SCB ARA 2014 directors report
Goal, an award-winning development programme using sport and life
skills education to transform the lives of adolescent girls, was launched
in Nigeria in 2011 and has since expanded, helping more than 58,000 girls
126
Standard Chartered Annual Report 2014
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Directors’ report
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Board of directors
128
Senior management
132
Corporate governance
133
Directors’ remuneration report
170
Other disclosures
210
Statement of directors’ responsibilities
219
127
Board of directors
Sir John Peace
Peter Sands
Mike Rees
Andy Halford
Chairman
Group Chief Executive
Deputy Chief Executive
Group Finance Director
Jaspal Bindra
V Shankar
Ruth Markland
Om Bhatt
Group Executive Director & Chief
Executive Oficer, Asia
Group Executive Director & Chief
Executive Oficer – Europe, Middle East,
Africa and Americas
Senior Independent Director
Independent Non‑Executive Director
Dr Kurt Campbell
Dr Louis Cheung
Dr Byron Grote
Christine Hodgson
Independent Non‑Executive Director
Independent Non‑Executive Director
Independent Non‑Executive Director
Independent Non‑Executive Director
Naguib Kheraj
Simon Lowth
Dr Han Seung-soo, KBE
Paul Skinner, CBE
Independent Non‑Executive Director
Independent Non‑Executive Director
Independent Non‑Executive Director
Independent Non‑Executive Director
Dr Lars Thunell
Annemarie Durbin
Independent Non‑Executive Director
Group Company Secretary
The Board is accountable for ensuring that, as a collective
body, it has the appropriate skills, knowledge and experience
to perform its role effectively. It provides leadership through
oversight and review and by providing guidance whilst setting
the strategic direction.
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Standard Chartered Annual Report 2014
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Sir John Peace (66)
Chairman
Sir John was appointed to the Board
as Deputy Chairman in 2007,
becoming Group Chairman in 2009.
On 26 February 2015, it was
announced that Sir John intends to
step down from the Board during the
course of 2016.
Career: Sir John joined the board of
GUS plc in 1997, of which Burberry
and Experian were a part, becoming
chief executive from 2000 until 2006.
In 2002, Burberry was loated on the
London Stock Exchange with Sir John
as its chairman, a position he
continues to hold. In 2006, Sir John
was appointed chairman of Experian
following the demerger of GUS plc,
a position he held until he stepped
down in July 2014. Sir John is
committed to supporting his local
community and has a long-standing
interest in education. He chaired the
board of governors of Nottingham
Trent University for 10 years, has been
a trustee of the Djanogly City
Academy in Nottingham since 1999,
is Lord-Lieutenant of Nottinghamshire
and a fellow of the Royal Society of
Arts. Sir John has an honorary
doctorate from the University of
Nottingham and was knighted in 2011
for services to business and the
voluntary sector.
Committees: Chair of the
Governance and Nomination
Committee
Peter Sands (53)
Group Chief Executive
Peter was appointed to the Board as
Group Finance Director in May 2002,
becoming Group Chief Executive in
November 2006. On 26 February
2015, it was announced that Peter will
step down from the Board and as
Group Chief Executive in June 2015.
Career: Peter began his career at the
UK Foreign and Commonwealth
Ofice before joining the worldwide
consultants McKinsey & Company in
1988, where he became partner in
1996 and director in 2000, working
extensively in the banking and
technology sectors in a wide range of
international markets. Peter joined the
Board of Standard Chartered PLC as
Group Finance Director with
responsibility for Finance, Strategy,
Risk, and Technology and Operations,
before becoming Chief Executive.
Peter is the lead non-executive
director of the Department of Health.
Based in London.
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Mike Rees (59)
Deputy Chief Executive
Mike was appointed to the Board as
Chief Executive Oficer, Wholesale
Banking in August 2009, becoming
Deputy Chief Executive in April 2014.
Career: Mike held several roles in
inance at JP Morgan before joining
Standard Chartered in 1990 as the
Chief Financial Oficer for Global
Treasury, becoming the Regional
Treasurer in Singapore, responsible
for the South East Asia Treasury
businesses. Mike was later appointed
Group Head of Global Markets and
Chief Executive, Wholesale Banking,
responsible for all commercial banking
products in addition to his
responsibilities for global markets
products. He was appointed Deputy
Chief Executive in 2014, responsible
for the integrated Wholesale and
Consumer Banking business. Mike
is a member of the International
Advisory Board of Mauritius and the
mayor of Rome’s business advisory
council. Based in London.
Experience: Mike is a qualiied
chartered accountant and brings
extensive and wide-ranging
international banking experience.
Andy Halford (55)
Group Finance Director
Andy was appointed to the Board as
Group Finance Director in July 2014.
Career: Andy was group inance
director at East Midlands Electricity
plc prior to joining Vodafone in 1999
as inancial director for Vodafone
Limited, the UK operating company.
In 2001, Andy was appointed inancial
director for Vodafone’s Northern
Europe, Middle East and Africa region
and later the chief inancial oficer of
Verizon Wireless in the US. He was
a member of the board of
representatives of the Verizon
Wireless Partnership. Andy was
appointed chief inancial oficer in
2005, a position he held for nine
years. As Group Finance Director at
Standard Chartered, Andy is
responsible for Finance, Corporate
Treasury, Group Corporate
Development and Strategy functions.
Andy is a non-executive director at
Marks and Spencer Group plc and a
member of the Business Forum on
Tax and Competitiveness. Based in
London.
Experience: Andy has a strong
inance background and deep
experience of managing a complex
international business across dynamic
and changing markets.
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Jaspal Bindra (54)
Group Executive Director & Chief
Executive Oficer, Asia
Jaspal was appointed to the Board in
January 2010. On 26 February 2015,
it was announced that Jaspal will step
down from the Board on 30 April 2015.
Career: Jaspal began his career with
Bank of America in 1984, working
across treasury markets and
consumer banking in India and
Singapore, before joining UBS
Investment Bank. Jaspal joined
Standard Chartered in 1998 and has
held senior positions in the Group
such as Global Head of Client
Relationship for Wholesale Bank and
Chief Executive Oficer for India,
before joining the Board as Chief
Executive Oficer, Asia. He is a
non-executive director at Reckitt
Benckiser Group plc, a member of the
board of governors of XLRI Business
School, a member of the City of
London Advisory Council for India and
a director of the US-India Business
Council. Based in Hong Kong.
Experience: Jaspal brings
wide-ranging international banking
experience.
V Shankar (57)
Group Executive Director & Chief
Executive Oficer – Europe, Middle
East, Africa and Americas
Shankar was appointed to the Board
in January 2012.
Career: Shankar spent 19 years at
Bank of America before joining
Standard Chartered in 2001 as Group
Head of Corporate Finance. He was
appointed Group Head of Origination
and Client Coverage in 2007 and
promoted to his current role in 2010.
