include repos, settlement accounts, stock lending, cash collateral and margin accounts relating to trading activities.
2
Structured deposits placed at HSBC Bank USA and HSBC Trust Company (Delaware) National Association are insured by the Federal Deposit Insurance Corporation, a US government agency, up to $250,000 per depositor.
3
‘Other debt securities in issue’ comprises structured notes issued by HSBC for which market risks are actively managed as part of trading portfolios.
At 31 December 2017, the cumulative amount of change in fair value attributable to changes in HSBC’s credit risk was a loss of $543 m (2016: gain of $2 m).

HSBC Holdings plc
265



Notes on the Financial Statements

23
Financial liabilities designated at fair value
HSBC

2017

2016


$m

$m

Deposits by banks and customer accounts
145

135

Liabilities to customers under investment contracts
5,635

6,002

Debt securities in issue (Note 24)
64,359

57,112

Subordinated liabilities (Note 27)
23,831

23,172

Preferred securities (Note 27)
459

411

At 31 Dec
94,429

86,832

The carrying amount of financial liabilities designated at fair value was $5,343 m more than the contractual amount at maturity ( 2016 $4,413 m more). The cumulative own credit loss recognised was $4,107 m ( 2016 : loss of $1,672 m).
HSBC Holdings

2017

2016


$m

$m

Debt securities in issue (Note 24)
17,496

16,766

Subordinated liabilities (Note 27)
13,394

13,347

At 31 Dec
30,890

30,113

The carrying amount of financial liabilities designated at fair value was $ 3,370m more than the contractual amount at maturity
(2016: $
2,681m more). The cumulative amount of change in fair value attributable to changes in credit risk was a loss of
$
2,209m (2016: loss of $ 1,202m ).
24
Debt securities in issue
HSBC

2017

2016


$m

$m

Bonds and medium-term notes
146,539

133,721

Other debt securities in issue
23,100

21,962

Total debt securities in issue
169,639

155,683

Included within:




– trading liabilities (Note 22)
(40,734
)
(32,656
)
– financial liabilities designated at fair value (Note 23)
(64,359
)
(57,112
)
At 31 Dec
64,546

65,915

HSBC Holdings
 
2017

2016

 
$m

$m

Debt securities
51,754

38,571

Included within:




– financial liabilities designated at fair value (Note 23)
(17,496
)
(16,766
)
At 31 Dec
34,258

21,805

25
Accruals, deferred income and other liabilities

2017

2016


$m

$m

Accruals and deferred income
11,521

10,770

Endorsements and acceptances
9,746

8,567

Employee benefit liabilities (Note 5)
2,152

2,681

Liabilities of disposal groups held for sale
1,286

2,790

Other liabilities
21,202

19,483

At 31 Dec
45,907

44,291

Accruals, deferred income and other liabilities include $ 34,048m (2016: $ 30,932m ) of financial liabilities, the majority of which are measured at amortised cost.

266
HSBC Holdings plc



26
Provisions
 
Restructuring
costs

Contractual
commitments

Legal proceedings
and regulatory
matters

Customer
remediation

Other
provisions

Total

 
$m

$m

$m

$m

$m

$m

At 1 Jan 2017
551

298

2,436

1,124

364

4,773

Additions
204

87

829

820

280

2,220

Amounts utilised
(353
)
(3
)
(850
)
(543
)
(133
)
(1,882
)
Unused amounts reversed
(103
)
(135
)
(980
)
(52
)
(107
)
(1,377
)
Unwinding of discounts

(1
)


9

8

Exchange and other movements
35

7

66

105

56

269

At 31 Dec 2017
334

253

1,501

1,454

469

4,011

 
 
 
 
 
 
 
At 1 Jan 2016
463

240

3,174

1,340

335

5,552

Additions
415

141

1,258

762

208

2,784

Amounts utilised
(168
)
(1
)
(1,831
)
(680
)
(118
)
(2,798
)
Unused amounts reversed
(115
)
(97
)
(165
)
(94
)
(96
)
(567
)
Unwinding of discounts




6

6

Exchange and other movements
(44
)
15


(204
)
29

(204
)
At 31 Dec 2016
551

298

2,436

1,124

364

4,773

Further details of ‘Legal proceedings and regulatory matters’ are set out in Note 34 . Legal proceedings include civil court, arbitration or tribunal proceedings brought against HSBC companies (whether by way of claim or counterclaim); or civil disputes that may, if not settled, result in court, arbitration or tribunal proceedings. Regulatory matters refers to investigations, reviews and other actions carried out by, or in response to the actions of, regulators or law enforcement agencies in connection with alleged wrongdoing by HSBC.
Customer remediation refers to HSBC’s activities to compensate customers for losses or damages associated with a failure to comply with regulations or to treat customers fairly. Customer remediation is often initiated by HSBC in response to customer complaints and/or industry developments in sales practices, and is not necessarily initiated by regulatory action. Further details of customer remediation are set out in this note.
Payment protection insurance
$1,174m (2016: $ 919m ) relating to the estimated liability for redress in respect of the possible mis-selling of Payment Protection Insurance (‘PPI’) policies in previous years. Cumulative provisions made since the Judicial Review ruling in the first half of 2011 amount to $ 5.1bn , of which $3.9bn had been paid at 31 December 2017.
An increase in provisions of $637m was recognised during the year, primarily reflecting an adjustment to expected future complaint volumes; in light of additional detail becoming available around the likely impact and profile of regulatory media campaigns during the remainder of the period during which complaints could be received.
The estimated liability for redress is calculated on the basis of the total premiums paid by the customer plus simple interest of 8% per annum (or the rate inherent in the related loan product where higher). The basis for calculating the redress liability is the same for single premium and regular premium policies. Future estimated redress levels are based on the historically observed redress per policy.
A total of 5.4 million PPI policies have been sold since 2000, generating estimated revenues of $3.3bn at 2017. The gross written premiums on these policies was approximately $4.4bn .
At 31 December 2017, the estimated total complaints expected to be received were 2.2 million , representing 41% of total policies sold. It is estimated that contact will be made with regard to 2.6 million policies, representing 48% of total policies sold. This estimate includes inbound complaints as well as the group’s proactive contact exercise on certain policies (‘outbound contact’).
The following table details the cumulative number of complaints received at 31 December 2017 and the number of claims expected in the future:
Cumulative PPI complaints received to 31 December 2017 and future claims expected
 
Footnotes
Cumulative actual to
31 Dec 2017

Future
expected

Inbound complaints (000s of policies)
1
1,555

363

Outbound contact (000s of policies)
 
685


Response rate to outbound contact
 
44%

n/a

Average uphold rate per claim
2
76%

84%

Average redress per claim ($)
 
2,564

3,029

Complaints to Financial Ombudsman Service (000s of policies)
 
144

26

Average uphold rate per Financial Ombudsman Service claim
 
40%

47%

1
Excludes invalid claims for which no PPI policy exists.
2
Claims include inbound and responses to outbound contact.
A 100,000 increase/decrease in the total inbound complaints would increase/decrease the redress provision by approximately $194m at 2017 average exchange rates.


HSBC Holdings plc
267



Notes on the Financial Statements

27
Subordinated liabilities
HSBC’s subordinated liabilities
 
 
 
2017

2016

 
$m

$m

At amortised cost
19,826

20,984

– subordinated liabilities
17,988

19,230

– preferred securities
1,838

1,754

Designated at fair value (Note 23)
24,290

23,583

– subordinated liabilities
23,831

23,172

– preferred securities
459

411

At 31 Dec
44,116

44,567

Issued by HSBC subsidiaries
15,470

16,860

Issued by HSBC Holdings
28,646

27,707

Subordinated liabilities rank behind senior obligations and generally count towards the capital base of HSBC. Capital securities may be called and redeemed by HSBC subject to prior notification to the PRA and, where relevant, the consent of the local banking regulator. If not redeemed at the first call date, coupons payable may step up or become floating rate based on interbank rates. On capital securities other than floating rate notes, interest is payable at fixed rates of up to 10.176% .
The balance sheet amounts disclosed below are presented on an IFRS basis and do not reflect the amount that the instruments contribute to regulatory capital principally due to regulatory amortisation and regulatory eligibility limits.

268
HSBC Holdings plc



HSBC’s subordinated liabilities in issue
 
 
 
 
2017

2016

 
Footnotes
First call date

Maturity date
$m

$m

Additional tier 1 capital securities guaranteed by HSBC Holdings plc
1
 
 
 
 
$900m
10.176% non-cumulative step-up perpetual preferred securities, series 2
 
Jun 2030

 
892

891

 
 
 
 
 
892

891

Additional tier 1 capital securities guaranteed by HSBC Bank plc
1
 
 
 
 
£300m
5.862% non-cumulative step-up perpetual preferred securities
 
Apr 2020

 
459

411

£700m
5.844% non-cumulative step-up perpetual preferred securities
 
Nov 2031

 
946

863

 
 
 
 
 
1,405

1,274

Tier 2 securities issued by HSBC Bank plc
 
 
 
 
 
$750m
Undated floating rate primary capital notes
 
Jun 1990

 
750

750

$500m
Undated floating rate primary capital notes
 
Sep 1990

 
500

500

$300m
Undated floating rate primary capital notes, series 3
 
Jun 1992

 
300

300

$300m
7.65% subordinated notes
 

May 2025
375

372

 
 
 
 
 
 
 
£350m
5.00% callable subordinated notes
2
Mar 2018

Mar 2023
496

466

£300m
6.50% subordinated notes
 

Jul 2023
405

369

£350m
5.375% callable subordinated step-up notes
3
Nov 2025

Nov 2030
584

489

£500m
5.375% subordinated notes
 

Aug 2033
912

750

£225m
6.25% subordinated notes
 

Jan 2041
303

276

£600m
4.75% subordinated notes
 

Mar 2046
802

731

 
 
 
 
 
5,427

5,003

Tier 2 securities issued by The Hongkong and Shanghai Banking Corporation Ltd
 
 
 
 
 
$400m
Primary capital undated floating rate notes (third series)
 
Jul 1991

 
400

400

 
 
 
 
 
400

400

Tier 2 securities issued by HSBC Bank Malaysia Berhad
 
 
 
 
 
MYR500m
4.35% subordinated bonds
4
Jun 2017

Jun 2022

112

MYR500m
5.05% subordinated bonds
 
Nov 2022

Nov 2027
123

112

 
 
 
 
 
123

224

Tier 2 securities issued by HSBC USA Inc.
 
 
 
 
 
$750m
5.00% subordinated notes
 

Sep 2020
748

748

$250m
7.20% subordinated debentures
 

Jul 2097
221

220

 
Other subordinated liabilities each less than $150m
5
 
 
277

284

 
 
 
 
 
1,246

1,252

Tier 2 securities issued by HSBC Bank USA, N.A.
 
 
 
 
 
$500m
6.00% subordinated notes
 

Aug 2017

498

$1,250m
4.875% subordinated notes
 

Aug 2020
1,236

1,257

$1,000m
5.875% subordinated notes
 

Nov 2034
1,272

1,137

$750m
5.625% subordinated notes
 

Aug 2035
955

862

$700m
7.00% subordinated notes
 

Jan 2039
700

701

 
 
 
 
 
4,163

4,455

Tier 2 securities issued by HSBC Finance Corporation
 
 
 
 
 
$2,939m
6.676% senior subordinated notes
6

Jan 2021
1,092

2,192

 
 
 
 
 
 
 
Tier 2 securities issued by HSBC Bank Canada
 
 
 
 
 
CAD400m
4.80% subordinated debentures
4
Apr 2017

Apr 2022

299

 
Other subordinated liabilities each less than $150m
 
Oct 1996

Nov 2083
31

29

 
 
 
 
 
31

328

Securities issued by HSBC Mexico, S.A.
 
 
 
 
 
$300m
Non-convertible subordinated obligations
7, 8
Jun 2014

Jun 2019
240

240

 
Other subordinated liability less than $150m
7, 9
 
 
115

198

 
 
 
 
 
355

438

Securities issued by other HSBC subsidiaries
 
 
 
 
 
Other subordinated liabilities each less than $200m
5
 
 
336

403

Subordinated liabilities issued by HSBC subsidiaries at 31 Dec
 
 
 
15,470

16,860

1
See paragraph below, ‘Guaranteed by HSBC Holdings or HSBC Bank plc’.
2
In January 2018, HSBC gave notice it will redeem these securities.
3
The interest rate payable after November 2025 is the sum of the three-month sterling Libor plus 1.50% percentage points.
4
In 2017 HSBC redeemed these securities.
5
Some securities included here are ineligible for inclusion in the capital base of HSBC.
6
HSBC tendered for these securities in 2017. In January 2018 a further tender was conducted. The principal balance is now $509m .
7
These securities are ineligible for inclusion in the capital base of HSBC.
8
Approximately $60m of these securities are held by HSBC Holdings.
9
In February 2018, HSBC gave notice it will redeem these securities.

HSBC Holdings plc
269



Notes on the Financial Statements

HSBC Holdings
 
2017

2016

 
$m

$m

At amortised cost
15,877

15,189

Designated at fair value (Note 23)
13,394

13,347

At 31 Dec
29,271

28,536

HSBC Holdings’ subordinated liabilities
 
 
First call

Maturity
2017

2016

 
Footnotes
date

date
$m

$m

Tier 2 securities issued by HSBC Holdings plc
 
 
 
 
 
Amounts owed to third parties
 
 
 
 
 
$2,000m
4.25% subordinated notes
2,4

 Mar 2024
2,038

2,060

$1,500m
4.25% subordinated notes
2

Jun 2025
1,586

1,539

$1,500m
4.375% subordinated notes
2

 Nov 2026
1,580

1,520

$488m
7.625% subordinated notes
1

May 2032
553

528

$222m
7.35% subordinated notes
1

Nov 2032
248

278

$2,000m
6.5% subordinated notes
1

May 2036
2,042

2,029

$2,500m
6.5% subordinated notes
1

Sep 2037
3,365

3,170

$1,500m
6.8% subordinated notes
1

Jun 2038
1,489

1,487

$1,500m
5.25% subordinated notes
2,4

Mar 2044
1,755

1,747

 
 
 
 
 
 
 
£900m
6.375% subordinated notes
1,3
Oct 2017

Oct 2022

1,163

£650m
5.75% subordinated notes
2

Dec 2027
1,114

932

£650m
6.75% subordinated notes
2

Sep 2028
873

793

£750m
7.0% subordinated notes
2

Apr 2038
1,043

971

£900m
6.0% subordinated notes
2

Mar 2040
1,199

1,086

 
 
 
 
 
 
 
€1,600m
6.25% subordinated notes
2

Mar 2018
1,918

1,693

€1,750m
6.0% subordinated notes
2

Jun 2019
2,349

2,168

€1,500m
3.375% subordinated notes
2,4
Jan 2019

Jan 2024
1,827

1,626

€1,500m
3.0% subordinated notes
2

Jun 2025
2,037

1,716

€1,000m
3.125% subordinated notes
2

Jun 2028
1,363

1,139







28,379

27,645

Amounts owed to HSBC undertakings








$900m
10.176% subordinated step-up cumulative notes

Jun 2030

Jun 2040
892

891







892

891

At 31 Dec




29,271

28,536

1
Amounts owed to third parties represent securities included in the capital base of HSBC as tier 2 securities in accordance with the grandfathering provisions under CRD IV rules.
2
These securities are included in the capital base of HSBC as fully CRD IV compliant tier 2 securities on an end point basis.
3
In 2017, HSBC redeemed these securities.
4
These subordinated notes are measured at amortised cost in HSBC Holdings, where the interest rate risk is hedged using a fair value hedge, while they are measured at fair value in the Group.
Additional tier 1 capital securities
Additional tier 1 capital securities are perpetual subordinated securities on which coupon payments may be deferred or cancelled at the discretion of HSBC. The securities presented in this Note are accounted for as liabilities because HSBC has an obligation to pay dividends in perpetuity. See Note 31 for additional tier 1 capital securities accounted for as equity.
The additional tier 1 securities presented in this section do not meet the identifying criteria in full for recognition as tier 1 capital under CRD IV but are eligible as regulatory capital subject to grandfathering limits and progressive phase-out.
Guaranteed by HSBC Holdings or HSBC Bank plc
These capital securities were issued by the Jersey limited partnerships and proceeds lent to the respective guarantors by the limited partnerships in the form of subordinated notes. They qualify as additional tier 1 capital for HSBC under CRD IV by virtue of the application of grandfathering provisions, and the two capital securities guaranteed by HSBC Bank plc (‘HSBC Bank’) also qualify as additional tier 1 capital for HSBC Bank (on a solo and a consolidated basis) under CRD IV by virtue of the same grandfathering process.
These preferred securities, together with the guarantee, are intended to provide investors with economic rights equivalent to the rights that they would have had if they had purchased non-cumulative perpetual preference shares of the relevant issuer. There are limitations on the payment of distributions if such payments are prohibited under UK banking regulations or other requirements, if a payment would cause a breach of HSBC’s capital adequacy requirements or if HSBC Holdings or HSBC Bank has insufficient distributable reserves (as defined).
HSBC Holdings and HSBC Bank have individually covenanted that if prevented under certain circumstances from paying distributions on the preferred securities in full, they will not pay dividends or other distributions in respect of their ordinary shares, or repurchase or redeem their ordinary shares, until the distribution on the preferred securities has been paid in full.
Preference shares of HSBC Holdings that have economic terms equal in all material respects to the preferred securities and their guarantee together will be substituted for the preferred securities guaranteed by HSBC Holdings if the total capital ratio of HSBC Holdings falls below the regulatory minimum required, or the Directors expect it to in the near term.
Preference shares of HSBC Bank that have economic terms equal in all material respects to the preferred securities and their guarantee together will be substituted for the preferred securities guaranteed by HSBC Bank if any of the two issues of preferred securities are

270
HSBC Holdings plc



outstanding in April 2049 or November 2048, respectively; or the total capital ratio of HSBC Bank on a solo and consolidated basis falls below the regulatory minimum required, or the Directors expect it to in the near term.
Tier 2 capital securities
These capital securities are included within HSBC’s regulatory capital base as tier 2 capital under CRD IV by virtue of the application of grandfathering provisions (with the exception of identified securities that are compliant with CRD IV end point rules). Tier 2 capital securities are either perpetual or dated subordinated securities on which there is an obligation to pay coupons. In accordance with CRD IV, the capital contribution of all tier 2 securities is amortised for regulatory purposes in their final five years before maturity.
28
Maturity analysis of assets, liabilities and off-balance sheet commitments
The table on page 272 provides an analysis of consolidated total assets, liabilities and off-balance sheet commitments by residual contractual maturity at the balance sheet date. These balances are included in the maturity analysis as follows:
Trading assets and liabilities (including trading derivatives but excluding reverse repos, repos and debt securities in issue) are included in the ‘Due not more than 1 month’ time bucket, because trading balances are typically held for short periods of time.
Financial assets and liabilities with no contractual maturity (such as equity securities) are included in the ‘Due over 5 years’ time bucket. Undated or perpetual instruments are classified based on the contractual notice period which the counterparty of the instrument is entitled to give. Where there is no contractual notice period, undated or perpetual contracts are included in the ‘Due over 5 years’ time bucket.
Non-financial assets and liabilities with no contractual maturity are included in the ‘Due over 5 years’ time bucket.
Financial instruments included within assets and liabilities of disposal groups held for sale are classified on the basis of the contractual maturity of the underlying instruments and not on the basis of the disposal transaction.
Liabilities under insurance contracts are included in the ‘Due over 5 years’ time bucket. Liabilities under investment contracts are classified in accordance with their contractual maturity. Undated investment contracts are included in the ‘Due over 5 years’ time bucket, however, such contracts are subject to surrender and transfer options by the policyholders.
Loan and other credit-related commitments are classified on the basis of the earliest date they can be drawn down. Application of this policy throughout the Group was improved in 2017, and therefore comparative information has been represented.

HSBC Holdings plc
271



Notes on the Financial Statements

HSBC
Maturity analysis of assets, liabilities and off-balance sheet commitments
 
Due not
more than
1 month

Due over
1 month
but not
more than
3 months

Due over
3 months
but not
more than
6 months

Due over
6 months
but not
more than
9 months

Due over
9 months
but not
more than
1 year

Due over
1 year
but not
more than
2 years

Due over
2 years
but not
more than
5 years

Due over
5 years

Total

 
$m

$m

$m

$m

$m

$m

$m

$m

$m

Financial assets
 
 
 
 
 
 
 
 
 
Cash and balances at central banks
180,624








180,624

Items in the course of collection from other banks
6,628








6,628

Hong Kong Government certificates of indebtedness
34,186








34,186

Trading assets
284,781

1,432

642


1,140




287,995

Financial assets designated at fair value
612

93

230

162

197

556

2,068

25,546

29,464

Derivatives
218,103

162

97

124

42

234

592

464

219,818

Loans and advances to banks
61,968

10,665

4,212

2,344

1,502

5,799

2,491

1,412

90,393

Loans and advances to customers
195,577

65,469

49,860

34,107

37,176

93,065

218,784

268,926

962,964

– personal
42,593

9,126

8,483

7,441

7,492

23,552

61,238

214,837

374,762

– corporate and commercial
124,669

50,532

36,046

22,932

26,577

61,785

144,451

49,762

516,754

– financial
28,315

5,811

5,331

3,734

3,107

7,728

13,095

4,327

71,448

Reverse repurchase agreements
– non-trading
144,244

30,289

7,951

2,194

3,960

1,072

4,598

7,245

201,553

Financial investments
31,981

51,487

31,634

13,446

17,647

40,582

90,366

111,933

389,076

Accrued income and other financial assets
19,259

5,795

2,050

358

411

652

513

2,046

31,084

Financial assets at 31 Dec 2017
1,177,963

165,392

96,676

52,735

62,075

141,960

319,412

417,572

2,433,785

Non-financial assets







87,986

87,986

Total assets at 31 Dec 2017
1,177,963

165,392

96,676

52,735

62,075

141,960

319,412

505,558

2,521,771

Off-balance sheet commitments received
 
 
 
 
 
 
 
 


Loan and other credit-related commitments
2,431


3,335



133



5,899

Financial liabilities
 
 
 
 
 
 
 
 

Hong Kong currency notes in circulation
34,186








34,186

Deposits by banks
56,829

1,961

1,097

616

157

361

7,393

1,508

69,922

Customer accounts 1
1,269,003

44,129

21,596

11,570

10,757

4,527

2,257

623

1,364,462

– personal
648,040

22,938

13,489

6,810

5,727

2,753

1,557

119

701,433

– corporate and commercial
458,937

16,496

6,983

3,712

3,970

1,705

641

451

492,895

– financial
162,026

4,695

1,124

1,048

1,060

69

59

53

170,134

Repurchase agreements
– non-trading
113,208

14,042

1,592

160



1,000


130,002

Items in the course of transmission to other banks
6,850








6,850

Trading liabilities
145,028

2,026

2,177

2,130

3,077

5,038

12,814

12,071

184,361

Financial liabilities designated at
fair value
80

281

2,094

271

2,798

4,215

22,468

62,222

94,429

– debt securities in issue: covered bonds



209


212

2,494

1,654

4,569

– debt securities in issue: unsecured
55

95

2,087

62

2,797

1,654

19,505

33,535

59,790

– subordinated liabilities and preferred securities





2,349

459

21,482

24,290

– other
25

186

7


1


10

5,551

5,780

Derivatives
213,011

79

141

140

202

504

1,107

1,637

216,821

Debt securities in issue
6,081

6,295

5,228

5,795

9,240

6,725

22,767

2,415

64,546

– covered bonds




1

3

10

34

48

– otherwise secured
3,479

4



1,000

1,100

914

1,193

7,690

– unsecured
2,602

6,291

5,228

5,795

8,239

5,622

21,843

1,188

56,808

Accruals and other financial liabilities
18,009

9,547

2,798

749

717

1,007

1,569

938

35,334

Subordinated liabilities

1,918

73

36

132

273

3,595

13,799

19,826

Total financial liabilities at
31 Dec 2017
1,862,285

80,278

36,796

21,467

27,080

22,650

74,970

95,213

2,220,739

Non-financial liabilities







103,161

103,161

Total liabilities at 31 Dec 2017
1,862,285

80,278

36,796

21,467

27,080

22,650

74,970

198,374

2,323,900

Off-balance sheet commitments given
 
 
 
 
 
 
 
 


Loan and other credit-related commitments
628,070

38,736

3,310

1,777

4,087

3,436

3,824

2,349

685,589

– personal
187,545

2,001

340

343

1,583

1,033

952

513

194,310

– corporate and commercial
388,778

32,011

2,782

1,322

2,309

2,403

2,804

1,716

434,125

– financial
51,747

4,724

188

112

195


68

120

57,154


272
HSBC Holdings plc



Maturity analysis of assets, liabilities and off-balance sheet commitments (continued)
 
Due not
more than
1 month

Due over
1 month
but not
more than
3 months

Due over
3 months
but not
more than
6 months

Due over
6 months
but not
more than
9 months

Due over
9 months
but not
more than
1 year

Due over
1 year
but not
more than
2 years

Due over
2 years
but not
more than
5 years

Due over
5 years

Total

 
$m

$m

$m

$m

$m

$m

$m

$m

$m

Financial assets
 
 
 
 
 
 
 
 
 
Cash and balances at central banks
128,009








128,009

Items in the course of collection from other banks
5,003








5,003

Hong Kong Government certificates of indebtedness
31,228








31,228

Trading assets
232,550

758

230

415

1,172




235,125

Financial assets designated at fair value
176

182

75

178

363

749

2,486

20,547

24,756

Derivatives
287,749

149

207

96

110

704

1,056

801

290,872

Loans and advances to banks
59,636

13,404

4,494

2,375

1,765

2,879

2,298

1,275

88,126

Loans and advances to customers
167,531

61,693

47,664

30,115

30,362

85,144

192,787

246,208

861,504

– personal
39,295

7,812

6,723

5,928

6,799

22,664

53,620

194,985

337,826

– corporate and commercial
108,906

48,333

35,180

21,317

19,573

54,739

126,890

45,271

460,209

– financial
19,330

5,548

5,761

2,870

3,990

7,741

12,277

5,952

63,469

Reverse repurchase agreements
– non-trading
115,942

25,525

10,378

5,220

2,350

479

1,080


160,974

Financial investments
36,932

59,826

30,403

16,800

19,564

50,255

104,933

118,084

436,797

Accrued income and other financial assets
16,885

8,050

1,737

407

462

421

1,033

1,907

30,902

Financial assets at 31 Dec 2016
1,081,641

169,587

95,188

55,606

56,148

140,631

305,673

388,822

2,293,296

Non-financial assets







81,690

81,690

Total assets at 31 Dec 2016
1,081,641

169,587

95,188

55,606

56,148

140,631

305,673

470,512

2,374,986

Off-balance sheet commitments received
 
 
 
 
 
 
 
 
 
Loan and other credit-related commitments
2,813


2,050



110



4,973

Financial liabilities
 
 
 
 
 
 
 
 
 
Hong Kong currency notes in circulation
31,228








31,228

Deposits by banks
46,306

4,075

2,085

665

489

422

4,842

1,055

59,939

Customer accounts 1
1,180,641

45,245

19,187

10,277

8,325

4,709

3,500

502

1,272,386

– personal
590,654

22,222

12,024

5,823

4,786

3,484

2,483

121

641,597

– corporate and commercial
436,666

17,460

6,178

3,951

3,082

1,200

967

360

469,864

– financial
153,321

5,563

985

503

457

25

50

21

160,925

Repurchase agreements – non-trading
82,330

2,707

2,871

50



1,000


88,958

Items in the course of transmission to other banks
5,977








5,977

Trading liabilities
121,707

2,053

1,423

1,845

3,013

6,219

9,010

8,421

153,691

Financial liabilities designated at
fair value
1,659

958

1,396

3

1,701

5,046

17,989

58,080

86,832

– debt securities in issue: covered bonds
1,587


303



207

1,348

2,558

6,003

– debt securities in issue: unsecured
25

15

1,091

3

1,700

4,839

14,056

29,380

51,109

– subordinated liabilities and preferred securities






2,578

21,005

23,583

– other
47

943

2


1


7

5,137

6,137

Derivatives
274,965

39

39

112

273

506

1,471

2,414

279,819

Debt securities in issue
4,708

8,598

8,280

5,996

4,610

10,953

19,432

3,338

65,915

– covered bonds


1

71

1

3

24

26

126

– otherwise secured
3,207

823

893

114

329

1,882

2,680

1,181

11,109

– unsecured
1,501

7,775

7,386

5,811

4,280

9,068

16,728

2,131

54,680

Accruals and other financial liabilities
19,052

8,172

2,392

833

519

885

1,299

568

33,720

Subordinated liabilities
12


143

61

497

1,788

5,056

13,427

20,984

Total financial liabilities at 31 Dec 2016
1,768,585

71,847

37,816

19,842

19,427

30,528

63,599

87,805

2,099,449

Non-financial liabilities







92,959

92,959

Total liabilities at 31 Dec 2016
1,768,585

71,847

37,816

19,842

19,427

30,528

63,599

180,764

2,192,408

Off-balance sheet commitments given
 
 
 
 
 
 
 
 
 
Loan and other credit-related commitments
609,923

29,752

3,010

1,897

3,253

2,514

4,280

1,214

655,843

– personal
177,462

1,835

89

262

1,896

1,114

747

405

183,810

– corporate and commercial
366,573

26,650

2,839

1,350

904

996

3,410

754

403,476

– financial
65,888

1,267

82

285

453

404

123

55

68,557

1
‘Customer accounts’ includes $ 386,417m (2016: $343,782m ) insured by guarantee schemes.

HSBC Holdings plc
273



Notes on the Financial Statements

HSBC Holdings
Maturity analysis of assets, liabilities and off-balance sheet commitments
 
Due not
more than
1 month

Due over
1 month
but not
more than
3 months

Due over
3 months
but not
more than
6 months

Due over
6 months
but not
more than
9 months

Due over
9 months
but not
more than
1 year

Due over
1 year
but not
more than
2 years

Due over
2 years
but not
more than
5 years

Due over
5 years

Total

 
$m

$m

$m

$m

$m

$m

$m

$m

$m

Financial assets
 
 
 
 
 
 
 
 
 
Cash at bank and in hand:
 
 
 
 
 
 
 
 
 
– balances with HSBC undertakings
1,985








1,985

Derivatives
1,952





80


356

2,388

Loans and advances to HSBC undertakings
4,861

13,039

3,145

5

2

1,134

29,560

24,881

76,627

Loans and advances to HSBC undertakings designated at fair value







2,411

9,533

11,944

Financial investments in HSBC undertakings
17

3





1,798

2,446

4,264

Accrued income and other financial assets

4






123

127

Total financial assets at
31 Dec 2017
8,815

13,046

3,145

5

2

1,214

33,769

37,339

97,335

Non-financial assets







94,399

94,399

Total assets at 31 Dec 2017
8,815

13,046

3,145

5

2

1,214

33,769

131,738

191,734

Financial liabilities


















Amounts owed to HSBC undertakings
120

2,405

46






2,571

Financial liabilities designated at fair value





2,349

11,491

17,050

30,890

– debt securities in issue






11,491

6,005

17,496

– subordinated liabilities and preferred securities





2,349


11,045

13,394

Derivatives
2,008





110

183

781

3,082

Debt securities in issue




1,081


10,354

22,823

34,258

Accruals and other financial liabilities
439

395

157

39

7

3

1

11

1,052

Subordinated liabilities

1,918






13,959

15,877

Total financial liabilities at
31 Dec 2017
2,567

4,718

203

39

1,088

2,462

22,029

54,624

87,730

Non-financial liabilities







217

217

Total liabilities at 31 Dec 2017
2,567

4,718

203

39

1,088

2,462

22,029

54,841

87,947

Off-balance sheet commitments given


















Undrawn formal standby facilities, credit lines and other commitments to lend










274
HSBC Holdings plc



Maturity analysis of assets, liabilities and off-balance sheet commitments (continued)
 
Due not
more than
1 month

Due over
1 month
but not
more than
3 months

Due over
3 months
but not
more than
6 months

Due over
6 months
but not
more than
9 months

Due over
9 months
but not
more than
1 year

Due over
1 year
but not
more than
2 years

Due over
2 years
but not
more than
5 years

Due over
5 years

Total

 
$m

$m

$m

$m

$m

$m

$m

$m

$m

Financial assets
 
 
 
 
 
 
 
 
 
Cash at bank and in hand:
 
 
 
 
 
 
 
 
 
– balances with HSBC undertakings
247








247

Derivatives
1,702






93

353

2,148

Loans and advances to HSBC undertakings
16,372





167

14,204

46,678

77,421

Financial investments in HSBC undertakings
40

2





838

2,710

3,590

Accrued income and other financial assets
12







107

119

Total financial assets at 31 Dec 2016
18,373

2




167

15,135

49,848

83,525

Non-financial assets







97,273

97,273

Total assets at 31 Dec 2016
18,373

2




167

15,135

147,121

180,798

Financial liabilities









Amounts owed to HSBC undertakings
2,052






105


2,157

Financial liabilities designated at fair value





2,167

5,845

22,101

30,113

– debt securities in issue






5,845

10,921

16,766

– subordinated liabilities and preferred securities





2,167


11,180

13,347

Derivatives
3,841






592

592

5,025

Debt securities in issue





953

4,822

16,030

21,805

Accruals and other financial liabilities
75

1,268

142

22





1,507

Subordinated liabilities





1,693


13,496

15,189

Total financial liabilities at 31 Dec 2016
5,968

1,268

142

22


4,813

11,364

52,219

75,796

Non-financial liabilities







144

144

Total liabilities at 31 Dec 2016
5,968

1,268

142

22


4,813

11,364

52,363

75,940

Off-balance sheet commitments given









Undrawn formal standby facilities, credit lines and other commitments
to lend









29
Offsetting of financial assets and financial liabilities
The ‘Amounts not set off in the balance sheet’ include transactions where:
the counterparty has an offsetting exposure with HSBC and a master netting or similar arrangement is in place with a right to set off only in the event of default, insolvency or bankruptcy, or the offset criteria are otherwise not satisfied; and
in the case of derivatives and reverse repurchase/repurchase, stock borrowing/lending and similar agreements, cash and non-cash collateral has been received/pledged.
For risk management purposes, the net amounts of loans and advances to customers are subject to limits, which are monitored and the relevant customer agreements are subject to review and updated, as necessary, to ensure that the legal right to set off remains appropriate.

HSBC Holdings plc
275



Notes on the Financial Statements

Offsetting of financial assets and financial liabilities
 
 
 
 
 
 


Amounts subject to enforceable netting arrangements
Amounts not
subject to
enforceable
netting
arrangements 5

Total









Amounts not set off in the
balance sheet




Gross
amounts

Amounts
offset

Net amounts
in the balance sheet

Financial
instruments

Non-cash
collateral

Cash
collateral

Net
amount


Footnotes
$m

$m

$m

$m

$m

$m

$m

$m

$m

Financial assets



















Derivatives (Note 14)
1
322,422

(110,425
)
211,997

(156,088
)
(11,092
)
(37,302
)
7,515

7,821

219,818

Reverse repos, stock borrowing and similar agreements classified as:
2


















– trading assets

15,893


15,893

(430
)
(15,462
)

1

1,227

17,120

– non-trading assets

265,666

(105,776
)
159,890

(3,714
)
(155,973
)
(49
)
154

41,663

201,553

Loans and advances to customers
3
42,091

(10,424
)
31,667

(26,390
)

(181
)
5,096

619

32,286

At 31 Dec 2017

646,072

(226,625
)
419,447

(186,622
)
(182,527
)
(37,532
)
12,766

51,330

470,777





















Derivatives (Note 14)
1
387,999

(106,555
)
281,444

(210,067
)
(11,647
)
(40,188
)
19,542

9,428

290,872

Reverse repos, stock borrowing and similar agreements classified as:
2


















– trading assets

9,859


9,859

(475
)
(9,383
)

1

348

10,207

– non-trading assets

222,485

(87,929
)
134,556

(4,779
)
(129,373
)
(215
)
189

26,418

160,974

Loans and advances to customers
3
46,296

(14,602
)
31,694

(24,459
)

(248
)
6,987

743

32,437

At 31 Dec 2016

666,639

(209,086
)
457,553

(239,780
)
(150,403
)
(40,651
)
26,719

36,937

494,490





















Financial liabilities



















Derivatives (Note 14)
1
321,932

(110,425
)
211,507

(156,072
)
(14,342
)
(28,666
)
12,427

5,314

216,821

Repos, stock lending and similar agreements   classified as:
2


















– trading liabilities

10,555


10,555

(430
)
(9,615
)

510

63

10,618

– non-trading liabilities

187,268

(105,776
)
81,492

(7,165
)
(74,048
)
(240
)
39

48,510

130,002

Customer accounts
4
42,533

(10,424
)
32,109

(26,390
)

(188
)
5,531

158

32,267

At 31 Dec 2017

562,288

(226,625
)
335,663

(190,057
)
(98,005
)
(29,094
)
18,507

54,045

389,708












Derivatives (Note 14)
1
378,571

(106,555
)
272,016

(210,035
)
(15,512
)
(33,754
)
12,715

7,803

279,819

Repos, stock lending and similar agreements   classified as:
2









– trading liabilities

5,034


5,034

(475
)
(4,515
)

44

37

5,071

– non-trading liabilities

148,443

(87,929
)
60,514

(6,202
)
(54,126
)
(146
)
40

28,444

88,958

Customer accounts
4
45,422

(14,602
)
30,820

(24,459
)

(248
)
6,113

228

31,048

At 31 Dec 2016

577,470

(209,086
)
368,384

(241,171
)
(74,153
)
(34,148
)
18,912

36,512

404,896

1
At 31 December 2017, the amount of cash margin received that had been offset against the gross derivatives assets was $6,324m (2016: $3,720m ). The amount of cash margin paid that had been offset against the gross derivatives liabilities was $5,196m (2016: $5,862m ).
2
For the amount of repos, reverse repos, stock lending, stock borrowing and similar agreements recognised on the balance sheet within ‘Trading assets’ $ 17,120m (2016: $ 10,207m ) and ‘Trading liabilities’ $ 10,618m (2016: $ 5,071m ), see the ‘Funding sources and uses’ table on page 147 .
3
At 31 December 2017, the total amount of ‘Loans and advances to customers’ was $ 962,964m (2016: $ 861,504m ) of which $ 31,667m (2016: $ 31,694m ) was subject to offsetting.
4
At 31 December 2017, the total amount of ‘Customer accounts’ was $ 1,364,462m (2016: $ 1,272,386m ) of which $ 32,109m (2016: $ 30,820m ) was subject to offsetting.
5
These exposures continue to be secured by financial collateral, but we may not have sought or been able to obtain a legal opinion evidencing enforceability of the right of offset.
30
Non-controlling interests
 
2017

2016

 
$m

$m

Non-controlling interests attributable to holders of ordinary shares in subsidiaries
7,621

6,932

Preferred securities issued by subsidiaries

260

At 31 Dec
7,621

7,192

Hang Seng Bank Limited is the only subsidiary in the Group that gives rise to significant non-controlling interest. For summarised financial information of Hang Seng Bank Limited see Note 18 .
Preferred securities issued by subsidiaries
Preferred securities are securities for which there is no obligation to pay a dividend and, if the dividend is not paid, it may not be cumulative. Such securities do not generally carry voting rights but rank higher than ordinary shares for dividend payments and in the event of a winding-up. These securities have no stated maturity date but may be called and redeemed by the issuer, subject to prior notification to the PRA and, where relevant, the consent of the local banking regulator.

276
HSBC Holdings plc



All non-cumulative preferred securities are classified as additional tier 1 capital.
Preferred securities issued by HSBC’s subsidiaries
 
 
Footnote
First call
date
2017

2016

 
 
$m

$m

HSBC Bank Canada
 
 
 
 
CA$175m
Non-cumulative redeemable class 1 preferred shares, series C
1
Jun 2010

130

CA$175m
Non-cumulative redeemable class 1 preferred shares, series D
1
Dec 2010

130

At 31 Dec
 


260

1
In 2017 HSBC redeemed these securities.
31
Called up share capital and other equity instruments
Called up share capital and share premium
HSBC Holdings ordinary shares of $0.50 each, issued and fully paid
 
 
2017
2016
 
Footnote
Number

$m

Number

$m

At 1 Jan
 
20,191,586,214

10,096

19,685,096,934

9,842

Shares issued under HSBC employee share plans
 
76,701,249

38

69,187,052

35

Shares issued in lieu of dividends
 
380,652,196

190

437,302,228

219

Less: Shares repurchased and cancelled

 
(328,223,401
)
(164
)


At 31 Dec
1
20,320,716,258

10,160

20,191,586,214

10,096

HSBC Holdings non-cumulative preference shares of $0.01 each
 
 
2017
2016
 
Footnote
Number

$m

Number

$m

At 1 Jan and 31 Dec
2
1,450,000


1,450,000


HSBC Holdings share premium
 
2017

2016

 
$m

$m

At 31 Dec
10,177

12,619

Total called up share capital and share premium
 
2017

2016

 
$m

$m

At 31 Dec
20,337

22,715

1
All HSBC Holdings ordinary shares in issue, excluding 325,273,407 shares held in treasury, confer identical rights, including in respect of capital, dividends and voting.
2
Included in the capital base of HSBC as additional tier 1 capital in accordance with the CRD IV rules, by virtue of the application of grandfathering provisions.
HSBC Holdings non-cumulative preference shares of $0.01
HSBC Holdings pays dividends on non-cumulative preference shares of $0.01 each (‘dollar preference shares’) quarterly, at the sole and absolute discretion of the Board. The Board will not declare a dividend on them if this would stop the company from meeting the PRA’s capital adequacy requirements, or if profit available for distribution as dividends is insufficient to also pay dividends on other shares that are equally entitled and scheduled on the same date.
HSBC Holdings may not declare or pay dividends on shares ranking lower in the right to dividends than dollar preference shares, or redeem or purchase any of its other shares ranking equal or lower than dollar preference shares, unless it has fully paid, or set aside an amount to fully pay, the dividends on the dollar preference shares for the then current dividend period.
The dollar preference shares carry no rights to conversion into ordinary shares. Holders of dollar preference shares are only entitled to attend and vote at shareholder meetings if dividends on these shares have not been paid in full on four consecutive dividend payment dates. In such circumstances, holders of these shares are entitled to vote at shareholder meetings until HSBC Holdings has paid a full dividend on them. These securities can be redeemed by HSBC at any time, subject to prior approval by the PRA.
HSBC Holdings non-cumulative preference share of £0.01
The one non-cumulative sterling preference share of £0.01 (‘sterling preference share’) has been in issue since 29 December 2010 and is held by a subsidiary of HSBC Holdings. Dividends are paid quarterly at the sole and absolute discretion of the Board. The sterling preference share carries no rights of conversion into ordinary shares of HSBC Holdings and no right to attend or vote at shareholder meetings of HSBC Holdings. These securities can be redeemed by HSBC at any time, subject to prior approval by the PRA.
Other equity instruments
HSBC Holdings includes three types of additional tier 1 capital securities in its tier 1 capital. Two are presented in this Note and are accounted for as equity because HSBC does not have an obligation to transfer cash or a variable number of its own ordinary shares to holders under any circumstances outside its control. See Note 27 for additional tier 1 securities accounted for as liabilities.