Shankar is a non-executive director
of Majid Al Futtaim Holding LLC, a
trustee of the Asia Society, New York
and a member of the board of
trustees of the Singaporean Indian
Development Association. Based in
the UAE.
Experience: Shankar brings
wide-ranging international banking
experience.
Ruth Markland (62)
Senior Independent Director
Ruth was appointed to the Board in
November 2003 and became Senior
Independent Director in July 2013.
On 26 February 2015, it was
announced that, having served as an
independent non-executive director
for over 11 years, Ruth will step down
from the Board by the end of 2015.
She will step down as Remuneration
Committee Chair with effect from
the conclusion of the AGM on
6 May 2015.
Career: Ruth joined Freshields
Bruckhaus Deringer in 1977 working
in both London and Singapore,
becoming partner in 1983. Between
1996 and 2003, Ruth was managing
partner in Asia, responsible for the
irm’s eight ofices across the region.
Ruth is the senior independent
director and chair of the remuneration
committee at The Sage Group plc
and member of the supervisory board
of Arcadis NV. Until November 2012,
Ruth served as chair of the board of
trustees of the WRVS charity.
Experience: Ruth brings signiicant
expertise in Asia and a deep
understanding of the legal and
regulatory environment.
Committees: Chair of the
Remuneration Committee, member of
the Audit Committee, the Governance
and Nomination Committee and the
Board Financial Crime Risk
Committee
Om Bhatt (63)
Independent Non‑Executive Director
Om was appointed to the Board in
January 2013.
Career: In a career spanning 38 years
with the State Bank of India (SBI),
India’s largest commercial bank, Om
held a number of roles, beginning with
the lead bank department, which
pioneered inancial inclusion. He led
the project team that pioneered SBI’s
technology initiative in the 1990s,
undertook assignments at SBI’s
London and Washington ofices and
held general management roles
between 2004 and 2006. He became
managing director of SBI in 2006,
culminating in his appointment as
chairman of the State Bank Group,
until he stepped down in 2011. Om
has also served as chairman of the
Indian Banks’ Association and was
an independent non-executive
director of Oil and Natural Gas
Corporation before stepping down
in December 2014. Om is an
independent non-executive director
of Hindustan Unilever Ltd, Tata Steel,
Tata Consultancy Services and
governor of the board of the Center
for Creative Leadership.
Experience: Om brings extensive
banking, inancial services and
leadership acumen, with deep
knowledge and experience across
India, one of our largest markets.
Committees: Member of the Board
Risk Committee
Dr Kurt Campbell (57)
Independent Non‑Executive Director
Kurt was appointed to the Board in
June 2013.
Career: Kurt has served in several
capacities in the US government,
including deputy assistant secretary
of defense for Asia and Paciic Affairs
and director on the National Security
Council Staff in the White House.
From 2003 to 2009, Kurt was the
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Directors’
report
Experience: Sir John has a strong
inancial services and retailing
background as well as signiicant
board and chairmanship experience,
in addition to extensive international
experience and exemplary
governance credentials.
Experience: Peter brings extensive
executive and strategic leadership
experience and a deep understanding
of international banking and the
regulatory environment.
Board of directors
founder and chairman of StratAsia,
a strategic advisory irm focused on
Asia. From 2009 to 2013, Kurt served
as the US Assistant Secretary of State
for East Asian and Paciic Affairs. He
was widely credited as being a key
architect of the ‘pivot to Asia’. Kurt
was a central igure in advancing the
US-China relationship, building
stronger ties to Asian allies, and in the
opening of Myanmar. Previously, Kurt
was the chief executive oficer and
co-founder of the Center for a New
American Security. Kurt was also an
associate professor at Harvard’s John
F Kennedy School of Government. He
is chairman and chief executive oficer
of The Asian Group LLC, a strategic
advisory and investment group
specialising in the Asia Paciic region.
Experience: Kurt has a wealth of
experience of the US political
environment and signiicant
experience of some of our key
markets, notably across Asia.
Committees: Member of the Brand,
Values and Conduct Committee
Dr Louis Cheung (51)
Independent Non‑Executive Director
Louis was appointed to the Board in
January 2013.
Career: Louis was a global partner of
McKinsey & Company and a leader in
its Asia Paciic inancial institutions
practice prior to joining Ping An
Insurance Group in 2000. Louis
worked in several senior roles at Ping
An, including chief inancial oficer,
before becoming group president in
2003 and executive director from
2006 to 2011. Louis is currently the
chief executive oficer of Boyu Capital
Advisory Co, independent
non-executive director of Fubon
Financial Holding Company and a
Fellow and council member of the
Hong Kong Management Association.
Experience: Louis brings broad
inancial services and investor
relations credentials, particularly, in
a Greater China context.
Committees: Member of the
Remuneration Committee
Dr Byron Grote (66)
Independent Non‑Executive Director
Byron was appointed to the Board in
July 2014.
Career: Byron spent nine years at
Standard Oil of Ohio prior to it being
acquired by BP plc in 1987. From
1988 to 2000, Byron worked across
BP in a variety of commercial,
operational and executive roles. He
was appointed chief executive oficer
of BP Chemicals and a managing
director of BP plc in 2000, with
regional group-level accountability for
BP’s activities in Asia from 2001 to
2006. Byron was chief inancial oficer
of BP plc from 2002 until 2011,
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subsequently serving as BP’s
executive vice president, corporate
business activities, from 2012 to 2013
with responsibility for the group’s
integrated supply and trading
activities, alternative energy, shipping
and technology. Byron is currently a
non-executive director and chair of
the audit committee at Unilever plc
and Unilever NV and will step down
from its board at the end of April 2015.
Byron is also a non-executive director
and audit committee chair at Anglo
American plc, and a non-executive
director on the supervisory board at
Akzo Nobel NV. Byron will join the
board of Tesco PLC as a
non-executive director from 1 May
2015. He is also a member of the
European Audit Committee
Leadership Network and an emeritus
member of the Cornell Johnson
School Advisory Council at Cornell
University.
Experience: Byron brings broad
commercial, inancial and international
experience.
Committees: Member of the Audit
Committee and the Brand, Values and
Conduct Committee
Christine Hodgson (50)
Independent Non‑Executive Director
Christine was appointed to the Board
in September 2013. On 26 February
2015, it was announced that Christine
will be appointed as Remuneration
Committee Chair with effect from
7 May 2015.
Career: Christine held a number of
senior positions at Coopers & Lybrand
and was corporate director of Ronson
plc before joining Capgemini in 1997,
where she has held a variety of roles
including chief inancial oficer for
Capgemini UK plc and chief executive
oficer of technology services for
North West Europe, before being
appointed chair of Capgemini UK plc.
Christine is a non-executive director of
Ladbrokes plc and sits on the board
of two charities: The Prince of Wales’
Business in the Community and
MacIntyre Care. In February 2015,
Christine was appointed chair of a
new government-backed careers and
enterprise company, Enterprise for
Education Limited, aiming to inspire
and prepare young people for the
world of work.