HSBC Holdings plc
277



Notes on the Financial Statements

Additional tier 1 capital securities
Additional tier 1 capital securities are perpetual subordinated securities on which coupon payments may be deferred at HSBC Holdings’ discretion. While any coupon payments are unpaid or deferred, HSBC Holdings will not declare or pay dividends or make distributions or similar periodic payments in respect of any securities of lower or equal rank, or repurchase or redeem them. Such securities do not generally carry voting rights but rank higher than ordinary shares for coupon payments, and in the event of a winding-up. They do not meet the identifying criteria in full for recognition as tier 1 capital under CRD IV but are eligible as regulatory capital subject to grandfathering limits and progressive phase-out.
At HSBC Holdings’ discretion, and subject to certain conditions being satisfied, the capital securities may be exchanged on any coupon payment date for non-cumulative preference shares to be issued by HSBC Holdings and ranking pari passu with the dollar and sterling preference shares in issue. The preference shares would be issued at a nominal value of $0.01 per share and a premium of $24.99 per share, with both amounts being subscribed and fully paid. These securities can be redeemed by HSBC at any time, subject to prior approval by the PRA.
HSBC’s additional tier 1 capital securities in issue which are accounted for in equity
 
 
First call
date
2017

2016

 
 
$m

$m

$2,200m
8.125% perpetual subordinated capital securities
Apr 2013
2,133

2,133

$3,800m
8.000% perpetual subordinated capital securities, Series 2
Dec 2015
3,718

3,718

At 31 Dec
 
5,851

5,851

Additional tier 1 capital – contingent convertible securities
During 2017, HSBC continued to issue contingent convertible securities that are included in its capital base as fully CRD IV compliant additional tier 1 capital securities on an end point basis. The net proceeds of the issuances are used for general corporate purposes and to further strengthen its capital base to meet requirements under CRD IV. These securities bear a fixed rate of interest until their initial call dates. After the initial call dates, if they are not redeemed, the securities will bear interest at rates fixed periodically in advance for 5 -year periods based on prevailing market rates. Interest on the contingent convertible securities will be due and payable only at the sole discretion of HSBC, and HSBC has sole and absolute discretion at all times to cancel for any reason (in whole or in part) any interest payment that would otherwise be payable on any payment date. Distributions will not be paid if they are prohibited under UK banking regulations or if the company has insufficient reserves or fails to meet the solvency conditions defined in the securities’ terms.
The contingent convertible securities are undated and are repayable, at the option of HSBC, in whole at the initial call date, or on any fifth anniversary after this date. In addition, the securities are repayable at the option of HSBC in whole for certain regulatory or tax reasons. Any repayments require the prior consent of the PRA. These securities rank pari passu with HSBC’s dollar and sterling preference shares and are therefore ahead of ordinary shares. The contingent convertible securities will be converted into fully paid ordinary shares of HSBC at a predetermined price, should HSBC’s consolidated end point CET1 ratio fall below 7.0% . Therefore, in accordance with the terms of the securities, if the end point CET1 ratio breaches the 7.0% trigger, the securities will convert into ordinary shares at fixed contractual conversion prices in the issuance currencies of the relevant securities, equivalent to £2.70 at the prevailing rate of exchange on the issuance date, subject to certain anti-dilution adjustments.
HSBC’s additional tier 1 capital – contingent convertible securities in issue which are accounted for in equity
 
 
First call
date
2017

2016

 
 
$m

$m

$1,500m
5.625% perpetual subordinated contingent convertible securities
Jan 2020
1,494

1,494

$2,000m
6.875% perpetual subordinated contingent convertible securities
Jun 2021
1,998

1,998

$2,250m
6.375% perpetual subordinated contingent convertible securities
Sep 2024
2,244

2,244

$2,450m
6.375% perpetual subordinated contingent convertible securities
Mar 2025
2,460

2,460

$3,000m
6.000% perpetual subordinated contingent convertible securities
May 2027
2,997


 
 
 
 
 
€1,500m
5.250% perpetual subordinated contingent convertible securities
Sep 2022
1,943

1,943

€1,000m
6.000% perpetual subordinated contingent convertible securities
Sep 2023
1,120

1,120

€1,250m
4.750% perpetual subordinated contingent convertible securities
Jul 2029
1,420


 
 
 
 
 
SGD1,000m
4.700% perpetual subordinated contingent convertible securities
Jun 2022
723


At 31 Dec
 
16,399

11,259

Shares under option
For details of the options outstanding to subscribe for HSBC Holdings ordinary shares under the HSBC Holdings savings-related share option plans, see Note 5 .
Aggregate options outstanding under these plans
31 Dec 2017
31 Dec 2016
Number of
HSBC Holdings
ordinary shares

Period of exercise
Exercise price
Number of
HSBC Holdings
ordinary shares

Period of exercise
Exercise price
64,604,932

2017 to 2023
£4.0472-5.9640
69,217,725

2016 to 2022
£4.0472–5.4738
36,309

2017 to 2018
HK$55.4701
504,467

2016 to 2018
HK$55.4701–63.9864
10,539

2017 to 2018
€5.3532
86,916

2016 to 2018
€5.3532–6.0657
17,873

2017 to 2018
$7.1456
217,738

2016 to 2018
$7.1456–8.2094

278
HSBC Holdings plc



Maximum obligation to deliver HSBC Holdings ordinary shares
At 31 December 2017, the maximum obligation to deliver HSBC Holdings ordinary shares under all of the above option arrangements and the HSBC International Employee Share Purchase Plan, together with GPSP awards, long-term incentive awards and deferred share awards granted under the HSBC Share Plan and/or the HSBC Share Plan 2011, was 169,615,437 (2016: 198,483,750 ). The total number of shares at 31 December 2017 held by employee benefit trusts that may be used to satisfy such obligations to deliver HSBC Holdings ordinary shares was 5,883,444 (2016: 3,997,619 ).
32
Contingent liabilities, contractual commitments and guarantees
 
HSBC
HSBC Holdings 1

2017

2016

2017

2016


$m

$m

$m

$m

Guarantees and other contingent liabilities:

 

 
– financial guarantees and similar contracts
38,328

37,072

7,778

7,619

– other guarantees
51,434

44,394



– other contingent liabilities
616

553



At 31 Dec
90,378

82,019

7,778

7,619

Commitments:


 




– documentary credits and short-term trade-related transactions
8,776

9,190



– forward asset purchases and forward deposits placed
4,295

5,386



– standby facilities, credit lines and other commitments to lend
672,518

641,267



At 31 Dec
685,589

655,843



1
Guarantees by HSBC Holdings are all in favour of other Group entities.
The above table discloses the nominal principal amounts, which represents the maximum amounts at risk should the contracts be fully drawn upon and clients default. As a significant portion of guarantees and commitments is expected to expire without being drawn upon, the total of the nominal principal amounts is not indicative of future liquidity requirements.
Approximately half the guarantees have a term of less than one year, while guarantees with terms of more than one year are subject to HSBC’s annual credit review process.
Contingent liabilities arising from legal proceedings, regulatory and other matters against Group companies are disclosed in Notes 26
and 34 .
Financial Services Compensation Scheme
The Financial Services Compensation Scheme (‘FSCS’) has provided compensation to consumers following the collapse of a number of deposit takers. The compensation paid out to consumers is currently funded through loans from HM Treasury, which at 31 December 2017 stood at approximately $6.3b n ( £4.7b n). The Group could be liable to pay a proportion of the outstanding amount that the FSCS has borrowed from HM Treasury. The ultimate FSCS levy to the industry as a result of the collapses cannot currently be estimated reliably, as it is dependent on various uncertain factors, including the potential recoveries of assets by the FSCS and changes in the level of protected deposits and the population of FSCS members at the time.
Associates
HSBC’s share of associates’ contingent liabilities amounted to $38.8b n at 31 December 2017 (2016: $ 35.3 bn). No matters arose where HSBC was severally liable.
33
Lease commitments
Operating lease commitments
At 31 December 2017, future minimum lease payments under non-cancellable operating leases for land, buildings and equipment were
$3,950 m (2016: $3,893 m).
Finance lease receivables
HSBC leases a variety of assets to third parties under finance leases, including transport assets (such as aircraft), property and general plant and machinery. At the end of lease terms, assets may be sold to third parties or leased for further terms. Rentals are calculated to recover the cost of assets less their residual value, and earn finance income.

2017
2016

Total future
minimum
payments

Unearned
finance
income

Present
value

Total future
minimum
payments

Unearned
finance
income

Present
value


$m

$m

$m

$m

$m

$m

Lease receivables:






No later than one year
3,523

(326
)
3,197

3,248

(330
)
2,918

Later than one year and no later than five years
7,033

(696
)
6,337

6,563

(702
)
5,861

Later than five years
4,784

(669
)
4,115

4,548

(633
)
3,915

At 31 Dec
15,340

(1,691
)
13,649

14,359

(1,665
)
12,694


HSBC Holdings plc
279



Notes on the Financial Statements

34
Legal proceedings and regulatory matters
HSBC is party to legal proceedings and regulatory matters in a number of jurisdictions arising out of its normal business operations. Apart from the matters described below, HSBC considers that none of these matters are material. The recognition of provisions is determined in accordance with the accounting policies set out in Note 1. While the outcome of legal proceedings and regulatory matters is inherently uncertain, management believes that, based on the information available to it, appropriate provisions have been made in respect of these matters at 31 December 2017 (see Note 26). Where an individual provision is material, the fact that a provision has been made is stated and quantified, except to the extent doing so would be seriously prejudicial. Any provision recognised does not constitute an admission of wrongdoing or legal liability. It is not practicable to provide an aggregate estimate of potential liability for our legal proceedings and regulatory matters as a class of contingent liabilities.
Bernard L. Madoff Investment Securities LLC
Bernard L. Madoff (‘Madoff’) was arrested in December 2008 and later pleaded guilty to running a Ponzi scheme. His firm, Bernard L. Madoff Investment Securities LLC (‘Madoff Securities’), is being liquidated in the US by a trustee (the ‘Trustee’).
Various non-US HSBC companies provided custodial, administration and similar services to a number of funds incorporated outside the US whose assets were invested with Madoff Securities. Based on information provided by Madoff Securities, at 30 November 2008, the purported aggregate value of these funds was $8.4 bn, including fictitious profits reported by Madoff.
Based on information available to HSBC, the funds’ actual transfers to Madoff Securities minus their actual withdrawals from Madoff Securities during the time HSBC serviced the funds are estimated to have totalled approximately $4 bn. Various HSBC companies have been named as defendants in lawsuits arising out of Madoff Securities’ fraud.
US/UK litigation: The Trustee has brought lawsuits against various HSBC companies in the US Bankruptcy Court and in the English High Court, seeking recovery of transfers from Madoff Securities to HSBC in an amount not yet pleaded or determined. HSBC and other parties to the action have moved to dismiss the Trustee’s US actions. The US Bankruptcy Court granted HSBC’s motion to dismiss with respect to certain of the Trustee’s claims in November 2016. In September 2017, the US Court of Appeals for the Second Circuit (the ‘Second Circuit Court of Appeals’) agreed to hear the Trustee’s appeal of the US Bankruptcy Court’s decision, where this matter is pending.
The deadline by which the Trustee must serve HSBC with his English action has been extended to September 2018 for UK-based defendants and November 2018 for all other defendants.
Fairfield Sentry Limited, Fairfield Sigma Limited and Fairfield Lambda Limited (together, ‘Fairfield’) (in liquidation since July 2009) have brought lawsuits in the US and the British Virgin Islands (‘BVI’) against fund shareholders, including HSBC companies that acted as nominees for clients, seeking restitution of redemption payments. In October 2016, the liquidators for Fairfield (the ‘Fairfield Liquidators') filed a motion seeking leave to amend their complaints in the US Bankruptcy Court. In January 2017, the defendants moved to dismiss and oppose the Fairfield Liquidators’ motion. These motions are pending.
In December 2014, three additional actions were filed in the US. A purported class of direct investors in Madoff Securities asserted common law claims against various HSBC companies in the US District Court for the Southern District of New York (the ‘New York District Court’). In September 2016, the New York District Court granted HSBC’s motion to dismiss this action and the plaintiffs’ failure to appeal renders the court’s ruling final. Two investors in Hermes International Fund Limited (‘Hermes’) also asserted common law claims against various HSBC companies in the New York District Court. In March 2017, the court granted HSBC's motion to dismiss, which dismissal was upheld by the Second Circuit Court of Appeals in November 2017. In addition, SPV Optimal SUS Ltd (‘SPV OSUS’), the purported assignee of the Madoff-invested company, Optimal Strategic US Equity Ltd (‘Optimal’), filed a lawsuit in New York state court against various HSBC companies and others, seeking damages on various alleged grounds, including breach of fiduciary duty and breach of trust. This action has been stayed pending the issuance of a potentially dispositive decision in an action initiated by Optimal regarding the validity of the assignment of its claims to SPV OSUS.
Bermuda litigation: In January 2009, Kingate Global Fund Limited and Kingate Euro Fund Limited (together, ‘Kingate’) brought an action against HSBC Bank Bermuda Limited (‘HBBM’) for recovery of funds held in Kingate’s accounts, fees and dividends. This action is pending, but is not expected to move forward until the resolution of the Trustee’s US actions against Kingate and HBBM.
Thema Fund Limited and Hermes each brought three actions in 2009. The first set of actions seeks recovery of funds in frozen accounts held at HSBC Institutional Trust Services (Bermuda) Limited. The second set of actions asserts liability against HSBC Institutional Trust Services (Bermuda) Limited in relation to claims for mistake, recovery of fees and damages for breach of contract. The third set of actions seeks return of fees from HBBM and HSBC Securities Services (Bermuda) Limited. The parties have agreed to a standstill in respect of all three sets of actions.
Cayman Islands litigation: In February 2013, Primeo Fund Limited (‘Primeo’) (in liquidation since April 2009) brought an action against HSBC Securities Services Luxembourg (‘HSSL’) and Bank of Bermuda (Cayman) Limited, alleging breach of contract and breach of fiduciary duty, and claiming damages and equitable compensation. The trial concluded in February 2017, and in August 2017, the court dismissed all claims against the defendants. In September 2017, Primeo appealed to the Court of Appeal of the Cayman Islands, where the matter is pending.
Luxembourg litigation: In April 2009, Herald Fund SPC (‘Herald’) (in liquidation since July 2013) brought an action against HSSL before the Luxembourg District Court, seeking restitution of cash and securities Herald purportedly lost because of Madoff Securities’ fraud, or money damages. The Luxembourg District Court dismissed Herald’s securities restitution claim, but reserved Herald’s cash restitution claim and its claim for money damages. Herald has appealed this judgment to the Court of Appeal, where this matter is pending.
In March 2010, Herald (Lux) SICAV (‘Herald (Lux)’) (in liquidation since April 2009) brought an action against HSSL before the Luxembourg District Court seeking restitution of securities, or the cash equivalent, or money damages. Herald (Lux) has also requested the restitution of fees paid to HSSL. In 2017, the parties agreed a settlement, which was approved by the Luxembourg court in November 2017. The settlement was concluded in January 2018.
In October 2009, Alpha Prime and, in December 2014, Senator, each brought an action against HSSL before the Luxembourg District Court, seeking the restitution of securities, or the cash equivalent, or money damages. Both actions have been temporarily suspended at the plaintiffs’ request. In April 2015, Senator commenced an action against the Luxembourg branch of HSBC Bank plc asserting identical claims before the Luxembourg District Court. HSSL has also been named as a defendant in various actions by shareholders in Primeo Select Fund, Herald, Herald (Lux), and Hermes. Most of these actions have been dismissed, suspended or postponed.

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Ireland litigation: In November 2013, Defender Limited brought an action against HSBC Institutional Trust Services (Ireland) Limited (‘HTIE’) and others, alleging breach of contract and claiming damages and indemnification for fund losses. A provisional trial date has been scheduled for October 2018.
SPV OSUS’s action against HTIE and HSBC Securities Services (Ireland) Limited alleging breach of contract and claiming damages and indemnification for fund losses was dismissed by the Irish High Court in October 2015. In March 2017, the Irish Court of Appeal affirmed the dismissal. In April 2017, SPV OSUS filed an application seeking leave to appeal the dismissal to the Irish Supreme Court. The application was heard by the Irish Supreme Court in February 2018 and judgment is pending.
There are many factors that may affect the range of possible outcomes, and the resulting financial impact, of the various Madoff-related proceedings described above, including but not limited to the multiple jurisdictions in which the proceedings have been brought. Based upon the information currently available, management’s estimate of the possible aggregate damages that might arise as a result of all claims in the various Madoff-related proceedings is up to or exceeding $500m, excluding costs and interest. Due to uncertainties and limitations of this estimate, the ultimate damages could differ significantly from this amount.
US mortgage-related investigations
In April 2011, HSBC Bank USA N.A. (‘HSBC Bank USA’) entered into a consent order (the ‘OCC Servicing Consent Order’) with the Office of the Comptroller of the Currency (‘OCC’), and HSBC Finance Corporation (‘HSBC Finance’) and HSBC North America Holdings Inc. (‘HNAH’) entered into a similar consent order (the ’FRB Servicing Consent Order’) with the Federal Reserve Board (‘FRB’) (together with the OCC Servicing Consent Order, the ‘Servicing Consent Orders’). The Servicing Consent Orders required prescribed actions to address certain foreclosure practice deficiencies.
In January 2017, the OCC terminated the OCC Servicing Consent Order after determining that HSBC Bank USA had satisfied the requirements thereunder. In connection with the termination of the OCC Servicing Consent Order, the OCC also assessed a civil money penalty against HSBC Bank USA, finding that HSBC Bank USA failed to correct deficiencies identified under the OCC Servicing Consent Order in a timely fashion. The civil money penalty has been paid. In January 2018, the FRB terminated the FRB Servicing Consent Order after having determined that HNAH and HBIO are in compliance with its terms.
In February 2016, HSBC Bank USA, HSBC Finance, HSBC Mortgage Services Inc. and HNAH entered into an agreement with the US Department of Justice (the ‘DoJ’), the US Department of Housing and Urban Development, the Consumer Financial Protection Bureau, other federal agencies (the ‘Federal Parties’) and the Attorneys General of 49 states and the District of Columbia (the ‘State Parties’) to resolve civil claims related to past residential mortgage loan origination and servicing practices (the ‘National Mortgage Settlement Agreement’ or ‘NMS’). The cash payments required under the NMS were made in 2016. In March 2017, the NMS independent monitor validated that the consumer relief obligations were satisfied; and in June 2017, the NMS independent monitor validated that all remaining obligations under the NMS were satisfied.
The Servicing Consent Orders and the National Mortgage Settlement Agreement do not completely preclude other enforcement actions by regulatory, governmental or law enforcement agencies related to foreclosure and other mortgage servicing practices, including, but not limited to, matters relating to the securitisation of mortgages for investors, which could include the imposition of civil money penalties, criminal fines or other sanctions. In addition, these practices have in the past resulted in private litigation, and may result in further private litigation.
US mortgage securitisation activity and litigation
HSBC Bank USA was a sponsor or seller of loans used to facilitate whole loan securitisations underwritten by HSBC Securities (USA) Inc. (‘HSI’). From 2005 to 2007, HSBC Bank USA purchased and sold approximately $24 bn of such loans to HSI, which were subsequently securitised and sold by HSI to third parties. The outstanding principal balance was approximately $4.1b n at 31 December 2017. HSBC notes that the scale of its mortgage securitisation activities was more limited in relation to a number of other banks in the industry. In addition, HSI served as an underwriter on securitisations issued by HSBC Finance or third parties, and HSBC Bank USA served as trustee on behalf of various mortgage securitisation trusts.
Mortgage foreclosure and trustee matters: As the industry’s residential mortgage foreclosure issues continue, HSBC Bank USA has taken title to a number of foreclosed homes as trustee on behalf of various mortgage securitisation trusts. As nominal record owner of these properties, HSBC Bank USA has been sued by municipalities and tenants alleging various violations of law, including laws relating to property upkeep and tenants’ rights. While HSBC believes and continues to maintain that these obligations and any related liabilities are those of the servicer of each trust, HSBC continues to receive significant adverse publicity in connection with these and similar matters, including foreclosures that are serviced by others in the name of ‘HSBC, as trustee’.
Beginning in June 2014, a number of lawsuits were filed in state and federal courts in New York and Virginia against HSBC Bank USA as trustee of more than 280 mortgage securitisation trusts. These lawsuits are brought on behalf of the trusts by a putative class of investors including, among others, BlackRock and PIMCO funds. The complaints allege that the trusts have sustained losses in collateral value of approximately $38 bn. The lawsuits seek unspecified damages resulting from alleged breaches of the US Trust Indenture Act, breach of fiduciary duty, negligence, breach of contract and breach of the common law duty of trust. HSBC’s motions to dismiss in several of these lawsuits were, for the most part, denied.
It is not practicable to estimate the possible financial impact of these matters, as there are many factors that may affect the range of possible outcomes; however, the resulting financial impact could be significant.
Loan repurchase matters: HSBC Bank USA, HSBC Finance and Decision One Mortgage Company LLC (‘Decision One’), an indirect subsidiary of HSBC Finance, have been named as defendants in various mortgage loan repurchase actions brought by trustees of mortgage securitisation trusts. In the aggregate, these actions seek to have the HSBC defendants repurchase mortgage loans, or pay compensatory damages, totalling at least $1 bn. In August 2016, HSBC reached an agreement in principle to settle one of the matters. In September 2017, the court approved the settlement, concluding the matter. Another matter against HSBC Bank USA was dismissed on appeal in December 2017.
HSBC Mortgage Corporation (USA) Inc. and Decision One have also been named as defendants in two separate actions filed by Residential Funding Company LLC (‘RFC’), a mortgage loan purchase counterparty, seeking unspecified damages in connection with approximately 25,000 mortgage loans.
It is not practicable to estimate the possible financial impact of these matters, as there are many factors that may affect the range of possible outcomes; however, the resulting financial impact could be significant.

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FIRREA: Since 2010, various HSBC entities have received subpoenas and requests for information from the DoJ and the Massachusetts state Attorney General seeking the production of documents and information regarding HSBC’s involvement in certain RMBS transactions as an issuer, sponsor, underwriter, depositor, trustee, custodian or servicer. In November 2014, HNAH, on behalf of itself and various subsidiaries including, but not limited to, HSBC Bank USA, HSI Asset Securitization Corp., HSI, HSBC Mortgage Corporation (USA), HSBC Finance and Decision One, received a subpoena from the US Attorney’s Office for the District of Colorado, pursuant to the Financial Industry Reform, Recovery and Enforcement Act (‘FIRREA’), concerning the origination, financing, purchase, securitisation and servicing of sub-prime and non-sub-prime residential mortgages. HSBC continues to cooperate with these investigations, which are at or nearing completion.
In December 2016, HSBC had an initial discussion with the DoJ, wherein the DoJ stated its preliminary view that HSBC is subject to liability under FIRREA in connection with certain securitisations from 2005 to 2007 with respect to which HSBC Bank USA served as sponsor or seller of loans and HSI served as underwriter. In March 2017, HSBC provided its response to the DoJ, which, among other things, outlined why the Bank disagrees with the DoJ’s preliminary view. Since then, the Bank has been in active discussions with the DoJ regarding a potential resolution; however, the Bank has also indicated a willingness to defend itself in the event that formal legal proceedings are commenced. There can be no assurance as to how or when this matter will be resolved, or whether this matter will be resolved prior to the commencement of formal legal proceedings by the DoJ. Moreover, it is possible that any such resolution could result in significant penalties and other costs. To date, at least one bank has been sued by the DoJ and at least eight other banks have reported settlements of mortgage-backed securities-related matters pursuant to FIRREA. The prior DoJ settlements provide no clear guidance as to how those individual settlement amounts were calculated, and due to the high degree of uncertainty involved, it is not practicable to estimate any possible financial impact of this matter, which could be significant.
HSBC expects the focus on mortgage securitisations to continue and that it may be subject to additional claims, litigation and governmental or regulatory scrutiny relating to its participation in the US mortgage securitisation market.
Anti-money laundering and sanctions-related matters
In October 2010, HSBC Bank USA entered into a consent cease and desist order with the OCC, and HNAH entered into a consent cease and desist order with the FRB. In 2012, HSBC Bank USA further entered into an enterprise-wide compliance consent order (each an ‘Order’ and together, the ‘Orders’). These Orders required improvements to establish an effective compliance risk management programme across HSBC’s US businesses, including risk management related to the Bank Secrecy Act (‘BSA’) and AML compliance. While these Orders remain open, HSBC Bank USA and HNAH believe that they have taken appropriate steps to bring themselves into compliance with the requirements of the Orders.
In December 2012, HSBC Holdings, HNAH and HSBC Bank USA entered into agreements with US and UK government and regulatory agencies regarding past inadequate compliance with the BSA, AML and sanctions laws. Among those agreements, HSBC Holdings and HSBC Bank USA entered into a five -year deferred prosecution agreement with, among others, the DoJ (the ‘AML DPA’); and HSBC Holdings consented to a cease and desist order, and HSBC Holdings and HNAH consented to a civil money penalty order with the FRB. HSBC Holdings also entered into an agreement with the Office of Foreign Assets Control (‘OFAC’) regarding historical transactions involving parties subject to OFAC sanctions, as well as an undertaking with the UK FCA to comply with certain forward-looking AML and sanctions-related obligations. In addition, HSBC Bank USA entered into civil money penalty orders with the Financial Crimes Enforcement Network of the US Treasury Department (‘FinCEN’) and the OCC.
Under these agreements, HSBC Holdings and HSBC Bank USA made payments totalling $1.9 bn to US authorities and undertook various further obligations, including, among others, to retain an independent compliance monitor (who is, for FCA purposes, a ‘skilled person’ under section 166 of the Financial Services and Markets Act) to produce annual assessments of the Group’s AML and sanctions compliance programme (the ‘Monitor’). Under the cease and desist order issued by the FRB in 2012, the Monitor also serves as an independent consultant to conduct annual assessments. In February 2018, the Monitor delivered his fourth annual follow-up review report.
Through his country-level reviews, the Monitor identified potential anti-money laundering and sanctions compliance issues that HSBC is reviewing further with the DoJ, FRB and/or FCA. In particular, the DoJ is investigating HSBC’s handling of a corporate customer’s accounts. In addition, FinCEN as well as the Civil Division of the US Attorney’s Office for the Southern District of New York are investigating the collection and transmittal of third-party originator information in certain payments instructed over HSBC’s proprietary payment systems. The FCA is also conducting an investigation into HSBC Bank plc’s compliance with UK money laundering regulations and financial crime systems and controls requirements. HSBC is cooperating with all of these investigations.
In December 2017, the AML DPA expired and the charges deferred by the AML DPA were dismissed. The Monitor will continue working in his capacity as a skilled person and independent consultant for a period of time at the FCA’s and FRB’s discretion. The role of the Monitor and his fourth annual follow-up review report, as well as the AML DPA and related agreements and consent orders are discussed on pages 97 and 118 .
Concurrent with entry into the AML DPA, HSBC Bank USA also entered into two consent orders with the OCC. The first, discussed above, required HSBC Bank USA to adopt an enterprise-wide compliance programme. The second required HSBC Bank USA to correct the circumstances noted in the OCC’s report and imposed restrictions on HSBC Bank USA acquiring control of, or holding an interest in, any new financial subsidiary, or commencing a new activity in its existing financial subsidiary, without the OCC’s prior approval.
These settlements with US and UK authorities have led to private litigation, and do not preclude further private litigation related to HSBC’s compliance with applicable BSA, AML and sanctions laws or other regulatory or law enforcement actions for BSA, AML, sanctions or other matters not covered by the various agreements.
In May 2014, a shareholder derivative action was filed by a shareholder of HSBC Holdings purportedly on behalf of HSBC Holdings, HSBC Bank USA, HNAH and HSBC USA Inc. (the ‘Nominal Corporate Defendants’) in New York state court against certain current and former directors and officers of those HSBC companies (the ‘Individual Defendants’). The complaint alleges that the Individual Defendants breached their fiduciary duties to the Nominal Corporate Defendants and caused a waste of corporate assets by allegedly permitting and/or causing the conduct underlying the AML DPA. In November 2015, the New York state court granted the Nominal Corporate Defendants’ motion to dismiss. The plaintiff has appealed that decision.
In July 2014, a claim was filed in the Ontario Superior Court of Justice against HSBC Holdings and a former employee purportedly on behalf of a class of persons who purchased HSBC common shares and American Depositary Shares between July 2006 and July 2012. The complaint, which seeks monetary damages of up to CA $20 bn, alleges that the defendants made statutory and common law misrepresentations in documents released by HSBC Holdings and its wholly owned indirect subsidiary, HSBC Bank Canada, relating to

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HSBC’s compliance with BSA, AML, sanctions and other laws. In September 2017, the Ontario Superior Court of Justice dismissed the statutory claims against HSBC Holdings and the former employee for lack of jurisdiction, and stayed the common law misrepresentation claim against HSBC Holdings on the basis of forum non-conveniens. In October 2017, the plaintiff appealed to the Court of Appeal for Ontario, where the matter is pending.
Since November 2014, five lawsuits have been filed in federal court in New York, Illinois and Texas, against various HSBC companies and others, on behalf of plaintiffs who are, or are related to, victims of terrorist attacks in Iraq and Jordan or of cartel violence in Mexico. In each case, it is alleged that the defendants aided and abetted the unlawful conduct of various sanctioned parties in violation of the US Anti-Terrorism Act. One action was voluntarily dismissed in October 2017. The remaining actions are pending in federal court in New York and are at an early stage.
Based on the facts currently known, it is not practicable at this time for HSBC to predict the resolution of these matters, including the timing or any possible impact on HSBC, which could be significant.
Tax-related investigations
Various tax administration, regulatory and law enforcement authorities around the world, including in the US, Belgium, Argentina, India and Spain are conducting investigations and reviews of HSBC Private Bank (Suisse) SA (‘HSBC Swiss Private Bank’) and other HSBC companies, in connection with allegations of tax evasion or tax fraud, money laundering and unlawful cross-border banking solicitation.
HSBC continues to cooperate in ongoing investigations by the DoJ and the US Internal Revenue Service regarding whether certain HSBC companies and employees, including those associated with HSBC Swiss Private Bank and an HSBC company in India, acted appropriately in relation to certain customers who may have had US tax reporting obligations. In connection with these investigations, HSBC Swiss Private Bank, with due regard for Swiss law, has produced records and other documents to the DoJ. In August 2013, the DoJ informed HSBC Swiss Private Bank that it was not eligible for the ‘Program for Non-Prosecution Agreements or Non-Target Letters for Swiss Banks’ since a formal investigation had previously been authorised.
In November 2014, HSBC Swiss Private Bank was placed under formal criminal examination in France for alleged tax-related offences in 2006 and 2007 and, in April 2015, HSBC Holdings was informed that it had been placed under formal criminal examination in France in connection with the conduct of HSBC Swiss Private Bank. In November 2017, HSBC Swiss Private Bank reached an agreement with the French public prosecutor to resolve its investigation. Under the terms of the settlement, HSBC Swiss Private Bank agreed to pay
€300 million in fines and damages. The investigation into HSBC Holdings was dismissed without further proceedings.
In November 2014, HSBC Swiss Private Bank was also placed under formal criminal examination in Belgium for alleged tax-related offences. In June 2017, Belgian authorities placed HSBC Holdings and HSBC Private Bank Holdings (Suisse) SA, a Swiss holding company, under formal criminal examination.
In November 2014, the Argentine tax authority initiated a criminal action against various individuals, including current and former HSBC employees. The criminal action includes allegations of tax evasion, conspiracy to launder undeclared funds and an unlawful association among HSBC Swiss Private Bank, HSBC Bank Argentina, HSBC Bank USA and certain HSBC employees, which allegedly enabled numerous HSBC customers to evade their Argentine tax obligations.
In February 2015, the Indian tax authority issued a summons and request for information to an HSBC company in India. In August 2015 and November 2015, HSBC companies received notices issued by two offices of the Indian tax authority, alleging that the Indian tax authority had sufficient evidence to initiate prosecution against HSBC Swiss Private Bank and an HSBC company in Dubai for allegedly abetting tax evasion of four different Indian individuals and/or families and requesting that the HSBC companies show why such prosecution should not be initiated. HSBC Swiss Private Bank and the HSBC company in Dubai have responded to the show cause notices. HSBC is cooperating with the relevant authorities.
At 31 December 2017, HSBC has recognised a provision for these various matters in the amount of $604m . There are many factors that may affect the range of outcomes, and the resulting financial impact, of these investigations and reviews. Based on the information currently available, management’s estimate of the possible aggregate penalties that might arise as a result of the matters in respect of which it is practicable to form estimates is up to or exceeding $1.5b n, including amounts for which a provision has been recognised. Due to uncertainties and limitations of these estimates, the ultimate penalties could differ significantly from this amount.
In light of the media attention regarding these matters, it is possible that other tax administration, regulatory or law enforcement authorities will also initiate or enlarge similar investigations or regulatory proceedings.
Mossack Fonseca & Co.
HSBC has received requests for information from various regulatory and law enforcement authorities around the world concerning persons and entities believed to be linked to Mossack Fonseca & Co., a service provider of personal investment companies. HSBC is cooperating with the relevant authorities.
Based on the facts currently known, it is not practicable at this time for HSBC to predict the resolution of this matter, including the timing or any possible impact on HSBC, which could be significant.
London interbank offered rates, European interbank offered rates and other benchmark interest rate investigations and litigation
Various regulators and competition and law enforcement authorities around the world, including in the UK, the US, the EU and Switzerland, are conducting investigations and reviews related to certain past submissions made by panel banks and the processes for making submissions in connection with the setting of Libor, Euribor and other benchmark interest rates and screens used to price certain derivative products. HSBC has been the subject of regulatory demands for information and is cooperating with those investigations and reviews.
In December 2016, the European Commission (the ‘Commission’) issued a decision finding that HSBC, among other banks, engaged in anti-competitive practices in connection with the pricing of euro interest rate derivatives in early 2007. The Commission imposed a fine on HSBC based on a one -month infringement. HSBC has appealed the decision.
US dollar Libor: Beginning in 2011, HSBC and other panel banks have been named as defendants in a number of private lawsuits filed in the US with respect to the setting of US dollar Libor. The complaints assert claims under various US laws, including US antitrust and racketeering laws, the US Commodity Exchange Act (‘US CEA’), and state law. The lawsuits include individual and putative class actions, most of which have been transferred and/or consolidated for pre-trial purposes before the New York District Court.

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The New York District Court has issued decisions dismissing certain of the claims in response to motions filed by the defendants. Those decisions resulted in the dismissal of the plaintiffs’ federal and state antitrust claims, racketeering claims and unjust enrichment claims. The dismissal of the antitrust claims was appealed to the US Court of Appeals for the Second Circuit, which reversed the decisions in May 2016. In July 2016, the defendants filed a joint motion to dismiss the antitrust claims on additional grounds not previously addressed by the court and, in December 2016, the New York District Court granted in part and denied in part the motion, leaving only certain antitrust claims to be litigated. Certain plaintiffs have appealed the December 2016 order to the US Court of Appeals for the Second Circuit. Separately, in October 2016, the New York District Court granted a motion to dismiss claims brought by certain individual plaintiffs for lack of personal jurisdiction, which is also on appeal to the Second Circuit. Finally, in January 2017, the District Court granted the defendants’ motion to dismiss certain of the remaining antitrust claims against defendants that did not serve on the US dollar Libor submission panel. In the New York District Court, the cases with remaining claims against HSBC have been stayed while the court considers motions to certify classes in several putative class actions that are pending against HSBC’s co-defendants.
In 2017, HSBC reached agreements with plaintiffs to resolve three putative class actions brought on behalf of persons who purchased US dollar Libor-indexed bonds, persons who purchased US Libor-indexed-exchange-traded instruments and US based lending institutions that made or purchased US dollar Libor-indexed loans. In February 2018, HSBC reached an agreement with plaintiffs to resolve a putative class action brought on behalf of persons who purchased US dollar Libor-indexed interest rate swaps and other instruments directly from the defendant banks and their affiliates. These settlements are subject to court approval.
Euribor: In November 2013, HSBC and other panel banks were named as defendants in a putative class action filed in the New York District Court on behalf of persons who transacted in euro futures contracts and other financial instruments allegedly related to Euribor. The complaint alleges, among other things, misconduct related to Euribor in violation of US antitrust laws, the US CEA and state law. In December 2016, HSBC reached an agreement with plaintiffs to resolve this action, subject to court approval. The court issued an order granting preliminary approval in January 2017, and has scheduled the final approval hearing in May 2018.
Singapore Interbank Offered Rate (‘SIBOR’), Singapore Swap Offer Rate (‘SOR’) and Australia Bank Bill Swap Rate (‘BBSW’): I n July 2016 and August 2016, HSBC and other panel banks were named as defendants in two putative class actions filed in the New York District Court on behalf of persons who transacted in products related to the SIBOR, SOR and BBSW benchmark rates. The complaints allege, among other things, misconduct related to these benchmark rates in violation of US antitrust, commodities and racketeering laws, and state law. In August 2017, the defendants moved to dismiss the SIBOR and SOR case, and this motion remains pending. The defendants moved to dismiss the BBSW case in February 2017 and this motion also remains pending.
US dollar International Swaps and Derivatives Association fix (‘ISDAfix’): In September 2014, HSBC and other panel banks were named as defendants in a number of putative class actions consolidated in the New York District Court on behalf of persons who transacted in interest rate derivatives or purchased or sold financial instruments that were either tied to ISDAfix rates or were executed shortly before, during, or after the time of the daily ISDAfix setting window. The consolidated complaint alleges, among other things, misconduct related to these activities in violation of US antitrust laws, the US CEA and state law. HSBC’s motion to dismiss the complaint was denied in March 2016. In June 2017, HSBC reached an agreement with plaintiffs to resolve this consolidated action, subject to court approval. The court issued an order granting preliminary approval in July 2017, but has not yet set a date for the final approval hearing.
Canadian Dealer Offered Rate: In January 2018, various HSBC entities and other banks were named as defendants in a putative class action filed in the New York District Court in relation to the Canadian Dealer Offered Rate. The claim, which is at an early stage, asserts various breaches of US laws, including US antitrust and racketeering laws, the US CEA, and common law.
There are many factors that may affect the range of outcomes, and the resulting financial impact, of these matters, which could be significant.
Supranational, sovereign and agency bonds
In April 2017, various HSBC companies, among other banks, were added as defendants in a putative class action alleging a conspiracy to manipulate the market for US dollar-denominated supranational, sovereign and agency bonds between 2005 and 2015 in violation of US antitrust laws. In November 2017, plaintiffs filed an amended consolidated complaint which omitted certain HSBC defendants. The remaining HSBC defendants moved to dismiss the amended consolidated complaint, and this motion remains pending.
In November 2017, various HSBC companies and other financial institutions were named as defendants in a putative class action issued in Canada making similar allegations under Canadian law. The claim has not yet been served.
Based on the facts currently known, it is not practicable at this time for HSBC to predict the resolution of these matters, including the timing or any possible impact on HSBC, which could be significant.
Foreign exchange rate investigations and litigation
Various regulators and competition and law enforcement authorities around the world, including in the US, the EU, Switzerland, Brazil, South Korea and South Africa, are conducting civil and criminal investigations and reviews into trading by HSBC and others on the foreign exchange markets. HSBC is cooperating with these investigations and reviews.
In August 2016, the DoJ indicted two now-former HSBC employees and charged them with wire fraud and conspiracy relating to a 2011 foreign exchange transaction. In October 2017, one of the former employees was found guilty after trial. In January 2018, HSBC Holdings entered into a three -year deferred prosecution agreement with the Criminal Division of the DoJ (the ‘FX DPA’), regarding fraudulent conduct in connection with two particular transactions in 2010 and 2011. This concluded the DoJ’s investigation into HSBC’s historical foreign exchange activities. Under the terms of the FX DPA, HSBC has a number of ongoing obligations, including continuing to cooperate with authorities and implementing enhancements to its internal controls and procedures in its Global Markets business, which will be the subject of annual reports to the DoJ. In addition, HSBC agreed to pay a financial penalty and restitution.
In September 2017, HSBC Holdings and HNAH consented to a civil money penalty order with the FRB in connection with its investigation into HSBC’s foreign exchange activities. Under the terms of the order, HSBC Holdings and HNAH agreed to undertake certain remedial steps and to pay a civil money penalty to the FRB.
In December 2016, HSBC Bank plc entered into a settlement with Brazil’s Administrative Council of Economic Defense (‘CADE’) in connection with its investigation into 15 banks, including HSBC Bank plc, as well as 30 individuals, relating to practices in the offshore foreign exchange market. Under the terms of the settlement, HSBC Bank plc agreed to pay a financial penalty to CADE. CADE has also publicly announced that it is initiating a separate investigation into the onshore foreign exchange market and has identified a number of banks, including HSBC, as subjects of its investigation.

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In February 2017, the Competition Commission of South Africa referred a complaint for proceedings before the South African Competition Tribunal against 18 financial institutions, including HSBC Bank plc, for alleged misconduct related to the foreign exchange market in violation of South African antitrust laws. In April 2017, HSBC filed an exception to the complaint, based on a lack of jurisdiction and statute of limitations. In January 2018, the South African Competition Tribunal approved the provisional referral of additional financial institutions, including HSBC Bank USA, to the proceedings. These proceedings are at an early stage.
In late 2013 and early 2014, HSBC and other banks were named as defendants in various putative class actions consolidated in the New York District Court. The consolidated complaint alleged, among other things, that the defendants conspired to manipulate the WM/Reuters foreign exchange benchmark rates. In September 2015, HSBC reached an agreement with plaintiffs to resolve the consolidated action, subject to court approval. In December 2015, the court granted preliminary approval of the settlement, and HSBC made payment of the agreed settlement amount into an escrow account. The settlement remains subject to final approval by the court.
In June 2015, a putative class action was filed in the New York District Court making similar allegations on behalf of Employee Retirement Income Security Act of 1974 (‘ERISA’) plan participants. The court dismissed the claims in the ERISA action, and the plaintiffs have appealed to the US Court of Appeals for the Second Circuit. In May 2015, another complaint was filed in the US District Court for the Northern District of California making similar allegations on behalf of retail customers. HSBC filed a motion to transfer that action from California to New York, which was granted in November 2015. In March 2017, the New York District Court dismissed the retail customers’ complaint in response to the defendants’ joint motion to dismiss. In August 2017, the retail customer plaintiffs filed an amended complaint and the defendants moved to dismiss. The motion remains pending. In April and June 2017, putative class actions making similar allegations on behalf of purported ‘indirect’ purchasers of foreign exchange products were filed in New York. Those plaintiffs subsequently filed a consolidated amended complaint. HSBC’s motion to dismiss the consolidated amended complaint was filed in August 2017 and remains pending.
In September 2015, two additional putative class actions making similar allegations under Canadian law were issued in Canada against various HSBC companies and other financial institutions. In June 2017, HSBC reached an agreement with the plaintiffs to resolve these actions. The settlement received final court approval in October 2017.
At 31 December 2017, HSBC has recognised a provision for these and similar matters in the amount of $511m. There are many factors that may affect the range of outcomes, and the resulting financial impact, of these matters. Due to uncertainties and limitations of these estimates, the ultimate penalties could differ significantly from the amount provided.
Precious metals fix-related investigations and litigation
Various regulators and competition and law enforcement authorities, including in the US and the EU, are conducting investigations and reviews relating to HSBC’s precious metals operations and trading. HSBC is cooperating with these investigations and reviews. In November 2014, the Antitrust Division and Criminal Fraud Section of the DoJ issued a document request to HSBC Holdings, seeking the voluntary production of certain documents in connection with a criminal investigation that the DoJ is conducting of alleged anti-competitive and manipulative conduct in precious metals trading. In January 2016, the Antitrust Division of the DoJ informed HSBC that it was closing its investigation. In January 2018, HSI reached an agreement with the US Commodity Futures Trading Commission (‘CFTC’) to resolve its investigation of HSBC’s precious metals activities. Under the terms of the settlement, HSBC Securities (USA) Inc. agreed to pay a financial penalty to the CFTC.
Gold: Beginning in March 2014, numerous putative class actions were filed in the New York District Court and the US District Courts for the District of New Jersey and the Northern District of California, naming HSBC and other members of The London Gold Market Fixing Limited as defendants. The complaints allege that, from January 2004 to June 2013, defendants conspired to manipulate the price of gold and gold derivatives for their collective benefit in violation of US antitrust laws, the US CEA and New York state law. The actions were consolidated in the New York District Court. The defendants’ motion to dismiss the consolidated action was granted in part and denied in part in October 2016. In June 2017, the court granted plaintiffs leave to file a third amended complaint, which names a new defendant. The court has denied the pre-existing defendants’ request for leave to file a joint motion to dismiss. HSBC and the other pre-existing defendants have requested a stay of discovery.
Beginning in December 2015, numerous putative class actions under Canadian law were filed in the Ontario and Quebec Superior Courts of Justice against various HSBC companies and other financial institutions. The plaintiffs allege that, among other things, from January 2004 to March 2014, defendants conspired to manipulate the price of gold and gold derivatives in violation of the Canadian Competition Act and common law. These actions are at an early stage.
Silver: Beginning in July 2014, numerous putative class actions were filed in the US District Courts for the Southern and Eastern Districts of New York, naming HSBC and other members of The London Silver Market Fixing Ltd as defendants. The complaints allege that, from January 2007 to December 2013, the defendants conspired to manipulate the price of silver and silver derivatives for their collective benefit in violation of US antitrust laws, the US CEA and New York state law. The actions were consolidated in the New York District Court. The defendants’ motion to dismiss the consolidated action was granted in part and denied in part in October 2016. In June 2017, the court granted plaintiffs leave to file a third amended complaint, which names several new defendants. The court has denied the pre-existing defendants’ request for leave to file a joint motion to dismiss. HSBC and the other pre-existing defendants have requested a stay of discovery.
In April 2016, two putative class actions under Canadian law were filed in the Ontario and Quebec Superior Courts of Justice against various HSBC companies and other financial institutions. Plaintiffs in both actions allege that, from January 1999 to August 2014, the defendants conspired to manipulate the price of silver and silver derivatives in violation of the Canadian Competition Act and common law. The Ontario action is at an early stage. The Quebec action has been temporarily stayed.
Platinum and palladium: Between late 2014 and early 2015, numerous putative class actions were filed in the New York District Court, naming HSBC and other members of The London Platinum and Palladium Fixing Company Limited as defendants. The complaints allege that, from January 2008 to November 2014, the defendants conspired to manipulate the price of platinum group metals (‘PGM’) and PGM-based financial products for their collective benefit in violation of US antitrust laws and the US CEA. In March 2017, the defendants’ motion to dismiss the second amended consolidated complaint was granted in part and denied in part. In June 2017, plaintiffs filed a third amended complaint. The defendants filed a joint motion to dismiss, which remains pending.
There are many factors that may affect the range of outcomes, and the resulting financial impact, of these matters, which could be significant.