Experience: Christine brings strong
business leadership, inance,
accounting and technology
experience.
Committees: Member of the Audit
Committee, the Remuneration
Committee, the Brand, Values and
Conduct Committee and the Board
Financial Crime Risk Committee
Standard Chartered Annual Report 2014
Naguib Kheraj (50)
Independent Non‑Executive Director
portfolio and risk management and
strategy.
Naguib was appointed to the Board in
January 2014.
Committees: Chair of the Board
Financial Crime Risk Committee
Career: Naguib began his career in
banking at Salomon Brothers in 1986
and went on to hold a number of
senior positions at Robert Fleming,
Barclays, JP Morgan Cazenove and
Lazard. Over the course of 12 years
at Barclays, Naguib served as group
inance director and vice-chairman
and in various business leadership
positions in Wealth Management,
Institutional Asset Management and
Investment Banking. Naguib was
also a Barclays nominated
non-executive director of Absa Group
in South Africa, and of First
Caribbean International Bank. He
was chief executive oficer of JP
Morgan Cazenove, a leading
London-based investment banking
business. Naguib is a former
non-executive director of NHS
England and has served as a senior
advisor to Her Majesty’s Revenue
and Customs Service and to the
Financial Services Authority in the
UK. Naguib is currently a nonexecutive director of Rothesay Life,
a specialist pensions insurer, and a
member of the investment committee
of Wellcome Trust. He spends the
majority of his time as a senior
advisor to the Aga Khan
Development Network and serves on
the boards of various entities within
the Aga Khan Development Network.
Experience: Naguib brings
signiicant banking and inance
experience.
Committees: Chair of the Audit
Committee, member of the
Governance and Nomination
Committee, the Board Risk
Committee and the Board Financial
Crime Risk Committee
Simon Lowth (53)
Independent Non‑Executive Director
Simon was appointed to the Board in
May 2010.
Career: Simon spent 15 years with
the global management consultancy,
McKinsey & Company, latterly as a
senior director responsible for the
irm’s UK industrial practice, where
he advised leading multi-national
companies on a wide range of
strategic, inancial and operational
issues. He joined Scottish Power PLC
in 2003 as executive director
corporate strategy and development,
becoming inance director two years
later. Simon was chief inancial oficer
of AstraZeneca PLC from 2007 until
2013, when he was appointed chief
inancial oficer and executive director
at BG Group.
Experience: Simon brings signiicant
expertise in inance, capital allocation,
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Dr Han Seung-soo, KBE (78)
Independent Non‑Executive Director
Dr Han was appointed to the Board in
January 2010.
Career: Dr Han is a former prime
minister of the Republic of Korea. He
has a distinguished political,
diplomatic and administrative career,
serving as deputy prime minister and
minister of inance, foreign affairs, and
industry and trade before serving as
prime minister from 2008 to 2009. He
also served as Korean ambassador to
the United States, chief of staff to the
president, president of the 56th
Session of the United Nations General
Assembly, special envoy of the UN
Secretary-General on Climate Change
and chairman of the 2009
Organisation for Economic
Cooperation and Development
Ministerial Council Meeting in Paris.
Dr Han sits on a number of advisory
boards and is currently the United
Nations Secretary-General’s Special
Envoy for Disaster Risk Reduction and
Water, the UN Secretary-General’s
Advisory Board on Water and
Sanitation, is the founding chair of the
High-Level Experts and Leaders’
Panel on Water and Disaster, is the
co-chair of the Water Advisory Group
at the Asian Development Bank and
co-chairman of the International
Finance Forum of China.
Experience: Dr Han is a
distinguished economist and has a
strong geo-political background,
bringing valuable knowledge of Asia
and its economies.
Committees: Member of the Brand,
Values and Conduct Committee
Paul Skinner, CBE (70)
Independent Non‑Executive Director
Paul was appointed to the Board in
November 2003. On 26 February
2015, it was announced that, having
served as an independent
non-executive director for over 11
years, Paul will step down from the
Board by the end of 2015.
Career: Paul was formerly a director
of The Shell Transport and Trading
Company plc and group managing
director of the Royal Dutch/Shell
Group of companies. During his Shell
career he worked in all of Shell’s main
businesses, with assignments in the
UK, Greece, Nigeria, New Zealand
and Norway. Paul was chairman of
Rio Tinto Plc from 2003 to 2009 and
chairman of Infrastructure UK, within
HM Treasury between 2009 and 2013.
Paul was a UK business ambassador
from 2008 to 2012. He also served as
a member of the Defence Board of
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the Ministry of Defence and as
chairman of both the Commonwealth
Business Council and International
Chamber of Commerce UK. Paul is
currently chairman of the MoD’s
Defence Equipment and Support
entity, a non-executive director of the
Tetra Laval Group and L’Air Liquide
SA, and is a member of the public
interest body of PwC and of the
advisory body of Norton Rose
Fulbright LLP.
Experience: Paul has extensive
experience of customer-facing global
businesses across our geographical
footprint and of managing a large
global commodities trading business.
He has also served in major public
sector roles.
Committees: Chair of the Brand,
Values and Conduct Committee.
Member of the Remuneration
Committee, the Board Risk
Committee and the Governance and
Nomination Committee
Dr Lars Thunell (66)
Independent Non‑Executive Director
Lars was appointed to the Board in
November 2012.
Annemarie was appointed in 2007.
Career: Annemarie has a bachelor’s
degree in commerce, is a qualiied
lawyer and has an MSc in executive
coaching. She joined Standard
Chartered in 1995, holding senior
roles in Wholesale Banking, including
Head of Financial Institutions for
Europe and Africa, and had global
responsibility for the Development
Organisation client segment.
Annemarie held Consumer Banking
head roles in the Philippines and
Thailand and was Chief Executive
Oficer in both countries. Since
returning to the UK in 2006,
Annemarie has held a number of
group support function roles,
including Head of Resourcing and
Reward (within Human Resources)
and Group Head of Corporate Affairs.
Currently, in addition to being the
Group Company Secretary,
Annemarie’s role also covers the
Global Corporate Secretariat function,
the Group’s Corporate Real Estate
Services function and administrative
oversight of the Group’s Internal Audit
function. Annemarie is the Group’s
executive sponsor for our diversity
and inclusion and Living with HIV
programmes. Annemarie is a
non-executive director of WHSmith
PLC and member of its audit,
remuneration and nomination
committees.
Experience: Annemarie brings
signiicant international banking and
inancial services experience,
together with a deep understanding
of the legal, regulatory and
governance environment.
On 26 February 2015, we announced a number of new
appointments to the Board. Bill Winters will join the Group
ahead of his appointment to the Board as Group Chief
Executive in June 2015, replacing Peter Sands. In addition,
Gay Huey Evans and Jasmine Whitbread will join the Board
as independent non-executive directors with effect from
1 April 2015. A full biography for Gay Huey Evans and Jasmine
Whitbread can be found in the 2015 Notice of Annual General
Meeting.
Bill Winters (53) is a career banker with signiicant front-line global
banking experience and a proven track record of leadership and
inancial success. He has extensive experience of working in emerging
markets and a proven record in spotting and nurturing talent. Bill began
his career with JP Morgan Chase, becoming one of the top ive most
senior executives at JP Morgan, and went on to become co-chief
executive oficer of the investment bank from 2004 until he stepped
down in 2009. Bill was the only career banker to be invited to be a
committee member of the Independent Commission on Banking,
established by the UK government in 2010 to recommend ways to
improve competition and inancial stability in banking. Subsequently,
Bill also served as advisor to the Parliamentary Commission on
Banking Standards and was asked by the Court of the Bank of England
to complete an independent review of the Bank’s liquidity operations.
Bill is an independent non-executive director of Novartis International AG
and was previously a non-executive director of RIT Capital Partners Plc.
Gay Huey Evans (60) is an experienced non-executive director with
signiicant commercial, inancial services and regulatory experience,
having spent 26 years working in a variety of executive roles in a number
of global inance and banking institutions. Gay is a non-executive director
at Aviva plc, ConocoPhillips, Bank Itau BBA International Limited and
deputy chair of the Financial Reporting Council. She was previously
a non-executive director of London Stock Exchange Group PLC.
Jasmine Whitbread (51) has signiicant business leadership
experience as well as irst-hand experience of operating across our
markets. Jasmine is the chief executive oficer of Save the Children
International, a role she has held since 2010, with extensive experience
and a deep understanding of operating successfully in highly regulated,
political and unpredictable environments. Jasmine is a non-executive
director of BT Group plc.
Directors’
report
Career: Lars was president and chief
executive oficer of Securum, the
Swedish Government ‘bad bank’,
from 1992 to 1994, chief executive
oficer of Trygg-Hansa from 1994 to
1997 and chief executive oficer of
SEB, Sweden’s leading corporate
bank, from 1997 to 2005. Until June
2012, Lars was chief executive oficer
and executive vice president of the
International Finance Corporation
(IFC), a member of the World Bank
Group. In this role, Lars led the IFC’s
overall strategic direction in its mission
to promote sustainable private sector
development. Lars has held a number
of non-executive directorships and
been chairman of the Swedish
Bankers Association. Lars is currently
a senior advisor to the Blackstone
Group, a director of Kosmos Energy,
a non-executive director and vice
chairman of Sithe Global LLP, a
director of Fisterra Energy LLP and
chairman of Global Water
Development Partners – all part of the
Blackstone Group. He is also a board
member of the Middle East
Investment Initiative and Access
Health International, both independent
non-proit organisations, and
chairman of Africa Risk Capacity
Limited.
Annemarie Durbin (51)
Group Company Secretary
Experience: Lars has a highly
developed understanding of banking
and risk management in a inancial
services context.
Committees: Chair of the Board Risk
Committee and member of the Audit
Committee, the Governance and
Nomination Committee and the Board
Financial Crime Risk Committee
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131
Senior management
Tracy Clarke
David Fein
Richard Goulding
Jan Verplancke
The senior management of the Group is made up of the Court of Standard Chartered Bank
(the ‘Court’), David Fein, in his capacity as Group General Counsel, and Annemarie Durbin
(see page 131), in her capacity as Group Head, Independent Governance and Workplace.
As at 4 March 2015, the Court comprises the executive directors of Standard Chartered PLC,
Tracy Clarke, Richard Goulding and Jan Verplancke.
Tracy Clarke (48)
Director, Compliance, People and
Communication
Tracy joined Standard Chartered in
1985. She was appointed a Director
of Standard Chartered Bank in
January 2013.
Career: Tracy spent her early career
in Wholesale Banking operations and
client relationship roles both in the UK
and Hong Kong, before going on to
become Head of the Group Chief
Executive’s Ofice and later Group
Head of Corporate Affairs. In 2006,
Tracy became Group Head of Human
Resources. Her portfolio was
expanded in January 2010 to
encompass Group Head of Corporate
Affairs and in April 2013 she took on
the additional responsibility for Legal
and Compliance. Tracy is an
independent non-executive director of
Sky Plc and chair of its remuneration
committee. She is a trustee of
WORKing for YOUth, a charity
working with business to create job
opportunities for young people. Tracy
is a member of the Institute of
Financial Services and a fellow of the
Chartered Institute of Personnel and
Development.
Experience: Tracy brings a wide
range of managerial and operational
experience across corporate affairs,
brand and marketing, media
relations, human resources and legal
and compliance.
David Fein (54)
Group General Counsel
David joined Standard Chartered in
September 2013.
Career: Before joining
Standard Chartered, David was
United States Attorney for the District
of Connecticut, appointed by
President Obama and conirmed by
the United States Senate. In that
capacity, he was appointed Vice
Chair of the Attorney General’s
Advisory Committee’s White-Collar
Crime sub-committee. Earlier in his
132
career, David was an Assistant
United States Attorney for the
Southern District of New York and
served as Deputy Chief of the
Criminal Division and Counsel to the
United States Attorney. David also
served as Associate White House
Counsel; a partner at the law irm
of Wiggin and Dana; and Visiting
Lecturer in Law at Yale Law School.
David is a key advisor to the Board
of Standard Chartered PLC and the
Court of Standard Chartered Bank
on all material legal matters.
In July 2014, David was appointed
Chair of Seeing is Believing,
Standard Chartered’s global initiative
tackling avoidable blindness. He also
sits on the boards of Guiding Eyes
for the Blind and Derek Jeter’s Turn 2
Foundation.
Experience: David brings a wealth
of legal knowledge and experience
alongside a deep understanding of
the US legal system, having held a
number of signiicant roles in the US
Government.
Richard Goulding (55)
Group Chief Risk Oficer
Richard joined Standard Chartered in
2002 and was appointed a Director of
Standard Chartered Bank in January
2013. On 8 January 2015, it was
announced that Richard will be retiring
as Chief Risk Oficer from the Group
and as a Director of the Court of
Standard Chartered Bank during 2015.
Career: Richard qualiied as a
chartered accountant with Arthur
Andersen and Company. He went on
to become a member of the global
executive board of UBS’ investment
banking division, chaired the
operating committee and took
responsibility for programme and
regional management. Richard joined
Standard Chartered from the Old
Mutual Group, where he was chief
operating oficer of their global
inancial services division, based in
London and Boston. When Richard
joined the Group he was the Chief
Standard Chartered Annual Report 2014
Operating Oficer for the Wholesale
Banking business, before becoming
the Group Chief Risk Oficer, with
responsibility for managing credit,
market and operational risk across
the Group. Richard is a trustee of
the Global Association of Risk
Professionals.