HSBC Holdings plc
285



Notes on the Financial Statements

Treasury auctions
Beginning in July 2015, HSI, among other financial institutions, was named as a defendant in several putative class actions filed in the New York District Court. The complaints generally allege that the defendants violated US antitrust laws and the US CEA by colluding
to manipulate prices of US Treasury securities sold at auction. The cases have been consolidated in the New York District Court. In November 2017, the plaintiffs filed an amended consolidated complaint that focused on a sub-group of primary dealer defendants, and dropped several of the financial institutions named in the original consolidated complaint, including HSBC. In December 2017 the court dismissed the consolidated class claims against those defendants, including HSBC, not named in the consolidated amended complaint.
The DoJ has also requested information from HSBC and reportedly other banks regarding US Treasury securities trading practices. HSBC is cooperating with this ongoing investigation.
Based on the facts currently known, it is not practicable at this time for HSBC to predict the resolution of these matters, including the timing or any possible impact on HSBC, which could be significant.
Interest rate swap and credit default swap litigation
In February 2016, various HSBC companies, among others, were added as defendants in a putative class action filed in the New York District Court. The complaint alleged that the defendants violated US antitrust laws by, among other things, conspiring to boycott and eliminate various entities and practices that would have brought exchange trading to buy-side investors in the interest rate swaps marketplace. In June 2016, this action along with other complaints filed in the New York District Court and the Illinois District Court were consolidated in the New York District Court and, in January 2017, the defendants filed a motion to dismiss. In July 2017, the court granted HSBC’s motion to dismiss.
In June 2017, certain plaintiffs in the consolidated action brought a separate individual action in the New York District Court against most of the same defendants, alleging similar violations of federal and state antitrust laws and breaches of common law in relation to the credit default swap market.
Based on the facts currently known, it is not practicable at this time for HSBC to predict the resolution of these matters, including the timing or any possible impact on HSBC, which could be significant.
Fédération Internationale de Football Association (‘FIFA’) related investigations
HSBC has received enquiries from the DoJ regarding its banking relationships with certain individuals and entities that are or may be associated with FIFA. The DoJ is investigating whether multiple financial institutions, including HSBC, permitted the processing of suspicious or otherwise improper transactions, or failed to observe applicable AML laws and regulations. HSBC is cooperating with the DoJ’s investigation.
Based on the facts currently known, it is not practicable at this time for HSBC to predict the resolution of this matter, including the timing or any possible impact on HSBC, which could be significant.
Hiring practices investigation
The US Securities and Exchange Commission (the ‘SEC’) is investigating multiple financial institutions, including HSBC, in relation to hiring practices of candidates referred by or related to government officials or employees of state-owned enterprises in Asia-Pacific. HSBC has received various requests for information and is cooperating with the SEC’s investigation.
Based on the facts currently known, it is not practicable at this time for HSBC to predict the resolution of this matter, including the timing or any possible impact on HSBC, which could be significant.
Stanford litigation
In January 2018, HSBC Bank plc received a letter of claim from the Antiguan Joint Liquidators of Stanford International Bank Ltd (‘SIB’) asserting various claims in connection with HSBC Bank plc’s role as a correspondent bank to SIB from 2003 to 2009. HSBC Bank plc denies the allegations and is preparing its response.
HSBC Bank plc continues to defend putative class action lawsuits in the US District Court for the Northern District of Texas against HSBC Bank plc and other bank and individual defendants. The complaints, filed by the Official Stanford Investors Committee and a putative class of persons who held monies on deposit and/or certificates of deposit issued by SIB, allege various fraudulent transfer, statutory and tort claims. In November 2017, the court denied the class plaintiffs' motion for class certification. Permission to appeal that ruling has been requested by the class plaintiffs.
Based on the facts currently known, it is not practicable at this time for HSBC to predict the resolution of these matters, including the timing or any possible impact on HSBC, which could be significant.
35
Related party transactions
Related parties of the Group and HSBC Holdings include subsidiaries, associates, joint ventures, post-employment benefit plans for HSBC employees, Key Management Personnel (‘KMP’) as defined by IAS 24, close family members of KMP and entities which are controlled or jointly controlled by KMP or their close family members. KMP are defined as those persons having authority and responsibility for planning, directing and controlling the activities of HSBC Holdings. These individuals also constitute ‘senior management’ for the purposes of the Hong Kong Listing Rules. Following a review of the application of IAS 24, it was determined that the roles of Chief Legal Officer, Group Head of Internal Audit and Group Head of Human Resources did not meet the criteria for KMP as provided for in the standard.
Particulars of transactions with related parties are tabulated below. The disclosure of the year-end balance and the highest amounts outstanding during the year is considered to be the most meaningful information to represent the amount of the transactions and outstanding balances during the year.
Key Management Personnel
Details of Directors’ remuneration and interest in shares are disclosed in the Directors’ Remuneration Report on pages 186 to 202 . IAS 24 ‘Related party disclosures’ requires the following additional information for key management compensation.

286
HSBC Holdings plc



Compensation of Key Management Personnel

2017

2016

2015


$m

$m

$m

Short-term employee benefits
43

41

40

Post-employment benefits


1

Other long-term employee benefits
5

5

9

Share-based payments
35

37

51

Year ended 31 Dec
83

83

101

Shareholdings, options and other securities of Key Management Personnel

2017

2016


(000s)

(000s)

Number of options held over HSBC Holdings ordinary shares under employee share plans
15

18

Number of HSBC Holdings ordinary shares held beneficially and non-beneficially
22,609

22,283

At 31 Dec
22.624

22,301

Transactions and balances during the year with Key Management Personnel


2017
2016


Balance at 31 Dec
Highest amounts outstanding
during year
Balance
at 31 Dec

Highest amounts outstanding
during year


Footnotes
$m
$m
$m

$m

Key Management Personnel
1






Advances and credits
2
329
334
215

220

Guarantees

6
52
55

63

Deposits

300
893
229

677

1
Includes Key Management Personnel, close family members of Key Management Personnel and entities which are controlled or jointly controlled by Key Management Personnel or their close family members.
2
Advances and credits entered into by subsidiaries of HSBC Holdings during 2017 with Directors, disclosed pursuant to Section 413 of the Companies Act 2006, totalled $2m ( 2016 : $2m ).
Some of the transactions were connected transactions as defined by the Rules Governing The Listing of Securities on The Stock Exchange of Hong Kong Limited, but were exempt from any disclosure requirements under the provisions of those rules. The above transactions were made in the ordinary course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with persons of a similar standing or, where applicable, with other employees. The transactions did not involve more than the normal risk of repayment or present other unfavourable features.
Associates and joint ventures
The Group provides certain banking and financial services to associates and joint ventures including loans, overdrafts, interest and non-interest bearing deposits and current accounts. Details of the interests in associates and joint ventures are given in Note 17 .
Transactions and balances during the year with associates and joint ventures

2017
2016

Highest balance
during the year

Balance at
31 Dec

Highest balance
during the year

Balance at
31 Dec


$m

$m

$m

$m

Unsubordinated amounts due from joint ventures
138

119

126

113

Unsubordinated amounts due from associates
3,104

2,537

3,136

2,881

Subordinated amounts due from associates
411

411



Amounts due to associates
2,617

1,232

1,112

576

Guarantees and commitments
654

665

776

594

The above outstanding balances arose in the ordinary course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with third-party counterparties.
Post-employment benefit plans
At 31 December 2017 , $ 5.3bn ( 2016 : $ 4.4bn ) of HSBC post-employment benefit plan assets were under management by
HSBC companies, earning management fees of $ 8m in 2017 ( 2016 : $ 6m ). At 31 December 2017 , HSBC’s post-employment
benefit plans had placed deposits of $ 875m ( 2016 : $ 710m ) with its banking subsidiaries, earning interest payable to the schemes
of nil ( 2016 : $ 1m ). The above outstanding balances arose from the ordinary course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with third-party counterparties.
The HSBC Bank (UK) Pension Scheme and International Staff Retirement Benefit Scheme enter into swap transactions with HSBC to manage inflation and interest rate sensitivity of its liabilities and selected assets. At 31 December 2017 , the gross notional value of the swaps with HSBC Bank (UK) Pension Scheme was $11.3bn ( 2016 : $10.5bn ); these swaps had a positive fair value to the scheme of $1.0bn ( 2016 : $0.9bn ); and HSBC had delivered collateral of $1.0bn ( 2016 : $0.9bn ) to the scheme in respect of these arrangements.
At 31 December 2017 , the International Staff Retirement Benefit Scheme no longer held any swaps. In the prior year, it held swaps (gross notional value in 2016 : $1.2bn ) which had a net negative fair value to the scheme ( 2016 : $85m negative). All swaps were executed at prevailing market rates and within standard market bid/offer spreads.

HSBC Holdings plc
287



Notes on the Financial Statements

HSBC Holdings
Details of HSBC Holdings’ subsidiaries are shown in Note 37 .
Transactions and balances during the year with subsidiaries

2017
2016

Highest balance
during the year

Balance at
31 Dec

Highest balance
during the year

Balance at
31 Dec


$m

$m

$m

$m

Assets




Cash and balances with HSBC undertakings
1,985

1,985

997

247

Loans and advances to HSBC undertakings designated at fair value
11,944

11,944



Derivatives
2,796

2,388

4,494

2,148

Loans and advances to HSBC undertakings
89,810

76,627

77,732

77,421

Financial investments in HSBC undertakings
4,264

4,264

4,314

3,590

Investments in subsidiaries
95,850

92,930

97,827

95,850

Total related party assets at 31 Dec
206,649

190,138

185,364

179,256

Liabilities








Amounts owed to HSBC undertakings
2,906

2,571

3,823

2,157

Derivatives
4,904

3,082

5,025

5,025

Subordinated liabilities
892

892

1,749

891

Total related party liabilities at 31 Dec
8,702

6,545

10,597

8,073

Guarantees and commitments
9,692

7,778

63,719

7,619

The above outstanding balances arose in the ordinary course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with third-party counterparties.
Some employees of HSBC Holdings are members of the HSBC Bank (UK) Pension Scheme, which is sponsored by a separate Group company. HSBC Holdings incurs a charge for these employees equal to the contributions paid into the scheme on their behalf. Disclosure in relation to the scheme is made in Note 5 .
36
Events after the balance sheet date
A fourth interim dividend for 2017 of $ 0.21 per ordinary share (a distribution of approximately $4,199m ) was declared by the Directors after 31 December 2017.
These accounts were approved by the Board of Directors on 20 February 2018 and authorised for issue.
37
HSBC Holdings’ subsidiaries, joint ventures and associates
In accordance with section 409 of the Companies Act 2006 a list of HSBC Holdings plc subsidiaries, joint ventures and associates, the registered office address and the effective percentage of equity owned at 31 December 2017 is disclosed below.
Unless otherwise stated, the share capital comprises ordinary or common shares which are held by Group subsidiaries. The ownership percentage is provided for each undertaking. The undertakings below are consolidated by HSBC unless otherwise indicated.

288
HSBC Holdings plc



Subsidiaries
Subsidiaries
% of share class held by immediate parent company (or by the Group where this varies)
Footnotes

ACN 087 652 113 Pty Limited
100.00

15

Almacenadora Banpacifico S.A. (in liquidation)
99.99

9, 16

Assetfinance December (F) Limited
100.00

17

Assetfinance December (H) Limited
100.00

17

Assetfinance December (M) Limited
100.00

17

Assetfinance December (P) Limited
100.00

17

Assetfinance December (R) Limited
100.00

17

Assetfinance June (A) Limited
100.00

17

Assetfinance June (D) Limited
100.00

17

Assetfinance Limited
100.00

17

Assetfinance March (B) Limited
100.00

18

Assetfinance March (D) Limited
100.00

17

Assetfinance March (F) Limited
100.00

17

Assetfinance September (F) Limited
100.00

17

Assetfinance September (G) Limited
100.00

17

B&Q Financial Services Limited
100.00

19

Banco Nominees (Guernsey) Limited
100.00

9, 20

Banco Nominees 2 (Guernsey) Limited
100.00

20

Banco Nominees Limited
100.00

21

Bank of Bermuda (Cayman) Limited
100.00

22

Beau Soleil Limited Partnership
n/a
 
7, 9, 23

Beijing Miyun HSBC Rural Bank Company Limited
100.00

12, 24

Beneficial Company LLC
100.00

25

Beneficial Consumer Discount Company
100.00

26

Beneficial Financial I Inc.
100.00

27

Beneficial Florida Inc.
100.00

25

Beneficial Homeowner Service Corporation
100.00

25

Beneficial Kentucky Inc.
100.00

25

Beneficial Loan & Thrift Co.
100.00

25

Beneficial Louisiana Inc.
100.00

25

Beneficial Maine Inc.
100.00

25

Beneficial Massachusetts Inc.
100.00

25

Beneficial Michigan Inc.
100.00

25

Beneficial New Hampshire Inc.
100.00

25

Beneficial Oregon Inc.
100.00

25

Beneficial Rhode Island Inc.
100.00

25

Beneficial South Dakota Inc.
100.00

25

Beneficial Tennessee Inc.
100.00

28

Beneficial West Virginia, Inc.
100.00

29

Beneficial Wyoming Inc.
100.00

30

BFC Insurance Agency of Nevada
100.00

223

Billingsgate Nominees Limited
100.00

17

Cal-Pacific Services, Inc.
100.00

27

Canada Crescent Nominees (UK) Limited
100.00

17

Canada Square Nominees (UK) Limited
100.00

17

Canada Square Property Participations Limited
100.00

17

Canada Water Nominees (UK) Limited
100.00

17

Capco/Cove, Inc.
100.00

31

Card-Flo #1, Inc.
100.00

32

Card-Flo #3, Inc.
100.00

25

Cayman International Finance Limited
100.00

33

CC&H Holdings LLC
100.00

34

CCF Charterhouse GmbH & Co Asset Leasing KG (In Liquidation)
100.00
(99.99)
35

CCF Charterhouse GmbH (in Liquidation)
100.00
(99.99)
4, 35


CCF Holding (LIBAN) S.A.L. (in liquidation)
74.99

1, 36


CCF & Partners Asset Management Limited
99.99

17

Charterhouse Administrators ( D.T.) Limited
100.00
(99.99)
9, 17

Charterhouse Development Limited
100.00

17

Charterhouse Management Services Limited
100.00
(99.99)
9, 17

Charterhouse Pensions Limited
100.00

17

 
Subsidiaries
% of share class held by immediate parent company (or by the Group where this varies)
Footnotes
Chongqing Dazu HSBC Rural Bank Company Limited
(100.00)
 
12, 37
Chongqing Fengdu HSBC Rural Bank Company Limited
100.00

12, 38
Chongqing Rongchang HSBC Rural Bank Company Limited
100.00

12, 39
CL Residential Limited (in liquidation)
100.00

40
COIF Nominees Limited
100.00

17
Cordico Management AG
100.00

41
Corhold Limited (in liquidation)
100.00

42
Dalian Pulandian HSBC Rural Bank Company Limited
100.00

12, 43
Decision One Mortgage Company, LLC
100.00

44
Dem 5
100.00
(99.99)
4, 9, 45
Dem 9
100.00
(99.99)
4, 9, 45
Dempar 1
100.00
(99.99)
4, 9, 46
Dempar 4
100.00
(99.99)
9, 46
Desarrollo Turistico, S.A. de C.V.
99.99

9, 16
Ellenville Holdings, Inc.
100.00

31
Elysees GmbH (in Liquidation)
100.00
(99.99)
35
Elysées Immo Invest
100.00
(99.99)
4, 47
EMTT Limited (in liquidation)
100.00

17
Equator Holdings Limited (in liquidation)
100.00

17
Eton Corporate Services Limited
100.00

20
Far East Leasing SA
100.00

48
Fdm 5 SAS
100.00
(99.99)
4, 9, 45
FEPC Leasing Ltd.
100.00

49
Finanpar 2
100.00
(99.99)
4, 9, 47
Finanpar 7
100.00
(99.99)
4, 9, 47
Flandres Contentieux S.A.
100.00
(99.99)
1, 4, 9, 50
Foncière Elysées
100.00
(99.99)
4, 9, 46
Forward Trust Rail Services Limited
100.00

17
Fujian Yongan HSBC Rural Bank Company Limited
100.00

12, 51
Fulcher Enterprises Company Limited
100.00
(62.14)
52
Fundacion HSBC, A.C.
99.99

1, 9, 11, 16
Gesellschaft fur Industrielle Beteiligungen und Finanzierung mbH
100.00
(80.67)
9, 53
Gesico International SA (in liquidation)
100.00

54
Giller Ltd.
100.00
 
31
GPIF Co-Investment, LLC
80.00

25
GPIF-I Equity Co., Ltd.
100.00

8, 22
GPIF-I Finance Co., Ltd
100.00
 
8, 22
Griffin International Limited
100.00
 
17
Grupo Financiero HSBC, S. A. de C. V.
99.99

9, 16
Guangdong Enping HSBC Rural Bank Company Limited
100.00

12, 55
GZ Guyerzeller Corporation (in liquidation)
100.00
 
129
Hang Seng (Nominee) Limited
100.00
(62.14)
52
Hang Seng Bank (China) Limited
100.00
(62.14)
12, 57
Hang Seng Bank (Trustee) Limited
100.00
(62.14)
52
Hang Seng Bank Limited
62.14

52
Hang Seng Bullion Company Limited
100.00
(62.14)
52
Hang Seng Credit Limited
100.00
(62.14)
52
Hang Seng Data Services Limited
100.00
(62.14)
52
Hang Seng Finance Limited
100.00
(62.14)
52
Hang Seng Financial Information Limited
100.00
(62.14)
52
Hang Seng Futures Limited
100.00
(62.14)
52
Hang Seng Indexes Company Limited
100.00
(62.14)
52
Hang Seng Insurance Company Limited
100.00
(62.14)
52
Hang Seng Investment Management Limited
100.00
(62.14)
52
Hang Seng Investment Services Limited
100.00

52
Hang Seng Life Limited
100.00
 
52
Hang Seng Real Estate Management Limited
100.00
 
52
Hang Seng Securities Limited
100.00
 
52

HSBC Holdings plc
289



Notes on the Financial Statements

Subsidiaries
% of share class held by immediate parent company (or by the Group where this varies)
Footnotes
Hang Seng Security Management Limited
100.00
 
52
Haseba Investment Company Limited
100.00
 
52
HFC Bank Limited (in liquidation)
100.00

40
HFC Company LLC
100.00

25
High Time Investments Limited
100.00
(62.14)
52
HITG Administration GmbH
100.00
 
58
Honey Green Enterprises Ltd.
100.00
 
59
Hongkong International Trade Finance (Holdings) Limited (in liquidation)
100.00
 
17
Household Capital Markets LLC
100.00
 
25
Household Commercial Financial Services, Inc.
100.00
 
26
Household Finance Consumer Discount Company
100.00
 
25
Household Finance Corporation II
100.00
 
25
Household Finance Corporation III
100.00

25
Household Finance Corporation of Alabama
100.00
 
224
Household Finance Corporation of California
100.00
 
25
Household Finance Industrial Loan Company of Iowa

100.00
 
225
Household Finance Realty Corporation of Nevada
100.00
 
25
Household Finance Realty Corporation of New York
100.00
 
25
Household Financial Center Inc.
100.00
 
25
Household Industrial Finance Company
100.00
 
226
Household Insurance Group Holding Company
100.00
 
227
Household International Europe Limited (in liquidation)
100.00
 
3, 40
Household Pooling Corporation
100.00
 
60
Household Realty Corporation
100.00
 
25
HRMG Nominees Limited
100.00
 
20
HSBC (BGF) Investments Limited
100.00
 
17
HSBC (BVI) Limited (in liquidation)
100.00
 
56
HSBC (General Partner) Limited
100.00
 
2, 61
HSBC (Guernsey) GP PCC Limited
100.00
 
1, 20
HSBC (Kuala Lumpur) Nominees Sdn Bhd
100.00
 
62
HSBC (Malaysia) Trustee Berhad
100.00
 
63
HSBC (Singapore) Nominees Pte Ltd
100.00

64
HSBC Administradora de Inversiones S.A.
100.00
(99.65)
65
HSBC Agency (India) Private Limited
100.00
 
66
HSBC Alpha Funding (UK) Holdings LP (in liquidation)
n/a
 
7, 67
HSBC Alternative Investments Limited
100.00

17
HSBC Amanah Malaysia Berhad
100.00
 
62
HSBC Amanah Takaful (Malaysia) Berhad
49.00

56, 62
HSBC Americas Corporation (Delaware)
100.00

25
HSBC Argentina Holdings S.A.
100.00
 
68
HSBC Asia Holdings (UK) Limited
100.00
 
17
HSBC Asia Holdings B.V.
100.00
 
3, 17
HSBC Asia Holdings Limited
100.00
 
2, 69
HSBC Asia Pacific Holdings (UK) Limited
100.00
 
17
HSBC Asset Finance (UK) Limited
100.00
 
17
HSBC Asset Finance Holdings Limited
100.00
 
17
HSBC Asset Finance M.O.G. Holdings (UK) Limited
100.00

17
HSBC Asset Management (India) Private Limited
100.00
(99.99)
3, 9, 70
HSBC Assurances Vie (France)
100.00
(99.99)
4, 9, 50
HSBC Australia Holdings Pty Limited
100.00

15
HSBC Bank (Chile)
100.00
(99.99)
9, 71
HSBC Bank (China) Company Limited
100.00
 
12, 72
HSBC Bank (General Partner) Limited
100.00
 
61
HSBC Bank (Mauritius) Limited
72.95

73
HSBC Bank (RR) (Limited Liability Company)
100.00

13, 74
HSBC Bank (Singapore) Limited
100.00
 
64
HSBC Bank (Taiwan) Limited
100.00
 
75
 
Subsidiaries
% of share class held by immediate parent company (or by the Group where this varies)
Footnotes
HSBC Bank (Uruguay) S.A.
100.00
 
76
HSBC Bank (Vietnam) Ltd.
100.00
 
77
HSBC Bank A.S.
100.00
 
78
HSBC Bank Argentina S.A.
100.00
(99.99)
79
HSBC Bank Armenia cjsc
70.00

80
HSBC Bank Australia Limited
100.00

15
HSBC Bank Bermuda Limited
100.00
 
21
HSBC Bank Canada
100.00
 
81
HSBC Bank Capital Funding (Sterling 1) LP
100.00
 
7, 61
HSBC Bank Capital Funding (Sterling 2) LP
100.00
 
7, 61
HSBC Bank Egypt S.A.E
94.54

82
HSBC Bank International Limited
100.00

83
HSBC Bank Malaysia Berhad
100.00

62
HSBC Bank Malta p.l.c.
70.03

84
HSBC Bank Middle East Limited
100.00

5, 85
HSBC Bank Middle East Limited, Representative Office Morocco SARL
100.00

86
HSBC Bank Nominee (Jersey) Limited
100.00

83
HSBC Bank Oman S.A.O.G.
51.00

87
HSBC Bank Pension Trust (UK) Limited
100.00

17
HSBC Bank plc
100.00

2, 17
HSBC Bank Polska S.A.
100.00

3, 88
HSBC Bank USA, National Association
100.00

3, 89
HSBC Branch Nominee (UK) Limited
100.00

17
HSBC Brasil Holding S.A.
100.00

90
HSBC Brasil S.A. Banco De Investimento
100.00

90
HSBC Broking Forex (Asia) Limited
100.00

69
HSBC Broking Futures (Asia) Limited
100.00

69
HSBC Broking Futures (Hong Kong) Limited
100.00

69
HSBC Broking Nominees (Asia) Limited
100.00

69
HSBC Broking Securities (Asia) Limited
100.00

69
HSBC Broking Securities (Hong Kong) Limited
100.00

69
HSBC Broking Services (Asia) Limited
100.00

69
HSBC Canada Holdings (UK) Limited
100.00

17
HSBC Canadian Covered Bond (Legislative) GP Inc
100.00

199
HSBC Capital (Canada) Inc.
100.00

91
HSBC Capital (USA), Inc.
100.00

25
HSBC Capital Funding (Dollar 1) L.P.
100.00

61
HSBC Capital Limited
100.00

69
HSBC Card Services Inc.
100.00

25
HSBC Casa de Bolsa, S.A. de C.V., Grupo Financiero HSBC
99.99

9, 16
HSBC Cayman Services Limited
100.00

33
HSBC City Funding Holdings
100.00

17
HSBC Client Holdings Nominee (UK) Limited
100.00

17
HSBC Client Share Offer Nominee (UK) Limited
100.00

17
HSBC Columbia Funding, LLC
100.00

25
HSBC Corporate Advisory (Malaysia) Sdn Bhd
100.00

62
HSBC Corporate Finance (Hong Kong) Limited
100.00

69
HSBC Corporate Trustee Company (UK) Limited
100.00

17
HSBC Credit Center, Inc.
100.00

25
HSBC Custody Nominees (Australia) Limited
100.00

15
HSBC Custody Services (Guernsey) Limited
100.00

20
HSBC Daisy Investments (Mauritius) Limited
100.00

92
HSBC Diversified Loan Fund General Partner Sarl
100.00

93
HSBC Electronic Data Processing (Guangdong) Limited
100.00

12, 94
HSBC Electronic Data Processing (Malaysia) Sdn Bhd
100.00

95
HSBC Electronic Data Processing (Philippines), Inc.
100.00

96
HSBC Electronic Data Processing India Private Limited
100.00

97

290
HSBC Holdings plc



Subsidiaries
% of share class held by immediate parent company (or by the Group where this varies)
Footnotes
HSBC Electronic Data Processing Lanka (Private) Limited
100.00

98
HSBC Electronic Data Service Delivery (Egypt) S.A.E.
100.00

99
HSBC Enterprise Investment Company (UK) Limited
100.00

17
HSBC Epargne Entreprise (France)
100.00
(99.99)
4, 9, 50
HSBC Equator (UK) Limited (in liquidation)
100.00

17
HSBC Equipment Finance (UK) Limited
100.00

17
HSBC Equities (Luxembourg) S.a r.l. (in liquidation)
100.00

1, 100
HSBC Equity (UK) Limited
100.00

17
HSBC Europe B.V.
100.00

17
HSBC European Clients Depositary Receipts Nominee (UK) Limited (in liquidation)
100.00

17
HSBC Executor & Trustee Company (UK) Limited
100.00

17
HSBC Factoring (France)
100.00
(99.99)
4, 9, 46
HSBC Finance (Brunei) Berhad
100.00

101
HSBC Finance (Netherlands)
100.00

2, 17
HSBC Finance Corporation
100.00

25
HSBC Finance Limited
100.00

17
HSBC Finance Mortgages Inc.
100.00

102
HSBC Finance Transformation (UK) Limited
100.00

2, 17
HSBC Financial Services (Lebanon) s.a.l.
99.70

103
HSBC Financial Services (Middle East) Limited (In Liquidation)
100.00

104
HSBC Financial Services (Uruguay) S.A. (in liquidation)
100.00

105
HSBC France
99.99

4, 46
HSBC Fund Services (Korea) Limited
92.95

1, 106
HSBC Funding (UK) Holdings
100.00

17
HSBC Germany Holdings GmbH
100.00

53
HSBC Gestion (Monaco) SA
99.80

107
HSBC Global Asset Management (Bermuda) Limited
100.00

21
HSBC Global Asset Management (Canada) Limited
100.00

108
HSBC Global Asset Management (Deutschland) GmbH
100.00
(80.67)
9, 53
HSBC Global Asset Management (France)
100.00
(99.99)
4, 9, 109
HSBC Global Asset Management
 
 
 
(Hong Kong) Limited
100.00

23
HSBC Global Asset Management (International) Limited
100.00

110
HSBC Global Asset Management
 

 
(Japan) K. K.
100.00

111
HSBC Global Asset Management (Malta) Limited
100.00
(70.02)
112
HSBC Global Asset Management (México), S.A. de C.V., Sociedad Operadora de Fondos de Inversión, Grupo Financiero HSBC
99.99

9, 16
HSBC Global Asset Management (Oesterreich) GmbH
100.00
(80.67)
6, 9, 222
HSBC Global Asset Management (Singapore) Limited
100.00

64
HSBC Global Asset Management (Switzerland) AG
100.00
(90.33)
4, 9, 113
HSBC Global Asset Management (Taiwan) Limited
100.00

114
HSBC Global Asset Management (UK) Limited
100.00

17
HSBC Global Asset Management (USA) Inc.
100.00

115
HSBC Global Asset Management Holdings (Bahamas) Limited
100.00

116
HSBC Global Asset Management Limited
100.00

17
HSBC Global Custody Nominee (UK) Limited
100.00

17
HSBC Global Custody Proprietary Nominee (UK) Limited
100.00

17
HSBC Global Services (Hong Kong) Limited
100.00

69
 
Subsidiaries
% of share class held by immediate parent company (or by the Group where this varies)
Footnotes
HSBC Global Services (UK) Limited
100.00

17
HSBC Global Services Limited
100.00

2, 17
HSBC Global Shared Services (India) Private Limited (in liquidation)
100.00
(99.99)
9, 66
HSBC Group Management Services Limited
100.00

17
HSBC Group Nominees UK Limited
100.00

1, 2, 17
HSBC Holdings B.V.
100.00

17
HSBC Home Equity Loan Corporation II
100.00

25
HSBC IM Pension Trust Limited
100.00

1, 17
HSBC Infrastructure Limited
100.00

17
HSBC INKA Investment-AG TGV
100.00
(80.67)
9, 14, 117
HSBC Inmobiliaria (Mexico), S.A. de C.V.
99.99

9, 16
HSBC Institutional Trust Services (Asia) Limited
100.00

69
HSBC Institutional Trust Services (Bermuda) Limited
100.00

118
HSBC Institutional Trust Services (Ireland) DAC
100.00

119
HSBC Institutional Trust Services (Mauritius) Limited
100.00

120
HSBC Institutional Trust Services (Singapore) Limited
100.00

64
HSBC Insurance (Asia) Limited
100.00

121
HSBC Insurance (Asia-Pacific) Holdings Limited
100.00

122
HSBC Insurance (Bermuda) Limited
100.00

21
HSBC Insurance (Singapore) Pte. Limited
100.00

64
HSBC Insurance Agency (USA) Inc.
100.00

123
HSBC Insurance Brokers (Philippines) Inc
100.00
(99.99)
9, 124
HSBC Insurance Brokers (Taiwan) Limited
100.00

125
HSBC Insurance Holdings Limited
100.00

2, 17
HSBC Insurance Management Services Limited (in liquidation)
100.00

126
HSBC Insurance Services (Lebanon) S.A.L. (in liquidation)
97.70

9, 127
HSBC Insurance Services Holdings Limited
100.00

17
HSBC International Finance Corporation (Delaware)
100.00

128
HSBC International Financial Services (UK) Limited (in liquidation)
100.00

17
HSBC International Holdings (Jersey) Limited
100.00

83
HSBC International Nominees Limited
100.00

1, 129
HSBC International Trade Finance Limited (in liquidation)
100.00

40
HSBC International Trustee (BVI) Limited
100.00

10, 130
HSBC International Trustee (Holdings) Pte. Limited
100.00

64
HSBC International Trustee Limited
100.00

129
HSBC Inversiones S.A.
99.99

9, 71
HSBC Inversiones y Servicios Financieros Limitada
100.00
(99.99)
9, 71
HSBC InvestDirect (India) Limited
99.99
(99.54)
131
HSBC InvestDirect Financial Services (India) Limited
100.00
(99.54)
9, 131
HSBC InvestDirect Sales & Marketing (India) Limited
99.99
(98.54)
9, 66
HSBC InvestDirect Securities (India) Private Limited
99.99
(99.61)
9, 131
HSBC Investment Bank Holdings B.V.
100.00

17
HSBC Investment Bank Holdings Limited
100.00

17
HSBC Investment Funds (Canada) Inc.
100.00

108
HSBC Investment Funds (Hong Kong) Limited
100.00

23
HSBC Investment Funds (Luxembourg) SA
100.00

100
HSBC Investments (Bahamas) Limited (in liquidation)
100.00

133
HSBC Invoice Finance (UK) Limited
100.00

134
HSBC Iris Investments (Mauritius) Ltd
100.00

92
HSBC Issuer Services Common Depositary Nominee (UK) Limited
100.00

17

HSBC Holdings plc
291



Notes on the Financial Statements

Subsidiaries
% of share class held by immediate parent company (or by the Group where this varies)
Footnotes
HSBC Issuer Services Depositary Nominee (UK) Limited
100.00

17
HSBC Land Title Agency (USA) LLC
100.00
(55.00)
135
HSBC Latin America B.V.
100.00

17
HSBC Latin America Holdings (UK) Limited
100.00
 
2, 17
HSBC Leasing (Asia) Limited
100.00

69
HSBC Leasing (France)
100.00
(99.99)
4, 9, 45
HSBC Life (International) Limited
100.00
 
118
HSBC Life (UK) Limited
100.00
 
17
HSBC Life Assurance (Malta) Limited
100.00
(70.02)
112
HSBC Lodge Funding (UK) Holdings
100.00

17
HSBC LU Nominees Limited
100.00
 
17
HSBC Management (Guernsey) Limited
100.00
 
20
HSBC Markets (USA) Inc.
100.00
 
25
HSBC Marking Name Nominee (UK) Limited
100.00
 
17
HSBC Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero HSBC
99.99

16
HSBC Middle East Finance Company Limited
100.00
(80.00)
136
HSBC Middle East Holdings B.V.
100.00

2, 17
HSBC Middle East Leasing Partnership
n/a
 
7, 9, 137
HSBC Middle East Securities L.L.C
49.00

56, 138
HSBC Mortgage Corporation (Canada)
100.00

81
HSBC Mortgage Corporation (USA)
100.00

25
HSBC Mortgage Services Inc.
100.00

25
HSBC Nominees (Asing) Sdn Bhd
100.00

62
HSBC Nominees (Hong Kong) Limited
100.00

69
HSBC Nominees (New Zealand) Limited
100.00

139
HSBC Nominees (Tempatan) Sdn Bhd
100.00

62
HSBC North America Holdings Inc.
100.00

25
HSBC Odeme Sistemleri Bilgisayar Teknolojileri Basin Yayin Ve Musteri Hizmetleri
100.00
(99.99)
140
HSBC Overseas Holdings (UK) Limited
100.00

2, 17
HSBC Overseas Investments Corporation (New York)
100.00
 
141
HSBC Overseas Nominee (UK) Limited
100.00

17
HSBC Participaciones (Argentina) S.A.
100.00
(99.99)
9, 68
HSBC PB Corporate Services 1 Limited
100.00
 
142
HSBC PB Services (Suisse) SA
100.00
 
143
HSBC Pension Trust (Ireland) DAC
100.00
 
119
HSBC Pensiones, S.A.
99.99

9, 144
HSBC PI Holdings (Mauritius) Limited
100.00

120
HSBC Portfoy Yonetimi A.S.
100.00
(99.98)
9, 145
HSBC Preferential LP (UK)
100.00

17
HSBC Private Bank (C.I.) Limited
100.00

20
HSBC Private Bank (Luxembourg) S.A.
100.00

100
HSBC Private Bank (Monaco) SA
100.00

4, 107
HSBC Private Bank (Suisse) SA
100.00

143
HSBC Private Bank (UK) Limited
100.00

17
HSBC Private Bank International
100.00

132
HSBC Private Banking Holdings (Suisse) SA
100.00

143
HSBC Private Banking Nominee 3 (Jersey) Limited
100.00

142
HSBC Private Equity Advisors LLC
100.00

25
HSBC Private Equity Investments (UK) Limited
100.00

17
HSBC Private Trustee (Hong Kong) Limited
100.00

69
HSBC Private Wealth Services (Canada) Inc.
100.00

108
HSBC Professional Services (India) Private Limited
100.00

66
HSBC Property (UK) Limited
100.00

17
HSBC Property Funds (Holding) Limited
100.00

17
HSBC Property Funds Investment Limited (in liquidation)
100.00

40
HSBC Provident Fund Trustee (Hong Kong) Limited
100.00

69
HSBC Qianhai Securities Limited
100.00
(51.00)
1, 12, 146
HSBC Rail (UK) Limited
100.00

17
HSBC Real Estate Leasing (France)
99.00

4, 9, 50
HSBC Realty Credit Corporation (USA)
100.00

25
 
Subsidiaries
% of share class held by immediate parent company (or by the Group where this varies)
Footnotes
HSBC REIM (France)
100.00
(99.99)
4, 9, 50
HSBC Representative Office (Nigeria) Limited
100.00

147
HSBC Retail Services Inc.
100.00

25
HSBC Retirement Benefits Trustee (UK) Limited
100.00

1, 2, 17
HSBC Savings Bank (Philippines) Inc.
99.99

148
HSBC Securities (Asia) Limited
100.00

69
HSBC Securities (B) Berhad
100.00

1, 101
HSBC Securities (Canada) Inc.
100.00

149
HSBC Securities (Egypt) S.A.E.
100.00
(94.65)
82
HSBC Securities (Japan) Limited
100.00

17
HSBC Securities (Philippines) Inc.
99.99

1, 9, 150
HSBC Securities (Singapore) Pte Limited
100.00

64
HSBC Securities (South Africa) (Pty) Limited
100.00

151
HSBC Securities (Taiwan) Corporation Limited
100.00

75
HSBC Securities (USA) Inc.
100.00

25
HSBC Securities and Capital Markets (India) Private Limited
99.99

9, 66
HSBC Securities Asia International Nominees Limited
100.00

152
HSBC Securities Asia Nominees Limited
100.00

69
HSBC Securities Brokers (Asia) Limited
100.00

69
HSBC Securities Investments (Asia) Limited
100.00

69
HSBC Securities Services (Bermuda) Limited
100.00

118
HSBC Securities Services (Guernsey) Limited
100.00

20
HSBC Securities Services (Ireland) DAC
100.00

119
HSBC Securities Services (Luxembourg) S.A.
100.00

100
HSBC Securities Services (USA) Inc.
100.00

153
HSBC Securities Services Holding Limited
100.00

129
HSBC Securities Services Holdings (Ireland) DAC
100.00

119
HSBC Seguros de Retiro (Argentina) S.A.
100.00
(99.99)
9, 68
HSBC Seguros de Vida (Argentina) S.A.
100.00
(99.99)
9, 68
HSBC Seguros, S.A de C.V., Grupo Financiero HSBC
99.99

3, 9, 144
HSBC Service Delivery (Polska) Sp. z o.o.
100.00

154
HSBC Services (France)
100.00
(99.99)
4, 9, 46
HSBC Services Japan Limited
100.00

133
HSBC Servicios Financieros, S.A. de C.V.
99.99

9, 16
HSBC Servicios, S.A. DE C.V., Grupo Financiero HSBC
99.99

9, 16
HSBC SFH (France)
100.00
(99.99)
4, 9, 50
HSBC Software Development (Canada) Inc
100.00

155
HSBC Software Development (Guangdong) Limited
100.00

12, 156
HSBC Software Development (India) Private Limited
100.00

157
HSBC Software Development (Malaysia) Sdn Bhd
100.00

95
HSBC Specialist Investments Limited
100.00

17
HSBC Stockbroker Services (Client Assets) Nominees Limited
100.00

17
HSBC Stockbrokers Nominee (UK) Limited
100.00

17
HSBC Taxpayer Financial Services Inc.
100.00

25
HSBC Technology & Services (China) Limited
100.00

12, 158
HSBC Technology & Services (USA) Inc.
100.00

25
HSBC TFS I 2005 LLC
100.00

32
HSBC Transaction Services GmbH
100.00

6, 159
HSBC Trinkaus & Burkhardt (International) S.A.
100.00
(80.67)
100
HSBC Trinkaus & Burkhardt AG
100.00
(80.67)
14, 53
HSBC Trinkaus & Burkhardt Gesellschaft fur Bankbeteiligungen mbH
100.00
(80.67)
53
HSBC Trinkaus Europa Immobilien-Fonds Nr. 5 GmbH
100.00
(80.67)
53
HSBC Trinkaus Family Office GmbH
100.00
(80.67)
6, 53
HSBC Trinkaus Immobilien Beteiligungs KG
100.00
(80.67)
53
HSBC Trinkaus Real Estate GmbH
100.00
(80.67)
6, 53
HSBC Trust Company (Canada)
100.00

81

292
HSBC Holdings plc



Subsidiaries
% of share class held by immediate parent company (or by the Group where this varies)
Footnotes
HSBC Trust Company (Delaware), National Association
100.00
 
1, 160
HSBC Trust Company (UK) Limited
100.00

17
HSBC Trust Company AG
100.00

41
HSBC Trustee (C.I.) Limited
100.00

142
HSBC Trustee (Cayman) Limited
100.00

161
HSBC Trustee (Guernsey) Limited
100.00

20
HSBC Trustee (Hong Kong) Limited
100.00

69
HSBC Trustee (Mauritius) Limited (in liquidation)
100.00

162
HSBC Trustee (Singapore) Limited
100.00

64
HSBC UK Bank plc
100.00

17
HSBC UK Holdings Limited
100.00

2, 17
HSBC USA Inc.
100.00

141
HSBC Valores S.A.
100.00
(99.99)
9, 163
HSBC Violet Investments (Mauritius) Limited
100.00
 
92
HSBC Wealth Client Nominee Limited
100.00

17
HSBC Yatirim Menkul Degerler A.S.
99.99
(99.98)
9, 145
HSI Asset Securitization Corporation
100.00

25
HSI International Limited
100.00
(62.14)
52
HSIL Investments Limited
100.00

17
Hubei Macheng HSBC Rural Bank Company Limited
100.00
 
12, 164
Hubei Suizhou Cengdu HSBC Rural Bank Company Limited
100.00
 
12, 165
Hubei Tianmen HSBC Rural Bank Company Limited
100.00
 
12, 166
Hunan Pingjiang HSBC Rural Bank Company Limited
100.00
 
12, 167
Imenson Limited
100.00
(62.14)
52
INKA Internationale Kapitalanlagegesellschaft mbH
100.00
(80.67)
159
Inmobiliaria Banci, S.A. de C.V.
100.00
(98.91)
3, 16
Inmobiliaria Bisa, S.A. de C.V.
100.00
(99.99)
9, 16
Inmobiliaria Grufin, S.A. de C.V.
100.00
(99.99)
9, 16
Inmobiliaria Guatusi, S.A. de C.V.
100.00
(99.99)
3, 9, 16
IRERE Property Investments (French Offices) Sarl
100.00