Experience: Richard brings an
in-depth knowledge of the credit,
market and operational risk agenda
as well as experience across a wide
range of operational functions.
Jan Verplancke (51)
Chief Information Oficer and Group
Head of Technology and Operations
Jan joined Standard Chartered in
2004 and was appointed a Director
of Standard Chartered Bank in
January 2013. On 8 January 2015,
it was announced that Jan will be
retiring as Chief Information Oficer
and Group Head of Technology and
Operations from the Group and as a
Director of the Court of Standard
Chartered Bank during 2015.
Career: Jan joined Standard
Chartered from Dell where he was
chief information oficer – EMEA.
As well as having overall systems
responsibility for EMEA, he was
responsible for the expansion of new
markets and the consolidation of
Dell’s back-ofice operations. Jan is
responsible for all systems
development, technology support
and banking operations at Standard
Chartered. Jan is a non-executive
director of Scope International Private
Limited and Standard Chartered
Bank (China) Limited.
Experience: Jan brings signiicant
systems, operations and technical
expertise to the Group.
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Corporate governance
Exemplary governance supports our
decisions and guides our behaviours
“At Standard Chartered, our rich
heritage, culture and values remain
core to the way we do business”
Sir John Peace
Chairman
Dear Shareholder
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133
Directors’
report
The Nomination Committee was integrated with the
Governance Committee during the year, to create a single
This has been a dificult year as we continue to transition
Governance and Nomination Committee. This Committee
the Group back onto a trajectory of sustainable and
has been intensely focused on executive and non-executive
proitable growth, delivering returns above our cost of
succession, putting in place a number of changes to the
equity. This repositioning is taking place against an
Board’s composition in line with our multi-year plan to refresh
intensely challenging environment of structural change
the Board and reduce its overall size. In addition, the
within the banking industry, cyclical headwinds and a
Governance and Nomination Committee has remained focused
complex regulatory environment. As a Board we have
on ensuring that appropriate succession plans are in place
taken signiicant action to address our immediate
among the senior management team, supporting the execution
performance challenges and to reposition the Group
of the Group’s strategy. Through the ongoing delivery of our
for growth. We remain focused on raising the bar on
multi-year succession plan, we have continued to ensure that
conduct across every part of the Group, and have put
the Board and senior management have the knowledge, skills,
in place changes to the Board’s composition in line
experience and background to develop, challenge and support
with our broader multi-year succession plan.
our strategic ambitions, both now and in the future. More details
While we have been focused on shaping and executing the
on the activities of the Governance and Nomination Committee
refreshed strategy, we have also taken time to relect on and
can be found on pages 166 and 167.
sharpen our approach in respect to all aspects of the plan and
We recently announced that Peter Sands, our Group Chief
its execution. As a Board we have also rightly continued to ask
Executive, will be leaving the Group with effect from June 2015.
questions of the Group’s short-term performance and this will
Peter has made an immense contribution to the success of
remain a key item of discussion in the year ahead.
Standard Chartered and has had a transformative impact
At Standard Chartered, our rich heritage, culture and values
during his 13-year tenure both as Group Chief Executive and,
remain core to the way we do business, underpinning our
previously, as Group Finance Director. His leadership and
approach to everything we do and our commitment to be
insight, over a period of huge change and challenge for the
Here for good. However, we recognise that society’s trust in the entire industry, ensure he leaves the Group well placed to
banking industry remains fragile, and that conduct continues
achieve its full potential as one of the world’s leading inancial
to be a huge challenge for the industry. This is why the Board
institutions. On behalf of the Board, I would like to thank Peter
is committed to raising the bar in this area across every aspect
for his tremendous service to the Group throughout his tenure.
of the Group’s operations. We have committed signiicant
Bill Winters will join the Group in May 2015 and be appointed to
investment to our inancial crime and conduct agenda, including
the Board as Group Chief Executive with effect from June 2015.
surveillance system upgrades, people and training. We endorsed
Bill is a globally respected banker who brings substantial
the updated Group Code of Conduct and re-issued it in 2014,
inancial experience from leading a successful global business
requiring every employee across our markets to personally
as well as an exceptional understanding of the global regulatory
re-commit to it. We also established a new Board committee
and conduct environment. Alongside the Board, Bill will be
with a mandate focused speciically on inancial crime compliance
instrumental in executing our refreshed strategy and returning
matters. The Board Financial Crime Risk Committee became
the Group swiftly to sustainable and proitable growth.
effective on 1 January 2015, providing the Board with both
broader and deeper oversight than the previous Board
We also recently announced that Jaspal Bindra, Group
Regulatory Compliance Oversight Committee, and includes
Executive Director and Chief Executive Oficer, Asia, has
three external experts who bring invaluable experience.
decided to step down from the Board at the end of April 2015,
More details on this new committee, its membership and
and will be leaving Standard Chartered shortly thereafter. Jaspal
responsibilities can be found on page 169.
has made an enormous contribution to the Board and the wider
Group throughout his long and successful 16-year career.
Corporate governance
These changes follow on from previous executive changes to
the Board since last year, when we announced as part of the
strategic reorganisation that two of our executive directors,
Steve Bertamini and Richard Meddings, would step down
from the Board. They stepped down in March and June 2014
respectively. In July 2014, we were delighted to welcome
Andy Halford as our new Group Finance Director.
There have also been a number of changes to non-executive
representation on the Board since last year. We welcomed
Byron Grote to the Board in July 2014 as an independent
non-executive director. Byron brings considerable international,
business leadership and inancial experience to the Board.
It was with regret that, for personal reasons, John Paynter,
independent non-executive director, decided to step down with
effect from 31 December 2014 after six years on the Board.
Oliver Stocken, who agreed to remain on the Board for a short
period following John’s departure, retired from the Board in
February 2015 having served over 10 years as an independent
non-executive director. I would like to thank both John and
Oliver for their highly valuable contributions and commitment.
We announced in February 2015 the appointment to the
Board of two new independent non-executive directors,
Gay Huey Evans and Jasmine Whitbread. Between them
they bring extensive banking, risk, business leadership
and international experience with a deep knowledge and
understanding of our key markets. They also provide
further valuable diversity of insight and perspective to the
Board debate.
This year, the Remuneration Committee has been particularly
focused on responding to shareholder concerns raised at last
year’s annual general meeting in respect of directors’
remuneration and speciic elements of the remuneration policy.
The Remuneration Committee has undertaken a series of
consultations and meetings with representatives from over half
of our shareholder register to better understand the issues, and
has put in place measures to address these. More detail on the
activities of the Remuneration Committee and the policy can
be found on pages 170 to 209.
I am conident that the actions we have taken as a Board will
address our immediate performance challenges and reposition
the Group for its new phase of growth. The changes we have
put in place to the Board’s composition, in line with our broader
multi-year succession plan, fully support the ongoing execution
of our refreshed strategy. At the same time, we remain focused
on raising the bar on conduct across every part of the Group
and delivering on our commitment to be Here for good.