168
James Capel & Co. Limited
100.00

17
James Capel (Channel Islands) Nominees Limited
100.00

110
James Capel (Nominees) Limited
100.00

17
James Capel (Second Nominees) Limited (in liquidation)
100.00

17
James Capel (Taiwan) Nominees Limited
100.00

17
John Lewis Financial Services Limited
100.00

17
Keyser Ullmann Limited
100.00
(99.99)
9, 17
Kings Meadow Nominees Limited
100.00

169
Legend Estates Limited
100.00
 
17
Lion Corporate Services Limited
100.00
 
69
Lion International Corporate Services Limited
100.00
 
129
Lion International Management Limited
100.00
 
129
Lion Management (Hong Kong) Limited
100.00
 
69
Lyndholme Limited
100.00
 
69
Marks and Spencer Financial Services plc
100.00
 
169
Marks and Spencer Retail Financial Services Holdings Limited
100.00
 
169
Marks and Spencer Savings and Investments Limited
100.00
 
169
Marks and Spencer Unit Trust Management Limited
100.00

169
Maxima S.A. AFJP (in liquidation)
100.00
(99.98)
68
Mercantile Company Limited
100.00
 
17
Mexicana de Fomento, S.A. de C.V.
99.80

16
Midcorp Limited
100.00

17
Midland Bank (Branch Nominees) Limited
100.00
 
17
Midland Nominees Limited
100.00
 
17
MIL (Cayman) Limited
100.00
 
33
MW Gestion SA
100.00

68
 
Subsidiaries
% of share class held by immediate parent company (or by the Group where this varies)
Footnotes
Promocion en Bienes Raices, S.A. de C.V.
100.00
(99.19)
3, 9, 16
Prudential Client HSBC GIS Nominee (UK) Limited
100.00

17
PT Bank HSBC Indonesia
100.00
(98.93)
170
PT HSBC Sekuritas Indonesia
100.00
(85.00)
171
R/CLIP Corp.
100.00

25
Republic Nominees Limited
100.00

20
Republic Overseas Capital Corporation
100.00
 
123
RLUKREF Nominees (UK) One Limited
100.00
 
17
RLUKREF Nominees (UK) Two Limited
100.00

17
S.A.P.C. - Ufipro Recouvrement
100.00
(99.97)
11, 45
Saf Baiyun
100.00
(99.99)
4, 9, 47
Saf Chang Jiang
100.00
(99.99)
4, 9, 47
Saf Chang Jiang Shi Liu
100.00
(99.99)
4, 9, 47
Saf Chang Jiang Shi Wu
100.00
(99.99)
1, 4, 9, 47
Saf Guangzhou
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Yi
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Ba
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Er
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Jiu
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Liu
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Qi
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang San
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Shi
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Shi Ba
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Shi Er
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Shi Jiu
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Shi Liu
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Shi Qi
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Shi Wu
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Shiyi
100.00
(99.99)
4, 9, 47
Saf Zhu Jiang Wu
100.00
(99.99)
4, 9, 47
Samada Limited
100.00
 
142
SAS Bosquet-Audrain
100.00
(94.90)
1, 4, 221
SAS Cyatheas Pasteur
100.00
(94.93)
1, 4, 45
SAS Orona
100.00
(94.92)
1, 4, 220
SCI HSBC Assurances Immo
100.00
(99.99)
1, 9, 11, 50
Secondary Club Deal I GP Limited
100.00

20
Secondary Club Deal II GP Limited
100.00

20
SFSS Nominees (Pty) Limited
100.00

151
Shandong Rongcheng HSBC Rural Bank Company Limited
100.00

12, 172
Sico Limited
100.00

173
SNC Dorique
100.00
(99.99)
1,9,11,174
SNC Kerouan
100.00
(99.99)
1, 9, 11, 47
SNC Les Mercuriales
100.00
(99.99)
1, 9, 11, 47
SNC Les Oliviers D'Antibes
59.99

11, 50
SNC Makala
100.00
(99.99)
1,9,11,47
SNC Nuku-Hiva Bail
100.00
(99.99)
1,9,11,47
SNCB/M6 - 2008 A
100.00
(99.99)
1, 4, 9, 47
SNCB/M6-2007 A
100.00
(99.99)
1, 4, 9, 47
SNCB/M6-2007 B
100.00
(99.99)
1, 4, 9, 47
Societe CCF Finance Moyen-Orient S.A.L.
96.64
(99.99)
4, 9, 36
Société Financière et Mobilière
100.00
(99.99)
4, 9, 46
Société Française et Suisse
100.00
(99.99)
4, 9, 47
Societe Immobiliere Atlas S.A.
100.00

143
Somers Dublin DAC
100.00

119
Somers Nominees (Far East) Limited
100.00
 
118
Sopingest
100.00
(99.99)
4, 9, 47
South Yorkshire Light Rail Limited
100.00

17
SPE 1 2005 Manager Inc.
100.00
 
32
St Cross Trustees Limited
100.00
 
17
Sun Hung Kai Development (Lujiazui III) Limited
100.00
 
12, 175
Swan National Leasing (Commercials) Limited
100.00
 
17
Swan National Limited
100.00
 
17

HSBC Holdings plc
293



Notes on the Financial Statements

Subsidiaries
% of share class held by immediate parent company (or by the Group where this varies)
Footnotes
Tasfiye Halinde HSBC Internet ve Telekomunikasyon Hizmetleri Anonim Sirketi (in liquidation)
100.00
(99.99)
176
Tempus Management AG (in liquidation)
100.00

41
Thasosfin
100.00
(99.99)
4, 9, 50
The Hongkong and Shanghai Banking Corporation Limited
100.00

69
The Venture Catalysts Limited
100.00
 
17
Timberlink Settlement Services (USA) Inc.
100.00
 
25
TKM International Limited (in liquidation)
100.00
 
17
Tooley Street View Limited
100.00
 
1, 2, 17
Tower Investment Management
100.00

177
Trinkaus Australien Immobilien Fonds Nr. 1 Brisbane GmbH & Co. KG
100.00
(80.67)
53
Trinkaus Australien Immobilien-Fonds Nr. 1 Treuhand-GmbH
100.00
(80.67)
6, 53
Trinkaus Canada Immobilien-Fonds Nr. 1 Verwaltungs-GmbH
100.00
(80.67)
53
Trinkaus Europa Immobilien-Fonds Nr.3 Objekt Utrecht Verwaltungs-GmbH
100.00
(80.67)
53
Trinkaus Immobilien-Fonds Geschaeftsfuehrungs-GmbH
100.00
(80.67)
6, 53
Trinkaus Immobilien-Fonds Verwaltungs-GmbH
100.00
(80.67)
6, 53
Trinkaus Private Equity Management GmbH
100.00
(80.67)
53
Trinkaus Private Equity Verwaltungs GmbH
100.00
(80.67)
6, 53
Tropical Nominees Limited
100.00

33
Turnsonic (Nominees) Limited
100.00
 
17
Vadep Holding AG (in liquidation)
100.00
 
178
Valeurs Mobilières Elysées
100.00
(99.99)
4, 9, 179
Vintage 2016 HV GP Limited (in liquidation)
100.00

20
Vintage 2016 KKR GP Limited (in liquidation)
100.00
 
20
Vintage 2017 Athyrium GP Limited (in liquidation)
100.00
 
20
Vintage I Secondary GP Limited (in liquidation)
100.00
 
20
Vintage III Special Situations GP Limited (in liquidation)
100.00
 
20
Wardley Limited
100.00
 
69
Wayfoong Credit Limited
100.00
 
69
Wayfoong Finance Limited
100.00
 
69
Wayfoong Nominees Limited
100.00
 
69
Wayhong (Bahamas) Limited (in liquidation)
100.00
 
116
Westminster House, LLC
100.00
 
25
Woodex Limited
100.00
 
21
Yan Nin Development Company Limited
62.14

52
Joint Ventures
The undertakings below are Joint Ventures and equity accounted.
Joint Ventures
% of share class held by immediate
parent company
(or by the Group
where this varies)
Footnotes
HCM Holdings Limited
50.99

40
House Network Sdn Bhd
25.00

180
HSBC Jintrust Fund Management Company Limited
49.00

12, 181
HSBC Kingdom Africa Investments (Cayman) Limited
50.00

182
HSBC Life Insurance Company Limited
50.00

183
ProServe Bermuda Limited
50.00

184
Vaultex UK Limited
50.00

186
HSBC Saudi Arabia
49.40
(69.40)
201

 
Associates
The undertakings below are associates and equity accounted.
Associates
% of share class held by immediate
parent company
(or by the Group
where this varies)
Footnotes
Bank of Communications Co., Ltd.
19.03

56, 188
Barrowgate Limited
24.64

189
BGF Group Limited
24.38

190
Canara HSBC Oriental Bank of Commerce Life Insurance Company Limited
26.00

191
CFAC Payment Scheme Limited
33.33

192
Chemi and Cotex Industries Limited
33.99

195
Corsair IV Financial Services Capital Partners
n/a

7, 219
Electronic Payment Services Company (Hong Kong) Limited
19.33

56, 69
EPS Company (Hong Kong) Limited

40.58

69
Guangzhou GuangZheng Hang Seng Securities Advisory Co. Ltd.
33.00

217
GZHS Research Co Ltd
20.50

197
Hang Seng Qianhai Fund Management Company Limited
43.50

9, 12, 198
HSBC Mortgage LLP
n/a

7, 200
HSBC TFS II 2005 LLC
20.00

32
InfraRed NF China Real Estate Investments LP
n/a

7, 214
Jeppe Star Limited
33.99

187
MENA Infrastructure Fund (GP) Ltd
33.33

203
Northstar Trade Finance Inc.
20.88

205
Novo Star Limited
33.99

206
PEF 2005 (A) & (D) Limited Partnership
n/a

7, 216
PEF 2010 (A) Limited Partnership
n/a

7, 216
Peregrine Capital Services Ltd
33.46

218
Quantexa Limited
10.00

56, 212
Services Epargne Entreprise SAS
14.35

56, 215
The London Gold Market Fixing Limited
25.00

210
The Saudi British Bank
40.00

211
Vizolution Limited
17.95

56, 213

294
HSBC Holdings plc



Footnotes for Note 37

1
Management has determined that these undertakings are excluded from consolidation in the Group accounts as these entities do not meet the definition of subsidiaries in accordance with IFRS. HSBC’s consolidation policy is described in Note 1.2(a).
2
Directly held by HSBC Holdings plc
3
Preference Shares
Description of Shares
4
Actions
5
Redeemable Preference Shares
6
GmbH Anteil
7
This undertaking is a partnership and does not have share capital

8
Liquidating Share Class
9
In the prior period the Group disclosed the immediate parent company’s interest in this undertaking
 
10
Non-Participating Voting Shares
11
Parts
12
Registered Capital Shares
13
Russian Limited Liability Company Shares
14
Stückaktien
Registered Offices
15
Level 36 Tower 1 International Towers Sydney, 100 Barangaroo Avenue, Sydney, New South Wales, Australia, 2000
16
Paseo de la Reforma 347, Col. Cuauhtemoc, Mexico, 06500
17
8 Canada Square, London, United Kingdom, E14 5HQ
18
5 Donegal Square South, Belfast, Northern Ireland, BT1 5JP
19
Camden House West The Parade, Birmingham, United Kingdom, B1 3PY
20
Arnold House St Julians Avenue, St Peter Port, Guernsey, GY1 3NF
21
37 Front Street, Hamilton, Bermuda, HM 11
22
PO Box 513 HSBC House, 68 West Bay Road, George Town, Grand Cayman, Cayman Islands, KY1-1106
23
HSBC Main Building 1 Queen's Road Central, Hong Kong
24
First Floor, Xinhua Bookstore Xindong Road (SE of roundabout), Miyun District, Beijing, China
25
c/o The Corporation Trust Company 1209 Orange Street, Wilmington, Delaware, United States, 19801
26
CT Corporation System 1515 Market Street, Registered Office, Philadelphia, Pennsylvania, United States, 19102
27
CT Corporation System 800 S. Figueroa, Los Angeles, California, United States, 90017
28
CT Corporation System 530 Gay Street, Knoxville, Tennessee, United States, 37902
29
CT Corporation System Secretary of State, 707 Virginia Street East, Charleston, West Virginia, United States, 25301
30
CT Corporation System 1720 Carey Avenue, Cheyenne, Wyoming, United States, 82001
31
95 Washington Street, Buffalo, New York, United States, 14203
32
1209 Orange Street, Wilmington, Delaware, United States, 19801
33
PO Box 1109 HSBC House, 68 West Bay Road, George Town, Grand Cayman, Cayman Islands, KY1-1102
34
Corporation Service Company 251 Little Falls Drive, Wilmington, Delaware, United States, 19808
35
Unsoeldstrasse 2, Munich, Germany, 80538

36
Solidere - Rue Saad Zaghloul Immeuble - 170 Marfaa, PO Box 17 5476 Mar Michael 11042040, Beyrouth, Lebanon
37
No 1, Bei Huan East Road Dazu County, Chongqing, China
38
No 107, Ping Du Avenue (E), Sanhe Town, Fengdu County, Chongqing, China
39
No. 3, 5, 7, Haitang Erzhi Road Changyuan, Rongchang, Chongqing, China, 402460
40
Hill House 1 Little New Street, London, United Kingdom, EC4A 3TR
41
Bederstrasse 49, Zurich, Switzerland, CH-8002
42
Rawlinson and Hunter Limited Woodbourne Hall, PO Box 3162, Road Town, Tortola, British Virgin Islands, VG1110
43
15 Rue GFirst & Second Floor, No.3 Nanshan Road, Pulandian, Dalian, Liaoning, China uynemer BP 412 Noumea 98845 Nouvelle Calédonie
44
CT Corporation System 225 Hillsborough Street, Raleigh, North Carolina, United States, 27603
45
39 rue de Bassano, Paris, France, 75008
46
103 avenue des Champs-Elysées, Paris, France, 75008
47
64 rue Galilée, Paris, France, 75008
 
Registered Offices
48
MMG Tower, 23 floor Ave. Paseo del Mar Urbanizacion Costa del Este, Panama
49
Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands
50
15 rue Vernet, Paris, France, 75008
51
No. 1 1211 Yanjiang Zhong Road, Yongan, Fujian, China
52
83 Des Voeux Road Central, Hong Kong
53
Königsallee 21/23, Düsseldorf, Germany, 40212
54
Bufete Tapia, PO Box 7412, Panama, Panama, 5
55
No. 44, Xin Ping Road Central, Encheng, Enping, Guangdong, China, 529400
56
HSBC Holdings plc exercises control or significant influence over this undertaking notwithstanding its equity interest
57
34/F and 36/F, Hang Seng Bank Tower, 1000 Lujiazui Ring Road 27/F, Shanghai Stock Exchange Bldg, 528 Pudong South Road, Shanghai, Shanghai, China, 200120
58
11-17 Ludwig-Erhard-Str., Hamburg, Germany, 20459
59
Akara Bldg. 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands
60
The Corporation Trust Company of Nevada 311 S. Division Street, Carson City, Nevada, United States, 89703
61
HSBC House Esplanade, St. Helier, Jersey, JE4 8UB
62
10th Floor, North Tower 2 Leboh Ampang, Kuala Lumpur, Malaysia, 50100
63
13th Floor, South Tower 2 Leboh Ampang, Kuala Lumpur, Malaysia, 50100
64
21 Collyer Quay #13-02 HSBC Building, Singapore, 049320
65
Bouchard 557, Piso 18°, Cdad. Autónoma de Buenos Aires, Argentina, 1106
66
52/60 M G Road, Fort, Mumbai, India, 400 001
67
PO Box 513 HSBC House, 68 West Bay Road, George Town, Grand Cayman, Cayman Islands, KY1-1102
68
Florida 229, 10°, Ciudad de Buenos Aires, Argentina, C1005AAE
69
1 Queen's Road Central, Hong Kong
70
3rd Floor, Merchantile Bank Chamber 16, Veer Nariman Road, Fort, Mumbai, India, 400001
71
Isidora Goyenechea 2800, 23rd floor, Las Condes, Santiago, Chile, 7550647
72
HSBC Building Shanghai ifc, 8 Century Avenue, Pudong, Shanghai, China, 200120
73
6th floor, HSBC Centre, 18, Cybercity, Ebene, Mauritius
74
2 Paveletskaya square, building 2, Moscow, Russian Federation, 115054
75
13F-14F, 333 Keelung Road, Sec.1, Taipei, 110
76
Rincon 391, Montevideo, Uruguay, 11000
77
The Metropolitan 235 Dong Khoi Street, District 1, Ho Chi Minh City, Vietnam
78
Esentepe mah. Büyükdere Caddesi No.128 Istanbul 34394, Turkey
79
Florida 201, 10°, Ciudad de Buenos Aires, Argentina, C1005AAE
80
66 Teryan street, Yerevan, Armenia, 0009
81
885 West Georgia Street Suite 300, Vancouver, British Columbia, Canada, V6C 3E9
82
306 Corniche El Nil, Maadi, Egypt, 11728
83
HSBC House Esplanade, St. Helier, Jersey, JE1 1HS
84
116 Archbishop Street, Valletta, Malta
85
Level 1, Building No. 8, Gate Village Dubai International Financial Centre, PO Box 502601, United Arab Emirates
86
Tour Crystal 1 10EME Etage BD Al Mohades, Casablanca, Morocco
87
Al Khuwair Office PO Box 1727 PC111 CPO Seeb, Muscat, Oman
88
Rondo ONZ 1, Warsaw, Poland, 00-124
89
1800 Tysons Boulevard Suite 50, McLean, Virginia, United States, 22102
90
Rua Funchal, nº 160, SP Corporate Towers, Torre Norte, 19° andar, cj 191A - Parte, São Paulo, Brazil, 04551-060
91
300, 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E9
92
c/o Kross Border Trust Services Limited St. Louis Business Centre, Cnr Desroches & St Louis Streets, Port Louis, Mauritius
93
49 avenue J.F. Kennedy, Luxembourg, Luxembourg, 1855
94
4-17/F, Office Tower 2 TaiKoo Hui, No. 381 Tian He Road, Tian He District, Guangzhou, Guangdong, China
95
Suite 1005, 10th Floor, Wisma Hamzah Kwong Hing No. 1, Leboh Ampang, Kuala Lumpur, Malaysia, 50100
96
HSBC, Filinvest One Bldg, Northgate Cyberzone, Filinvest Corporate City, Alabang, Muntinlupa City, Philippines
97
HSBC House Plot No.8, Survey No.64 (Part), Hightec City Layout Madhapur, Hyderabad, India, 500081
98
439, Sri Jayawardenapura Mawatha Welikada, Rajagiriya, Colombo, Sri Lanka

HSBC Holdings plc
295



Notes on the Financial Statements

Registered Offices
99
Smart Village 28th Km Cairo- Alexandria Desert Road Building, Cairo, Egypt
100
16 Boulevard d'Avranches, Luxembourg, L-1160
101
HSBC Chambers, Corner of Jalan Sultan / Jalan Pemancha , Bandar Seri Begawan, Brunei Darussalam, BS8811
102
Suite 300, 3381 Steeles Avenue East, Toronto, Ontario, Canada, M2H 3S7
103
Centre Ville 1341 Building - 4th Floor Patriarche Howayek Street (facing Beirut Souks), PO Box Riad El Solh, Lebanon, 9597
104
3rd Floor, HSBC Bank Middle East Limited Building Al Souq Road, Bur Dubai, PO Box 4604, Dubai, United Arab Emirates
105
World Trade Center Montevideo Avenida Luis Alberto de Herrera 1248, Torre 1, Piso 15, Oficina 1502, Montevideo, Uruguay, CP 11300
106
Level 12, HSBC Building 37, Chilpae-ro, Jung-gu, Seoul, Korea, Republic of
107
17 avenue d'Ostende, Monaco, 98000
108
2910 Virtual Way, Vancouver, British Columbia, Canada, V5M 0B2
109
Immeuble Coeur Défense 110, Esplanade du Général de Gaulle- La défense 4, Courbevoie, France, 92400
110
HSBC House Esplanade, St. Helier, Jersey, JE4 8WP
111
HSBC Building 11-1, Nihonbashi 3-chome, Chuo-ku, Tokyo, Japan, 103-0027
112
80 Mill Street, Qormi, Malta, QRM 3101
113
Gartenstrasse 26, Zurich, Switzerland
114
24th Fl., 99, Sec.2, Tunhwa S. Rd., Taipei, Taiwan, Province of China
115
452 Fifth Avenue 7th floor, New York NY10018, United States
116
Mareva House 4 George Street, Nassau, Bahamas
117
Breite Str. 29/31, Düsseldorf, Germany, 40213
118
37 Front Street, Hamilton, Bermuda, HM 11
119
1 Grand Canal Square Grand Canal Harbour, Dublin 2, D02 P820, Ireland
120
HSBC Centre Eighteen, Cybercity, Ebene, Mauritius
121
18th Floor, Tower 1 HSBC Centre, 1 Sham Mong Road, Kowloon, Hong Kong

122
Level 32, HSBC Main Building 1 Queen's Road Central, Hong Kong
123
452 Fifth Avenue, New York NY10018, United States
124
9th Floor, HSBC Centre 3058 Fifth Avenue West, Bonifacio Global City, Taguig City, Philippines
125
16F 369 Zhongxiao East Road, Section 7 , Nangang District , Taipei, Taiwan, Province of China, 115
126
1 More London Place, London, United Kingdom, SE1 2AF

127
HSBC Building Minet El Hosn, Riad el Solh, Beirut 1107-2080, PO Box 11-1380, Lebanon
128
300 Delaware Avenue Suite 1400, Wilmington, Delaware, United States, 19801
129
Craigmuir Chambers, PO Box 71, Road Town, Tortola, British Virgin Islands
130
Woodbourne Hall, Road Town PO Box 916, Tortola, British Virgin Islands
131
9-11 Floors, NESCO IT Park Building No. 3 Western Express Highway, Goregaon (East), Mumbai, India, 400063
132
1441 Brickell Avenue, Miami, Florida, United States 33131
133
MB&H Corporate Services Ltd Mareva House, 4 George Street, Nassau, Bahamas
134
21 Farncombe Road, Worthing, United Kingdom, BN11 2BW
135
3303 Express Drive North, Islandia, New York, United States, 11749

136
Shop 4 & 5 Ground Floor & Mezzanine, Bldg. of Hilal Salim Bin Tarraf, Al Wasel Area, Sheikh Zayed Road, PO Box 1956 Dubai, United Arab Emirates
137
Precinct Building 4, Level 3 Dubai International Financial Centre, Dubai, United Arab Emirates, PO BOX 506553
138
HSBC Bank Middle East Building - level 5, building 5, Emaar, Dubai, United Arab Emirates, 502601
139
HSBC House Level 9, One Queen Street, Auckland, New Zealand, 1010
140
Büyükdere Cad. No.122 D Blok Esentepe Sisli Istanbul, Turkey
141
c/o The Corporation Trust Incorporated 351 West Camden Street, Baltimore, Maryland, United States, 21201
142
HSBC House Esplanade, St. Helier, Jersey, JE1 1GT
143
Quai des Bergues 9-17, Geneva, Switzerland, 1201

144
Paseo de la Reforma 359, 6th Floor, Mexico, 06500
145
Büyükdere Cad. No.128 D Blok Esentepe Sisli Istanbul, Turkey
146
Block 27 A&B, Qianhai Enterprise Dream Park No. 63 Qianwan Yi Road, Shenzhen-Hong Kong Cooperation Zone, Shenzhen, China, 518052
147
St Nicholas House, 10th Floor Catholic Mission St Lagos, Nigeria
148
Unit 1 GF The Commercial Complex Madrigal Avenue Ayala Alabang Village, Muntinlupa City, Philippines, 1770
149
70 York Street 7th Floor, Toronto, Ontario, Canada, M5J 1S9
150
7/F The Enterprise Centre - Tower I, 6766 Ayala Avenue corner Paseo De Roxas, Makati City, Philippines
151
2 Exchange Square 85 Maude Street, Sandown, Sandton, South Africa, 2196
 
Registered Offices
152
Palm Grove House PO Box 438, Road Town, Tortola, British Virgin Islands
153
The Corporation Trust Company 820 Bear Tavern Road, West Trenton, New Jersey, United States, 08628
154
Kapelanka 42A, Krakow, Poland, 30-347
155
Suite 2400, 745 Thurlow Street, Vancouver, Canada, BC V6E 0C5
156
L22, Office Tower 2, Taikoo Hui, 381 Tianhe Road, Tianhe District, Guangzhou, Guangdong, China
157
HSBC Centre River Side, West Avenue, 25B Raheja woods, Kalyaninagar, Pune, India, 411006
158
Level 19, HSBC Building, Shanghai ifc 8 Century Avenue Pudong, Shanghai, China
159
Yorckstraße 21 - 23 40476, Duesseldorf, Germany
160
300 Delaware Avenue Suite 1401, Wilmington, Delaware, United States, 19801
161
PO Box 484, Ground Floor, HSBC House 68 West Bay Road, Grand Cayman, KY1-1106, Cayman Islands
162
c/o HSBC Bank (Mauritius) Limited 6th Floor, HSBC Centre, 18 Cyber City, Ebene, Mauritius
163
Bouchard 680, 11°, Ciudad de Buenos Aires, Argentina, 1106
164
No. 56, Yu Rong Street, Macheng, China, 438300
165
No. 205, Lie Shan Road Suizhou, Hubei, China
166
Building 3, Yin Zuo Di Jing Wan Tianmen New City,Tianmen, Hubei Province, China
167
RM101, 102 & 106 Sunshine Fairview, Sunshine Garden, Pedestrian Walkway, Pingjiang, China
168
6 rue Adolphe, Luxembourg, L-1116
169
Kings Meadow Chester Business Park, Chester, United Kingdom, CH99 9FB
170
World Trade Center 1, Floor 8-9 Jalan Jenderal Sudirman Kavling 29-31, Jakarta, Indonesia, 12920
171
4th Floor, World Trade Center, J1, Jend. Sudirman Kav. 29-31, Jakarta, Indonesia, 12920
172
No.198-2, Chengshan Avenue (E), Rongcheng, China, 264300
173
Woodbourne Hall, Road Town PO Box 3162, Tortola, British Virgin Islands
174
43 rue de Paris, Saint Denis, 97400
175
RM 2112, HSBC Building, Shanghai ifc No. 8 Century Road, Pudong, Shanghai, China, 200120
176
Büyükdere Cad. No 124 kat 9 Oda 2 Esentepe ªiºli Istanbul, Turkey

177
11 Dr. Roy’s Drive PO Box 694GT, Grand Cayman, Cayman Islands, KY1-1107

178
Philippe Kaiser Baarerstrasse 8, Zug, Switzerland, 6300

179
109 avenue des Champs-Elysees, Paris, France, 75008

180
Suite 8-3A, Menara RA, No. 18, Jalan Dataran SD2,, Dataran SD, PJU 9, Bandar Sri Damansara, 52200, Malaysia
181
17F, HSBC Building, Shanghai ifc 8 Century Avenue, Pudong, Shanghai, China

182
Maples Corporate Services Limited PO Box 309, Ugland House, South Church Street, George Town, Cayman Islands, KY1-1104

183
18/F, HSBC Building, 8 Century Avenue China (Shanghai) Pilot Free Trade Zone, China, 200120

184
c/o MUFG Fund Services (Bermuda) Limited The Belvedere Building, 69 Pitts Bay Road, Pembroke, Bermuda, HM08
186
21 Garlick Hill, London, United Kingdom, EC4V 2AU

187
c/o Trident Trust Company Trident Chambers, PO Box 146, Tortola, British Virgin Islands

188
No.188, Yin Cheng Zhong Road China (Shanghai) Pilot Free Trade Zone, Shanghai, China

189
49/F, The Lee Gardens, 33 Hysan Avenue, Hong Kong

190
13-15 York Buildings, London, United Kingdom, WC2N 6JU
191
Unit No. 208, 2nd Floor, Kanchenjunga Building 18 Barakhamba Road, New Delhi - 110001, India
192
6th Floor 65 Gresham Street, London EC2V 7NQ

195
Plot No. 89-90 Mbezi Industrial Area Box 347, Dar es Salaam City

196
37 avenue Henri Lafleur, Nouméa, New Caledonia, BP K3 98849

197
1101-J46, 11/F, Nansha Financial Building 171 Haibin Road, Nansha District, Guangzhou, China
198
2-3/F, Unit 21A, Qianhai Enterprise Dream Park, No. 63 Qian Wan Yi Road,, Qianhai Shenzhen-Hongkong Cooperation Zone, Shenzhen, China
199
66 Wellington Street West, Suite 5300, Toronto, Ontario, Canada, M5K 1E6

200
35 Great St Helens, London, United Kingdom, EC3A 6AP

201
HSBC Building 7267 Olaya - Al Murrooj, Riyadh, Kingdom of Saudi Arabia, 12283 - 2255

203
Level 3 Building 4, Gate District, Dubai International Financial Centre, Dubai, United Arab Emirates

296
HSBC Holdings plc



Registered Offices
204
13th Floor, Lulu Center Building Salam Street, PO Box 44505, United Arab Emirates

205
833 Three Bentall Centre 595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1C4

206
Jayla Place Wickhams Cay I, PO Box 3190, Road Town, British Virgin Islands
210
c/o Hackwood Secretaries Limited One Silk Street, London, United Kingdom, EC2Y 8HQ

211
Prince Abdulaziz Ibn Mossaad Ibn Jalawi Street, Riyadh, Kingdom of Saudi Arabia
212
75 Park Lane, Croydon, Surrey, United Kingdom, CR9 1XS

213
Ground Floor, Office Block A Bay Studio Business Park, Fabian Way, Swansea, Wales, United Kingdom, SA1 8QB

214
Ground Floor, Dorey Court, Admiral Park, St Peter Port Guernsey GY1 2HT
215
32 Rue du Champ de Tir, 44300 NANTES
216
1020-885 West Georgia Street, Vancouver BC, V6C3E8
217
11/F, J46 of Room1101,Nansha Financial Mansion, No.171 Haibin Road, Nansha Area, Guangzhou, China

218
Rahejas, 4th Floor, Corner of Main Avenue & V.P Road, Santacruz (West) Mumbai - 400 054

219
717 Fifth Avenue, New York, NY 10022
220
10 rue Jean Jaurès BP Q5 Noumea 98845 Nouvelle Calédonie
221
15 rue Guynemer BP 412 Noumea 98845 Nouvelle Calédonie
222
Herrengasse 1-3, 1010 Wien, Austria
223
2156 Horse Prairie Drive, Henderson NV 89052 United States
224
2 North Jackson Street, Suite 605, Montgomery AL, 36104 United States
225
2222 Grand Avenue, Des Moines IA 50312 United States
226
c/o The Corporation Trust Company, 100 S. 5th Street-Suite 1075 Minneapolis MN 55401, United States
227
545 Washington Blvd., 11th Floor Jersey City NJ 07310 United States
38
Non-statutory accounts
The information set out in these accounts does not constitute the Company’s statutory accounts for the years ended 31 December 2017 or 2016. Those accounts have been reported on by the Company’s auditors: their reports were unqualified and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006. The accounts for 2016 have been delivered to the Registrar of Companies and those for 2017 will be delivered in due course.


HSBC Holdings plc
297

 

Shareholder information

Shareholder information
 
Page
Fourth interim dividend for 2017
Interim dividends for 2017
2017 Annual General Meeting
Earnings Releases and Interim Results
Shareholder enquiries and communications
Stock symbols
Investor relations
Where more information about HSBC is available
Taxation of shares and dividends
Information about the enforceability of judgements made in the US
Exchange controls and other limitations affecting equity security
holders
302
Dividends on the ordinary shares of HSBC Holdings
302
American Depositary Shares
303
Nature of trading market
303
Memorandum and Articles of Association
304
History and development of HSBC
304
Differences in HSBC Holdings/New York Stock Exchange corporate
governance practices
304
Glossary of accounting terms and US equivalents
2017 HSBC 20-F reconciliation table
Abbreviations
309
A glossary of terms used in this Annual Report and Accounts can be found in
the Investor Relations section of www.hsbc.com.
Fourth interim dividend for 2017
The Directors have declared a fourth interim dividend for 2017 of $0.21 per ordinary share. Information on the scrip dividend scheme and currencies in which shareholders may elect to have the cash dividend paid will be sent to shareholders on or about 7 March 2018. The timetable for the dividend is:
 
Footnote
 
Announcement
 
20 February 2018
Shares quoted ex-dividend in London, Hong Kong, Paris and Bermuda and American Depositary Shares (‘ADS’) quoted ex-dividend
in New York
 
22 February 2018
Record date – London, Hong Kong, New York, Paris, Bermuda
1
23 February 2018

Mailing of Annual Report and Accounts 2017  and/or Strategic Report 2017  and dividend documentation
 
7 March 2018

Final date for receipt by registrars of forms of election, Investor Centre electronic instructions and revocations of standing instructions for scrip dividends
 
22 March 2018
Exchange rate determined for payment of dividends in sterling and Hong Kong dollars
 
26 March 2018
Payment date: dividend warrants, new share certificates or transaction advices and notional tax vouchers mailed and shares credited to stock accounts in CREST
 
6 April 2018
1
Removals to and from the Overseas Branch register of shareholders in Hong Kong will not be permitted on this date.
Interim dividends for 2018
The Board has adopted a policy of paying quarterly interim dividends on ordinary shares. Under this policy it is intended to have a pattern of three equal interim dividends with a variable fourth interim dividend. It is envisaged that the first interim dividend in respect of 2018 will be $0.10 per ordinary share.
Dividends are declared in US dollars and, at the election of the shareholder, paid in cash in one of, or in a combination of, US dollars, pounds sterling and Hong Kong dollars, or, subject to the Board’s determination that a scrip dividend is to be offered in respect of that dividend, may be satisfied in whole or in part by the issue of new shares in lieu of a cash dividend.
2017 Annual General Meeting
All resolutions considered at the 2017 Annual General Meeting held at 11.00am on 28 April 2017 at the Queen Elizabeth II Conference Centre, London SW1P 3EE were passed on a poll.
Earnings Releases and Interim Results
Earnings Releases are expected to be issued on or around 4 May 2018 and 29 October 2018. The interim results for the six months to 30 June 2018 are expected to be issued on 6 August 2018.

298
HSBC Holdings plc


Shareholder enquiries and communications
Enquiries
Any enquiries relating to shareholdings on the share register (for example, transfers of shares, changes 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
 
Computershare Hong Kong Investor
 
Investors Relations Team
The Pavilions
 
Services Limited
 
HSBC Bank Bermuda Limited
Bridgwater Road
 
Rooms 1712-1716, 17th   Floor
 
6 Front Street
Bristol BS99 6ZZ
 
Hopewell Centre
 
Hamilton HM 11
United Kingdom
 
183 Queen’s Road East
 
Bermuda
Telephone: +44 (0) 370 702 0137
 
Hong Kong
 
Telephone: +1 441 299 6737
Email via website:
 
Telephone: +852 2862 8555
 
Email: hbbm.shareholder.services@hsbc.bm
www.investorcentre.co.uk/contactus
 
Email: hsbc.ecom@computershare.com.hk
 
 
 
 
 
 
 
Investor Centre:
 
Investor Centre:
 
Investor Centre:
www.investorcentre.co.uk
 
www.investorcentre.com/hk
 
www.investorcentre.com/bm
Any enquiries relating to ADSs should be sent to the depositary:
The Bank of New York Mellon
Shareowner Services
PO Box 505000
Louisville, KY 40233-5000
USA
Telephone (US): +1 877 283 5786
Telephone (International): +1 201 680 6825
Email: shrrelations@cpushareownerservices.com
Website: www.mybnymdr.com
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:
CACEIS Corporate Trust
14, rue Rouget de Lisle
92130 Issy-Les-Moulineaux
France
Telephone: +33 1 57 78 34 28
Email: ct-service-ost@caceis.com
Website: www.caceis.com
If you have elected to receive general shareholder communications directly from HSBC Holdings, it is important to remember that your main contact for all matters relating to your investment remains the registered shareholder, or custodian or broker, who administers the investment on your behalf. Therefore any changes or queries relating to your personal details and holding (including any administration of it) must continue to be directed to your existing contact at your investment manager or custodian or broker. HSBC Holdings cannot guarantee dealing with matters directed to it in error.
Further copies of this Annual Report and Accounts 2017 may be obtained by writing to the following departments:
For those in Europe, the Middle East and Africa:
For those in Asia:
For those in the Americas:
Global Communications
Communications (Asia)
US Communications
HSBC Holdings plc
The Hongkong and Shanghai Banking
HSBC Bank USA, N.A.
8 Canada Square
Corporation Limited
1 West 39th Street, 9th Floor
London E14 5HQ
1 Queen’s Road Central
New York, NY 10018
United Kingdom
Hong Kong
USA
Electronic communications
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 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, 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 above. Printed copies will be provided without charge.

HSBC Holdings plc
299


Shareholder information

Chinese translation
A Chinese translation of this Annual Report and Accounts 2017 will be available upon request after 7 March 2018 from the Registrars:
Computershare Hong Kong Investor Services Limited
 
Computershare Investor Services PLC
Rooms 1712-1716, 17th Floor
 
The Pavilions
Hopewell Centre
 
Bridgwater Road
183 Queen’s Road East
 
Bristol BS99 6ZZ
Hong Kong
 
United Kingdom
Please also contact the Registrars if you wish to receive Chinese translations of future documents, or if you have received a Chinese translation of this document and do not wish to receive them in future.
CHINESETEXTFORARAAVAILABLEAF.JPG
Stock symbols
HSBC Holdings ordinary shares trade under the following stock symbols:
London Stock Exchange
HSBA
Euronext Paris
HSB
Hong Kong Stock Exchange
5
Bermuda Stock Exchange
HSBC.BH
New York Stock Exchange (ADS)
HSBC
 
 
Investor relations
Enquiries relating to HSBC’s strategy or operations may be directed to:
Richard O’Connor, Global Head of Investor Relations
Hugh Pye, Head of Investor Relations, Asia-Pacific
HSBC Holdings plc
The Hongkong and Shanghai Banking
8 Canada Square
Corporation Limited
London E14 5HQ
1 Queen’s Road Central
United Kingdom
Hong Kong
Telephone: +44 (0) 20 7991 6590
Telephone: 852 2822 4908
Email: investorrelations@hsbc.com
 
Where more information about HSBC is available
This Annual Report and Accounts 2017 , and other information on HSBC, may be downloaded from HSBC’s website: www.hsbc.com.
Reports, statements and information that HSBC Holdings files with the Securities and Exchange Commission are available at www.sec.gov. Investors can also request hard copies of these documents upon payment of a duplicating fee by writing to the SEC at the Office of Investor Education and Advocacy, 100 F Street N.E., Washington, DC 20549-0213 or by emailing PublicInfo@sec.gov. Investors should call the Commission at (1) 202 551 8090 if they require further assistance. Investors may also obtain the reports and other information that HSBC Holdings files at www.nyse.com (telephone number (1) 212 656 3000).
HM Treasury has transposed the requirements set out under CRD IV and issued the Capital Requirements Country-by-Country Reporting Regulations 2013. The legislation requires HSBC Holdings to publish additional information in respect of the year ended 31 December 2017 by 31 December 2018. This information will be available on HSBC’s website: www.hsbc.com/tax.

300
HSBC Holdings plc


Taxation of shares and dividends
Taxation – UK residents
The following is a summary, under current law, of certain UK tax considerations that are likely to be material to the ownership and disposition of HSBC Holdings ordinary shares. The summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a holder of shares. In particular, the summary deals with shareholders who are resident solely in the UK for UK tax purposes and only with holders who hold the shares as investments and who are the beneficial owners of the shares, and does not address the tax treatment of certain classes of holders such as dealers in securities. Holders and prospective purchasers should consult their own advisers regarding the tax consequences of an investment in shares in light of their particular circumstances, including the effect of any national, state or local laws.
Taxation of dividends
Currently, no tax is withheld from dividends paid by HSBC Holdings.
UK resident individuals
UK resident individuals are generally entitled to a tax-free annual allowance in respect of dividends received. The amount of the allowance is currently £5,000, but will be reduced to £2,000 from 6 April 2018. To the extent that dividend income received
by an individual in the relevant tax year does not exceed the allowance, a nil tax rate will apply. Dividend income in excess of this allowance will be taxed at 7.5% for basic rate taxpayers, 32.5% for higher rate taxpayers and 38.1% for additional rate taxpayers.
UK resident companies
Shareholders that are within the charge to UK corporation tax should generally be entitled to an exemption from UK corporation tax on any dividends received from HSBC Holdings. However, the exemptions are not comprehensive and are subject to anti-avoidance rules.
If the conditions for exemption are not met or cease to be satisfied, or a shareholder within the charge to UK corporation tax elects for an otherwise exempt dividend to be taxable, the shareholder will be subject to UK corporation tax on dividends received from HSBC Holdings at the rate of corporation tax applicable to that shareholder.
Scrip dividends
Information on the taxation consequences of the HSBC Holdings scrip dividends offered in lieu of the 2016 fourth interim dividend and the first, second and third interim dividends for 2017 was set out in the Secretary’s letters to shareholders of 8 March, 2 June, 17 August and 25 October 2017. In no case was the difference between the cash dividend forgone and the market value of the scrip dividend in excess of 15% of the market value. Accordingly, for individual shareholders, the amount of the dividend income chargeable to tax, and the acquisition price of the HSBC Holdings ordinary shares for UK capital gains tax purposes, was the cash dividend forgone.
Taxation of capital gains
The computation of the capital gains tax liability arising on disposals of shares in HSBC Holdings by shareholders subject to UK tax on capital gains can be complex, partly depending on whether, for example, the shares were purchased since April 1991, acquired in 1991 in exchange for shares in The Hongkong and Shanghai Banking Corporation Limited, or acquired subsequent to 1991 in exchange for shares in other companies.
For capital gains tax purposes, the acquisition cost for ordinary shares is adjusted to take account of subsequent rights and capitalisation issues. Capital gains arising on a disposal by a UK company may also be adjusted to take account of indexation allowance. For assets acquired on or before 1 January 2018, legislation proposed in Finance Bill 2017-18 freezes the level of
 
indexation allowance that is given in calculating a company’s chargeable gains at the value that would apply to the disposal of an asset in December 2017. For assets acquired from 1 January 2018 onwards, legislation proposed in Finance Bill 2017-18 removes any indexation allowance on disposal. If in doubt, shareholders are recommended to consult their professional advisers.
Stamp duty and stamp duty reserve tax
Transfers of shares by a written instrument of transfer generally will be subject to UK stamp duty at the rate of 0.5% of the consideration paid for the transfer (rounded up to the next £5), and such stamp duty is generally payable by the transferee. An agreement to transfer shares, or any interest therein, normally will give rise to a charge to stamp duty reserve tax at the rate of 0.5% of the consideration. However, provided an instrument of transfer of the shares is executed pursuant to the agreement and duly stamped before the date on which the stamp duty reserve tax becomes payable, under the current published practice of UK HM Revenue and Customs (‘HMRC’) it will not be necessary to pay the stamp duty reserve tax, nor to apply for such tax to be cancelled. Stamp duty reserve tax is generally payable by the transferee.
Paperless transfers of shares within CREST, the UK’s paperless share transfer system, are liable to stamp duty reserve tax at the rate of 0.5% of the consideration. In CREST transactions, the tax is calculated and payment made automatically. Deposits of shares into CREST generally will not be subject to stamp duty reserve tax, unless the transfer into CREST is itself for consideration. Following the case HSBC pursued before the European Court of Justice (Case C-569/07 HSBC Holdings plc and Vidacos Nominees Ltd v The Commissioners for HM Revenue & Customs) and a subsequent case in relation to depositary receipts, HMRC accepts that the charge to stamp duty reserve tax at 1.5% on the issue of shares (and transfers integral to capital raising) to a depositary receipt issuer or a clearance service is incompatible with European Union law, and will not be imposed.
Taxation – US residents
The following is a summary, under current law, of the principal UK tax and US federal income tax considerations that are likely to be material to the ownership and disposition of shares or American Depositary Shares (‘ADSs’) by a holder that is a US holder, as defined below, and who is not resident in the UK for UK tax purposes.
The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a holder of shares or ADSs. In particular, the summary deals only with US holders that hold shares or ADSs as capital assets, and does not address the tax treatment of holders that are subject to special tax rules, such as banks, tax-exempt entities, insurance companies, dealers in securities or currencies, persons that hold shares or ADSs as part of an integrated investment (including a ‘straddle’ or ‘hedge’) comprised of a share or ADS and one or more other positions, and persons that own, directly or indirectly, 10% or more of the voting stock of HSBC Holdings. This discussion is based on laws, treaties, judicial decisions and regulatory interpretations in effect on the date hereof, all of which are subject to change.
For the purposes of this discussion, a ‘US holder’ is a beneficial holder that is a citizen or resident of the United States, a US domestic corporation or otherwise is subject to US federal income taxes on a net income basis in respect thereof.
Holders and prospective purchasers should consult their own advisers regarding the tax consequences of an investment in shares or ADSs in light of their particular circumstances, including the effect of any national, state or local laws.
Any US federal tax advice included in this Annual Report and Accounts 2017 is for informational purposes only; it was not intended or written to be used, and cannot be used, for the purpose of avoiding US federal tax penalties.

HSBC Holdings plc
301


Shareholder information

Taxation of dividends
Currently, no tax is withheld from dividends paid by HSBC Holdings. For US tax purposes, a US holder must include cash dividends paid on the shares or ADSs in ordinary income on the date that such holder or the ADS depositary receives them, translating dividends paid in UK pounds sterling into US dollars using the exchange rate in effect on the date of receipt. A US holder that elects to receive shares in lieu of a cash dividend must include in ordinary income the fair market value of such shares on the dividend payment date, and the tax basis of those shares will equal such fair market value.
Subject to certain exceptions for positions that are held for less than 61 days, and subject to a foreign corporation being considered a ‘qualified foreign corporation’ (which includes not being classified for US federal income tax purposes as a passive foreign investment company), certain dividends (‘qualified dividends’) received by an individual US holder generally will be subject to US taxation at preferential rates. Based on the company’s audited financial statements and relevant market and shareholder data, HSBC Holdings was not and does not anticipate being classified as a passive foreign investment company. Accordingly, dividends paid on the shares or ADSs generally should be treated as qualified dividends.
Taxation of capital gains
Gains realised by a US holder on the sale or other disposition of shares or ADSs normally will not be subject to UK taxation unless at the time of the sale or other disposition the holder carries on a trade, profession or vocation in the UK through a branch or agency or permanent establishment and the shares or ADSs are or have been used, held or acquired for the purposes of such trade, profession, vocation, branch or agency or permanent establishment. Such gains will be included in income for US tax purposes, and will be long-term capital gains if the shares or ADSs were held for more than one year. A long-term capital gain realised by an individual US holder generally will be subject to US tax at preferential rates.
Inheritance tax
Shares or ADSs held by an individual whose domicile is determined to be the US for the purposes of the United States-United Kingdom Double Taxation Convention relating to estate and gift taxes (the ‘Estate Tax Treaty’) and who is not for such purposes a national of the UK will not, provided any US federal estate or gift tax chargeable has been paid, be subject to UK inheritance tax on the individual’s death or on a lifetime transfer of shares or ADSs except in certain cases where the shares or ADSs (i) are comprised in a settlement (unless, at the time of the settlement, the settlor was domiciled in the US and was not a national of the UK), (ii) are part of the business property of a UK permanent establishment of an enterprise, or (iii) pertain to a UK fixed base of an individual used for the performance of independent personal services. In such cases, the Estate Tax Treaty generally provides a credit against US federal tax liability for the amount of any tax paid in the UK in a case where the shares or ADSs are subject to both UK inheritance tax and to US federal estate or gift tax.
Stamp duty and stamp duty reserve tax – ADSs
If shares are transferred to a clearance service or American Depositary Receipt (‘ADR’) issuer (which will include a transfer of shares to the Depositary) under the current published HMRC practice, UK stamp duty and/or stamp duty reserve tax will be payable. The stamp duty or stamp duty reserve tax is generally payable on the consideration for the transfer and is payable at the aggregate rate of 1.5%.
 
The amount of stamp duty reserve tax payable on such a transfer will be reduced by any stamp duty paid in connection with the same transfer.
No stamp duty will be payable on the transfer of, or agreement to transfer, an ADS, provided that the ADR and any separate instrument of transfer or written agreement to transfer remain at all times outside the UK, and provided further that any such transfer or written agreement to transfer is not executed in the UK. No stamp duty reserve tax will be payable on a transfer of, or agreement to transfer, an ADS effected by the transfer of an ADR.
US backup withholding tax and information reporting
Distributions made on shares or ADSs and proceeds from the sale of shares or ADSs that are paid within the US, or through certain financial intermediaries to US holders, are subject to information reporting and may be subject to a US ‘backup’ withholding tax unless, in general, the US holder complies with certain certification procedures or is a corporation or other person exempt from such withholding. Holders that are not US taxpayers generally are not subject to information reporting or backup withholding tax, but may be required to comply with applicable certification procedures to establish that they are not US taxpayers in order to avoid the application of such information reporting requirements or backup withholding tax to payments received within the US or through certain financial intermediaries.
Information about the enforceability of
judgments made in the US
HSBC Holdings is a public limited company incorporated in England and Wales. Most of the Directors and executive officers live outside the US. As a result, it may not be possible to serve process on such persons or HSBC Holdings in the US or to enforce judgments obtained in US courts against them or HSBC Holdings based on civil liability provisions of the securities laws of the US. There is doubt as to whether English courts would enforce:
civil liabilities under US securities laws in original actions; or
judgments of US courts based upon these civil liability provisions.
In addition, awards of punitive damages in actions brought in the US or elsewhere may be unenforceable in the UK. The enforceability of any judgment in the UK will depend on the particular facts of the case as well as the laws and treaties in effect at the time.
Exchange controls and other limitations
affecting equity security holders
Other than certain economic sanctions that may be in force from time to time, there are currently no UK laws, decrees or regulations that would prevent the import or export of capital or remittance of distributable profits by way of dividends and other payments to holders of HSBC Holdings’ equity securities who are not residents of the UK. There are also no restrictions under the laws of the UK or the terms of the Memorandum and Articles of Association concerning the right of non-resident or foreign owners to hold HSBC Holdings’ equity securities or, when entitled to vote, to do so.
Dividends on the ordinary shares of
HSBC Holdings
HSBC Holdings has paid dividends on its ordinary shares every year without interruption since it became the HSBC Group holding company by a scheme of arrangement in 1991. The dividends declared, per ordinary share, in respect of each of the last five years were:

302
HSBC Holdings plc


 
 
First
interim

Second
interim

Third
interim

Fourth
interim 1

Total 2

2017
$
0.10

0.10

0.10

 
 
 
£
0.079

0.076

0.076

 
 
 
HK$
0.780

0.781

0.780

 
 
2016
$
0.100

0.100

0.100

0.210

0.510

 
£
0.075

0.077

0.080

0.171

0.403

 
HK$
0.776

0.776

0.776

1.628

3.956

2015
$
0.100

0.100

0.100

0.210

0.510

 
£
0.064

0.064

0.066

0.142

0.336

 
HK$
0.775

0.775

0.775

1.628

3.953

2014
$
0.100

0.100

0.100

0.200

0.500

 
£
0.059

0.062

0.064

0.128

0.313

 
HK$
0.775

0.777

0.776

1.551

3.879

2013
$
0.100

0.100

0.100

0.190

0.490

 
£
0.066

0.064

0.062

0.114

0.306

 
HK$
0.776

0.775

0.775

1.473

3.799

1
The fourth interim dividends have been translated into pounds sterling and Hong Kong dollars at the closing rate on 31 December. The fourth interim dividend for 2017 of $0.21 per ordinary share will be paid on 6 April 2018.
2
The above dividends declared are accounted for as disclosed in Note 8 on the Financial Statements.
American Depositary Shares
A holder of HSBC Holdings’ American Depositary Shares (‘ADSs’) may have to pay, either directly or indirectly (via the intermediary through whom their ADSs are held) fees to the Bank of New York Mellon as depositary. Fees may be paid or
 

recovered in several ways: by deduction from amounts distributed; by selling a portion of distributable property; by deduction from dividend distributions; by directly invoicing the holder; or by charging the intermediaries who act for them. Fees for the holders of the HSBC ADSs include:
For:
HSBC ADS holders must pay:
Each issuance of HSBC ADSs, including as a result of a distribution of shares (including through a stock dividend, stock split or distribution of rights or other property)
$5.00 (or less) per 100 HSBC ADSs or portion thereof
Each cancellation of HSBC ADSs, including if the deposit agreement terminates
$5.00 (or less) per 100 HSBC ADSs or portion thereof
Transfer and registration of shares on our share register to/from the holder’s name to/from the name of The Bank of New York Mellon or its agent when the holder deposits or withdraws shares
Registration or transfer fees (of which there currently are none)
Conversion of non-US currency to US dollars
Charges and expenses incurred by The Bank of New York Mellon with respect to the conversion
Each cash distribution to HSBC ADS holders
$0.02 or less per ADS
Transfers of HSBC ordinary shares to the depositary in exchange for HSBC ADSs
Any applicable taxes and/or other governmental charges
Distribution of securities by the depository to HSBC ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and those shares had been deposited for issuance of ADSs
Any other charges incurred by the depositary or its agents for servicing shares or other securities deposited
As applicable
The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
The depositary has agreed to reimburse us for expenses we incur, and to pay certain out-of-pocket expenses and waive certain fees, in connection with the administration, servicing and maintenance of our ADS programme. There are limits on the amount of expenses for which the depositary will reimburse us. The amount of reimbursement available is not tied to the amount of fees the depositary collects from holders of ADSs. During the year ended 31 December 2017, the depositary reimbursed, paid and/or waived fees and expenses totalling $106,980 in connection with the administration, servicing and maintenance of the programme.
Nature of trading market
HSBC Holdings ordinary shares are listed or admitted to trading on the London Stock Exchange (‘LSE’), the Hong Kong Stock Exchange (‘HKSE’), Euronext Paris, the Bermuda Stock Exchange, and on the New York Stock Exchange (‘NYSE’) in the form of ADSs. HSBC Holdings maintains its principal share register in England and overseas branch share registers in Hong Kong and Bermuda (collectively, the ‘share register’).
 
As at 31 December 2017, there were a total of 200,751 holders of record of HSBC Holdings ordinary shares on the share register.
As at 31 December 2017, a total of 24,173,525 of the HSBC Holdings ordinary shares were registered in the HSBC Holdings’ share register in the name of 14,007 holders of record with addresses in the US. These shares represented 0.12% of the total HSBC Holdings ordinary shares in issue.
As at 31 December 2017, there were 6,157 holders of record of ADSs holding approximately 161.3m ADSs, representing approximately 806.7m HSBC Holdings ordinary shares, 6,045 of these holders had addresses in the US, holding approximately 161.3m ADSs, representing 806.6m HSBC Holdings ordinary shares. At 31 December 2017, approximately 4.0% of the HSBC Holdings ordinary shares were represented by ADSs held by holders of record with addresses in the US.
The following table shows, for the years, calendar quarters and months indicated, the highest and lowest prices for the HSBC Holdings ordinary shares and ADSs. These are based on mid-market closing prices at close of business on the LSE, HKSE, Euronext Paris, NYSE and the Bermuda Stock Exchange. Past share price performance should not be regarded as a guide to future performance.

HSBC Holdings plc
303


Shareholder information

High and low mid-market closing prices
 
London
Hong Kong
New York
Paris
Bermuda
 
$0.50 shares
 
$0.50 shares
 
ADSs 1
 
$0.50 shares
 
$0.50 shares
 
 
High

Low

High

Low

High

Low

High

Low

High

Low

 
pence

pence

HK$

HK$

$

$

euro

euro

$

$

2017
770

621

80.0

62.1

51.7

39.7

8.7

7.4

10.3

7.9

2016
680

416

65.8

45.8

43.0

29.3

8.0

5.1

8.1

5.8

2015
649

486

77.5

57.1

50.2

37.0

9.1

6.6

9.6

7.6

2014
681

589

86.1

72.2

56.0

46.5

8.4

7.1

11.0

9.4

2013
770

647

90.4

79.3

58.6

50.7

9.1

7.7

11.4

10.5

2017
 
 
 
 
 
 
 
 
 
 
4th Quarter
769

725

80.0

75.1

51.7

48.1

8.7

8.2

10.3

9.6

3rd Quarter
770

708

79.4

72.7

50.8

46.4

8.6

7.9

9.9

8.7

2nd Quarter
716

621

72.8

62.1

46.5

39.7

8.1

7.4

8.8

7.9

1st Quarter
712

646

69.0

62.3

44.1

40.2

8.4

7.5

8.6

7.9

2016
 
 
 
 
 
 
 
 
 
 
4th Quarter
680

588

65.8

57.5

43.0

37.0

8.0

6.7

8.1

7.5

3rd Quarter
589

462

60.0

46.8

38.7

30.0

6.9

5.4

7.6

6.0

2nd Quarter
472

416

52.9

45.8

34.4

29.3

6.0

5.1

6.7

5.8

1st Quarter
523

420

60.4

47.8

38.6

30.7

7.2

5.4

7.6

5.9

2018
 
 
 
 
 
 
 
 
 
 
January
796

751

85.8

79.9

55.6

51.6

8.9

8.5

10.8

10.3

2017
 
 
 
 
 
 
 
 
 
 
December
769

725

80.0

76.1

51.7

48.5

8.7

8.2

10.3

9.6

November
745

730

78.0

75.1

49.8

48.1

8.5

8.2

9.9

9.6

October
763

734

78.6

76.0

50.6

48.7

8.5

8.3

9.9

9.8

September
750

708

76.7

74.2

49.4

47.5

8.4

7.9

9.9

9.5

August
770

734

79.4

73.8

50.8

47.2

8.6

8.0

9.9

9.5

July
757

712

78.5

72.7

50.1

46.4

8.5

8.1

9.8

8.7

In New York each ADS represents five underlying ordinary shares.
Memorandum and Articles of Association
The disclosure under the caption ‘Memorandum and Articles of Association’ contained in Form 20F for the years ended 31 December 2000, 2001 and 2014 is incorporated by reference herein.
History and development of HSBC
2017
We became the first foreign bank to win permission for a majority-owned securities joint venture in mainland China.
2017
We returned a total of $3bn to shareholders through share buy-backs.
2017
We completed the wind-down of our US consumer and mortgage lending (‘CML’) run-off portfolio with asset sales of $7.0bn in 2017.
2017
Our five-year Deferred Prosecution Agreement with the US Department of Justice expired in December.
Differences in HSBC Holdings/New York Stock
Exchange corporate governance practices
Under the NYSE’s corporate governance rules for listed companies and the applicable rules of the SEC, as a NYSE-listed foreign private issuer, HSBC Holdings must disclose any significant ways in which its corporate governance practices differ from those followed by US companies subject to NYSE listing standards. HSBC Holdings believes the following to be the significant differences between its corporate governance practices and NYSE corporate governance rules applicable to US companies.
US companies listed on the NYSE are required to adopt and disclose corporate governance guidelines. The Listing Rules of the FCA require each listed company incorporated in the UK to include in its Annual Report and Accounts a statement of how it has applied the principles of The UK Corporate Governance Code issued by the Financial Reporting Council and a statement as to whether or not it has complied with the code provisions of The UK Corporate Governance Code throughout the accounting period
 
covered by the Annual Report and Accounts. A company that has not complied with the code provisions, or complied with only some of the code provisions or (in the case of provisions whose requirements are of a continuing nature) complied for only part of an accounting period covered by the report, must specify the code provisions with which it has not complied, and (where relevant) for what part of the reporting period such non-compliance continued, and give reasons for any non-compliance. As stated above, HSBC Holdings complied throughout 2017 with the applicable code provisions of The UK Corporate Governance Code. The UK Corporate Governance Code does not require HSBC Holdings to disclose the full range of corporate governance guidelines with which it complies.
Under NYSE standards, companies are required to have a nominating/corporate governance committee composed entirely of directors determined to be independent in accordance with the NYSE’s corporate governance rules. All of the members of the Nomination Committee during 2017 were independent non-executive Directors, as determined in accordance with the UK Corporate Governance Code. The terms of reference of our Nomination Committee, which comply with the UK Corporate Governance Code, require a majority of members to be independent non-executive Directors. In addition to identifying individuals qualified to become Board members, a nominating/corporate governance committee must develop and recommend to the Board a set of corporate governance principles. The Nomination Committee’s terms of reference do not require it to develop and recommend corporate governance principles for HSBC Holdings, as HSBC Holdings is subject to the corporate governance principles of The UK Corporate Governance Code. The Board of Directors is responsible under its terms of reference for the development and review of Group policies and practices on corporate governance.
Under the NYSE standards, companies are required to have a compensation committee composed entirely of directors determined to be independent in accordance with the NYSE’s corporate governance rules. All of the members of the Group Remuneration Committee during 2017 were independent non-executive Directors, as determined in accordance with the UK Corporate Governance Code. The terms of reference of our Group Remuneration Committee, which comply with the UK Corporate

304
HSBC Holdings plc


Governance Code, require at least three members to be independent non-executive Directors. A compensation committee must review and approve corporate goals and objectives relevant to chief executive officer compensation and evaluate a chief executive officer’s performance in light of these goals and objectives. The Group Remuneration Committee’s terms of reference require it to review and approve performance-based remuneration of the executive Directors by reference to corporate goals and objectives that are set by the Board of Directors.
Pursuant to NYSE listing standards, non-management directors must meet on a regular basis without management present and independent directors must meet separately at least once per year.
The Group Chairman meets with the independent non-executive Directors without the executive Directors in attendance after each Board meeting and otherwise, as necessary. HSBC Holdings’ practice, in this regard, complies with The UK Corporate Governance Code.
In accordance with the requirements of The UK Corporate Governance Code, HSBC Holdings discloses in its Annual Report and Accounts how the Board, its committees and the Directors are evaluated (on page 185 ) and provides extensive information regarding Directors’ compensation in the Directors’ Remuneration Report (on page  186 ). The terms of reference of HSBC Holdings’ Group Audit, Group Nomination, Group Remuneration and Group Risk Committees are available at www.hsbc.com/investor-relations/governance/board-committees.
NYSE listing standards require US companies to adopt a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.
In 2009, the Board endorsed three HSBC Values statements underpinned by the continued use of our Business Principles, in replacement of the Group Business Principles and Values. In addition to the HSBC Values statements and Business Principles (and previously the Group Business Principles and Values), which apply to the employees of all our companies, pursuant to the requirements of the Sarbanes-Oxley Act the Board of HSBC Holdings has adopted a Code of Ethics applicable to the Group Chairman and the Group Chief Executive, as the principal executive officers, and to the Group Finance Director and Group Chief Accounting Officer. HSBC Holdings’ Code of Ethics is available on www.hsbc.com/about-hsbc/corporate-governance/
 
obligations-of-senior-financial-officers or from the Group Company Secretary at 8 Canada Square, London E14 5HQ. If the Board amends or waives the provisions of the Code of Ethics, details of the amendment or waiver will appear at the same website address. During 2017, HSBC Holdings made no amendments to its Code of Ethics and granted no waivers from its provisions. The references to the standards to be followed by all employees reflect the Board’s endorsement of HSBC Values statements underpinned by the continued use of our Business Principles. The HSBC Values statements and Business Principles are available on www.hsbc.com/our-approach/our-values.
Under NYSE listing rules applicable to US companies, independent directors must comprise a majority of the board of directors. Currently, more than three-quarters of HSBC Holdings’ Directors are independent.
Under The UK Corporate Governance Code the HSBC Holdings Board determines whether a Director is independent in character and judgement and whether there are relationships or circumstances that are likely to affect, or could appear to affect, the Director’s judgement. Under the NYSE rules a director cannot qualify as independent unless the board affirmatively determines that the director has no material relationship with the listed company; in addition the NYSE rules prescribe a list of circumstances in which a director cannot be independent. The UK Corporate Governance Code requires a company’s board to assess director independence by affirmatively concluding that the director is independent of management and free from any business or other relationship that could materially interfere with the exercise of independent judgement. Lastly, a chief executive officer of a US company listed on the NYSE must annually certify that he or she is not aware of any violation by the company of NYSE corporate governance standards. In accordance with NYSE listing rules applicable to foreign private issuers, HSBC Holdings’ Group Chief Executive is not required to provide the NYSE with this annual compliance certification. However, in accordance with rules applicable to both US companies and foreign private issuers, the Group Chief Executive is required promptly to notify the NYSE in writing after any executive officer becomes aware of any material non-compliance with the NYSE corporate governance standards applicable to HSBC Holdings.
HSBC Holdings is required to submit annual and interim written affirmations of compliance with applicable NYSE corporate governance standards, similar to the affirmations required of NYSE-listed US companies.


HSBC Holdings plc
305


Shareholder information

Glossary of accounting terms and US equivalents
Accounting term
US equivalent or brief description
Accounts
Financial Statements
Articles of Association
Articles of incorporation
Called up share capital
Shares issued and fully paid
Creditors
Payables
Debtors
Receivables
Deferred tax
Deferred income tax
Finance lease
Capital lease
Freehold
Ownership with absolute rights in perpetuity
Interests in associates and joint ventures
Interests in entities over which we have significant influence or joint control, which are accounted for using the equity method
Loans and advances
Loans
Loan capital
Long-term debt
Nominal value
Par value
One-off
Non-recurring
Ordinary shares
Common stock
Overdraft
A line of credit, contractually repayable on demand unless a fixed-term has been agreed, established through a customer’s current account
Preference shares
Preferred stock
Premises
Property
Provisions
Liabilities of uncertain timing or amount
Share premium account
Additional paid-in capital
Shares in issue
Shares outstanding
Write-offs
Charge-offs


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HSBC Holdings plc


Reconciliations
Form 20-F Item Number and Caption
Location
Page

 
 
 
PART I
 
 
1. Identity of Directors, Senior Management and Advisers
Not required for Annual Report

2. Offer Statistics and Expected Timetable
Not required for Annual Report

3. Key Information
 
 
A. Selected Financial Data
Report of the Directors:Consolidated income statement, Consolidated balance sheet
33, 47

 
Shareholder Information
298

 
Note 8 on the Financial Statements - Dividends
242

 
Note 9 on the Financial Statements – Earnings per share
242-243

B. Capitalisation and Indebtedness
Not required for Annual Report

C. Reasons for the Offer and use of Proceeds
Not required for Annual Report

D. Risk Factors
Report of the Directors: Risk
98-106

4. Information on the Company
 
 
A. History and Development of the Company
Shareholder information
298

 
Strategic Report
2-32

 
Report of the Directors: Financial Review
32-166

B. Business Overview
Strategic Report
2-32

 
Report of the Directors: Financial Review - Regulation and Supervision
86-93

 
Report of the Directors: Financial Review - Global businesses and geographical regions
18-22

 
Report of the Directors: Financial Review
32-166

C. Organisational Structure
Strategic Report
2-32

 
Note 18 on the Financial Statements – Investments in subsidiaries
260-261

D. Property, Plants and Equipment
Not Applicable

4 A. Unresolved Staff Comments
Not Applicable

5. Operating and Financial Review and Prospects
 
 
A. Operating Results
Report of the Directors: Financial Review
32-166

B. Liquidity and Capital Resources
Report of the Directors: Financial Review–Risk–Liquidity and Funding Risk Profile
Report of the Directors: Financial Review– Risk–Insurance Manufacturing Operations Risk Profile


113-117

118-120

 
Note 28 on the Financial Statements – Maturity analysis of assets, liabilities and off-balance commitments
271-275

 
Note 32 on the Financial Statements – Contingent liabilities, contractual commitments and guarantees
279

C. Research and Development, Patents and Licences, etc.
Not Applicable

D. Trend Information
Strategic Report
2-32

 
Report of the Directors: Financial Review
32-166

 
Report of the Directors: Financial Review–Risk–Top and emerging risks, Areas of special interest
95-98, 106

E. Off-Balance Sheet Arrangements
Note 28 on the Financial Statements – Maturity analysis of assets, liabilities and offbalance sheet commitment

271-275

 
Note 29 – Notes on the Financial Statements – Offsetting of financial assets and financial liabilities
275-276

 
Note 32 on the Financial Statements – Contingent liabilities, contractual commitments and guarantees

279

F. Tabular disclosure of Contractual Obligations
Report of the Directors: Financial Review - Contractual obligations
54

6. Directors, Senior Management and Employees
 
 
A. Directors and Senior Management
Report of the Directors: Corporate Governance Report
166-185

B. Compensation
Report of the Directors: Directors’ Remuneration Report
186-209

C. Board Practices
Report of the Directors: Corporate Governance Report
166-185

 
Report of the Directors: Directors’ Remuneration Report

186-209

D. Employees
Report of the Directors: Corporate Governance Report

183

 
Note 5 on the Financial Statements – Employee compensation and benefits
233-238

E. Share Ownership
Report of the Directors: Corporate Governance Report
179-182

 
Report of the Directors: Directors’ Remuneration Report
Note 5 on the Financial Statements – Employee compensation and benefits
Note 31 on the Financial Statements – Called up share capital and other equity instruments

198
233-238

277-278

7. Major Shareholders and Related Party Transactions
 
 
A. Major Shareholders
Report of the Directors: Corporate Governance Report
181-182

B. Related Party Transactions
Note 35 on the Financial Statements: – Related party transactions
286-288

C. Interests of Experts and Counsel
Not required for Annual Report

8. Financial Information
 
 
A. Consolidated Statements and Other Financial Information
Financial Statements
211-297

 
Report of the Independent Registered Public Accounting Firm to the Board of Directors and Shareholders of HSBC Holdings plc
210

 
Shareholder Information
298


HSBC Holdings plc
307


Shareholder information

 
Form 20-F Item Number and Caption
Location
Page

 
 
 
B. Significant Changes
Note 36 on the Financial Statements – Events after the balance sheet date
298
9. The Offer and Listing
 
 
A. Offer and Listing Details
Shareholder Information
300
B. Plan of Distribution
Not required for Annual Report

C. Markets
Shareholder Information
300
D. Selling Shareholders
Not required for Annual Report

E. Dilution
Not required for Annual Report

F. Expenses of the Issue
Not required for Annual Report

A. Share Capital
Not required for Annual Report

B. Memorandum and Articles of Association
Shareholder Information
304

C. Material Contracts
Report of the Directors: Directors’ Remuneration Report

189

D. Exchange Controls
Shareholder Information
302

E. Taxation
Shareholder Information
301

F. Dividends and Paying Agents
Not required for Annual Report

G. Statements by Experts
Not required for Annual Report

H. Documents on Display
Shareholder Information
300

I. Subsidiary Information
Not Applicable

11. Quantitative and Qualitative Disclosures About Market Risk
Report of the Directors: Financial Review–Risk–Market risk profile

150-156

 
Note 14 on the Financial Statements - Derivatives
253-255

 
Note 15 on the Financial Statements – Financial investment
255-256

12. Description of Securities Other than Equity Securities
 
 
A. Debt Securities
Not required for Annual Report

B. Warrants and Rights
Not required for Annual Report

C. Other Securities
Not required for Annual Report

D. American Depositary Shares
Shareholder Information
303

PART II
 
 
13. Defaults, Dividends Arrearages and Delinquencies
Not Applicable

14. Material Modifications to the Rights of Securities Holders and Use of Proceeds
Not Applicable

15. Controls and Procedures
Report of Independent Registered Public Accounting Firm to the Board of Directors and Shareholders of HSBC Holdings plc
210

 
Report of the Directors: Other information
79

 
 
 
16A. Audit Committee Financial Expert
Report of the Directors: Corporate Governance
174

16B. Code of Ethics
Shareholder Information

16C. Principal Accountant Fees and Services
Note 6 on the Financial Statements - Auditors’ remuneration
239

16D. Exemptions from the Listing Standards for Audit Committees
Not Applicable

16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Report of the Directors: Corporate Governance
181

16F. Change in Registrant’s Certifying Accountant
Not Applicable

16G. Corporate Governance
Shareholder Information
304

PART III
 
 
17. Financial Statements
Not Applicable

18. Financial Statements
Financial Statements
211-297

19. Exhibits (including Certifications)
 
*




308
HSBC Holdings plc


Other Information

Abbreviations
Currencies
 
CA$
Canadian dollar
EGP
Egyptian pound
Euro
HK$
Hong Kong dollar
MXN
Mexican peso
RMB
Chinese renminbi
SGD
Singapore dollar
$
United States dollar
A
 
ABS¹
Asset-backed security
ADR
American Depositary Receipt
ADS
American Depositary Share
AFS
Available for sale
AGM
Annual General Meeting
AIEA
Average interest-earning assets
ALCM
Asset, Liability and Capital Management
ALCO
Asset and Liability Management Committee
AML
Anti-money laundering
AML DPA
Five-year deferred prosecution agreement with the US Department of Justice, entered into in December 2012
APE
Annual Premium Equivalent
ASEAN
Association of Southeast Asian Nations
AT1
Additional tier 1
B
 
Barion
Barion Funding Limited, a term-funding vehicle
Basel Committee
Basel Committee on Banking Supervision
Basel II¹
2006 Basel Capital Accord
Basel III¹
Basel Committee’s reforms to strengthen global capital and liquidity rules
BBA
British Bankers’ Association
BEPS
The OECD Base Erosion and Profit Shifting initiative
BoCom
Bank of Communications Co., Limited, one of China’s largest banks
BoE
Bank of England
Bps¹
Basis points. One basis point is equal to one-hundredth of a percentage point
BRRD
Bank Recovery and Resolution Directive (EU)
BSA
Bank Secrecy Act (US)
BSM
Balance Sheet Management
BVI
British Virgin Islands
C
 
C&L
Credit and Lending
CCA
Consumer Credit Act (UK)
CAPM
Capital asset pricing model
CCAR
Federal Reserve Comprehensive Capital Analysis and Review
CCP
Central Counterparty
CDOs
Collateralised debt obligations
CDS¹
Credit default swap
CEA
Commodity Exchange Act (US)
CET1¹
Common equity tier 1
CFPB
Consumer Financial Protection Bureau
CGUs
Cash-generating units
CIUs
Collective investment undertakings
CMA
UK Competition and Markets Authority
CMB
Commercial Banking, a global business
CMC
Capital maintenance charge
CML¹
Consumer and Mortgage Lending (US)
CODM
Chief Operating Decision Maker
COSO
2013 Committee of the Sponsors of the Treadway Commission (US)
CP¹
Commercial paper
CRD¹
Capital Requirements Directive
CRR¹
Customer risk rating
CRR/CRD IV
Capital Requirements Regulation and Directive
 
 
 
CSA
Credit Support Annex
CSA
Credit Support Annex
CVA¹
Credit valuation adjustment
CVC
Conduct & Values Committee
D
 
Deferred Shares
Awards of deferred shares define the number of HSBC Holdings ordinary shares to which the employee will become entitled, generally between one and three years from the date of the award, and normally subject to the individual remaining in employment
DFAST
Dodd-Frank Act Stress Testing
Dodd-Frank
Dodd-Frank Wall Street Reform and Consumer Protection Act (US)
DoJ
US Department of Justice
DPF
Discretionary participation feature of insurance and investment contracts
DVA¹
Debit valuation adjustment
E
 
EAD¹
Exposure at default
EBA
European Banking Authority
EC
European Commission
ECB
European Central Bank
ECL
Expected credit losses
EL¹
Expected loss
ERISA
Employee Retirement Income Security Act of 1974 (US)
ESG
Environmental, Social and Governance
EU
European Union
Euribor
Euro interbank offered rate
EVE
Economic value of equity
F
 
FCA
Financial Conduct Authority (UK)
FCA Direction
Undertaking originally with the Financial Services Authority (subsequently with the Financial Conduct Authority) to comply with certain forward-looking obligations with respect to AML and sanctions requirements
FCR
Financial Crime Risk function
FDIA
Federal Deposit Insurance Act
FDIC
Federal Deposit Insurance Corporation
FFVA
Funding fair value adjustment estimation methodology on derivative contracts
Fintech
Financial technology
FPC
Financial Policy Committee (UK)
FRB
Federal Reserve Board (US)
FSB
Financial Stability Board
FSCS
Financial Services Compensation Scheme
FSMA
Financial Services and Markets Act 2000
FSVC
Financial System Vulnerabilities Committee
FTE
Full-time equivalent staff
FTSE
Financial Times – Stock Exchange index
FuM
Funds under management
FVOCI¹
Fair value through other comprehensive income
FVPL¹
Fair value through profit or loss
FX DPA
Three-year deferred prosecution agreement with the US Department of Justice, entered into in January 2018

G
 
GAAP
Generally accepted accounting principles
GAC
Group Audit Committee
GB&M
Global Banking and Markets, a global business
GCC
The Group Change Committee
GDP
Gross domestic product
GLB Act
Gramm-Leach-Bliley Act
GLCM
Global Liquidity and Cash Management
Global Markets
HSBC’s capital markets services in Global Banking and Markets
GMB
Group Management Board
GPB
Global Private Banking, a global business

309
HSBC Holdings plc


GPSP
Group Performance Share Plan
GRC
Group Risk Committee
Group
HSBC Holdings together with its subsidiary undertakings
GRRC
Group Reputational Risk Committee
G-SIB¹
Global systemically important bank
GSM
The Group’s Global Standards Manual
GTRF
Global Trade and Receivables Finance
H
 
Hang Seng Bank
Hang Seng Bank Limited, one of Hong Kong’s largest banks
HKEx
The Stock Exchange of Hong Kong Limited
HKMA
Hong Kong Monetary Authority
HMRC
HM Revenue and Customs
HNAH
HSBC North America Holdings Inc.
Holdings ALCO
HSBC Holdings Asset and Liability Management Committee
Hong Kong
Hong Kong Special Administrative Region of the People’s Republic of China
HQLA
High-quality liquid assets
HSBC
HSBC Holdings together with its subsidiary undertakings
HSBC Bank
HSBC Bank plc
HSBC Bank
Middle East
HSBC Bank Middle East Limited
HSBC Bank USA
HSBC Bank USA, N.A., HSBC’s retail bank
in the US
HSBC Canada
The sub-group, HSBC Bank Canada, HSBC Trust Company Canada, HSBC Mortgage Corporation Canada and HSBC Securities Canada, consolidated for liquidity purposes
HSBC Colombia
HSBC Bank (Colombia) S.A.
HSBC Finance
HSBC Finance Corporation, the US consumer finance company (formerly Household International, Inc.)
HSBC France
HSBC’s French banking subsidiary, formerly CCF S.A.
HSBC Holdings
HSBC Holdings plc, the parent company of HSBC
HSBC Private Bank (Suisse)
HSBC Private Bank (Suisse) SA, HSBC’s private bank in Switzerland
HSBC USA
The sub-group, HSBC USA Inc (the holding company of HSBC Bank USA) and HSBC Bank USA, consolidated for liquidity purposes
HSI
HSBC Securities (USA) Inc.
HSSL
HSBC Securities Services (Luxembourg)
HTIE
HSBC International Trust Services (Ireland) Limited
HTM
Held to maturity
I
 
IA
Insurance Authority
IAS
International Accounting Standards
IASB
International Accounting Standards Board
ICAAP
Internal capital adequacy assessment process
IFRSs
International Financial Reporting Standards
IHC
Intermediate holding company
ILAAP
Individual liquidity adequacy assessment process
ILR
Inherent liquidity risk
Industrial Bank
Industrial Bank Co. Limited, a national joint-stock bank in mainland China in which Hang Seng Bank Limited has a shareholding
Investor Update
The Investor Update in June 2015
IRB¹
Internal ratings-based
IRRBB
Interest rate risk in the banking book
ISDA
International Swaps and Derivatives Association
K
 
KPMG
KPMG Audit Plc and its affiliates
L
 
LCR
Liquidity coverage ratio
LFRF
Liquidity and funding risk management framework
LGBT+
Lesbian, gay, bisexual and transgender. The plus sign denotes other non-mainstream groups on the spectrums of sexual orientation and gender identity
LGD¹
Loss given default
Libor
London interbank offered rate
LICs
Loan impairment charges and other credit risk provisions
LTI
Long-term incentive
LTV¹
Loan-to-value ratio
 
M
 
Madoff Securities
Bernard L. Madoff Investment Securities LLC
Mainland China
People’s Republic of China excluding Hong Kong
Malachite
Malachite Funding Limited, a term-funding vehicle
Mazarin
Mazarin Funding Limited, an asset-backed CP conduit
MBS
US mortgage-backed security
MENA
Middle East and North Africa
MOCs
Model Oversight Committees
Monoline
Monoline insurance company
MRT¹
Material risk taker
N
 
NGO
Non-governmental organisation
NII
Net interest income
NSFR
Net stable funding ratio
NYSE
New York Stock Exchange
O
 
OCC
Office of the Comptroller of the Currency (US)
OCI
Other comprehensive income
ORMF
Operational risk management framework
OTC¹
Over-the-counter
P
 
PD¹
Probability of default
Performance shares¹
Awards of HSBC Holdings ordinary shares under employee share plans that are subject to corporate performance conditions
Ping An
Ping An Insurance (Group) Company of China, Ltd, the second-largest life insurer in the PRC
POCI
Purchased or originated credit impaired financial assets
PPI
Payment protection insurance
PRA
Prudential Regulation Authority (UK)
PRC
People’s Republic of China
Principal plan
HSBC Bank (UK) Pension Scheme
PVIF
Present value of in-force long-term insurance business and long-term investment contracts with DPF
PwC
The member firms of the PwC network, including PricewaterhouseCoopers LLP

R
 
RAS
Risk appetite statement
RBWM
Retail Banking and Wealth Management, a global business
RC
The Regulatory Compliance sub-function
Repo¹
Sale and repurchase transaction
RRCS
Reputational Risk and Client Selection team
Reverse repo
Security purchased under commitments to sell
RMM
Risk Management Meeting of the Group Management Board
RNIV
Risk not in VaR
RoE
Return on equity
RoRWA
Return on risk-weighted assets
RoTE
Return on Tangible Equity
RQFII
Renminbi qualified foreign institutional investor
RRCS
Reputational Risk and Client Selection team
RWA¹
Risk-weighted asset
S
 
SBS
Security-based swap
SE¹
Structured entity
SEC
Securities and Exchange Commission (US)
ServCo group
Separately incorporated group of service companies planned in response to UK ring-fencing proposals
Sibor
Singapore Interbank Offered Rate
SIC
Securities investment conduit
SID
Senior Independent Director
SME
Small- and medium-sized enterprise
Solitaire
Solitaire Funding Limited, a special purpose entity managed by HSBC
SPE¹
Special purpose entity
SRR
A special resolution regime created by the Banking Act 2009, as amended
SSM
The EU’s Single Supervisory Mechanism

HSBC Holdings plc
310


Other Information

T
 
T1
Tier 1
T2
Tier 2
TCFD¹
Task Force on Climate-related Financial Disclosures
TLAC¹
Total loss-absorbing capacity
TSR¹
Total shareholder return
U
 
UAE
United Arab Emirates
UK
United Kingdom
US
United States of America
US run-off portfolio
Includes our CML, vehicle finance and Taxpayer Financial Services businesses and insurance, commercial, corporate and treasury activities in HSBC Finance on an IFRSs management basis
V
 
VaR¹
Value at risk
VIU
Value in use
1
A full definition is included in the glossary to the Annual Report and Accounts 2017 which is available at www.hsbc.com/investor-relations.

HSBC Holdings plc
 
Incorporated in England on 1 January 1959 with
limited liability under the UK Companies Act
Registered in England: number 617987
Registered Office and Group Head Office
 
8 Canada Square
London E14 5HQ
United Kingdom
Telephone: 44 020 7991 8888
Facsimile: 44 020 7992 4880
Web: www.hsbc.com
 
Registrars
 
Principal Register
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom
Telephone: 44 0370 702 0137
Email: via website
Web: www.investorcentre.co.uk/contactus
 
Hong Kong Overseas Branch Register
Computershare Hong Kong Investor Services
Limited
Rooms 1712-1716, 17th floor
Hopewell Centre
183 Queen’s Road East
Hong Kong
Telephone: 852 2862 8555
Email: hsbc.ecom@computershare.com.hk
Web: www.investorcentre.com/hk
 
Bermuda Overseas Branch Register
Investor Relations Team
HSBC Bank Bermuda Limited
6 Front Street
Hamilton HM11
Bermuda
Telephone: 1 441 299 6737
Email: hbbm.shareholder.services@hsbc.bm
Web: www.investorcentre.com/bm
ADR Depositary
The Bank of New York Mellon
Shareowner Services
PO Box 505000
Louisville, KY 40233-5000
USA
Telephone (US): 1 877 283 5786
Telephone (International): 1 201 680 6825
Email: shrrelations@cpushareownerservices.com
Web: www.mybnymdr.com
Paying Agent (France)
CACEIS Corporate Trust
14, rue Rouget de Lisle
92130 Issy-Les-Moulineaux
France
Telephone: 33 1 57 78 34 28
Email: ct-service-ost@caceis.com
Web: www.caceis.com

311
HSBC Holdings plc


Shareholder information

Stockbrokers
 
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom
 
Credit Suisse Securities (Europe) Limited
1 Cabot Square
London E14 4QT
United Kingdom
 
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom


© Copyright HSBC Holdings plc 2018
All rights reserved
No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of HSBC Holdings plc.
Published by Global Finance, HSBC Holdings plc, London
Designed by Superunion (formerly Addison Group), London (Strategic Report) and by Global Finance with Superunion (rest of Annual Report and Accounts)

Photography
Cover, inside front cover-page 1, page 27 : Getty Images
Pages 2 - 3 : Terry Tam, The Hongkong and Shanghai Banking Corporation Limited, Hong Kong
Pages 4 (Group Chairman), 7 (Group Chief Executive): Charles Best
Pages 10 - 13 : David George, HSBC Bank Egypt S.A.E., Cairo, Egypt
Pages 18 - 21 : Ramit Soni, The Hongkong and Shanghai Banking Corporation Limited, Mumbai, India
Pages 22 - 23 : Arunabha Hajra, The Hongkong and Shanghai Banking Corporation Limited, Mumbai, India
Pages 28 - 29 : Global Communications, HSBC Holdings plc
Pages 167 - 170 : Directors and Group Company Secretary by Charles Best; Group Chief Executive Designate by Global Communications, HSBC Holdings plc
Inside back cover: Laurie Mae Gucilatar, HSBC Electronic Data Processing (Philippines), Inc., Quezon City, Philippines

312
HSBC Holdings plc


Item 19. Exhibits
Documents files as exhibits to this Form 20-F:

Exhibit Number                      Description     
2.1      The total amount of long-term debt securities of HSBC Holdings plc authorized under any instrument does not exceed 10 percent of the total assets of the Group on a consolidated basis. HSBC Holdings plc hereby agrees to furnish to the Commission, upon its request, a copy of any instrument defining the rights of holders of long-term debt of HSBC Holdings plc or of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed.
8.1      Subsidiaries of HSBC Holdings plc (set forth in Note 37 to the consolidated financial statements included in this Form 20-F).