Sir John Peace
Chairman
At the same time, we also announced the retirement of our
two longest-standing independent non-executive directors,
Ruth Markland and Paul Skinner. Both Ruth and Paul have
been incredibly dedicated and supportive members of the
Board, providing wise counsel to the Group for over 10 years.
Finally, we announced at the same time that it is my intention to
step down from the Board during the course of 2016 after nine
years on the Board, with seven years as Chairman. This timing
will ensure Board-level continuity and allow suficient time for
Bill Winters to transition into his new role as Group Chief
Executive.
A diverse Board with a mixture of experience, skills and
perspectives is critical to ensuring that we remain an effective
Board. We continue to believe that diversity should be viewed in
its broadest sense and, at Standard Chartered, we have a long
history of diverse Board membership which continues to this
day. More detail on the diverse nature and make-up of our
Board can be found on pages 136 to 138.
134
Standard Chartered Annual Report 2014
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Our approach to governance disclosures
The role of the Board and its committees
Throughout this report we have sought to give an insight into
the importance placed on exemplary governance across the
Group and to demonstrate a genuine understanding of how
corporate governance supports our decisions and guides our
behaviours within Standard Chartered.
The Board is accountable for the long-term success of the
Group and is responsible for ensuring leadership within a
framework of effective controls, while approving the strategy,
and that the Group is suitably resourced to achieve its strategic
aspirations. In doing so, the Board considers its responsibilities
to, and the impact of its decisions on, the Group’s stakeholders
including the Group’s employees, shareholders, suppliers, the
environment and the communities in which it operates.
Code compliance
We apply the provisions of the UK Corporate Governance
Code 2012 issued by the Financial Reporting Council
(the ‘Code’). We also apply the Hong Kong Corporate
Governance Code as set out in Appendix 14 of the Hong
Kong Listing Rules and have complied with its code
provisions, save that the Board Risk Committee is
responsible for the oversight of internal control (other than
internal control over inancial reporting) and risk
management systems (Hong Kong Corporate Governance
Code provision C.3.3 paragraphs (f), (g) and (h)). If there
were no Board Risk Committee, these matters would be
the responsibility of the Audit Committee.
Subject to the below, the directors conirm that the Group
has complied with all of the provisions of the Code during
the year ended 31 December 2014. By way of explanation
we advise that:
Richard Meddings did not seek re-election at the 2014
AGM following an announcement made in January 2014
that he would step down from the Board in June 2014.
We have reviewed the new provisions set out in the UK
Corporate Governance Code 2014, which we are not
formally required to report against until December 2015.
Throughout this corporate governance report we have
provided a narrative statement of how governance
operates within the Group and our application of the
principles set out in the Hong Kong Listing Rules and the
main principles of the Code.
The Board also delegates authority for the operational
management of the Group’s business to the Group Chief
Executive or further delegation by him in respect of matters
which are necessary for the effective day-to-day running and
management of the business.
With the exception of the Governance and Nomination
Committee which, in keeping with the provisions of the UK
Corporate Governance Code, is chaired by the Group Chairman,
all of the Board committees are made up of independent
non-executive directors and play a key role in supporting the
Board. In addition to comprising ive independent non-executive
directors, the Board Financial Crime Risk Committee’s
membership includes three independent external advisors.
Further details of the changes to these committees, including
membership changes, can be found on pages 150 to 209, along
with an update from the Chairs on the work of their committees
during 2014.
The full schedule of matters reserved for the Board’s decision,
along with written terms of reference for all the Board’s
committees, can be viewed at sc.com
The Group conirms that it has adopted a code of conduct
regarding securities transactions by directors on terms no
less exacting than required by Appendix 10 of the Hong
Kong Listing Rules. Having made speciic enquiry of all
directors, the Group conirms that all directors have
complied with the required standards of the adopted code
of conduct.
Copies of the Code and the Hong Kong Corporate Governance
Code can be found at frc.org.uk and hkex.com.hk respectively
To the extent applicable, information required by paragraphs
13(2)(c), (d), (f), (h) and (i) of Schedule 7 of the Large and
Medium Sized Companies and Groups (Accounts and Reports)
Regulations 2008 is available in Other disclosures on
pages 210 to 218.
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135
Directors’
report
Oliver Stocken did not seek re-election at the 2014 AGM
as he was due to step down from the Board before the
end of 2014. However, following John Paynter stepping
down from the Board in December 2014 and to support
the smooth transition of the Board’s composition, Oliver
agreed to remain on the Board for a short period, before
stepping down on 28 February 2015.
The Board also delegates certain responsibilities to its
committees to assist it in carrying out its function of ensuring
independent oversight. The Board agreed a number of changes
to its committee structure during 2014 to ensure it is more
effectively aligned to support the work of the Board and provides
a more comprehensive framework of oversight. Details of the
changes are set out on pages 147 and 148.
Corporate governance
Board roles and key responsibilities
Chairman
Sir John Peace
Responsible for leading the Board and its overall effectiveness
and governance, promoting high standards of integrity across
the Group and ensuring effective communication between the
Board, management and shareholders/wider stakeholders.
Group Chief Executive
Peter Sands
Responsible for the management of all aspects of the Group’s
businesses, developing the strategy in conjunction with the
Chairman and the Board, and leading its implementation.
Senior Independent Director
Ruth Markland
Provides a sounding board for the Chairman and discusses
with shareholders and other stakeholders concerns that are
unable to be resolved through the normal channels or where
such contact would be inappropriate.
Independent non-executive directors
See pages 128 to 131
Provide an independent perspective, constructive challenge
and monitor the performance and delivery of the strategy
within the risk and controls set by the Board.
The roles of the Chairman and Group Chief Executive are quite
distinct from one another and are clearly deined in fuller role
descriptions that can be viewed at sc.com
Who is on our Board
Scheduled
meetings
in 2014*
Name of director
AGM†
Chairman
Sir John Peace
9/9
1/1
9/9
1/1
A M G Rees
9/9
1/1
A N Halford (appointed 1 July 2014)
4/4
n/a
J S Bindra
9/9
1/1
V Shankar
9/9
1/1
O P Bhatt
9/9
1/1
Chief Executive
P A Sands
Executive Directors
Non-Executive Directors
Dr K M Campbell
8/9
1/1
Dr L Cheung
9/9
1/1
Dr B E Grote (appointed 1 July 2014)
4/4
n/a
1
C M Hodgson
9/9
1/1
N Kheraj (appointed 1 January 2014)
9/9
1/1
S J Lowth
9/9
1/1
R Markland
9/9
1/1
Dr Han Seung-soo, KBE
9/9
1/1
P D Skinner, CBE
8/9
1/1
Dr L H Thunell
9/9
1/1
2
Board composition and meetings
Directors who stepped down during 2014/2015
The Board meets regularly throughout the year. It held nine
scheduled meetings in 2014, including two overseas visits, to
Malaysia and Singapore. Individual attendance is set out in the
table on this page. In addition to the many substantial strategy
discussions throughout the year, the Board held a two-day
offsite strategy session in June 2014 in which it had a
systematic and comprehensive discussion around the strategy
and the direction of the Group. An overview of the key areas of
discussion can be found on page 139.