HSBC Holdings plc
313


Shareholder information

SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
 
 
 
 
 
HSBC Holdings plc
 
 
 
By:
/s/ Iain J Mackay
 
 
 
Name:
Iain J Mackay
 
 
 
Title:
Group Finance Director
 
 
Dated: 20 February 2018


314
HSBC Holdings plc
 
UNITED STATES DISTRICT COURT EASTERN DISTRICT OF NEW YORK X UNITED STATES OF AMERICA - against - Case No: HSBC HOLDINGS PLC, Defendant. X DEFERRED PROSECUTION AGREEMENT Defendant HSBC Holdings pic ("HSBC" or the "Company") pursuant to authority granted by the Company's Board of Directors, and the United States Department of Justice, Criminal Division, Fraud Section (the "Fraud Section"), enters into this deferred prosecution agreement (the "Agreement"). Criminal Information and Acceptance of Responsibility I. The Company acknowledges and agrees that the Fraud Section will file the attached two-count criminal Information in the United States District Court for the Eastern District of New York charging the Company with wire fraud in violation of 18 U.S.C. § 1343. In so doing, the Company: (a) knowingly waives its right to indictment on these charges, as well as all rights to a speedy trial pursuant to the Sixth Amendment to the United States Constitution, Title 18, United States Code, Section 3161, and Federal Rule of Criminal Procedure 48(b); and (b) knowingly waives any objection with respect to venue to any charges by the United States arising out of the conduct described in the Statement of Facts attached hereto as Attachment A and consents to the filing of the Information, as provided under the terms of this Agreement, in the United States District Court for the Eastern District of New York. The Fraud Section agrees Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 2 of 50 PageID #: 27


 
to defer prosecution of the Company and any of its subsidiaries and majority-owned and controlled affiliates pursuant to the terms and conditions described below. 2. The Company admits, accepts, and acknowledges that it is responsible under United States law for the acts of the officers, directors, employees, and agents of certain of its subsidiaries and affiliates as charged in the Information, and as set forth in the attached Statement of Facts, and that the allegations described in the Information and the facts described in the attached Statement of Facts are true and accurate. Should the Fraud Section pursue the prosecution that is deferred by this Agreement, the Company and HSBC Bank pic ("HBEU") stipulate to the admissibility of the attached Statement of Facts in any proceeding by the Fraud Section, including any trial, guilty plea, or sentencing proceeding, and will not contradict anything in the attached Statement of Facts at any such proceeding. Term of the Agreement 3. This Agreement is effective for a period beginning on the date on which the Information is filed and ending three years from that date (the "Term"). The Company agrees, however, that, in the event the Fraud Section determines, in its sole discretion, that the Company has knowingly violated any provision of this Agreement, an extension or extensions of the Term may be imposed by the Fraud Section, in its sole discretion, for up to a total additional time period of one year, without prejudice to the Fraud Section's right to proceed as provided in Paragraphs 16 through 20 below. Any extension of the Agreement extends all terms of this Agreement, including the terms of the reporting requirement in Attachment D, for an equivalent period. Conversely, in the event the Fraud Section finds, in its sole discretion, that there exists a change in circumstances sufficient to eliminate the need for the reporting requirement in Attachment D, and that the other provisions of this Agreement have been satisfied, the Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 3 of 50 PageID #: 28


 
Agreement may be terminated early, if the Court rejects the Agreement, all the provisions of the Agreement shall be deemed null and void, and the Term shall be deemed to have not begun. Relevant Considerations 4. The Fraud Section enters into this Agreement based on the individual facts and circumstances presented by this case and the Company, including: a. the Company did not receive voluntary disclosure credit because it did not voluntarily and timely disclose to the Fraud Section the conduct described in the Statement of Facts attached hereto as Attachment A ("Statement of Facts"); b. despite the Company's intention and commitment to cooperate from the outset of the investigation, the Company's initial cooperation with the government's investigation was deficient in certain respects. After being notified of the government's concerns - including that certain documents were not timely produced when requested and that the Company's internal investigation into the transactions described in the Statement of Facts was not satisfactory, the Company changed course. The Company replaced its lead outside counsel, conducted additional investigation into the transactions described in the Statement of Facts, made additional regular presentations to the Fraud Section, produced additional documents to the Fraud Section from foreign countries in ways that did not implicate foreign data privacy laws, and collected, analyzed and organized voluminous new evidence and information for the Fraud Section. For these reasons, the Company received substantial credit for its cooperation; c. the Company, after being alerted to the problems described above, provided to the Fraud Section all relevant facts known to it, including information about the individuals involved in the conduct described in the attached Statement of Facts and conduct disclosed to the Fraud Section prior to the Agreement; Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 4 of 50 PageID #: 29


 
d. the Company engaged in extensive remedial measures, including dedicating significant resources to improving its systems and controls. For example, the Company implemented algorithmic trading to manage risk around benchmark orders, updated its policies for sales, pricing, order handling, managing confidential client information and conflicts of interest, pre-hedging, and market abuse (including front-running), and engaged outside firms to audit its internal controls and to enhance its trade, voice, and audio surveillance. The Company also terminated the employment of employees involved in wrongdoing. e. the Company has enhanced and has committed to continuing to enhance its compliance program and internal controls, including ensuring that its compliance program satisfies the minimum elements set forth in Attachment C to this Agreement (Corporate Compliance Program); f. accordingly, after considering (a) through (e) above, the Company received an aggregate discount of fifteen percent off of the bottom of the otherwise-applicable U.S. Sentencing Guidelines fine range; g. based on the Company's remediation and the Company's agreement to report to the Fraud Section as set forth in Attachment D to this Agreement, the Fraud Section determined that an independent compliance monitor was unnecessary; h. the nature and seriousness of the offense conduct, including the $46.4 million that HSBC gained from the offense conduct from two different victim companies. The Company's Global Markets business also failed to prevent the misuse of confidential client information in these and other instances, which was due in part to a lack of adequate governance, risk management, compliance, and audit policies and procedures to ensure that its conduct complied with U.S. federal law. Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 5 of 50 PageID #: 30


 
i. at the time of its offense conduct the Company had no prior criminal history; and j. the Company, including through any of its subsidiaries and majority- owned and controlled affiliates, has agreed to continue to cooperate with the Fraud Section in any ongoing investigation of the conduct of the Company, its subsidiaries and majority-owned and controlled affiliates, or its officers, employees, or agents as described below in paragraphs 5 and 6. Future Cooperation and Disclosure Requirements 5. The Company shall cooperate fully with the Fraud Section in any and all matters relating to the conduct described in this Agreement and the attached Statement of Facts and Attachment A-1, and any other conduct under investigation by the Fraud Section at any time during the Term, subject to applicable law and regulations, until the later of the date upon which all investigation and prosecutions arising out of such conduct are concluded, or the end of the term specified in paragraph 3, and shall cause its subsidiaries and majority-owned and controlled affiliates to do the same. At the request of the Fraud Section, the Company shall also cooperate fully with other domestic or foreign law enforcement and regulatory authorities and agencies, in any investigation of the Company, its subsidiaries and majority-owned and controlled affiliates, or any of their present or former officers, directors, employees, agents, and consultants, or any other party, in any and all matters relating to the conduct described in this Agreement and the attached Statement of Facts and Attachment A-1, and any other conduct under investigation by the Fraud Section at any time during the Term. The Company agrees that its cooperation pursuant to this paragraph, on behalf of itself and its subsidiaries and majority-owned and controlled affiliates, shall include, but not be limited to, the following: Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 6 of 50 PageID #: 31


 
a. The Company shall, subject to applicable law and regulations, truthfully disclose all factual information not protected by a valid claim of attorney-client privilege or attorney work product doctrine with respect to the activities of the Company, its subsidiaries, its majority-owned and controlled affiliates, or the activities of present and former directors, officers, employees, agents, and consultants of the Company or any of its subsidiaries or majority-owned and controlled affiliates, including any evidence or allegations and internal or external investigations, about which the Company has any knowledge or about which the Fraud Section may inquire relating to the conduct described in this Agreement, the attached Statement of Facts and Attachment A-1, and any other conduct under investigation by the Fraud Section at any time during the Term. This obligation of truthful disclosure includes, but is not limited to, the obligation of the Company to provide to the Fraud Section, upon request, any document, record or other tangible evidence about which the Fraud Section may inquire of the Company. b. Upon request of the Fraud Section, the Company shall designate knowledgeable employees, agents or attorneys to provide to the Fraud Section the information and materials described in Paragraph 5(a) above on behalf of the Company. It is further understood that the Company must at all times provide complete, truthful, and accurate information. c. The Company shall use its best efforts to make available for interviews or testimony, as requested by the Fraud Section, present or former officers, directors, employees, agents and consultants of the Company or any of its subsidiaries or majority-owned and controlled affiliates within one month of the Fraud Section's request. This obligation includes, but is not limited to, sworn testimony before a federal grand jury or in federal trials, as well as interviews with domestic or foreign law enforcement and regulatory authorities. Cooperation Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 7 of 50 PageID #: 32


 
under this Paragraph shall include identification of witnesses who, to the knowledge of the Company, may have material information regarding the matters under investigation. d. With respect to any information, testimony, documents, records or other tangible evidence provided to the Fraud Section pursuant to this Agreement, the Company consents to any and all disclosures, subject to applicable law and regulations, to other governmental authorities, including United States authorities and those of a foreign government of such materials as the Fraud Section, in its sole discretion, shall deem appropriate. 6. In addition to the obligations in Paragraph 5, during the Term, should the Company, or any of its subsidiaries or majority-owned and controlled affiliates, learn of any evidence or allegation of conduct in the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates that may constitute a violation of U.S. federal criminal law, the Company shall promptly report such evidence or allegation to the Fraud Section. Payment of Monetary Penalty 7. The Fraud Section and the Company agree that application of the United States Sentencing Guidelines ("USSG" or "Sentencing Guidelines") to determine the applicable fine range yields the following analysis: 1. The 2016 USSG are applicable to this matter. 2 Offense Level. Based upon USSG § 2B1.1, the total offense level is 33, calculated as follows: (a)(1) Base Offense Level 7 (b)(1) Amount of Loss: ($25M<Loss<$65M) +22 (b)(10) Substantial Part of Scheme Committed from Outside the United States / Sophisticated Means +2 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 8 of 50 PageID #: 33


 
(b)(l 6) Derived more than $1M in Gross Receipts from +2 one or more financial institutions TOTAL 33 Base Fine. Under USSG § 8C2.4, the Company's pecuniary gain is greater than the applicable amount set forth in the offense level fine table. Thus, using the Company's pecuniary gain under USSG §8C2.4(a)(2), the base fine is $46,400,000. Culoabilitv Score. Based upon USSG § 8C2.5, the culpability score is 8, calculated as follows: EXAMPLE: (a) Base Culpability Score 5 (b)(1) the unit of the organization had 5,000 or more employees and an individual within high-level personnel of the organization participated in, condoned, or was willfully ignorant of the offense +5 (g)(2) The organization fully cooperated in the investigation and clearly demonstrated recognition and affirmative acceptance of responsibility for its criminal conduct. -2 TOTAL 'S Calculation of Fine Ranee: Base Fine $ 46,400,000 Multipliers 1.6 (min) / 3.2 (max) Fine Range $ 74,240,000 / $ 148,480,000 The Company agrees to pay a monetary penalty in the amount of $63,104,000 to the United States Treasury no later than five business days after the Agreement is fully executed. The Company and the Fraud Section agree that this penalty is appropriate given the facts and circumstances of this case, including the Company's cooperation, its disclosure of the relevant Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 9 of 50 PageID #: 34


 
facts, including information relating to the individuals involved in the offense conduct, and the Company's extensive remediation in this matter. The $63,104,000 penalty is final and shall not be refunded. Furthermore, nothing in this Agreement shall be deemed an agreement by the Fraud Section that $63,104,000 is the maximum penalty that may be imposed in any future prosecution, and the Fraud Section is not precluded from arguing in any future prosecution that the Court should impose a higher fine, although the Fraud Section agrees that under those circumstances, it will recommend to the Court that any amount paid under this Agreement should be offset against any fine the Court imposes as part of a future judgment. The Company acknowledges that no tax deduction may be sought in connection with the payment of any part of this $63,104,000 penalty. The Company shall not seek or accept directly or indirectly reimbursement or indemnification from any source with regard to the penalty or restitution amounts that the Company pays pursuant to this Agreement or any other agreement entered into with an enforcement authority or regulator concerning the facts set forth in the attached Statement of Facts. Restitution and Disgorgement 8. In addition to the Monetary Penalty described above in Paragraph 7, the Company agrees to pay restitution pursuant to USSG § 8B1.1 for the conduct set forth in the attached Statement of Facts. With respect to the conduct relating to Cairn Energy, the Company reached a monetary settlement with Cairn on July 11, 2017. Pursuant to that settlement, the Company paid Cairn $8,075,000, which the Fraud Section credits as full restitution for Cairn. With respect to the conduct relating to Victim Company 2, the Company agrees to pay $38,400,000 to the Fraud Section as disgorgement, which shall be offset by the amount that the Company shall pay to Victim Company 2 as restitution for the offense conduct described in the attached Statement of Facts relating to that company. The Company shall pay the foregoing amount calculated 9 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 10 of 50 PageID #: 35


 
pursuant to the prior sentence, plus any associated transfer fees no later than thirty days after the Agreement is fully executed, pursuant to payment instructions provided by the Fraud Section. The Company agrees to sign any additional documents necessary to complete the transfer of the funds. Based on these payments, the Fraud Section agrees to not seek further disgorgement from the Company relating to the Cairn Energy and Victim Company 2 transactions under USSG §8C2.9. 9. The payment amount of $38,400,000 is final and shall not be refunded should the Fraud Section later determine that the Company has breached this Agreement and commences a prosecution against the Company. In the event of a breach of this Agreement and subsequent prosecution, the Fraud Section may pursue additional disgorgement or restitution in excess of that amount. The Fraud Section agrees that in the event of a subsequent breach and prosecution, it will recommend to the Court that the amounts paid pursuant to this Agreement be offset against whatever disgorgement or restitution that the Court shall impose as part of its judgment. The Company understands that such a recommendation will not be binding on the Court. Conditional Release from Liability 10. Subject to Paragraphs 16 through 20, the Fraud Section agrees, except as provided in this Agreement, that it will not bring any criminal case against the Company or any of its subsidiaries and majority-owned and controlled affiliates, relating to: (a) any of the conduct described in the attached Statement of Facts or the criminal Information filed pursuant to this Agreement; (b) any of the FX transactions listed on Attachment A-1 (filed under seal); (c) any other conduct related to FX transactions disclosed by the Company, its subsidiaries and majority- owned and controlled affiliates to the Fraud Section prior to the date this Agreement is executed by the Fraud Section; and (d) any other FX transactions executed in connection with a related corporate transaction or pursuant to a representation of confidentiality in which the conduct 10 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 11 of 50 PageID #: 36


 
occurred prior to the date this Agreement is executed by the Fraud Section, except that nothing herein shall preclude the Fraud Section from seeking disgorgement or restitution of any resulting profits of the Company and any of its subsidiaries and majority-owned and controlled affiliates relating to any such FX transaction. The conditional release from liability described herein does not however, extend to: (a) a prosecution for perjury or obstruction of justice; (b) a prosecution for making a false statement; (c) a prosecution or other proceeding relating to any crime of violence; or (d) a prosecution or other proceeding relating to a violation of any provision of Title 26 of the United States Code. a. This Agreement does not provide any protection against prosecution for any future conduct by the Company or any of its subsidiaries and majority-owned and controlled affiliates. b. In addition, this Agreement does not provide any protection against prosecution of any individuals, regardless of their affiliation with the Company. Corporate Compliance Program 11. The Company represents that it has implemented and will continue to implement a compliance and ethics program designed to prevent and detect violations of U.S. federal law concerning fraud and market manipulation throughout the Global Markets business of the Company, its subsidiaries, and majority-owned and controlled affiliates, including, but not limited to, the minimum elements set forth in Attachment C. 12. In order to address any deficiencies in its internal controls, policies, and procedures, the Company represents that it has undertaken, and will continue to undertake in the future, in a manner consistent with all of its obligations under this Agreement: an audit of the Company's, including, as appropriate to cover its Global Markets business, its subsidiaries and majority-owned and controlled affiliates', internal controls and enhancements to its trade, voice, 11 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 12 of 50 PageID #: 37


 
and audio surveillance; a review and update of its policies for sales, pricing, order handling, managing confidential client information and conflicts of interest, pre-hedging, and market abuse (including front-running); the implementation of algorithmic trading for benchmark orders; post- trade reviews intended to identify potential misconduct; and will maintain documentation sufficient to prove that each employee responsible for handling confidential information was informed, at the time the employee is handling the information, the exact representations that have been made to the client about how its confidential information will be treated by the Company and the exact obligations agreed to be undertaken by the Company relating to the client's confidential information. Where necessary and appropriate, the Company agrees to modify its compliance program, including through its subsidiaries and majority-owned and controlled affiliates, including internal controls, compliance policies, and procedures in order to ensure that it maintains: (a) an effective system of internal controls designed to ensure the making and keeping of fair and accurate books, records, and accounts; and (b) a rigorous compliance program that incorporates policies and procedures designed to effectively detect and deter violations of U.S. federal law concerning fraud and market manipulation in the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates. The compliance program, including the internal controls system will include, but not be limited to, the minimum elements set forth in Attachment C. Corporate Compliance Reporting 13. The Company agrees that it will report to the Fraud Section annually during the Term regarding remediation and implementation of the compliance measures described in Attachment C. These reports will be prepared in accordance with Attachment D. 12 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 13 of 50 PageID #: 38


 
Deferred Prosecution 14. In consideration of the undertakings agreed to by the Company herein, the Fraud Section agrees that any prosecution of the Company and its subsidiaries and majority-owned and controlled affiliates for the conduct set forth in the attached Statement of Facts be and hereby is deferred for the Term. 15. The Fraud Section further agrees that if the Company fully complies with all of its obligations under this Agreement, the Fraud Section will not continue the criminal prosecution against the Company and its subsidiaries and majority-owned and controlled affiliates described in Paragraph 1 and, at the conclusion of the Term, this Agreement shall expire. Within six months after the Agreement's expiration, the Fraud Section shall seek dismissal with prejudice of the criminal Information filed against the Company described in Paragraph 1, and agrees not to file charges in the future against the Company and its subsidiaries and majority-owned and controlled affiliates based on the conduct described in this Agreement and the attached Statement of Facts. Breach of the Agreement 16. If, during the Term, (a) the Company commits any felony under U.S. federal law for which it is liable under U.S. law; (b) the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates commits any felony under U.S. federal law involving an FX transaction executed in connection with a related corporate transaction or pursuant to a representation of confidentiality; (c) the Global Markets business of the Company, of its subsidiaries, or of its majority-owned and controlled affiliates in the New York, London, or Hong Kong metropolitan areas commits any felony under U.S. federal law; (d) the Company provides in connection with this Agreement deliberately false, incomplete, or misleading information, including in connection with its disclosure of information about individual 13 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 14 of 50 PageID #: 39


 
culpability; (e) the Company fails to cooperate as set forth in Paragraphs 5 and 6 of this Agreement; (f) the Company fails to implement a compliance program as set forth in Paragraphs 11 and 12 of this Agreement and Attachment C; or (g) the Company otherwise fails to completely perform or fulfill each of the Company's obligations under the Agreement, regardless of whether the Fraud Section becomes aware of such a breach after the Term is complete, the Company and its subsidiaries and majority-owned and controlled affiliates shall thereafter be subject to prosecution for any federal criminal violation of which the Fraud Section has knowledge, including, but not limited to, the charges in the Information described in Paragraph 1, which may be pursued by the Fraud Section in the U.S. District Court for the Eastern District of New York or any other appropriate venue. Determination of whether the Company has breached the Agreement and whether to pursue prosecution of the Company shall be in the Fraud Section's sole discretion. Any such prosecution may be premised on information provided by the Company, its subsidiaries and majority-owned and controlled affiliates, or its personnel. Any such prosecution relating to the conduct described in the attached Statement of Facts, Attachment A-1, or relating to conduct known to the Fraud Section prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against the Company or HBEU, notwithstanding the expiration of the statute of limitations, between the signing of this Agreement and the expiration of the Term plus one year. Thus, by signing this Agreement, the Company agrees that the statute of limitations with respect to any such prosecution of HSBC Holdings pic or HBEU that is not time-barred on the date of the signing of this Agreement shall be tolled for the Term plus one year. In addition, the Company agrees that the statute of limitations as to any violation of U.S. federal criminal law in the Global Markets business of the Company, its subsidiaries, or 14 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 15 of 50 PageID #: 40


 
majority-owned and controlled affiliates involving the Company, HBEU, HSBC Bank USA, N.A. ("HBUS") in any geographic area, or The Hongkong and Shanghai Banking Corporation Limited ("HBAP") in the Hong Kong metropolitan area, that occurs during the Term will be tolled from the date upon which the violation occurs until the earlier of (a) the date upon which the Fraud Section is made aware of the violation or (b) the duration of the Term plus five years, and that this period shall be excluded from any calculation of time for purposes of the application of the statute of limitations. 17. In the event the Fraud Section determines that the Company has breached this Agreement, the Fraud Section agrees to provide the Company with written notice of such breach prior to instituting any prosecution resulting from such breach. Within thirty days of receipt of such notice, the Company shall have the opportunity to respond to the Fraud Section in writing to explain the nature and circumstances of such breach, as well as the actions the Company has taken to address and remediate the situation, which explanation the Fraud Section shall consider in determining whether to pursue prosecution of the Company or its subsidiaries and majority- owned and controlled affiliates. 18. In the event that the Fraud Section determines that the Company has breached this Agreement: (a) all statements made by or on behalf of the Company to the Fraud Section or to the Court, including the attached Statement of Facts, and any testimony given by the Company before a grand jury, a court, or any tribunal, or at any legislative hearings, whether prior or subsequent to this Agreement, and any leads derived from such statements or testimony, shall be admissible in evidence in any and all criminal proceedings brought by the Fraud Section against the Company and HBEU; and (b) the Company and HBEU shall not assert any claim under the United States Constitution, Rule 11(f) of the Federal Rules of Criminal Procedure, Rule 410 of 15 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 16 of 50 PageID #: 41


 
the Federal Rules of Evidence, or any other federal rule that any such statements or testimony made by or on behalf of the Company or HBEU prior or subsequent to this Agreement, or any leads derived therefrom, should be suppressed or are otherwise inadmissible. The decision whether conduct or statements of any current director, officer or employee, or any person acting on behalf of, or at the direction of, the Company or HBEU, will be imputed to the Company or HBEU for the purpose of determining whether the Company or HBEU has violated any provision of this Agreement shall be in the sole discretion of the Fraud Section. 19. The Company acknowledges that the Fraud Section has made no representations, assurances, or promises concerning what sentence may be imposed by the Court if the Company breaches this Agreement and this matter proceeds to judgment. The Company further acknowledges that any such sentence is solely within the discretion of the Court and that nothing in this Agreement binds or restricts the Court in the exercise of such discretion. 20. Thirty days prior to the end of the period of deferred prosecution specified in this Agreement, the Company, by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, will certify to the Fraud Section that the Company has met its disclosure obligations pursuant to Paragraph 6 of this Agreement. Each certification will be deemed a material statement and representation by the Company to the executive branch of the United States for purposes of 18 U.S.C. § 1001, and it will be deemed to have been made in the judicial district in which this Agreement is filed. Sale. Merger, or Other Change in Corporate Form of Company 21. Except as may otherwise be agreed by the parties in connection with a particular transaction, the Company agrees that in the event that, during the Term, it undertakes any change in corporate form, including if it sells, merges, transfers business operations, or otherwise makes changes that are material to the Global Markets business of the Company, or its aggregated 16 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 17 of 50 PageID #: 42


 
subsidiaries and majority-owned and controlled affiliates, as they exist as of the date of this Agreement, whether such sale is structured as a sale, asset sale, merger, transfer, or other change in corporate form, it shall include in any contract for sale, merger, transfer, or other change in corporate form a provision binding the purchaser, or any successor in interest thereto, to the obligations described in this Agreement. The purchaser or successor in interest must also agree in writing that the Fraud Section's ability to breach under this Agreement is applicable in full force to that entity. The Company agrees that the failure to include these provisions in the transaction will make any such transaction null and void. The Company shall provide notice to the Fraud Section at least thirty days prior to undertaking any such sale, merger, transfer, or other change in corporate form. If the Fraud Section notifies the Company prior to such transaction (or series of transactions) that it has determined that the transaction(s) has the effect of circumventing or frustrating the enforcement purposes of this Agreement, as determined in the sole discretion of the Fraud Section, the Company agrees that such transaction(s) will not be consummated. In addition, if at any time during the Term the Fraud Section determines in its sole discretion that the Company has engaged in a transaction(s) that has the effect of circumventing or frustrating the enforcement purposes of this Agreement, it may deem it a breach of this Agreement pursuant to Paragraphs 16-20 of this Agreement. Nothing herein shall restrict the Company from indemnifying (or otherwise holding harmless) the purchaser or successor in interest for penalties or other costs arising from any conduct that may have occurred prior to the date of the transaction, so long as such indemnification does not have the effect of circumventing or frustrating the enforcement purposes of this Agreement, as determined by the Fraud Section. 17 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 18 of 50 PageID #: 43


 
Public Statements by Company 22. The Company expressly agrees that it and its subsidiaries and majority-owned and controlled affiliates shall not, through present or future attorneys, officers, directors, employees, agents or any other person authorized to speak for the Company or its subsidiaries or majority- owned and controlled affiliates make any public statement, in litigation or otherwise, contradicting the acceptance of responsibility by the Company set forth above or the facts described in the attached Statement of Facts. Any such contradictory statement shall, subject to cure rights of the Company described below, constitute a breach of this Agreement, and the Company thereafter shall be subject to prosecution as set forth in Paragraphs 16 through 20 of this Agreement. The decision whether any public statement by any such person contradicting a fact contained in the attached Statement of Facts will be imputed to the Company for the purpose of determining whether it has breached this Agreement shall be at the sole discretion of the Fraud Section. If the Fraud Section determines that a public statement by any such person contradicts in whole or in part a statement contained in the attached Statement of Facts, the Fraud Section shall so notify the Company, and the Company may avoid a breach of this Agreement by publicly repudiating such statement(s) within five business days after notification. The Company shall be permitted to raise defenses and to assert affirmative claims in other proceedings relating to the matters set forth in the attached Statement of Facts provided that such defenses and claims do not contradict, in whole or in part, a statement contained in the attached Statement of Facts. This Paragraph does not apply to any statement made by any present or former officer, director, employee, or agent of the Company or its subsidiaries or majority- owned and controlled affiliates in the course of any criminal, regulatory, or civil case initiated against such individual, unless such individual is speaking on behalf of the Company. 18 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 19 of 50 PageID #: 44


 
23. The Company agrees that if it, or any of its subsidiaries or majority-owned and controlled affiliates, issues a press release or holds any press conference in connection with this Agreement, the Company shall first consult with the Fraud Section to determine (a) whether the text of the release or proposed statements at the press conference are true and accurate with respect to matters between the Fraud Section and the Company; and (b) whether the Fraud Section has any objection to the release. 24. The Fraud Section agrees, if requested to do so, to bring to the attention of law enforcement and regulatory authorities the facts and circumstances relating to the nature of the conduct underlying this Agreement, including the nature and quality of the Company's cooperation and remediation. By agreeing to provide this information to such authorities, the Fraud Section is not agreeing to advocate on behalf of the Company, but rather is agreeing to provide facts to be evaluated independently by such authorities. Limitations on Binding Effect of Agreement 25. This Agreement is binding on the Company and the Fraud Section but specifically does not bind any other component of the Department of Justice, other federal agencies, or any state, local or foreign law enforcement or regulatory agencies, or any other authorities, although the Fraud Section will bring the cooperation of the Company and its compliance with its other obligations under this Agreement to the attention of such agencies and authorities if requested to do so by the Company. Notice 26. Any notice to the Fraud Section under this Agreement shall be given by personal delivery, overnight delivery by a recognized delivery service, or registered or certified mail, addressed to Chief, Securities and Financial Fraud Unit, Fraud Section, Criminal Division, U.S. Department of Justice, 1400 New York Ave. NW, Washington, D.C., 20005. Any notice to the 19 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 20 of 50 PageID #: 45


 
Company under this Agreement shall be given by personal delivery, overnight delivery by a recognized delivery service, or registered or certified mail, addressed to Stuart A. Levey, Chief Legal Officer. HSBC Holdings pic, 8 Canada Square, London R14 SHQ-. with a copy to Kenneth L. Wainstein, Davis Polk & Wardwell LLP. 901 IS'"* Street, N.W., Washington, DC 20005. Notice shall be effective upon actual receipt by the Fraud Section or the Company. Comnletc Agreement 27. This Agreement, including its attachments, sets forth all the terms of the agreement bet>veen the Company and the Fraud Section. No amendments, modifications or additions to this Agreement shall be valid unless they arc in writing and signed by the Fraud Section, the attorneys for the Company and a duly authorized representative of the Company. AGREED: FOR HSBC HOLDINGS pic: Date: Smart A. Levey l^ie/l.egal (>rficer n ISBC Holdjiigs pic Date:Bv: Kenneth L. Wain.stein Neil II. MacBridc Michael Scheinkman Davis Polk & Wardwell LLP 20 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 21 of 50 PageID #: 46


 
Company under this Agreement shall be given by personal delivery, overnight delivery by a recognized delivery service, or registered or certified mail, addressed to Stuart A. Levey, Chief Legal Officer, HSBC Holdings pic, 8 Canada Square, London EI4 5HQ, with a copy to Kenneth L. Wainstein, Davis Polk & Wardwell LLP, 901 IS''' Street, N.W., Washington, DC 20005. Notice shall be effective upon actual receipt by the Fraud Section or the Company. Complete Agreement 27. This Agreement, including its attachments, sets forth all the terms of the agreement between the Company and the Fraud Section. No amendments, modifications or additions to this Agreement shall be valid unless they are in writing and signed by the Fraud Section, the attorneys for the Company and a duly authorized representative of the Company. AGREED: FOR HSBC HOLDINGS pic: Date: Date r By: By: Stuart A. Levey Chief Legal Officer HSBC Holdings pic Kenneth L. Wainstein Neil H. MacBride Michael Scheinkman Davis Polk & Wardwell LLP 20 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 22 of 50 PageID #: 47


 
FOR THE DEPARTMENT OF JUSTICE: SANDRA L. MOSER Acting Chief, Fraud Section Criminal Division United States Department of Justice Date: I 2® I ^ BY: Carol Sipperly, Assistant Chief Brian Young, Assistant Chief Blake Goebel, Trial Attorney Date: 1/ / / IIS APPROVED BY: Befijamm^ Singer, Chief Securities and Financial Fraud Unit 21 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 23 of 50 PageID #: 48


 
COMPANY OFFICER'S CERTIFICATE 1 have read this Agreement and carefully reviewed every part of it with outside counsel for I I SBC Moldings pic (the "Company"). I understand the terms of this Agreement and voluntarily agree, on behalf of the Company, to each of its terms. Before signing this Agreement, I consulted outside counsel for the Company. Counsel fully advised me of the rights of the Company, of possible defenses, of the Sentencing Guidelines' provisions, and of the consequences of entering into this Agreement. I have carefully reviewed the terms of this Agreement with the Board of Directors of the Company. I have advised and caused outside counsel for the Company to advise the Board of Directors fully of the rights of the Company, of possible defenses, of the Sentencing Guidelines" provisions, and of tlie consequences of entering into the Agreement. No promises or inducements have been made other than those contained in this Agreement. Furthermore, no one has threatened or forced me. or to my knowledge any person authorizing tliis Agreement on behalf of the Company, in any way to enter into this Agreement. I am also satisfied with outside counsers representation in this matter. I certify that I am the Chief Legal Officer for the Company and that I have been duly authorized by the Company to e.xecute this Agreement on behalf of the Company, Date; HSBC Holdings pie Bv: . Sti^t Levey Cliief LegafOfficer Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 24 of 50 PageID #: 49


 
CERTIFICATE OF COUNSEL I am counsel for HSBC Holdings pic (the "Company") in the matter covered by this Agreement. In connection with such representation, 1 have examined relevant Company documents and have discussed the terms of this Agreement with the Company Board of Directors. Based on our review of the foregoing materials and discussions, I am of the opinion that the representative of the Company has been duly authorized to enter into this Agreement on behalf of the Company and that this Agreement has been duly and validly authorized, executed, and delivered on behalf of the Company and is a valid and binding obligation of the Company. Further, I have carefully reviewed the terms of this Agreement with the Board of Directors and the Chief Legal Officer of the Company. 1 have fully advised them of the rights of the Company, of possible defenses, of the Sentencing Guidelines' provisions and of the consequences of entering into this Agreement. To my knowledge, the decision of the Company to enter into this Agreement, based on the authorization of the Board of Directors, is an informed and voluntary one. Date: By: Kenneth L. Wainstein Davis Polk & Wardwell LLP Counsel for HSBC Holdings pic Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 25 of 50 PageID #: 50


 
ATTACHMENT A STATEMENT OF FACTS 1. The following Statement of Facts is incorporated by reference as part of the Deferred Prosecution Agreement (the "Agreement") between the United States Department of Justice, Criminal Division, Fraud Section (the "Fraud Section") and HSBC Holdings pic (the "Company"). The Company and HSBC Bank pic ("HBEU") hereby agree and stipulate that the following information is true and accurate. The Company and HBEU admit, accept, and acknowledge that they are responsible for the acts of the officers, directors, employees, and agents of certain of the Company's subsidiaries and affiliates as set forth below. Should the Fraud Section pursue the prosecution that is deferred by this Agreement, the Company and HBEU agree that they will neither contest the admissibility of, nor contradict, this Statement of Facts in any such proceeding. The following facts establish beyond a reasonable doubt the charges set forth in the criminal Information attached to this Agreement: I. Background 2. HSBC was one of the largest banking and financial services institutions in the world, with operations in the Europe, Middle East, and Africa ("EMEA"), Asia-Pacific, and the Americas. HSBC, through certain of its subsidiaries and affiliates, operated a global foreign exchange ("FX") cash trading business, (collectively, "HSBC"). HSBC's three principal FX trading desks were located in New York, London and Hong Kong. 3. Prior to 2011, HSBC provided financial services to Cairn Energy pic ("Cairn"), an oil and gas exploration company. In December 2011, HSBC executed an FX transaction for Cairn in which it converted approximately 3.5 billion U.S. Dollars to British Pounds (the "Caim FX Transaction"). A-1 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 26 of 50 PageID #: 51


 
4. Prior to 2010, HSBC provided financial services to Victim Company 2, a financial services company. In March 2010, HSBC executed an FX transaction for Victim Company 2, as part of which it converted approximately £5.3 billion British Pounds to U.S. Dollars (the "Victim Company 2 FX Transaction"). II. Relevant Definitions 5. The "FX market" enabled participants to buy, sell, exchange and speculate on currencies. Participants in the FX market included financial institutions, central banks, hedge funds, investment management firms and corporations. 6. An "FX spot transaction" (sometimes referred to as an "FX transaction") involved the exchange of a given amount of one currency, such as the U.S. Dollar ("USD" or "Dollar"), for the equivalent amount of another currency, such as the British Pound ("GBP" or "Sterling"), at an agreed upon price. 7. A "currency pair" was the relation of two currencies to each other. The first currency of a currency pair was called the "base" currency, and the second currency was called the "quote" currency. For example, one currency pair was GBP/USD, or Sterling/Dollar (also referred to as "cable"). In this pair, GBP was the base currency and USD was the quote currency. An order to buy GBP/USD was an order to buy the base currency (GBP) using the quote currency (USD) to pay for the transaction. An order to sell GBP/USD was an order to sell the base currency (GBP) and to receive the quote currency (USD). For example, GBP/USD 1.5620 meant that one Pound Sterling could be exchanged for 1.5620 Dollars. 8. "Fixes" were benchmark exchange rates. WM/Reuters ("WMR"), a financial services company, published hourly "fix" rates for various currencies. The WMR fix at 4:00 PM London time (the "4 PM fix") was one of the most widely used fixes in the world. A-2 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 27 of 50 PageID #: 52


 
9. "P-books" was a phrase used by HSBC personnel to refer to internal HSBC accounts allocated to individual HSBC traders that allowed those traders to trade in any currency pair. Revenues generated in P-books accrued to the benefit of HSBC and were taken into account for purposes of evaluating each trader's performance, promotion potential and compensation. III. The Cairn Energy FX Transaction A. The Bidding Process 10. In approximately 2010, Cairn entered into an agreement with another company to sell part of its ownership interest in an Indian subsidiary for approximately $3.5 billion. Execution of the sale was dependent upon regulatory approval in India. If the sale was approved, Cairn planned to convert approximately $3.5 billion in sale proceeds into Sterling, which it then intended to distribute to its shareholders. In approximately 2011, Cairn, assisted by an advisory group (the "Advisor"), asked approximately ten banks, including HSBC, to bid on the right to execute the Cairn FX Transaction. 11. Prior to providing the banks with the details of the Cairn FX Transaction in a Request for Proposal ("RFP"), Cairn and the Advisor required the banks to enter into a confidentiality agreement that protected Cairn's confidential information relating to the Cairn FX Transaction. In the confidentiality agreement HSBC executed, HSBC agreed to "keep the Confidential Information strictly confidential and not to disclose, sell, trade, publish or otherwise dispose of such Confidential Information ... or discuss the same with, any third party, other than such duly authorised employees, officers and directors of [HSBC], as are strictly necessary to evaluate the Confidential Information." "Confidential Information" was defined to include "commercial, contractual, corporate and financial information" provided by Cairn and specifically included the RFP information. A-3 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 28 of 50 PageID #: 53


 
12. HSBC further agreed to "use the Confidential Information solely for the purposes for which it is provided, details of which are set out in the RFP." After the confidentiality agreement was fully executed, Cairn and the Advisor provided HSBC with the RFP, which contained Confidential Information about the Cairn FX Transaction. 13. The RFP provided in relevant part that: The RFP contains confidential information and has been delivered to relationship banks for information only and on the express understanding that (a) they shall keep the information included in the RFP confidential (except to the extent that such information is in the public domain), and (b) use it only for the purpose set out below. Save as specifically agreed in writing by Cairn, the RFP must not be copied, reproduced, disclosed, distributed or passed, in whole or in part, to any other person. The purpose of the RFP is to assist the relationship banks in their analysis of the proposed currency exchange transaction. The RFP should not be used for any other purpose without the prior written consent of Cairn. 14. Employees of HSBC who were given access to the Confidential Information were made "insiders" by HSBC to the Cairn FX Transaction. In or about October 2011, Mark Johnson, the head of global foreign exchange cash trading at HSBC, became an "insider" to the Cairn FX Transaction. In or about November 2011, Stuart Scott, HSBC's head of FX cash trading for EMEA also became an "insider" to the Cairn FX Transaction. As "insiders," Johnson and Scott knew they had an obligation not to misuse the Confidential Information, including by front-running. 15. After receiving the RFP, HSBC employees sought to win the bid for the Cairn FX Transaction. HSBC's pitch materials listed Mark Johnson as a member of the HSBC team for the transaction, along with the head of corporate structuring for EMEA at that time ("Salesperson 1"). 16. In the pitch materials, HSBC employees made representations to Cairn and the Advisor about confidentiality and HSBC's ability to execute the Cairn FX Transaction at A-4 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 29 of 50 PageID #: 54


 
the best possible price and with the lowest possible risk of financial loss for Cairn. For example, the written HSBC pitch presentation stated: a. "Time to execute is essentially a choice for the company, as HSBC is able to provide one quote for the full amount or even drip feed the market in utmost confidential nature so as to ensure there are no sudden FX moves against the company;" b. "HSBC would work with you to ensure best execution [of the Cairn FX Transaction] during the day"; and c. "[I]t is in the interest of the company to manage the process jointly with HSBC in case of undue market volatility. We would like to execute this in the best interest of the company " B. HSBC Selected to Handle the Cairn FX Transaction 17. On or about October 18,2011, Caim, through its Advisor, notified HSBC that it had been selected to handle the Caim FX Transaction "because they are the best and [had] acknowledged that they now have the pressure to deliver best execution." 18. Despite knowing that HSBC had represented to Caim that it would execute the transaction in a manner consistent with Caim's best interests and keep the Caim FX Transaction confidential and in breach of HSBC's duty of trust and confidence to Cairn, HSBC devised a scheme to benefit itself at Cairn's expense by (a) using its insider knowledge of the details of the Caim FX Transaction to front-run that transaction, and (b) ramping the price of Sterling/Dollar to the benefit of HSBC, and to the detriment of Caim. 19. In a telephone call with Caim and the Advisor on or about November 28, 2011, Mark Johnson and Stuart Scott were notified that the Caim FX Transaction might occur soon. A-5 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 30 of 50 PageID #: 55


 
20. On that same day, on or about November 28, 2011, in preparation for a call among Cairn, the Advisor and HSBC employees. Salesperson 1 gave advice about ramping the market in a manner that would not raise suspicions of Cairn or the Advisor. Salesperson 1 stated to Stuart Scott during a telephone call that, among other things. Cairn viewed the Advisor "as an agent in between who will be closely monitoring it when we are doing [the Cairn FX Transaction], So we don't want... to push the market too much high[er]... and at the same time we do want to make money on this." 21. On or about November 30,2011, Mark Johnson made a purchase of Sterling in exchange for Euros, which was booked in his P-book. Johnson held the Sterling he purchased until the day of the Cairn FX Transaction, when he sold the currency for a profit to HSBC. 22. On or about December 5, 2011, Mark Johnson and Stuart Scott received additional information regarding the timing of the Cairn FX Transaction. Specifically, a news article was circulated to them reporting that the underlying sale by Cairn of its Indian subsidiary had received regulatory approval. 23. On that same day, on or about December 5, 2011, Mark Johnson traveled to New York. While in New York, Johnson directed an FX trader in HSBC's New York office to purchase Sterling in exchange for Dollars, which Johnson later sold for a profit to HSBC on the day of the Caim FX Transaction. The next day, on or about December 6,2011, Stuart Scott purchased Sterling in exchange for Euros, which Scott later sold for a profit to HSBC on the day of the Caim FX Transaction. C. The Execution of the Caim FX Transaction 24. On or about December 7, 2011, Caim contacted HSBC about executing the Cairn FX Transaction on that day. Salesperson 1 arranged for a call at approximately 1:35 A-6 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 31 of 50 PageID #: 56


 
PM London time between Calm, the Advisor, Salesperson 1 and Mark Johnson and Stuart Scott to discuss whether the Cairn FX Transaction should be executed at the 3 PM fix or the 4 PM fix. HSBC knew that it was advantageous to it, and disadvantageous to Cairn, to execute the Cairn FX Transaction at the 3 PM fix because there was less liquidity at the 3 PM fix and currency prices at that earlier time were easier to manipulate than prices at the 4 PM fix. 25. During the December 7,2011 call, Stuart Scott falsely and fraudulently suggested to Caim that the 3 PM fix had more liquidity than the 4 PM fix. When confronted by the Advisor about that assertion, Scott falsely and fraudulently stated that the fixes were the same in terms of liquidity. Scott then stated there was more trading volatility at the 4 PM fix and Mark Johnson stated that he "personally would recommend" the 3 PM fix "so there's an element of surprise." Scott further stated that: "That's an excellent point actually, yeah. Because people do look for that, for the significant flows to happen at 4 o'clock and once they get a smell of that or a smell of significant flow going through, they will try to jump in front and start to muck around in the markets." Caim followed the HSBC recommendation to execute the Caim FX Transaction at the 3 PM fix. 26. Mark Johnson and Stuart Scott, anticipating that the execution of the Cairn FX Transaction by HSBC would drive up the price of Sterling/Dollar, quickly orchestrated front- running purchases of Sterling for HSBC. Specifically, within minutes of the December 7, 2011 telephone call with Cairn, Scott directed the purchasing of Sterling/Dollar in his P-book. Johnson and Scott also caused other FX traders at HSBC in both London and New York to purchase Sterling prior to the Caim FX Transaction in their P-books. 27. On or about December 7,2011, Cairn placed its order with HSBC to buy approximately 2.25 billion Sterling (equivalent to selling approximately $3.5 billion) in two A-7 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 32 of 50 PageID #: 57


 
tranches prior to the 3 PM fix—^at approximately 1:51 PM and 2:28 PM London time. Johnson and Scott were in communication with each other concerning the execution of the Caim FX Transaction. For example, during a consensually recorded telephone call at approximately 2:27 PM London time, Johnson commented to Scott, "Seems that they're starting to bite," in reference to Cairn's orders. In response, Scott stated, "full amount" (indicating that Caim had authorized the full order of 2.25 billion Sterling). Johnson then responded, "No, you're kidding?" Scott then re-confirmed that Caim had indeed authorized the full purchase, to which Johnson replied: "Ohhhh, f **ing Christmas." 28. During a consensually recorded telephone call at approximately 2:54 PM London time, Mark Johnson and Stuart Scott discussed the Caim FX Transaction again. During that call, Johnson and Scott discussed how high they could "ramp" the price of Sterling/Dollar before Caim would "squeal." Scott also provided a trader ("Trader 1") with guidance about how high to push the price of Sterling/Dollar prior to the 3 PM fix, when the Caim FX Transaction would be priced. HSBC "ramped" the price Sterling/Dollar by aggressively trading before and during the fix in a manner designed to increase the price of Sterling/Dollar. As a result, the price of Sterling/Dollar spiked around the 3 PM fix. Indeed, in the 30 seconds before and 30 seconds after 3:00 PM London time, the price of Sterling/Dollar reached a market high for the day, allowing Johnson, Scott, and other FX traders at HSBC to generate significant profits in their P- books from their prior Sterling purchases by selling that Sterling at the higher prices generated by HSBC. HSBC did not disclose Johnson or Scott's P-book trades or the P-book trades of other FX traders at HSBC in Sterling to Cairn. 29. On or about December 7, 2011, Cairn and the Advisor monitored the price of Sterling in the FX market in anticipation of the Cairn FX Transaction. When Caim and the A-8 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 33 of 50 PageID #: 58