M Ewing (stepped down 31 January 2014)
0/13
n/a
S P Bertamini (stepped down 31 March 2014)
2/2
n/a
J F T Dundas (stepped down 1 May 2014)
0/3
n/a
R H P Markham (stepped down 1 May 2014)
3/3
n/a
R H Meddings (stepped down 30 June 2014)
5/5
1/1
J G H Paynter (stepped down 31 December 2014)
8/95
1/1
O H J Stocken, CBE (stepped down 28 February 2015)
9/9
1/1
The Board, at the time of approval of the Annual Report and
Accounts on 4 March 2015, comprised 17 directors: the
Chairman, ive executive directors and 11 independent
non-executive directors. Details on the diverse make-up of the
Board can be found on page 138. A list of individual directors
and their biographies are set out on pages 128 to 131, including
details of the membership of the Board’s committees.
Notes
1. Kurt Campbell was unable to attend the meeting on 30 July 2014 due to immovable
personal commitments
2. Paul Skinner was unable to attend the meeting on 17 September 2014 due to prior
business commitments
3. Margaret Ewing was unable to attend the meeting on 28 January 2014 due to ill health
4. Jamie Dundas was unable to attend the meetings on 28 January 2014, 26 February 2014
and 1 April 2014 due to ill health
5. John Paynter was unable to attend the meeting on 28 January 2014 due to prior
business commitments
* The Board held nine scheduled meetings in 2014, exceeding the requirement of the
Hong Kong Corporate Governance Code, which requires every listed issuer to hold
board meetings at least four times a year
† In 2014, the Group held one general meeting, its AGM on 8 May 2014, which was
attended by all of the directors. All directors were proposed for annual (re)election in
2014, with the exception of Richard Meddings, who stepped down on 30 June 2014,
and Oliver Stocken, who had been due to step down at the end of 2014. All directors
who stood for (re)election were successfully (re)elected
During the year the Chairman met privately with the Senior
Independent Director and independent non-executive direc
skills education to transform the lives of adolescent girls, was launched
in Nigeria in 2011 and has since expanded, helping more than 58,000 girls
126
Standard Chartered Annual Report 2014
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Directors’ report
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Board of directors
128
Senior management
132
Corporate governance
133
Directors’ remuneration report
170
Other disclosures
210
Statement of directors’ responsibilities
219
127
Board of directors
Sir John Peace
Peter Sands
Mike Rees
Andy Halford
Chairman
Group Chief Executive
Deputy Chief Executive
Group Finance Director
Jaspal Bindra
V Shankar
Ruth Markland
Om Bhatt
Group Executive Director & Chief
Executive Oficer, Asia
Group Executive Director & Chief
Executive Oficer – Europe, Middle East,
Africa and Americas
Senior Independent Director
Independent Non‑Executive Director
Dr Kurt Campbell
Dr Louis Cheung
Dr Byron Grote
Christine Hodgson
Independent Non‑Executive Director
Independent Non‑Executive Director
Independent Non‑Executive Director
Independent Non‑Executive Director
Naguib Kheraj
Simon Lowth
Dr Han Seung-soo, KBE
Paul Skinner, CBE
Independent Non‑Executive Director
Independent Non‑Executive Director
Independent Non‑Executive Director
Independent Non‑Executive Director
Dr Lars Thunell
Annemarie Durbin
Independent Non‑Executive Director
Group Company Secretary
The Board is accountable for ensuring that, as a collective
body, it has the appropriate skills, knowledge and experience
to perform its role effectively. It provides leadership through
oversight and review and by providing guidance whilst setting
the strategic direction.
128
Standard Chartered Annual Report 2014
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Sir John Peace (66)
Chairman
Sir John was appointed to the Board
as Deputy Chairman in 2007,
becoming Group Chairman in 2009.
On 26 February 2015, it was
announced that Sir John intends to
step down from the Board during the
course of 2016.
Career: Sir John joined the board of
GUS plc in 1997, of which Burberry
and Experian were a part, becoming
chief executive from 2000 until 2006.
In 2002, Burberry was loated on the
London Stock Exchange with Sir John
as its chairman, a position he
continues to hold. In 2006, Sir John
was appointed chairman of Experian
following the demerger of GUS plc,
a position he held until he stepped
down in July 2014. Sir John is
committed to supporting his local
community and has a long-standing
interest in education. He chaired the
board of governors of Nottingham
Trent University for 10 years, has been
a trustee of the Djanogly City
Academy in Nottingham since 1999,
is Lord-Lieutenant of Nottinghamshire
and a fellow of the Royal Society of
Arts. Sir John has an honorary
doctorate from the University of
Nottingham and was knighted in 2011
for services to business and the
voluntary sector.
Committees: Chair of the
Governance and Nomination
Committee
Peter Sands (53)
Group Chief Executive
Peter was appointed to the Board as
Group Finance Director in May 2002,
becoming Group Chief Executive in
November 2006. On 26 February
2015, it was announced that Peter will
step down from the Board and as
Group Chief Executive in June 2015.
Career: Peter began his career at the
UK Foreign and Commonwealth
Ofice before joining the worldwide
consultants McKinsey & Company in
1988, where he became partner in
1996 and director in 2000, working
extensively in the banking and
technology sectors in a wide range of
international markets. Peter joined the
Board of Standard Chartered PLC as
Group Finance Director with
responsibility for Finance, Strategy,
Risk, and Technology and Operations,
before becoming Chief Executive.
Peter is the lead non-executive
director of the Department of Health.
Based in London.
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Mike Rees (59)
Deputy Chief Executive
Mike was appointed to the Board as
Chief Executive Oficer, Wholesale
Banking in August 2009, becoming
Deputy Chief Executive in April 2014.
Career: Mike held several roles in
inance at JP Morgan before joining
Standard Chartered in 1990 as the
Chief Financial Oficer for Global
Treasury, becoming the Regional
Treasurer in Singapore, responsible
for the South East Asia Treasury
businesses. Mike was later appointed
Group Head of Global Markets and
Chief Executive, Wholesale Banking,
responsible for all commercial banking
products in addition to his
responsibilities for global markets
products. He was appointed Deputy
Chief Executive in 2014, responsible
for the integrated Wholesale and
Consumer Banking business. Mike
is a member of the International
Advisory Board of Mauritius and the
mayor of Rome’s business advisory
council. Based in London.
Experience: Mike is a qualiied
chartered accountant and brings
extensive and wide-ranging
international banking experience.
Andy Halford (55)
Group Finance Director
Andy was appointed to the Board as
Group Finance Director in July 2014.