 
Advisor observed upward movement in the price of Sterling between 2:00 PM and 3:00 PM London time, they questioned Salesperson 1 about these price movements. At approximately 2:45 PM London time, Salesperson 1 told Mark Johnson and Stuart Scott that Cairn and the Advisor were calling at "every uptick" in reference to the price of Sterling. Finally, just after 3:00 PM London time. Salesperson 1 told Johnson and Scott that he had told Cairn and the Advisor that a "[RJussian name" was buying at the same time as Cairn. Accordingly, Johnson and Scott knew that Cairn and the Advisor had been falsely and fraudulently assured that the upward price movement in Sterling/Dollar was attributable to a "[RJussian name." 30. Soon after 3:00 PM London time on or about December 7,2011, Mark Johnson and Stuart Scott, together with others from HSBC, discussed the Cairn FX Transaction with Caim and the Advisor. Johnson and Scott, among others, made and caused to be made misrepresentations to Caim and the Advisor to conceal HSBC's misconduct with respect to, among other things, the cause of the upward price movement in Sterling/Dollar prior to the 3 PM fix and the timing and manner in which HSBC handled the Caim FX Transaction. 31. For example, Stuart Scott represented to Caim and the Advisor that the Caim FX Transaction went "okay" despite an "initial jump" in the price, which he falsely and fraudulently attributed to trading by a Russian bank, in reference to the "[RJussian name" that Salesperson 1 had previously discussed with Cairn and the Advisor. Contrary to Scott's representation and as Scott well knew, HSBC was responsible for the increase in the price of Sterling/Dollar prior to the Caim FX Transaction, not a Russian bank. 32. Additionally, Stuart Scott falsely and fraudulently stated to Caim and the Advisor that HSBC began "taking action" in the FX market approximately five minutes prior to the 3 PM fix. Contrary to Scott's assertion, and as Scott well knew, HSBC had purposellilly A-9 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 34 of 50 PageID #: 59


 
been exerting upward pressure through its transactions in the Sterling/Dollar market well prior to 2:55 PM London time. 33. In the days immediately following this discussion. Cairn undertook to settle the Cairn FX Transaction with HSBC, during which process wires sent in furtherance of the scheme were transmitted from the Eastern District of New York to outside the State of New York. Specifically, Cairn settled the Caim FX Transaction by transferring U.S. dollars through a U.S. financial institution ("Financial Institution A"), to HSBC, Financial Institution A only accepted and released these funds to HSBC following customary checks and approvals by personnel in Financial Institution A's offices in Brooklyn, New York. Financial Institution A personnel performed these checks and obtained the requisite approvals from Brooklyn by electronically accessing Financial Institution A's mainframe, which was located outside the State of New York. Each check and approval occurred through an interstate wire communication between Brooklyn, where Financial Institution A personnel were located at the time, and Financial Institution A's mainframe, which was located outside the State of New York. 34. In total, HSBC gained approximately $5,000,000 from its execution of the Caim FX Transaction and approximately $3,000,000 from the P-book trades of the London and New York FX traders. IV. The Victim Company 2 FX Transaction 35. In early 2010, Victim Company 2 planned to acquire the Asian business unit of another financial services company. To satisfy the terms and conditions of the proposed deal, it needed to acquire a significant amount of U.S. Dollars. As Victim Company 2's balance sheet was denominated in British Pounds, it planned to sell British Pounds to purchase the U.S. Dollars. A-10 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 35 of 50 PageID #: 60


 
36. HSBC employees provided recommendations to Victim Company 2 about how to structure and execute its FX transaction, and pitched its FX trading capabilities to Victim Company 2. In connection with those discussions. Victim Company 2 and HSBC employees, on behalf of HSBC, entered into a confidentiality agreement that governed all information relating directly or indirectly to the proposed transaction. Under this agreement, HSBC agreed to keep all such information "secret and confidential," to not disclose such confidential information, and to not use any confidential information "for any purpose (including but not limited to, any competitive or commercial purpose)" other than in connection with the proposed transaction. Accordingly, HSBC and certain of its employees knew that HSBC had an obligation not to misuse Victim Company 2's confidential information. 37. On February 24, 2010, HSBC employees made their initial "pitch" presentation to Victim Company 2 concerning the FX transaction. The following day, an HSBC employee e-mailed Victim Company 2 proposing a call with HSBC's global head of foreign exchange (the "Global FX Head") to provide greater precision on the levels of liquidity and pricing to which HSBC could commit. In that e-mail, the HSBC employee represented that HSBC's Global FX Head "was already an insider on this trade and bound to confidentiality." 38. The next day, Friday, February 26,2010, the Global FX Head approached the head of HSBC's London FX spot desk (the "London Spot FX Head") for information relevant to the Victim Company 2 FX transaction. The Global FX Head asked him for pricing information and an assessment of liquidity for spot FX transactions in GBPAJSD of various large sizes, such as $1B, $3B, and $5B. During this conversation, the Global FX Head further told the London Spot FX Head that HSBC would be selling, rather than buying, cable in this transaction. A-11 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 36 of 50 PageID #: 61


 
This indicated to the London Spot FX Head that a client had provided information to HSBC in confidence about a large FX transaction that it may execute with HSBC in the near future. 39. The London Spot FX Head, having learned that HSBC would likely be selling a large amount of cable, and despite knowing that this information was confidential, perpetrated a scheme to defraud Victim Company 2 by misappropriating this confidential information for his own benefit and that of the bank in violation of the duty of trust and confidence that HSBC owed to Victim Company 2. Specifically, HSBC's London Spot FX Head, based on the confidential information of Victim Company 2 (that is, based on the fact that Victim Company 2 was to sell cable in the immediate future): (a) traded ahead of, or "frontran," Victim Company 2 by placing proprietary trades in advance of the client with the expectation that HSBC's trading for Victim Company 2 would depress the price of cable in a manner that benefitted any "short" positions taken by HSBC; and (b) executed the Victim Company 2 FX Transaction in a manner designed to cause the price of Sterling to fall, thereby causing Victim Company 2 to transact at less favorable prices and allowing HSBC's London Spot FX Head to cover his short positions and to make money. 40. During the afternoon of February 26, 2010, the London Spot FX Head sent an international wire communication from London, England to the Southern District of New York in the form of a Bloomberg chat message to an HSBC trader in New York requesting that he sell 25M GBPAJSD on his behalf and to put it on the "overnight sheet." The London Spot FX Head received this currency in his P-Book on Monday morning, March 1, 2010. 41. Then over the weekend of February 27 and 28, 2010, the media reported the news of Victim Company 2's potential acquisition. Over the course of the weekend. Victim Company 2 decided to move forward with its FX transaction, and it informed HSBC that it A-12 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 37 of 50 PageID #: 62


 
would be executing the FX transaction on Monday, March 1,2010. On Sunday, February 28, 2010, the Global FX Head contacted the London Spot FX Head to request that he be at the trading desk early on Monday morning. 42. On Monday morning, March 1,2010, the Global FX Head instructed the London Spot FX Head to take over HSBC's cable franchise trading book from HSBC's regular cable trader in order to execute the Victim Company 2 FX Transaction. Before executing the FX Transaction, however, the London Spot FX Head continued to front-run the transaction by establishing short cable positions in his P-Book. Between approximately 5:45 a.m. and 8:09 a.m., the London Spot FX Head established a short position of approximately £95M GBP/USD in his proprietary trading book. This included the approximately £25M that the London Spot FX Head received from HSBC New York, as well as approximately £20M that the London Spot FX Head sold to HSBC Hong Kong, and approximately £50M that the London Spot FX Head sold to third parties from his proprietary trading book. 43. At approximately 10 a.m. on March 1,2010, the Victim Company 2's Board of Directors approved the deal to acquire the Asian business unit, and shortly thereafter. Victim Company 2 agreed to execute its FX transaction with HSBC. HSBC executed the transaction using several types of financial instruments, including an option and forward. As part of the transaction, HSBC sold approximately £5.3 Billion GBPAJSD in the spot FX market in its GBP/USD franchise book. Victim Company 2 and HSBC agreed that HSBC would execute the Victim Company 2 FX transaction based on a "no-worse-than" price. HSBC would sell the cable in the foreign exchange market, and if it was able to achieve a price that was better (higher) for Victim Company 2, it would offer Victim Company 2 a price improvement. A-13 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 38 of 50 PageID #: 63


 
Specifically with respect to price, HSBC stated to Victim Company 2 that, "As agreed, these are 'no-worse-than' prices. Should we be in a position to improve, we will revert." 44. As HSBC began to execute the transaction shortly after 10 a.m., the price of cable began to decrease. It did not, however, decrease as far as the lower "no-worse-than" price that it had quoted to Victim Company 2. In order to justify that lower price, and to further increase the value of HSBC s front-running positions that he had previously established that benefitted from a lower price of cable, the London Spot FX Head traded in a manner consistent with an intent to drive down the price of cable even further. As a result of HSBC's trading, the GBPAJSD price reached a low for the day at approximately 11:40 A.M. The London Spot FX Head closed out his P-Book positions shortly thereafter, at approximately 11:52 A.M, benefitting from the low price and making a profit for HSBC of approximately $3.6 million. HSBC did not disclose the London Spot FX Head's P-Book trades to Victim Company 2. 45. HSBC also made a significant profit from its execution of the Victim Company 2 FX Transaction. By trading in a manner consistent with an intent to drive down the price of cable, HSBC profited by selling high and then "buying low" when it transacted with Victim Company 2 based on the low "no-worse-than" price. Before settling the transaction, HSBC gave Victim Company 2 a price improvement. Even with that price improvement, HSBC made a profit of approximately $34.8 million on its execution of the Victim Company 2 FX Transaction. A-14 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 39 of 50 PageID #: 64


 
ATTACHMENT A-1 A-15 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 40 of 50 PageID #: 65


 
ATTACHMENT B CERTIFICATE OF CORPORATE RESOLUTIONS WHEREAS, HSBC Holdings pic (the "Company") has been engaged in discussions with the United States Department of Justice, Criminal Division, Fraud Section (the "Fraud Section") regarding issues arising in relation to certain fraudulent conduct in executing large client transactions in the foreign exchange markets; and WHEREAS, in order to resolve such discussions, it is proposed that the Company enter into a certain agreement with the Fraud Section; and WHEREAS, the Company's Chief Legal Officer, Stuart Levey, together with outside counsel for the Company, have advised the Board of Directors of the Company of its rights, possible defenses, the Sentencing Guidelines' provisions, and the consequences of entering into such agreement with the Fraud Section; Therefore, the Board of Directors has RESOLVED that: 1. The Company (a) acknowledges the filing of the two-count Information charging the Company with violations of 18 U.S.C. § 1343; (b) waives indictment on such charges and enters into a deferred prosecution agreement with the Fraud Section; (c) agrees to accept a monetary penalty against Company totaling $63,104,000 and to pay such penalty to the United States Treasury with respect to the conduct described in the Information; and (d) agrees to pay the amount of $38,400,000 with respect to the Victim Company 2 transaction. 2. The Company accepts the terms and conditions of this Agreement, including, but not limited to, (a) a knowing waiver of its rights to a speedy trial pursuant to the Sixth Amendment to the United States Constitution, Title 18, United States Code, Section 3161, and Federal Rule of Criminal Procedure 48(b); and (b) a knowing waiver for purposes of this Agreement and any charges by the United States arising out of the conduct described in the B-1 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 41 of 50 PageID #: 66


 
attached Statement of Facts of any objection with respect to venue and consents to the filing of the Information, as provided under the terms of this Agreement, in the United States District Court for the Eastern District of New York; and (c) a knowing waiver of any defenses based on the statute of limitations for any prosecution relating to the conduct described in the attached Statement of Facts or relating to conduct known to the Fraud Section prior to the date on which this Agreement was signed that is not time-barred by the applicable statute of limitations on the date of the signing of this Agreement; 3. The Corporate Secretary of Company, is hereby authorized, empowered and directed, on behalf of the Company, to execute the Deferred Prosecution Agreement substantially in such form as reviewed by this Board of Directors at this meeting with such changes as the Corporate Secretary of Company, may approve; 4. The Corporate Secretary oi'Company, is hereby authorized, empowered and directed to take any and all actions as may be necessary or appropriate and to approve the forms, terms or provisions of any agreement or other documents as may be necessary or appropriate, to carry out and effectuate the purpose and intent of the foregoing resolutions; and 5. All of the actions of the Corporate Secretary of Company, which actions would have been authorized by the foregoing resolutions except that such actions were taken prior to the adoption of such resolutions, are hereby severally ratified, conllrmcd. approved, and adopted as actions on behalf of the Company. Date: / By: Corporate Secretary HSBC Holdings pic B-2 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 42 of 50 PageID #: 67


 
ATTACHMENT C CORPORATE COMPLIANCE PROGRAM In order to address any deficiencies in its internal controls, compliance code, policies, and procedures regarding compliance with U.S. federal law conceming fraud and market manipulation in the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates, HSBC Holdings pic (the "Company") agrees to continue to conduct, in a manner consistent with all of its obligations under this Agreement, appropriate reviews of its existing internal controls, policies, and procedures of the Company and its subsidiaries and majority-owned and controlled affiliates. Where necessary and appropriate, the Company, including through its subsidiaries and majority-owned and controlled affiliates, agrees to modify its compliance program, including intemal controls, compliance policies, and procedures in order to ensure that it maintains: (a) an effective system of intemal controls designed to ensure the making and keeping of fair and accurate books, records, and accounts; and (b) a rigorous compliance program that incorporates policies and procedures designed to effectively detect and deter violations of U.S. federal law conceming fraud and market manipulation in the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates, including its global foreign exchange and commodities business. At a minimum, this should include, but not be limited to, the following elements to the extent they are not already part of the Company's existing intemal controls, compliance code, policies, and procedures: High-level Commitment 1. The Company will ensure that the directors and senior management of the Company and its subsidiaries and majority-owned and controlled affiliates provide strong, explicit, and visible support and commitment to its corporate policy against violations of U.S. C-1 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 43 of 50 PageID #: 68


 
federal law concerning fraud and market manipulation in the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates and its compliance code. Policies and Procedures 2. The Company will develop and promulgate a clearly articulated and visible corporate policy against violations of U.S. federal law conceming fraud and market manipulation in the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates, which policy shall be memorialized in a written compliance code. 3. The Company will develop and promulgate compliance policies and procedures designed to reduce the prospect of violations of U.S. federal law conceming fraud and market manipulation and violations of the Company's compliance code, and the Company will take appropriate measures to encourage and support the observance of ethics and compliance policies and procedures against violation of U.S. federal law concerning fraud and market manipulation by personnel at all levels of the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates. These policies and procedures shall apply to all directors, officers, and employees within the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates. The Company shall notify all employees that compliance with the policies and procedures is the duty of individuals at all levels of the company. Such policies and procedures shall: a. address the treatment of confidential client information directly relating to contemplated, potential, or actual orders, or transactions ("Confidential Business Information"), including, with respect to the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates: (i) maintaining documentation sufficient to prove that each employee responsible for handling Confidential Business Information was informed, at or before the time the employee is handling the Information, of the exact obligations agreed to be undertaken by the Company and its subsidiaries and majority-owned and controlled affiliates relating to the client's Confidential Business Information; and (ii) the retention and maintenance of documents and information related to Confidential Business C-2 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 44 of 50 PageID #: 69


 
Information, including e-mails, audio files, and client agreements in a manner designed to be readily accessible in response to internal and external requests; b. address appropriate conduct in responding to potential conflicts of interest with clients that place orders for execution by HSBC, including through its subsidiaries and majority-owned and controlled affiliates, including procedures for the timing of the execution of client orders; c. reasonably ensure that sales personnel and traders do not communicate inaccurate or misleading information to clients regarding: (i) the amount of markup, commission, or other service charge applied to client orders; and (ii) how orders are executed; d. reasonably ensure that sales personnel and traders do not: (i) work customers' limit orders one or more levels, or "pips," away from the price confirmed with the customer; (ii) include sales markup, through the use of live hand signals, to prices given to customers that communicated with sales staff on open phone lines; (iii) accept limit orders from customers and then inform those customers that their orders could not be filled, in whole or in part, when in fact the Company or its subsidiaries and majority-owned and controlled affiliates were able to fill the order but decided not to do so because they expected it would be more profitable not to do so; (iv) disclose non-public information regarding the identity and trading activity of customers of the Company and its subsidiaries and majority-owned and controlled affiliates to other banks or other market participants, in order to generate revenue for the Company or any of its subsidiaries and majority-owned and controlled affiliates at the expense of its customers; and (v) engage in spoofing or other unlawful trading practices; e. enhance the compliance reporting process that is widely publicized within the global organization and integrated into the Company's, including its subsidiaries and majority-owned and controlled affiliates', other reporting systems, through which employees report known or suspected violations of the Company's, including its subsidiaries and majority-owned and controlled affiliates', policies and U.S. laws and regulations, and that includes a process designed to ensure that known or suspected violations are promptly escalated to appropriate personnel for appropriate resolution and reporting; and f. reasonably ensure that employees within the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates are aware of this Agreement, and the Company's obligations contained herein. Periodic Risk-Based Review 4. The Company will develop these compliance policies and procedures on the basis of a periodic risk assessment addressing the individual circumstances of the Company. The C-3 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 45 of 50 PageID #: 70


 
Company shall review its compliance policies and procedures no less than annually and update them as appropriate to ensure their continued effectiveness, taking into account relevant developments in the field and evolving industry standards. Proper Oversight and Independence 5. The Company will assign responsibility to one or more senior corporate executives with oversight of the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates for the implementation and oversight of the Company's compliance code, policies, and procedures. Such corporate official(s) shall have the authority to report directly to independent monitoring bodies, including intemal audit, the Company's Board of Directors, or any appropriate committee of the Board of Directors, and shall have an adequate level of autonomy from management as well as sufficient resources and authority to maintain such autonomy. Training and Guidance 6. The Company will implement mechanisms designed to ensure that its compliance code, policies, and procedures are effectively communicated to all directors, officers, and employees of the Company and its subsidiaries and majority-owned and controlled affiliates. These mechanisms shall include: (a) periodic training for all directors and officers, all employees in positions of leadership or trust, positions that require such training (e.g., traders, sales personnel, legal, and compliance), or positions that otherwise pose a risk to the Company; and (b) corresponding certifications by all such directors, officers, employees and agents certifying compliance with the training requirements. 7. The Company will maintain, or where necessary establish, an effective system for providing guidance and advice to directors, officers, employees, and, where necessary and C-4 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 46 of 50 PageID #: 71


 
appropriate, agents and business partners, on complying with the Company's compliance code, policies, and procedures, including when they need advice on an urgent basis. Internal Reporting and Investigation 8. The Company will maintain, or where necessary establish, an effective system for internal and, where possible, confidential reporting by, and protection of, directors, officers, and employees, concerning violations of U.S. federal law or the Company's compliance code, policies, and procedures. 9. The Company will maintain, or where necessary establish, an effective and reliable process with sufficient resources for responding to, investigating, and documenting allegations of violations of U.S. federal law or the Company's compliance code, policies, and procedures. Enforcement and Discipline 10. The Company will implement mechanisms designed to effectively enforce its compliance code, policies, and procedures, including appropriately incentivizing compliance and disciplining violations. 11. The Company will institute appropriate disciplinary procedures to address, among other things, violations of U.S. federal law concerning fraud and market manipulation in the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates and violations of the Company's compliance code, policies, and procedures by the directors, officers, and employees of the Company or its subsidiaries and majority-owned and controlled affiliates. Such procedures should be applied consistently and fairly, regardless of the position held by, or perceived importance of, the director, officer, or employee. The Company shall implement procedures to ensure that where misconduct is discovered, reasonable steps are taken to remedy the harm resulting from such misconduct, and to ensure that appropriate steps C-5 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 47 of 50 PageID #: 72


 
are taken to prevent further similar misconduct, including assessing the internal controls, compliance code, policies, and procedures and making modifications necessary to ensure the overall compliance program is effective. Monitoring and Testing 12. The Company will conduct periodic reviews and testing of its compliance code, policies, and procedures designed to evaluate and improve their effectiveness in preventing and detecting violations of U.S. federal law concerning fraud and market manipulation in the Global Markets business of the Company, its subsidiaries, or majority-owned and controlled affiliates and violations of the Company's code, policies, and procedures, taking into account relevant developments in the field and evolving industry standards. C-6 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 48 of 50 PageID #: 73


 
ATTACHMENT D REPORTING REQUIREMENTS HSBC Holdings pic (the "Company") agrees that it will report to the Fraud Section periodically, at no less than twelve-month intervals during a three-year term, regarding remediation and implementation of the compliance program and internal controls, policies, and procedures described in Attachment C. During this three-year period, the Company shall: (1) conduct an initial review and submit an initial report, and (2) conduct and prepare at least two (2) follow-up reviews and reports, as described below: a. By no later than one year from the date this Agreement is executed, the Company shall submit to the Fraud Section a written report setting forth a complete description of its remediation efforts to date, its proposals reasonably designed to improve the Company's internal controls, policies, and procedures for ensuring compliance with U.S. federal law concerning fraud and market manipulation, and the proposed scope of the subsequent reviews. The report shall be transmitted to Chief — SFF Unit, Fraud Section, Criminal Division, U.S. Department of Justice, 1400 New York Avenue, NW, Bond Building, Washington, DC 20530. The Company may extend the time period for issuance of the report with prior written approval of the Fraud Section. b. The Company shall undertake at least two follow-up reviews and reports, incorporating the Fraud Section's views on the Company's prior reviews and reports, to further monitor and assess whether the Company's policies and procedures are reasonably designed to detect and prevent violations of U.S. federal law. c. The first follow-up review and report shall be completed by no later than one year after the initial report is submitted to the Fraud Section. The second follow-up review D-1 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 49 of 50 PageID #: 74


 
and report shall be completed and delivered to the Fraud Section no later than thirty days before the end of the Term. d. The reports will likely include proprietary, financial, confidential, and competitive business information. Moreover, public disclosure of the reports could discourage cooperation, impede pending or potential government investigations and thus undermine the objectives of the reporting requirement. For these reasons, among others, the reports and the contents thereof are intended to remain and shall remain non-public, except as otherwise agreed to by the parties in writing, or except to the extent that the Fraud Section determines in its sole discretion that disclosure would be in furtherance of the Fraud Section's discharge of its duties and responsibilities or is otherwise required by law. e. The Company may extend the time period for submission of any of the follow-up reports with prior written approval of the Fraud Section. D-2 Case 1:18-cr-00030-LDH Document 3-2 Filed 01/18/18 Page 50 of 50 PageID #: 75


 
1 Dated 12 October 2017 HSBC GROUP MANAGEMENT SERVICES LIMITED and JOHN FLINT SERVICE AGREEMENT


 
2 Contents Clause Page 1 Appointment .................................................................................................. 3 2 Remuneration ................................................................................................ 3 3 Benefits and Pension ..................................................................................... 3 4 Scope and duties of the Employment ............................................................. 7 5 Hours and place of work ................................................................................. 8 6 Expenses ....................................................................................................... 8 7 Holidays ......................................................................................................... 9 8 Sickness benefits ........................................................................................... 9 9 Restrictions during the Employment ............................................................... 9 1O Confidential Information and Company documents ...................................... 10 11 Inventions and other Intellectual Property ..................................................... 11 12. Termination and Garden Leave ..................................................................... 12 13 Restrictive covenants .................................................................................... 15 14 Grievance, dismissal and disciplinary procedures .......................................... 19 15 Disclosure of information ................................................................................ 20 16 General ....................................................................................................20 17 Definitions .................................................................................................... 21


 
3 THIS AGREEMENT is dated 12 October 2017 and is made BETWEEN: (1) HSBC GROUP MANAGEMENT SERVICES LIMITED (registered number 9231974), whose registered office is at 8 Canada Square, London E14 5HQ (the Company); and (2) JOHN FLINT of * (the Executive). IT IS AGREED as follows: 1 Appointment 1.1 The Employment will begin on the Commencement Date. The Executive's continuous employment began on 18 October 1989 1.2 Subject to clauses 1.5 and 12, the Employment will continue until terminated by either party giving to the other twelve months' notice in writing. 1.3 The Executive shall be employed as Group Chief Executive at Global Career Band (GCB) 0. The Executive shall report to the Group Chairman or such other appropriate person as the Company shall designate from time to time. The Employment also requires the Executive to hold various directorships and offices within the Group from time to time including in relation to Hong Kong and Shanghai Banking Corporation Limited. 1.4 The Executive consents to the Company transferring of the Executive's employment and assigning the provisions of this Agreement to any Group Company at any time (on the terms and conditions of this Agreement). 1.5 The Employment is and remains at all times subject to the Executive successfully completing all Company required and on-going screenings for a "High Risk Role", given that any abuse of the role poses particular potential damage to the Group and external stakeholders. Additionally, the Executive is at all times required to hold the required approvals by the FCA and all other relevant regulatory bodies in order to be able to carry out his/her duties. In the event of any screening result being considered unsatisfactory in the reasonable opinion of the Company and/or where FCA or any other relevant regulatory approval is withdrawn, the Company has the right to terminate the Employment with immediate effect and with no further sums payable to the Executive beyond any sums accrued due as at the date of that termination. 2 Remuneration 2.1 The Company will pay the Executive a Base Salary of £1,200,000 per annum (Base Salary). The Base Salary will be paid less Statutory Deductions and accrue from day to day and be payable in equal monthly instalments in arrears on or around the 20th day of each calendar month. Unless notice to terminate the Employment has been given by either party, the Company will review the Executive's Base Salary in March of each calendar year, in good faith, the first such review to take place on or about March 2019. The Company has no obligation to increase the Executive's Base Salary following a review. 2.2 The Executive will not be entitled to receive any other fees for holding any offices in the Company or any Group Company by virtue of the Employment.


 
4 2.3 In its absolute discretion, the Company will pay the Executive a fixed allowance of £1,700,000 per annum (the Fixed Pay Allowance). This Fixed Pay Allowance replaces any fixed pay allowance which you were eligible for in connection with your previous role or otherwise. The Fixed Pay Allowance will be granted in shares that vest immediately on a quarterly basis or at any other frequency that the Group's Remuneration Committee deems appropriate. These shares (net of those sold to cover any income tax and social security) will be then be released annually on a pro rata basis over five years, starting from the March immediately following the end of the financial year for which the shares are granted. 2.4 The Company and/or the Group may decide, in its discretion, to award the Executive an amount of Variable Pay for any complete financial year of the Company and/or the Group during which the Employment has continued. The Executive acknowledges that he/she has no contractual right to receive any Variable Pay in any financial year even where it may have been paid to him/her in any previous year(s). 2.5 The Executive will not, unless otherwise approved in writing by the Group's Remuneration Committee in its absolute discretion, be considered for any Variable Pay award if, at the date when it might otherwise have been payable, he/she is under notice of termination (served by either party) or is suspended pursuant to clause 12.3 and/or is on garden leave in accordance with clause 12.4. The Company (on behalf of itself and/or any Group Company) also has the right to postpone the payment of any Variable Pay award if, at the date when it might otherwise have been payable, the Executive is subject to an ongoing investigation or disciplinary process. 2.6 Where a decision to pay to the Executive a Variable Pay award is made, the Executive agrees that this will always be, and remain, subject to (i) any obligations or conditions required by the regulator(s) of the Group or any other regulatory requirements, including the application of malus and/or clawback in accordance with the Group's Malus and Clawback Policies in force from time to time; (ii) any remuneration policy of the Company or any relevant Group Company from time to time; and (iii) any other applicable rules, codes of practice and/or guidance regarding remuneration from time to time. Any adjustment forfeiture or repayment arising from the application of malus and/or clawback may be deducted from any sums due to the Executive at any time. This is without prejudice to any right the Company or any Group Company may have to recover any sums from the Executive including any clawback. The Executive irrevocably agrees that such sums are recoverable by the Company and/or any Group Company from any sums otherwise due and/or payable to him/her. 2.7 The Executive may be eligible to participate in any employee share plan established by the Company and/or the Group from time to time. Eligibility to participate is subject always to the rules of the relevant plan in force from time to time and is at the discretion of the Company and/or any Group Company (as applicable). 2.8 Subject to the rules of the relevant plan as referenced in clause 2.7 and in the definition of Variable Pay, the Executive waives all rights to compensation or damages arising from any loss sustained to him/her by a failure to receive any rights or benefits under the relevant plan (or by their reduction in value) as a result of:


 
5 (a) notice of termination and/or the termination of his/her office and/or the Employment given by either party for any reason whatsoever; and/or (b) the Company's exercise or failure to exercise any discretion available to it, whether conferred by the rules of the plan or otherwise. 2.9 The Executive authorises the Company to deduct from any Salary or awards of Variable Pay or from any other remuneration or payments due to the Executive from the Company or any Group Company at any time, any sums due from the Executive to the Company including any overpayments, loans or advances made to him/her by the Company or any Group Company, the cost of repairing any damage or loss to the Group's property caused by the Executive (and of recovering such costs), sums in respect of clause 8.3 and/or any sums owing in connection any malus and/or clawback pursuant to the Group's Malus and Clawback Policies from time to time in force. 2.10 To avoid any doubt, the operation of and all arrangements relating to any Variable Pay, can be terminated, replaced and/or amended by the Company at any time with or without notice to the Executive and, further, the Executive's total remuneration in respect of the Employment is at all times subject to the Directors' Remuneration Policy as approved by the Group's shareholders from time to time. 3 Benefits and Pension 3.1 In connection with his/her role as an Executive Director of the Group, the Executive is eligible to receive the following benefits during the Employment: 3.1.1 Car The Executive has access to the chauffeur driven services operated by the Company under the terms of the Global Expenses Framework for Executive Directors, Group Managing Directors and Group General Managers that may apply from time to time. 3.1.2 Personal Accident Insurance Cover The Executive is eligible to participate on a non-contributory basis in the Group's personal accident insurance scheme, subject to the rules of the scheme in force from time to time. 3.1.3 Clubs The Company will make reasonable payments on the Executive's behalf in respect of the membership fees for annual memberships of up to two clubs nominated by the Executive each year, to be pre approved by the Group Chairman. 3.1.4 Health Check The Executive is eligible for an annual voluntary health check with a medical adviser appointed and paid for by the Company. 3.1.5 Medical Cover The Executive and his/her spouse/partner and eligible dependants are eligible to participate in any relevant medical scheme operated for


 
6 officers of the Group, from time to time subject always to the rules of the scheme for the time being in force. 3.1.6 Group Income Protection If the Executive is unable by reason of illness or injury, to perform the material or substantial parts of his/her duties, following a period of absence from work in excess of 26 consecutive weeks, the Executive will be eligible to be considered for a monthly payment equivalent to 50 per cent. of monthly Base Salary for some or all of his/her on-going absence. In the event of such payment, the Executive's total annual pension allowance as set out at clause 3.1.10 will continue to be payable, subject to a proportionate reduction and, therefore, an overall reduced cap of 15 per cent. of Base Salary. 3.1.7 Life Assurance Cover The Executive is eligible for cover under the Group Life Assurance Scheme up to a sum (currently) equivalent to four times the Executive's Base Salary, subject to the rules of the scheme in force from time and any necessary approvals by the Scheme's trustees. 3.1.8 Tax Return Preparation The Executive is eligible to receive tax return support provided by the Group's tax provider for global mobility activities, from time to time. The provision of the tax return support will cover only compensation delivered to the Executive in respect of the Employment and will not cover extended wealth management or other investment advice. 3.1.9 Directors' and Officers' Liability The Executive is eligible for cover under the relevant Company or Group Directors' and Officers' Liability policy (including Outside Directors' and Officers' Liability) subject always to the existence of that policy (determined by the Company in its discretion and the rules of the policy in force from time in force). 3.1.10 Pension Subject to clause 3.1.6, the Company will pay to the Executive an annual pension allowance (Pension Allowance) of 30 per cent of the Executive's Base Salary payable monthly in arrears, less Statutory Deductions. The Executive has already opted out of the relevant Company and/or Group sponsored UK pension plan under UK pension legislation. 3.1.11 Other Benefits The Executive may be eligible to take advantage of certain other employee benefits, including accommodation and car benefit in Hong Kong, as referred to from time to time in the Directors' Remuneration Report, in any given year, during the Employment. 3.2 The Company reserves the right to amend or withdraw any employee benefit without prior notice (although the Company will take reasonable endeavours to


 
7 advise the Executive of any such variation or withdrawal) in circumstances either where Director's remuneration is not approved or where it is otherwise reasonable to do so. The Company is not obliged to provide any alternative benefit or other compensation in the event of withdrawal and/or generally, where any scheme provider refuses to provide benefits to the Executive (or to his/her partner/spouse and/or eligible dependants). 4 Scope and duties of the Employment 4.1 In his/her role as Group Chief Executive, the Executive (with delegated authority from the Board) will be responsible for the day to day operations of the Group; leading and directing the implementation of the Group's business strategies; embedding the Group's culture, values and supporting behaviours; managing risks associated with the Group's business activities; and ensuring the fulfilment of the Group's corporate responsibilities across all communities in which the Group operates. As custodian of the Group's franchise, the Group Chief Executive will have a primary responsibility to protect the Group's reputation and develop the franchise. During the Employment, the Executive will comply with any role profile and/or statement of responsibilities applicable to his/her role, and will at all times: 4.1.1 diligently perform such duties and exercise such powers consistent with his/her position as Group Chief Executive may from time to time be assigned to or vested in him/her by the Board (including where he may be assigned duties of another position of comparable status); 4.1.2 comply with all reasonable and lawful directions given to him/her by the Board; 4.1.3 act in good faith, and in a way most likely to promote the success of the Group for the benefit of its members as a whole (which may also include performing duties from time to time on behalf of any Group Company); 4.1.4 perform his/her services in a professional and competent manner and in cooperation with others; 4.1.5 use his/her best endeavours to promote, protect, develop and extend the business of the Company and any Group Company; 4.1.6 keep the Board and any relevant Group Company promptly and fully informed (in writing if so requested) of his/her conduct and activities in relation to the business of the Company and any Group Company and provide such explanations as the Board may require from time to time (including for the avoidance of doubt, any misconduct of other employees or directors or his/her own (including any plans of any other senior employee to leave, join a competitor and/or establish a business in competition with the Company or any Group Company as required by clause 9.5); 4.1.7 not do or fail to do anything that might reasonably be expected to harm the reputation of the Company or any relevant Group Company; 4.1.8 do all such things as are necessary to ensure his/her compliance with the Companies Act 2006, the UK Listing Rules (including the Model Code for transactions in securities by directors and certain senior


 
8 executives of listed companies), the Market Abuse Regulation (596/2014/EU) and the Corporate Governance Code, and all equivalent legal obligations elsewhere in the world to which he/she is or may become subject (and specifically, so far as it lies within his/her power to do so, in all cases, also by the Company and any Group Company;) 4.1.9 comply with all Company and Group Company policies, including, without limitation, the Code for Dealing in HSBC Group Securities, the Compliance Guidelines and those set out in the Company's Employee Handbook and the HR Procedure Manuals from time to time together with any relevant statement of responsibilities as a Senior Manager and/or Group Chief Executive as required by the Company, any Group Company, the FCA or similar regulator; 4.1.10 not, in breach of any applicable legislation, directly or indirectly seek, receive or obtain, in respect of the performance of his/her duties or of any goods or services sold or purchased or other business transacted (whether or not by the Executive) by or on behalf of the Company or any Group Company, any personal benefits, discount rebate, commission, bribe, kickback or other inducement (whether in cash or in kind). 5 Hours and place of work 5.1 The Company's standard working week is 35 hours. The Executive will, however, devote the whole of his/her time, skill and attention during normal business hours, and at such other times as may be reasonably necessary (without additional remuneration,) to his/her duties. 5.2 The Executive acknowledges that, because of the autonomous nature of his/her role, the duration of his/her working time is not measured or monitored or determined by the Company, so that the limit on weekly working time set out in Regulation 4 of the Working Time Regulations 1998 (or such other regulations as may from time to time come into force) does not apply to the Employment. 5.3 The Executive's normal place of work is the Company's offices at 8 Canada Square, London E14 5HQ and such other places within the UK as the Company may reasonably require for the proper performance of his/her duties. The Executive will be required (subject always to the appropriate immigration approvals) to travel to such places within or outside the UK as may be required in order to properly perform his/her duties. 6 Expenses 6.1 The Company will reimburse the Executive the amount of all expenses evidenced by him/her as properly and reasonably incurred in the discharge of his/her duties, in accordance with the Global Expenses Framework for Executive Directors, Group Managing Directors and Group General Managers and any other relevant global policies for directors that may apply from time to time.


 
9 7 Holidays 7.1 The Executive is entitled to 30 days' holiday in each holiday year (1 January to 31 December) calculated on Base Salary and any relevant allowance notified to the Executive under clause 2.3, in addition to the usual (currently eight) annual public or bank holidays in England, to be taken at times convenient to the Company. Holiday entitlement for one holiday year may be carried over to the following holiday year with the prior agreement of the Group Chairman. 7.2 If the Employment begins or ends part way through a holiday year, the Executive's holiday entitlement will be calculated on a prorated basis for that holiday year. 7.3 If, on the termination of the Employment the Executive has: (i) exceeded his/her accrued holiday entitlement, the excess may be deducted from sums due to the Executive and the Executive hereby authorises the Company to make such deduction; or (ii) any unused accrued holiday entitlement, the Company may either require the Executive to take such unused holiday during any notice period (whether or not the Executive is on Garden Leave) or make an appropriate payment in lieu of such untaken accrued holiday. 8 Sickness benefits 8.1 If the Executive cannot attend work due to sickness or injury, he/she will comply with the notification and certification requirements of the Absence from Work Policy set out in the Company's Employee Handbook and will receive relevant payments in respect of his/her absence according to the policy (which are deemed inclusive of Statutory Sick Pay and all other statutory benefits to which the Executive may otherwise be entitled). 8.2 If so required, the Executive agrees to supply the Company with medical certificates covering any period of sickness or incapacity exceeding seven days (including weekends) and to undergo, at the Company's expense, a medical examination by a doctor appointed by the Company (and the Executive agrees that copies of any medical reports prepared by such doctor shall be sent directly to the Company). 8.3 If the Executive is incapable of performing his/her duties by reason of injury sustained wholly or partly as a result of negligence or breach of any duty on the part of a third party, and the Executive recovers an amount by way of compensation for loss of earnings from that third party, he/she will pay to the Company any sum (or part sum) received by him/her in respect of any amount paid to him/her under clause 8.1 above. 9 Restrictions during the Employment 9.1 During the Employment, the Executive will not directly or indirectly either on his/her own account or on behalf of any other person, company, business entity or other organisation be employed, engaged, concerned or interested in any other business or undertaking, except: 9.1.1 as holder (directly or through nominees) of investments listed on the London Stock Exchange pie or in respect of which dealing takes place on the Alternative Investment Market of the London Stock Exchange pie or on The Stock Exchange of Hong Kong Limited or on any Recognised Investment Exchange, as long as not more than 5 per


 
10 cent. of the issued shares or other securities of any class of any one company shall be so held; or 9.1.2 with the consent in writing of the Company which may be given subject to any terms which the Company requires. 9.2 The Executive will not (and will procure so far as he/she is able that any person connected with the Executive within the meaning of section 252 Companies Act 2006 (Connected Person) shall not) deal or become or cease to be interested (within the meaning set out in Schedule 1 Companies Act 2006) in any securities of the Company, except in accordance with the Company and/or the Group Code for Dealing in HSBC Group Securities and every regulation of the Group for the time being in force in relation to dealings in shares or other securities of the Company or any Group Company. 9.3 Subject to any regulations issued by the Company or any relevant Group Company, the Executive and any Connected Person shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission in respect of any sale or purchase of goods effected or other business transacted (whether or not by the Executive) by or on behalf of the Company or any Group Company and if he/she or any Connected Person (or any firm or company in which he/she or any Connected Person is interested) shall obtain any such discount, rebate or commission the Executive will account to the Company or the relevant Group Company for the amount received by the Executive or any Connected Person (or a due proportion of the amount received by such company or firm having regard to the extent of the Executive's or the Connected Person's interest therein). 9.4 The Executive agrees to disclose to the Board any matters relating to any Connected Person which may, in the reasonable opinion of the Board, be considered to interfere, conflict or compete with the proper performance of the Executive's obligations under this Agreement. 9.5 During the Employment the Executive will inform the appropriate member of the Board without delay if he/she becomes aware that any director, officer, or senior employee of the Company or any Group Company is or may be planning to materially breach any of the provisions of their contract of employment or implied duties of loyalty, good faith and fidelity. 9.6 The Executive will not, other than having observed the relevant policies and procedures in force from time to time make or issue any press, radio or television statement or publish or submit for publication any letter or article relating directly or indirectly to the business or affairs of the Company or any Group Company, its or their officers, directors or employees or the Employment or its termination. 10 Confidential Information and Company documents 1O.1 The Executive recognises that, whilst performing the duties for the Company the Executive will have access to and come into contact with Confidential Information belonging to the Company and/or any Group Company and will obtain personal knowledge of and influence over its or their customers, suppliers and/or employees. The Executive therefore agrees that the restrictions set out in this clause 1O are reasonable and necessary to protect the legitimate business interests of the Company and the Group both during and after the termination of the Employment. The Executive shall neither during


 
11 the Employment (except in the proper performance of the duties) nor at any time (without limit) after the termination of the Employment directly or indirectly: 10.1.1 divulge or communicate to any person, company, business entity or other organisation; or 10.1.2 use for his/her own purposes or for any purposes other than those of the Company or any Group Company; or 10.1.3 through any failure to exercise due care and diligence, cause any unauthorised disclosure of any Confidential Information relating to the Company or any Group Company. 10.2 This restriction does not apply to information which: 10.2.1 is used or disclosed by the Executive in the proper performance of his/her duties or with the prior written consent of the Company or any Group Company; 10.2.2 the Executive is ordered by a court of competent jurisdiction to disclose or which is otherwise required to be disclosed by law; or 10.2.3 is already in the public domain (other than as a result of unauthorised disclosure by the Executive or any other person). 10.3 The Executive will not, during the Employment or at any time thereafter, make, except for the benefit of the Company or any Group Company, any copy, record or memorandum of any Confidential Information and any such copy, record or memorandum will be and remain the property of the Company and will be returned by the Executive to the Company or irrevocably deleted from any computer, mobile and/or handheld device and/or any other media (including, but not limited to, any cloud based storage system) in the Executive's possession or under the Executive's control, when required to do so by the Company and in any event on the termination of the Employment. 10.4 Nothing in this Agreement precludes the Executive from making any legitimate whistleblowing type disclosure to any relevant regulator anywhere in the world (including, so far as the UK is concerned, within the meaning of Part 4A (Protected Disclosures) of the Employment Rights Act 1996 and so far as reportable concerns are defined by the FCA). 11 Inventions and other Intellectual Property 11.1 The Executive may make inventions or create other Intellectual Property during the Employment. In this respect the Executive has a special responsibility to further the interests of the Company and the Group given the Executive's position at the Company and the remuneration paid to the Executive under this Agreement. 11.2 In recognition of the Executive's position, remuneration and responsibility, the Executive acknowledges and agrees that any Intellectual Property made, created or discovered by him/her during the Employment (whether capable of being patented or registered or not) in conjunction with or in any way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use in the Company or any such Group Company or in connection therewith shall be immediately disclosed to the Company and


 
12 shall belong to and be the absolute property of the Company or such Group Company as the Company may direct. 11.3 However this will only apply to the extent that any invention was made by the Executive in the course of his/her duties or in the course of duties falling outside the Executive's normal duties but which have been specifically assigned to him/her (together Duties) and (i) such invention was reasonably expected to result therefrom; and/or (ii) at the time of making the invention, because of the nature of his/her Duties and the particular responsibilities arising therefrom, the Executive had a special obligation to further the interests of the Company. 11.4 The Executive acknowledges that he/she has no rights, interest or claims, either during the Employment or after the termination of the Employment, in or to any such Intellectual Property and he/she shall not use such Intellectual Property other than during the period of the Employment and for the purpose of the Company or the Group. 11.5 The Executive agrees to sign all documents and to do all other acts which the Company requests (at its expense) to enable the Company to enjoy the full benefit of this clause 11. This includes joining in any application, which may be made in the Company's sole name for registration of any Intellectual Property Rights (such as a patent, trademark or registered design), and assisting the Company in defending and enforcing such rights during and after the employment (at the Company's expense). 11.6 The Executive understands and accepts that the remuneration and benefits provided to him/her by the Company in accordance with this Agreement constitute sufficient consideration to the Executive for the performance of his/her obligations under this clause 11, including the waiver of or covenant not to assert any moral rights that he/she may have. 11.7 This clause 11, and the rights and obligations of the parties contained, will survive expiry of this Agreement, or its termination, for any reason. 12 Termination and Garden Leave 12.1 Notwithstanding the notice obligation to which the parties are generally subject in clause 1.2, the Employment may also be terminated by the Company: 12.1.1 by not less than six months' notice in writing given at any time where the Executive has been incapacitated by reason of ill health or accident from performing the duties hereunder for a period of (or periods aggregating) 26 weeks in total in any period of 12 months, provided that such termination does not take effect if it would remove any entitlement he would otherwise have thereafter for a maximum period of 24 months to enjoy the receipt of any benefits arising out of or in connection with any permanent health insurance policy or arrangement existing from time to time for his benefit. The Executive generally agrees that if he has been incapacitated by reason of ill health or accident from performing the duties hereunder for the said period of (or periods aggregating) 26 weeks in any period of 12 months, the Company may appoint another person or persons to perform his role of CEO pursuant to clause 1.3 without giving rise to any breach of any obligation owed to the Executive (under this agreement or generally, as a matter of law, and, accordingly, he will


 
13 have no cause of action against the Company or the Group whatsoever in respect of such termination of employment. 12.1.2 by summary notice in writing and with no liability to make any further payment to the Executive (other than in respect of any sums accrued due as at the Termination Date) if the Executive: (a) fails or neglects efficiently and diligently to discharge his/her duties, or is guilty of any serious or repeated breach of his/her obligations under this Agreement (b) is guilty of any fraud, dishonesty, serious misconduct or any other conduct which brings or is likely to bring the Executive or the Company or any Group Company into disrepute or affects or is likely to affect prejudicially the interests of the Company or the Group; (c) is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed); (d) is guilty of any material breach or material non-observance of any code of conduct, rule or regulation referred to in clause 4.1; (e) becomes bankrupt or makes any arrangement or composition with his/her creditors; (f) is prohibited from being a director by law, or has such regulatory approval as required pursuant to clause 1.5, withheld or withdrawn; (g) voluntarily resigns as a director of the Company or any Group Company; or (h) is not or ceases to be eligible to work in the UK. 12.2 The Company's rights under clause 12.1 are without prejudice to any other rights that it might have at law to terminate the Employment or to accept any breach of this Agreement by the Executive as having brought the Agreement to an end. Any delay by the Company in exercising its rights will not constitute a waiver. 12.3 If the Company may be or becomes entitled to terminate the Employment pursuant to clauses 1.5 or 12.1.2, or whilst the Company or any external body may wish to investigate any allegation against the Executive it will be entitled (without prejudice to its termination rights) to suspend the Executive for so long as it considers necessary or appropriate. 12.4 Following service of notice to terminate the Employment by either party, the Company may require the Executive to stay away from all or any of the Company's premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group's agents, employees, customers, clients, distributors and suppliers and/or will have no access to the Company's communications systems (Garden Leave). During any period of Garden Leave, the Company may appoint a replacement to exercise any of the Executive's duties and responsibilities and may require the Executive to take


 
14 such actions as it reasonably requires to effect a proper handover of any or all of his/her duties and responsibilities. However, the Executive will continue to be bound by all his/her obligations under this Agreement including, without limitation, his/her duties of fidelity and of good faith. 12.5 In addition to the circumstances referred to in clause 12.1.1 above, the Company may terminate the Employment at any time and with immediate effect by notifying the Executive in writing of that fact, confirming the date termination is to occur. If the Company terminates the Executive's employment in this way, it will make a payment in lieu of any notice of termination and/or in lieu of the balance of the fixed term of employment corresponding to the notice period as set out in clause 1.2 (the Payment in Lieu). The Executive agrees that the Payment in Lieu will consist of Base Salary, Fixed Pay Allowance and Pension Allowance but will not include any Variable Pay, payment in respect of benefits or any holiday entitlement for the fixed term and/or notice period which is accrued due as at the Termination Date (or, if notice has already been given, during the remainder of the notice period) less Statutory Deductions. 12.6 The Company may decide to pay any Payment in Lieu only in equal monthly instalments until the date on which the notice period referred to in clause 1.2 would have expired if notice had been given (the Payment Period). The Executive shall comply with his/her common law duty immediately following the termination of his/her employment and take all reasonable steps to obtain alternative employment or engagement during the Payment Period. 12.7 If the Executive obtains alternative employment or engagement during the Payment Period, any further monthly instalments of the Payment in Lieu will be reduced on a pro rata basis by the amount he/she receives. If the Executive fails to take all reasonable steps to obtain alternative employment or engagement, the Company will have the right to terminate all further instalments of the Payment in Lieu, and he/she will not be entitled to any further compensation. 12.8 Without prejudice to the constitution (including for the avoidance of doubt the articles of association) of any Group Company, on the Termination Date or on either the Company or the Executive having served notice of such termination, the Executive will: 12.8.1 at the request of the Company resign from office as a Director of the Company and all offices held by the Executive in any Group Company provided however that such resignation shall be without prejudice to any claims which the Executive may have against the Company or any Group Company arising out of the termination of the Employment; 12.8.2 transfer without payment to the Company or as the Company may direct to any third party, any shares or other securities held by the Executive in the Company as a nominee or trustee for the Company or any Group Company and deliver to the Company the related certificates; 12.8.3 deliver to the Company all Confidential Information which may be in the Executive's possession or under the Executive's power or control and, if requested, provide a signed statement that he/she has fully complied with the obligations under this clause 12.8.3; and


 
15 12.8.4 cooperate with the Company and any Group Company by providing such assistance as may reasonably be required in connection with any handover arrangements or any claim made by or against the Company or any such Group Company. 12.9 If the Employment is terminated for the purpose of the reconstruction or amalgamation of the Company or by reason of the Company transferring all or a substantial part of its business to another company and the Executive is offered employment by the reconstructed or amalgamated or transferee company on similar terms to the terms of this Agreement, the Executive will have no claim against the Company or such reconstructed or amalgamated or transferee company in respect of the termination of the Appointment. 13 Restrictive covenants 13.1 For the purposes of this clause 13 the following words have the following meanings: 13.1.1 Capacity means as agent, consultant, director, employee, owner, partner, shareholder beyond the shareholding limits applied in clause 9.1 or in any other capacity; 13.1.2 Company Products means any risk, banking or financial products researched into, developed, supplied, distributed or sold to or by the Company with which the duties of the Executive were materially concerned or for which he/she was directly or ultimately responsible during the Restricted Period; 13.1.3 Company Services means any risk, banking or financial services (including but not limited to technical and product support technical advice and customer services) developed or supplied to or by the Company with which the duties of the Executive were materially concerned or for which he/she was directly or ultimately responsible during the Restricted Period; 13.1.4 Comparator Group as at the date of this Agreement means Bank of America, Barclays, BNP Paribas, Citigroup, Credit Suisse, DBS, Deutsche Bank, JP Morgan Chase, Lloyds Banking Group, Standard Chartered and UBS, together with any transfer, merger, amalgamation and/or reconstruction of any relevant business or part of such business of any such company. This list of Comparator Group may have names removed, amended and/or added at any time during the Employment by the Company; 13.1.5 Customer means any person or firm or company or other organisation whatsoever to whom or which the Company supplied Company Products and/or Company Services during the Restricted Period and with whom or which, during the Restricted Period: (a) the Executive had material personal dealings pursuant to the Employment; or (b) any employee who was under the direct supervision of either the Executive or of the Executive's direct reports, had material personal dealings pursuant to their employment,


 
16 provided that in the case of a firm, company or other organisation "Customer" shall not include any division, branch or office of such firm or company or other organisation with which the Executive and/or any such employee as defined in sub-clause (b) above had no dealings during the Restricted Period save that where a restructuring of the firm or company or organisation has occurred following such personal dealings "Customer" shall include the part of the business with which the Executive or any employee as defined in sub-clause (b) above had dealings during the Restricted Period; 13.1.6 Prospective Customer means any person or firm or company or other organisation whatsoever with whom or which the Company shall have had negotiations or material discussions regarding the possible distribution, sale or supply of Company Products and/or Company Services during the Restricted Period and which were ongoing and not finally concluded at the Termination Date and with whom or which during such period: (a) the Executive will have had material personal dealings pursuant to the Employment; or (b) any employee who was under the direct supervision of either the Executive or of the Executive's direct reports will have had material personal dealings pursuant to their employment; or (c) the Executive was directly responsible in a client management capacity on behalf of the Company, provided that in the case of a firm, company or other organisation "Prospecitve Customer" shall not include any division, branch or office of such firm, company or other organisation with which the Executive and/or any such employee had no dealings during the Restricted Period save that where a restructuring of the firm or company or organisaiton has occurred following such personal dealings, ''Prospective Customer'' shall include the part of the business with which the Executive or any employee as defined in sub-clause (b) had dealings during the Restricted Period; 13.1.7 Restricted Employee means any person who is on the Termination Date, or was during the Restricted Period, employed or engaged by the Company or any Group Company and is by reason of such employment or engagement in possession of, or is reasonably likely to be in possession of, any trade secret or Confidential Information relating to the business of the Company or any Group Company or has acquired influence over its Customers or Prospective Customers (as defined in this clause 13 but so that references to "the Executive" will be replaced by references to the relevant employee and so that references to Employment will mean the relevant employee's employment with the Company or Group Company, being in either case a person with whom the Executive had material dealings during the Restricted Period); 13.1.8 Restricted Period means the period of 12 months ending on the Termination Date or, in the event that no duties were assigned to the Executive for any part of the duration of the notice period, the 12 months


 
17 immediately preceding the last day on which the Executive carried out any duties for the Company; 13.1.9 Restricted Products means Company Products or any products of the same or of a similar kind; 13.1.10 Restricted Services means Company Services or any services of the same or of a similar kind; 13.1.11 Restricted Supplier means any person, company, business entity or other organisation whatsoever who has supplied goods or services to the Company or any Group Company (other than utilities and goods or services supplied for administrative purposes) during any part of the Restricted Period or who has agreed prior to the Termination Date to supply goods or services to the Company to commence at any time in the twelve months following the Termination Date. 13.2 The Executive recognises that, whilst performing his/her duties for the Company, he/she will have access to and come into contact with Confidential Information belonging to the Company and certain Group Companies and will obtain personal knowledge of and influence over their customers and/or employees. 13.3 The Executive hereby undertakes with the Company that he/she will not for the period of six months after the Termination Date without the prior written consent of the Company (such consent not to be unreasonably withheld) whether by himself/herself, through his/her employees or agents or otherwise and whether on his/her own behalf or on behalf of any other person, firm, company or other organisation, directly or indirectly: 13.3.1 in competition with the Company anywhere in the world in a senior role, be involved in any Capacity in any of the companies (or other entities) in the Comparator Group in the business of researching into, developing, distributing, selling, supplying or otherwise dealing with Restricted Products or Restricted Services; or 13.3.2 in competition with the Company, accept orders or facilitate the acceptance of any orders or have any business dealings for Restricted Products or Restricted Services from any Customer or Prospective Customer; or 13.3.3 employ or otherwise engage any Restricted Employee in the business of or be personally involved to a material extent in employing or otherwise engaging any Restricted Employee in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products or Restricted Services; or 13.3.4 interfere with, or endeavour to interfere with, the supply or provision of goods or services (other than utilities, or goods or services supplied for an administrative purpose) to the Company or to induce the cessation of the supply or provision of such goods or services from any Restricted Supplier; or 13.3.5 in competition with the Company, solicit business from, or solicit the supply of goods or services (other than utilities, or goods or services


 
18 supplied for an administrative purpose) from any Restricted Supplier for the purposes of the provision of Restricted Products or Restricted Services. 13.4 The Executive hereby undertakes with the Company that he/she will not for the period of twelve months after the Termination Date without the prior written consent of the Company (such consent not to be unreasonably withheld) whether by himself/herself through his/her employees or agents or otherwise and whether on his/her own behalf or on behalf of any other person, firm, company or other organisation, directly or indirectly: 13.4.1 in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of Restricted Products or Restricted Services; 13.4.2 solicit or induce or endeavour to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contract. 13.5 The Executive agrees that a copy of this clause 13, and clauses 1O and 11 will be provided by him/her to any person firm company or other entity that makes or may make an offer to him/her of employment appointment as a director or officer, agency, partnership, or joint venture either during Employment or after its termination (in such latter case, where such restriction continues in full force and effect). 13.6 If the restrictions in clauses 13.3 and 13.4 are for any reason held to be unenforceable in any jurisdiction in the world the Executive agrees to such amended or lesser restriction as would enable that restriction to be enforced so far as possible in such jurisdiction. 13.7 In addition to the provisions of clause 16.6, the benefit of clauses 13.3 and 13.4 shall be held on trust by the Company for each Group Company and the Company reserves the right to assign the benefit of such provisions to any Group Company, in addition such provisions also apply as though there were substituted for references to "the Company" references to each Group Company in relation to which the Executive has in the course of his/her duties for the Company or by reason of rendering services to or holding office in such Group Company: 13.7.1 acquired knowledge of its trade secrets or Confidential Information; or 13.7.2 had material personal dealings with its Customers or Prospective Customers; or 13.7.3 supervised directly or indirectly employees having material personal dealings with its Customers or Prospective Customers, but so that references in clause 13 to "the Company" shall for this purpose be deemed to be replaced by references to the relevant Group Company. The obligations undertaken by the Executive pursuant to this clause 13.7 shall, with respect to each such Group Company, constitute a separate and distinct covenant and the invalidity or unenforceability of any such covenant shall not


 
19 affect the validity or enforceability of the covenants in favour of any other Group Company or the Company. 13.8 In the event of the transfer(within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 and other equivalent legislation (the Transfer Regulations) of the undertaking or the part of the undertaking in which the Executive shall at the time be employed as the result of which (by virtue of the Transfer Regulations) the Employment is automatically transferred to another company (the Transferee), the provisions of this clause 13 shall have effect as though references in it (and in all associated terms defined in this Agreement) to "the Group" are construed as references to "any other company within the Transferee's Group" (which for these purposes shall comprise the Transferee and any holding company of the Transferee and the subsidiaries of the Transferee and of any such holding companies for the time being). 13.9 The Executive hereby undertakes with the Company that he/she will not at any time without the consent of the Company after the Termination Date: 13.9.1 engage other than as a private consumer in any trade or business or be associated with any person, firm or company engaged in any trade or business using the name(s) HSBC or Hongkongand Shanghai Banking Corporation or incorporating the word(s) Hongkong Shanghai Banking Corporation; 13.9.2 in the course of carrying on any trade or business, claim, represent or otherwise indicate any present association with the Company or any Group Company or for the purpose of carrying on or retaining any business or custom, claim, represent or otherwise indicate any past association with the Company or any Group Company to its detriment other than simple and factual statements regarding the Executive's period of employment, job title, responsibilities and role. 13.10 The parties agree that the periods referred to in clauses 13.3 and 13.4 above will be reduced by one day for every day, during which, at the Company's direction, the Executive is on Garden Leave. 13.11 The Executive agrees that, having taken independent legal advice, the restrictions contained in this clause 13 are reasonable and necessary for the protection of the Company and any Group Company and that they do not bear harshly upon him/her. The parties agree that: 13.11.1 each restriction shall be read and construed independently of the other restrictions so that if one or more are found to be void or unenforceable as an unreasonable restraint of trade or for any other reason the remaining restrictions shall not be affected; and 13.11.2 if any restriction is found to be void but would be valid and enforceable if some part of it were deleted, that restriction shall apply with such deletion as may be necessary to make it valid and enforceable. 14 Grievance, dismissal and disciplinary procedures 14.1 The non-contractual grievance and disciplinary procedures applicable to the Executive are set out in the Company's Employee Handbook.


 
HIGHLY RESTRICTED - 20 15 Disclosure of information 15.1 The Executive consents to the Company or any Group Company processing data relating to the Executive for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Data Protection Act 1998) relating to the Executive, including, as appropriate: 15.1.1 information about the Executive's physical or mental health or condition in order to monitor sick leave and take decisions as to the Executive's fitness for work; 15.1.2 the Executive's racial or ethnic origin or religious or similar information in order to monitor compliance with equal opportunities legislation; and 15.1.3 information relating to any criminal proceedings in which the Executive has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties. 15.2 The Company may make such information available to any Group Company, to third parties who provide products or services to any Group Company, including in connection with the administration of benefits (such as advisers, payroll administrators, actuaries, insurers, pension scheme administrators and banks), regulatory authorities, potential or future employers, governmental or quasi- governmental organisations and potential purchasers of the Company or the business in which the Executive works. Data may also be shared with or transferred to parties with whom the Company or any Group Company is negotiating a commercial agreement (including relating to a business sale or joint venture). 15.3 3 The Executive consents to the transfer of such information to any Group Company and the Company's business contacts (including service providers and third parties specified in clause 15.2) outside the European Economic Area in order to further their business interests even where the country or territory in question does not maintain adequate data protection standards. 15.4 The Executive consents to the Company monitoring and recording any use that he/she makes of the Company's electronic communications systems for the purpose of ensuring compliance with the Company's policies and procedures. 16 General 16.1 This Agreement is governed by and interpreted in accordance with English law. 16.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales, but this Agreement may be enforced by the Company in any court of competent jurisdiction. 16.3 This Agreement contains all the information required to be provided to the Executive under section 1 of the Employment Rights Act 1996. 16.4 Any notices or other document to be served on a party under this Agreement will be delivered by hand or sent to the party at the address or fax number given in this Agreement or as otherwise notified in writing to the other party. A properly addressed and prepaid notice sent by post will be deemed to have been served at 9.00amon the second working day after posting or at the time


 
21 recorded by the delivery service. If sent by fax, notice will be deemed to have been received at the time of transmission. 16.5 The Executive will, at the time of signing this Agreement, appoint the Company as his/her attorney so that the Company can give effect to the provisions of clauses 11 and 12.8.1. 16.6 Each Group Company will have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce the rights bestowed on it by this Agreement. The consent of a Group Company is not required to amend any terms of this Agreement. Except as set out in this clause 16, a person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999. 16.7 The Company is not party to any collective agreement which affects the Employment. 16.8 Save as otherwise advised in writing to the Executive, upon or during the Employment, pursuant to clause 2.3 or otherwise, this Agreement comprises the whole agreement between the parties relating to the Employment. Accordingly, as from the effective date of this Agreement, all other agreements or arrangements between the Company and/or any Group Company relating to the employment of the Executive, save for such matters referred to within this Agreement or required to be entered into pursuant to this Agreement will cease to have effect. 16.9 This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. 17 Definitions 17.1 In this Agreement unless the context otherwise requires the following expressions have the following meanings: Board means the Board of Directors for the time being of HSBC Holdings pie or any committee of the Board (including the Group Management Board) to which powers have been properly delegated or such person or persons designated by the Board from time to time as its representative for the purposes of this Agreement; Commencement Date means 22 February 2018; Company's Employee Handbook and Company's HR Procedures Manual means the Company's Employee Handbook and the Company's HR Procedures Manual from time to time in force, which can be viewed on the Company's intranet; Confidential Information means information relating to the business, clients, customers, products, affairs and finances of the Company or any Group Company that is confidential to the Company or any Group Company, or in relation to which the Company or any Group Company is subject to a duty of confidentiality, and trade secrets including technical data and know-how relating to the business of the Company or any Group Company or of any persons having dealings with the Company or any Group Company, whether or not such information is marked confidential. This includes: details of


 
22 suppliers and their terms of business, details of customers, clients and prospective customers/clients and their requirements, the prices charged to and terms of business with customers, marketing plans and sales forecasts, financial information, results and forecasts (save to the extent that these are included in published audited accounts), any proposals relating to the acquisition or disposal of a company or business or any part thereof or to any proposed expansion or contraction of activities, or any other business strategy or tender, details of employees, atypical workers and officers and of the remuneration and other benefits paid to them, information relating to research activities, inventions, secret processes, designs, software, formulae and product lines, any information which the Executive either is aware or reasonably ought to know is confidential and any information which has been given to the Company or any Group Company in confidence by customers, suppliers or other persons; Corporate Governance Code means the UK Corporate Governance Code published by the Financial Reporting Council (as amended from time to time); Directors' Remuneration Policy means the Group's directors' remuneration policy as set out in the Directors' Remuneration Report of the Group's Annual Report and Accounts from time to time; Employment means the Executive's employment under this Agreement; FCA means the Financial Conduct Authority; Group means (1) HSBC Holdings pie and any entity which from time to time is a holding company of HSBC Holdings pie or a subsidiary of HSBC Holdings pie or of any such holding company; and (2) any entity over which from time to time any of the entities defined in paragraph (1) of this definition either directly or indirectly exercises management control, even though it may own less than fifty per cent. (50%) of the shares and is prevented by law from owning a greater shareholding and Group Company and Group Companies shall be construed accordingly; Group Chairman means the Chairman of the Group from time to time; Group Chief Executive means the Chief Executive of the Group (not simply of the Company) from time to time; Group's Malus and Clawback Policies means any of the Group's policies on malus and clawback which may be in force and amended from time to time; Intellectual Property means any invention, improvement, design, process, information, copyright work, trade mark, trade name or get-up or any other intellectual property; Recognised Investment Exchange means an investment exchange granted recognition under section 285 (1) Financial Services and Markets Act 2000 including a recognised overseas investment exchange; Statutory Deductions means appropriate tax, national insurance contributions and any other applicable statutory deductions; Termination Date means the date on which the Executive's Employment terminated;


 
23 UK Listing Authority means the FCA in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000, as amended by the Financial Services Act 2012; Variable Pay means any non-pensionable incentive compensation (excluding any other allowance notified to the Executive in writing from time to time) including any bonus or deferred bonus in the form of (i) cash (ii) deferred cash or (iii) equity awarded under any share or variable pay/ Long Term Incentive plan in force from time to time (in relation to which performance and/or other conditions may or may not be attached) and subject always to the deferral policy and/or any other variable pay policy applicable at the time of such award and subject to clauses 2.5, 2.6, 2.8, 2.9 and 2.10. 17.2 References to clauses, sub-clauses and schedules are unless otherwise stated to clauses and sub-clauses of and schedules to this Agreement. 17.3 The headings to the clauses are for convenience only and shall not affect the construction or interpretation of this Agreement. 17.4 The words subsidiary and holding company have the meanings set out in section 1159 of the UK Companies Act 2006 and "management control" shall be demonstrated by the ability to exercise significant influence over an entity or its management. 17.5 A reference to any statute or statutory provision (whether of the United Kingdom or elsewhere) includes any subordinate provision (as defined by section 21(1) Interpretation Act 1978) made under it and provision which has superseded it or re-enacted it (with or without modification) before or after the date of this Agreement except where it is after the date of this Agreement to the extent that the liability of any party is thereby increased or extended.


 
24 This Agreement has been signed on behalf of the Company and executed as a deed by the Executive the day and year first above written. Executed as a Dee EMENT SERVICES LIMITED in the presence of: Dated: .... .. ... ... .. . ..... . .......... .. ... . Director Dated: ...... ... ..... ....... ... ..... .. ....... Director/Secretary


 
Ben J S Mathews Group Company Secretary 12 March 2017 Dear Mark, Appointment as non-executive Director and Group Chairman designate This letter together with any further documents referred to herein and any separate letter(s) confirming your appointment to any Board committee(s}, together with the Articles of Association of HSBC Holdings pie as amended from time to time (the "Articles"), set out the terms of your appointment as a non-executive Director and the Group Chairman designate of HSBC Holdings pie ("the Company"). It is agreed between us that this is a contract for services and not a contract of employment and you further confirm that you are not subject to any restrictions which prevent you from holding office as a Director and the role of non-executive Group Chairman in due course. The office of non-executive director and Group Chairman designate will be held in accordance with and subject to the Articles as amended from time to time and nothing in this letter shall be taken to exclude or vary the terms of the Articles as they apply to you as a Director of the Company ("Director"). 1. Appointment 1.1 Subject to the provisions of this letter and the Articles, your appointment as non-executive Director and Group Chairman designate is for an initial term of three years commencing 1 September 2017 with your role as Group Chairman being effective on 1 October 2017. 1.2 You will be expected to serve at least two three-year terms. Notwithstanding this expectation (and any other mutual expectation) please note that there is no right to re-appointment as a Director by the Board, either annually or at the expiry of any term of appointment. 1.3 Your appointment and continued appointment is subject to a number of conditions.


 
2 Firstly, your initial approval and continued approval by the Prudential Regulation Authority ("PRA") and Financial Conduct Authority ("FCA") as a Senior Manager (SMF7). Secondly, the obligations in relation to your roles and duties, as set out in paragraphs 4 to 9 of this letter, as amended from time to time. Thirdly, your election and subsequent re-elections by shareholders at Annual General Meetings ("AGM"). During the term or terms of your appointment as a non-executive Director, subject to HSBC Holdings plc Level 41. 8 Canada Square. London E14 5HQ Tel: 020-7991 0588 fax: 020-7991 4639 Registered in England number 617987. Registered Office: 8 Canada, Square, London E14 5HQy the approval of the Board, you will need to stand for election and, thereafter, re-election at each AGM. If shareholders do not elect or re-elect you as non-executive Director (whether as Group Chairman or otherwise), your appointment will terminate automatically, with immediate effect and without any compensation being due or payable to you. Fourthly, you consenting to the Company routinely undertaking vetting of you on the same basis as it does now or in the future for other individuals holding similar positions to you and any necessary approval by the FCA and PRA and/or any other relevant regulatory body being in place prior to the commencement of your appointment and, thereafter, remaining in place for the duration of the appointment. Fifthly, your continued satisfactory performance and conduct as determined by the Board which can terminate your appointment with immediate effect if in its reasonable opinion it considers that your performance or conduct falls below the level expected of someone in your position and, having been given notice of such concerns, you fail to rectify (where such rectification is considered by the Board to be possible) your performance or conduct to the Board's satisfaction. 1.4 Without prejudice to any other provision of this letter, your appointment may be terminated before the expiry of any term or successive term, by either of us giving to the other three months' prior written notice to expire at any time. Your appointment may also be terminated in accordance with the Articles, as referred to above, and any relevant statutory provisions relating to the removal of directors. 1.5 On termination of your appointment, you shall immediately, at the request of the Company, resign from all offices held by you in or on the Board or in any Group Company (defined below) or on any of their respective committees including your future role as non-executive Group Chairman. 1.6 If at any time there are matters which arise to cause you concern about your role, you should discuss them with the Senior Independent Director (defined below) or the Group Company Secretary (defined below). If you have any concerns which cannot be resolved. and you choose to resign for that, or any other reason, you should provide an appropriate written statement to the Senior Independent Director or the Group Company Secretary for circulation to the Board.


 
3 2. Additional roles/functions 2.1 It is expected that in future, consistent with holding the role as non-executive Group Chairman, you will chair the Group Nomination Committee, subject to the terms of reference of that committee. You may additionally be invited to serve on more committees of the Board from time to time. Any such appointment will be covered in a future separate communication 3. Time commitment 3.1 In your future role as non-executive Group Chairman. we anticipate a time commitment of not less than four days per week although this may be greater at the outset and at times of heightened corporate activity. You are expected to devote such time as is necessary for the proper performance of your duties. The time commitment is subject to periodic review and (if needed) adjustment by the Board. Time devoted to the Company could be considerably more at times, on ad-hoc matters. You will be expected to perform your role at the Company's head office in Canary Wharf, although you will also be required to travel as necessary for the proper performance of your duties. 3.2 By accepting this appointment and intended future role, you have confirmed that, taking into account any other commitments, you are able to allocate sufficient time to meet the expectations of your role. You may not hold nor accept any other directorship or other role or accept any additional or changed commitment with any other company or other third party (whether inside or outside the HSBC Group) without the prior written consent of the Senior Independent Director or the Group Company Secretary on behalf of the Board. 4. Role and duties 4.1 The Board as a whole is collectively responsible for the success of the Company. The Board: (a) provides leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed; (b) sets the Company's strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives and reviews management performance; and (c) sets the Company's values and standards and ensures that its obligations to its shareholders and others are understood and met. 4.2 You shall perform your duties (whether statutory, regulatory, fiduciary or common law) faithfully, efficiently and diligently and to a standard commensurate with the functions of your role and your knowledge, skills and experience. 4.3 As the non-executive Group Chairman you will be required to provide effective leadership of the Board of the Company. You will not be responsible for executive matters regarding the Group's business, but your principal duties and responsibilities will be:


 
4 (a) ensuring effective Board leadership; (b) developing and maintaining strong external regulatory and political relationships, as well as relationships with shareholders and others considered material to the business of the Group; (c) ensuring Board, committee and director development and evaluation; and (d) promoting the highest standard of corporate governance. 4.4 As a non-executive Director you shall exercise your powers regard to relevant obligations under prevailing law and regulation in the UK and other relevant jurisdictions, including (without limitation} the Companies Act 2006, as amended, the Financial Services (Banking Reform) Act 2013, the UK Corporate Governance Code, the UK listing Authority's Listing, Prospectus and Disclosure & Transparency Rules, Part 9 of the Financial Services and Markets Act 2000, the Hong Kong Corporate Governance Code, the listing Rules of the Stock Exchange of Hong Kong limited and US securities laws. 4.5 You shall have particular regard to the statutory statement of seven general duties of directors as set out in the Companies Act 2006, as amended (whether acting through the Board, a committee of the Board or under delegated authority). 4.6 You shall immediately report to the Group Chief Executive Officer, Senior Independent Director or the Group Company Secretary your own wrongdoing or the wrongdoing or proposed wrongdoing of any employee or Director of which you become aware. 4.7 Unless specifically authorised to do so by the Board, you shall not enter into any legal or other commitment or contract on behalf of the Company. 4.8 As a non-executive Director holding a Senior Management Function you are required to: (i) be aware of those activities for which you have responsibility; (ii) comply with all regulatory requirements applicable to you and, in particular, with the Group's standards and policies (as amended or added to from time to time}; and (iii) maintain and evidence at all times your fitness and propriety to perform your Senior Management Function. 4.9 You are required to comply with any and all conduct rules which are from time to time issued by the PRA and/or FCA and which are applicable to your role as a non-executive Director and/or Senior Management Function. In accordance with its regulatory obligations, HSBC may be required to report to the regulators any actual or suspected breaches of any conduct rules. 4.10 Whenever all or part of your Senior Management Function is transferred to another person. you must provide such assistance as is required for you and HSBC to meet regulatory requirements, whether such assistance is reasonably required before or after the termination of your appointment.


 
5 4.11 It is essential that you do whatever is required to ensure you are granted regulatory approval and do nothing which could cause you to lose it. This is particularly important as if you are not granted or if you lose Senior Manager status, fit and proper status and/or any other regulatory approval which you may need, then your appointment may be terminated with immediate effect. 4.12 You will be required to comply with your supervisory and other regulatory responsibilities as set out in HSBC's Management Responsibility Map and also in your own Statement of Responsibilities. Whilst these documents are not contractual and may be amended by HSBC, you are required to comply with them at all times. 5. Fees and expenses 5.1 You will be paid a fee of £1,500,000 gross per annum. No other fees will be payable in respect of your chairmanship of the Group Nomination Committee or any other committee. 5.2 In line with the Directors' remuneration policy, the fee of the non-executive Group Chairman will be reviewed by the Group Remuneration Committee annually to assess whether it remains competitive and appropriate. 5.3 All fees will be paid in approximately equal monthly instalments in arrears and are subject to income tax, national insurance and any and all other relevant statutory deductions. 5.4 The Company will reimburse you for all reasonable and properly documented business related travel and expenses you incur in performing the duties of your office, in line with the expenses framework for non-executive directors applicable to the Group Chairman of the Company. Specifically, the Company will make available to you; (1) a Company car and driver available whenever you are performing duties for the Group; (2) an office available for you at the Company's Canary Wharf office; and (3) appropriate secretarial support at that office (and any other which you are required to travel to) throughout the appointment. 5.5 You will also receive a one-time mobility benefit of GBP 300,000 gross payable within 30 days of the commencement of your appointment. This will cover any and all mobility expenses related to your relocation from Hong Kong to London including accommodation, shipping, personal flights and any other associated costs of the move. In the event that, on or prior to 31 December 2017, you terminate your appointment with the Company for any reason other than death or illness. you agree that you will repay the net value of this sum as received by you in full. 5.6 Upon termination of your appointment with the Company (for whatever reason), you shall only be entitled to such fees as may have accrued to the date of termination, together with reimbursement in the normal way of any expenses properly incurred prior to that date. 6. Independence and outside interests 6.1 The Board has determined you to be independent pursuant to provision B.1.1 of the UK Corporate Governance Code.


 
6 6.2 It is accepted and acknowledged that you have and/or will have business interests other than those of the Company. In accordance with your duty to avoid conflicts of interest. by signing the duplicate copy of this letter, you confirm that: (a) you have disclosed to the Senior Independent Director or the Group Company Secretary the significant commitments you have outside your role at the Company; (b) you have declared to the Senior Independent Director or the Group Company Secretary any potential conflicts that are apparent at present; and (c) you are not aware of any circumstances arising out of your dealings with any other person or entity of any matter that might reasonably be expected to lead to reputational risk for the Company and/or the Group given your role as Group Chairman. 6.3 In the event that you become aware of any further potential or actual conflicts of interest or circumstances which could lead to reputational risk for the Company and/or the Group, you shall disclose these to the Senior Independent Director or the Group Company Secretary as soon as apparent and the agreement of the Board will have to be sought. A copy of the conflicts of interest policy of the Company will be sent to you. 7. Confidentiality 7.1 As a non-executive Director you are required to maintain strict confidentiality with regard to any and all matters of a confidential nature concerning the Company and the Group, including in relation to any such information provided to you prior to the commencement of your appointment. Save as required by law, you must not disclose any confidential information to any third party or use such information for your own or a third party's benefit either during your appointment or following termination (for whatever reason) without the prior written consent of the Group Chief Executive Officer or the Senior Independent Director or the Group Company Secretary. Where you consider you have a legal obligation to disclose confidential information you will, to the extent possible, first discuss this with the Group Chief Executive Officer or the Senior Independent Director or the Group Secretary prior to any such disclosure. 7.2 In the event that you are asked to undertake any duties on behalf of the Company or the Group prior to the commencement of your appointment, you will ensure that undertaking such duties will not amount to a breach of any obligation that you continue to owe to any third party or to any conflict of interest. If you believe such a breach may occur or that there may be a conflict of interest, you will immediately disclose this and discuss it with the Senior Independent Director or the Group Company Secretary. 8. Inside information and dealings in the Group securities 8.1 Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of inside information. Consequently, you should avoid making any statements that might risk a breach of these requirements. More details will be sent to you in the Memorandum for Directors or other communications from time to time. 9. Share interests and disclosure


 
7 9.1 As a Director, you must comply with all applicable laws, regulations and rules on the disclosure of the interests and transactions of Directors and their connected persons in shares and other securities of Group Companies. More details will be sent to you from time to time. 9.2 You are expected to comply with the Company's shareholding guidelines regarding the minimum shareholding level to be built up by a non-executive Director within a period of time. The guidelines (a copy of which will be provided to you) may be reviewed and updated by the Board from time to time. The current expectation is for non-executive Directors to build up a shareholding of 15,000 HSBC Holdings shares within 5 years of the commencement of your appointment, but this may be reviewed and (if needed) adjusted from time to time. 10. Induction and training 10.1 Immediately after your appointment, the Company will provide a comprehensive, formal and tailored induction. You will be expected to make yourself available for the purposes of the induction. The Group Company Secretary will be in touch with further details. 10.2 On an ongoing basis, the Company will make arrangements for you to develop and refresh your skills and knowledge in areas which are identified as being likely to be required, or of benefit to you, in carrying out your duties effectively. You should endeavour to make yourself available for any relevant training sessions which may be organised for the Board. 11. Review process 11.1 The performance of individual Directors and the whole Board and its committees is evaluated annually. 12. Insurance and indemnity 12.1 The Company maintains directors' and officers' liability insurance for its Directors and officers and intends to maintain such cover for the full term of your appointment. There is also an indemnity under the Company's Articles and a deed poll executed in favour of each present and future Director. A summary of the directors' and officers' liability insurance policy document and details of the provisions for indemnification under the Articles and deed poll will be sent to you. 13. Independent professional advice 13.1 Circumstances may occur when it will be appropriate for you to seek advice from independent advisers at the Company's expense. The Board policy under which Directors may obtain such independent advice will be provided to you. The Company will reimburse the full cost of expenditure incurred by you in accordance with the policy in force from time to time. 14. Intellectual property 14.1 You may make inventions or create other intellectual property during the appointment and the provision of your services to the Company. In this respect you have a special responsibility to further the interests of the Company and the Group given your position at the Company. In recognition of your position and responsibility, you acknowledge and agree that


 
8 any invention, improvement, design, process, information, copyright work, trade mark, trade name or get-up or any other intellectual property (together the "Intellectual Property") made, created or discovered by you during the appointment (whether capable of being patented or registered or not) in conjunction with or in any way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use in the Company or any Group Company or in connection therewith shall be immediately disclosed to the Company and shall belong to and be the absolute property of the Company or such Group Company as the Company may direct. 14.2 Paragraph 14.1 shall only apply to the extent that any invention was made by you in the course of the provision of your services. 15. Data protection 15.1 By signing this letter you consent to the Company holding and processing data about you for legal, personnel, administrative and management purposes and in particular the processing of any sensitive personal data (as defined in the Data Protection Act 1998) relating to you including, as appropriate: (a) information about your physical and mental health or condition in order to monitor any sickness absence and take decisions as to your fitness to perform your duties; or (b) your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or (c) information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties. 15.2 You consent to the Company making such information available to any of its Group Companies, those who provide products or services to the Company (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of the Company. You also consent to the transfer of such information outside of the European Economic Area. 16. Return of property 16.1 Upon termination of your appointment with the Company (for whatever reason), you shall deliver to the Company all notes, memoranda, lists of customers and suppliers and employees, correspondence, computer, blackberry, mobile telephone, tablet and other discs and tapes, data listings, codes, designs and drawings notes. documents, records, papers or other documents and material whatsoever (whether made or created by you or otherwise) which may be in your possession or under your control, and which relate in any way to the business affairs of the Company, and you shall not retain any copies thereof. If required to do so you will confirm in writing that you have complied with the obligation and that you have permanently and irrevocably deleted any copy documents in your possession from any computer and other system (including but not limited to mobile telephone or tablet) in your possession or control.


 
9 17. Entire agreement 17.1 This letter together with any further documents referred to herein and any separate letter(s) confirming your appointment to any Board committee(s), together with the Articles, constitute the entire terms and conditions of your appointment and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between you and the Company, whether written or oral, relating to its subject matter. 18. Rights of third parties 18.1 Each Group Company shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce the rights bestowed on it by this letter. The consent of a Group Company is not required to amend any of the terms of this letter. Except as set out in this paragraph, a person who is not a party to this letter may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999 19. Governing Law 19.1 Your appointment with the Company and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. You and the Company irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this appointment or its subject matter or formation (including non-contractual disputes or claims). 20. Definitions "Board" means the Board of Directors for the time being of HSBC Holdings pie or, as the context permits, any committee of the Board (including the Group Management Board) to which powers have been properly delegated or such person or persons designated by the Board from time to time as its representative for the purposes of this letter of appointment; "Group" means (1) HSBC Holdings pie and any entity which from time to time is a holding company of HSBC Holdings pie or a subsidiary of HSBC Holdings pie or of any such holding company; and (2) any entity over which from time to time any of the entities defined in paragraph (1) of this definition either directly or indirectly exercises management control, even though it may own less than fifty per cent (50%) of the shares and is prevented by law from owning a greater shareholding, and "Group Company” and "Group Companies” shall be construed accordingly; "Group Chariman" means the non-executive Group Chairman of HSBC Holdings plc from time to time; "Group Chief Executive Officer" means the Group Chief Executive Officer of HSBC Holdings plc from time to time; "Group Company Secretary" means the Group Company Secretary of HSBC Holdings plc from time to time;


 
10 "Senior Independent Director" means the senior independent non-executive Director of the Company from time to time. Please indicate your acceptance of these terms by signing and returning the attached copy of this letter to me at 41/F, 8 Canada Square. Canary Wharf. London E14 5HQ, UK. Yours sincerely Ben J S Mathews Group Company Secretary HSBC Holdings plc I confirm and agree to the terms and conditions of my appointment as a non-executive Director and Group Chairman designate of HSBC Holdings plc as set out in this letter.


 


Exhibit 7.1
Computation of ratios of earnings to combined fixed charges (and preference share dividends)
For the purpose of calculating the ratios, earnings consist of income from continuing operations before taxation and non-controlling interests, plus fixed charges, and after deduction of the unremitted pre-tax income of associated undertakings. Fixed charges consist of total interest expense, including or excluding interest on deposits, as appropriate, dividends on preference shares and other equity instruments, as applicable, and the proportion of rental expense deemed representative of the interest factor.
 
 
2017

2016

2015

2014

2013

 
Footnotes
$m

$m

$m

$m

$m

Profit before tax
 
17,167

7,112

18,867

18,680

22,565

– dividends received from associates
 
740

751

879

757

694

– share of profit in associates and joint ventures
 
(2,375
)
(2,354
)
(2,556
)
(2,532
)
(2,325
)
Fixed charges
 
15,594

15,063

17,250

19,667

19,238

– interest on deposits
 
6,790

8,127

10,846

12,581

11,874

– rental expense and other charges
1
8,804

6,936

6,404

7,086

7,364

Earnings
2





– excluding interest on deposits
 
24,336

12,445

23,594

23,991

28,298

– including interest on deposits
 
31,126

20,572

34,440

36,572

40,172

Preference share dividends
3
2,054

2,563

1,334

728

726

Combined fixed charges and preference share dividends
 






– excluding interest on deposits
 
10,858

9,499

7,738

7,814

8,090

– including interest on deposits
 
17,648

17,626

18,584

20,395

19,964

1
Includes an estimate of the interest in rental expense, charges incurred in respect of subordinated liabilities and interest on preference shares.
2
Includes profit before tax, dividends received from associates and fixed charges, less share of profit in associates and joint ventures.
3
Dividends on preference shares and other equity instruments.





Section 302 Certification for Group Chief Executive
I, Stuart T Gulliver, certify that:
1.
I have reviewed this annual report on Form 20-F of HSBC Holdings plc;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Dated:
20 February 2018
 
/s/ Stuart T Gulliver
 
 
 
Stuart T Gulliver, Group Chief Executive





Section 302 Certification for Group Finance Director
I, Iain J Mackay, certify that:
1.
I have reviewed this annual report on Form 20-F of HSBC Holdings plc;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Dated:
20 February 2018
 
/s/ Iain J Mackay
 
 
 
Iain J Mackay, Group Finance Director





Annual Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of HSBC Holdings plc (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended 31 December 2017 of the Company fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated:
20 February 2018
 
/s/ Stuart T Gulliver
 
 
 
Stuart T Gulliver, Group Chief Executive
 
 
 
 
Dated:
20 February 2018
 
/s/ Iain J Mackay
 
 
 
Iain J Mackay, Group Finance Director





Consent of independent registered public accounting firm
We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (Nos. 333-92024, 333-135007, 333-158065, 333-180288, 333-202420), Registration Statement on Form F-4 (No. 333-126531) and Registration Statements on Form S-8 (Nos. 333-103887, 333-104203, 333-109288, 333-113427, 333-127327, 333-143639, 333-145859, 333-155338, 333-162565, 333-170525, 333-176732, 333-183806, 333-197839, 333-220458) of HSBC Holdings plc of our report dated 20 February 2018 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.
/s/ PricewaterhouseCoopers LLP
London, United Kingdom
20 February 2018



C G Singer Consulting Actuary Watson House London Road Reigate Surrey RH2 9PQ UK T +44 1737 241144 D +44 1737 274192 M +44 7711 927212 F +44 1737 241496 E colin.singer@willistowerswatson.com W willistowerswatson.com Towers Watson Limited is registered in England and Wales Registration number: 5379716, Registered address: Watson House, London Road, Reigate, Surrey RH2 9PQ, UK. Authorised and regulated by the Financial Conduct Authority. http://eutct.internal.towerswatson.com/clients/616641/HSBCTREmployerrequests2017/Documents/Actuary Consent Letter_20-F_20 February 2018.docx Page 1 of 1 20 February 2018 The Board of Directors HSBC Holdings plc I, C G Singer, consent to be named as valuation actuary of the HSBC Bank (UK) Pension Scheme in the Annual Report on Form 20-F for the year ended December 31, 2017 of HSBC Holdings plc and to the incorporation by reference of references to us in the registration statements (nos. 333-92024, 333-103887, 333-104203, 333-109288, 333-113427, 333-127327, 333-126531, 333-135007, 333-143639, 333-145859, 333-155338, 333-158065, 333-162565, 333-170525, 333-176732, 333-180288, 333-183806, 333-197839, 333-202420 and 333-220458). Sincerely, C G Singer Fellow of the Institute and Faculty of Actuaries