Career: Andy was group inance
director at East Midlands Electricity
plc prior to joining Vodafone in 1999
as inancial director for Vodafone
Limited, the UK operating company.
In 2001, Andy was appointed inancial
director for Vodafone’s Northern
Europe, Middle East and Africa region
and later the chief inancial oficer of
Verizon Wireless in the US. He was
a member of the board of
representatives of the Verizon
Wireless Partnership. Andy was
appointed chief inancial oficer in
2005, a position he held for nine
years. As Group Finance Director at
Standard Chartered, Andy is
responsible for Finance, Corporate
Treasury, Group Corporate
Development and Strategy functions.
Andy is a non-executive director at
Marks and Spencer Group plc and a
member of the Business Forum on
Tax and Competitiveness. Based in
London.
Experience: Andy has a strong
inance background and deep
experience of managing a complex
international business across dynamic
and changing markets.
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Jaspal Bindra (54)
Group Executive Director & Chief
Executive Oficer, Asia
Jaspal was appointed to the Board in
January 2010. On 26 February 2015,
it was announced that Jaspal will step
down from the Board on 30 April 2015.
Career: Jaspal began his career with
Bank of America in 1984, working
across treasury markets and
consumer banking in India and
Singapore, before joining UBS
Investment Bank. Jaspal joined
Standard Chartered in 1998 and has
held senior positions in the Group
such as Global Head of Client
Relationship for Wholesale Bank and
Chief Executive Oficer for India,
before joining the Board as Chief
Executive Oficer, Asia. He is a
non-executive director at Reckitt
Benckiser Group plc, a member of the
board of governors of XLRI Business
School, a member of the City of
London Advisory Council for India and
a director of the US-India Business
Council. Based in Hong Kong.
Experience: Jaspal brings
wide-ranging international banking
experience.
V Shankar (57)
Group Executive Director & Chief
Executive Oficer – Europe, Middle
East, Africa and Americas
Shankar was appointed to the Board
in January 2012.
Career: Shankar spent 19 years at
Bank of America before joining
Standard Chartered in 2001 as Group
Head of Corporate Finance. He was
appointed Group Head of Origination
and Client Coverage in 2007 and
promoted to his current role in 2010.
Shankar is a non-executive director
of Majid Al Futtaim Holding LLC, a
trustee of the Asia Society, New York
and a member of the board of
trustees of the Singaporean Indian
Development Association. Based in
the UAE.
Experience: Shankar brings
wide-ranging international banking
experience.
Ruth Markland (62)
Senior Independent Director
Ruth was appointed to the Board in
November 2003 and became Senior
Independent Director in July 2013.
On 26 February 2015, it was
announced that, having served as an
independent non-executive director
for over 11 years, Ruth will step down
from the Board by the end of 2015.
She will step down as Remuneration
Committee Chair with effect from
the conclusion of the AGM on
6 May 2015.
Career: Ruth joined Freshields
Bruckhaus Deringer in 1977 working
in both London and Singapore,
becoming partner in 1983. Between
1996 and 2003, Ruth was managing
partner in Asia, responsible for the
irm’s eight ofices across the region.
Ruth is the senior independent
director and chair of the remuneration
committee at The Sage Group plc
and member of the supervisory board
of Arcadis NV. Until November 2012,
Ruth served as chair of the board of
trustees of the WRVS charity.
Experience: Ruth brings signiicant
expertise in Asia and a deep
understanding of the legal and
regulatory environment.
Committees: Chair of the
Remuneration Committee, member of
the Audit Committee, the Governance
and Nomination Committee and the
Board Financial Crime Risk
Committee
Om Bhatt (63)
Independent Non‑Executive Director
Om was appointed to the Board in
January 2013.
Career: In a career spanning 38 years
with the State Bank of India (SBI),
India’s largest commercial bank, Om
held a number of roles, beginning with
the lead bank department, which
pioneered inancial inclusion. He led
the project team that pioneered SBI’s
technology initiative in the 1990s,
undertook assignments at SBI’s
London and Washington ofices and
held general management roles
between 2004 and 2006. He became
managing director of SBI in 2006,
culminating in his appointment as
chairman of the State Bank Group,
until he stepped down in 2011. Om
has also served as chairman of the
Indian Banks’ Association and was
an independent non-executive
director of Oil and Natural Gas
Corporation before stepping down
in December 2014. Om is an
independent non-executive director
of Hindustan Unilever Ltd, Tata Steel,
Tata Consultancy Services and
governor of the board of the Center
for Creative Leadership.
Experience: Om brings extensive
banking, inancial services and
leadership acumen, with deep
knowledge and experience across
India, one of our largest markets.
Committees: Member of the Board
Risk Committee
Dr Kurt Campbell (57)
Independent Non‑Executive Director
Kurt was appointed to the Board in
June 2013.
Career: Kurt has served in several
capacities in the US government,
including deputy assistant secretary
of defense for Asia and Paciic Affairs
and director on the National Security
Council Staff in the White House.
From 2003 to 2009, Kurt was the
129
Directors’
report
Experience: Sir John has a strong
inancial services and retailing
background as well as signiicant
board and chairmanship experience,
in addition to extensive international
experience and exemplary
governance credentials.
Experience: Peter brings extensive
executive and strategic leadership
experience and a deep understanding
of international banking and the
regulatory environment.
Board of directors
founder and chairman of StratAsia,
a strategic advisory irm focused on
Asia. From 2009 to 2013, Kurt served
as the US Assistant Secretary of State
for East Asian and Paciic Affairs. He
was widely credited as being a key
architect of the ‘pivot to Asia’. Kurt
was a central igure in advancing the
US-China relationship, building
stronger ties to Asian allies, and in the
opening of Myanmar. Previously, Kurt
was the chief executive oficer and
co-founder of the Center for a New
American Security. Kurt was also an
associate professor at Harvard’s John
F Kennedy School of Government. He
is chairman and chief executive oficer
of The Asian Group LLC, a strategic
advisory and investment group
specialising in the Asia Paciic region.
Experience: Kurt has a wealth of
experience of the US political
environment and signiicant
experience of some of our key
markets, notably across Asia.
Committees: Member of the Brand,
Values and Conduct Committee
Dr Louis Cheung (51)
Independent Non‑Executive Director
Louis was appointed to the Board in
January 2013.
Career: Louis was a global partner of
McKinsey & Company and a leader in
its Asia Paciic inancial institutions
practice prior to joining Ping An
Insurance Group in 2000. Louis
worked in several senior roles at Ping
An, including chief inancial oficer,
before becoming group president in
2003 and executive director from
2006 to 2011. Louis is currently the
chief executive oficer of Boyu Capital
Advisory Co, independent
non-executive director of Fubon
Financial Holding Company and a
Fellow and council member of the
Hong Kong Management Association.
Experience: Louis brings broad
inancial services and investor
relations credentials, particularly, in
a Greater China context.
Committees: Member of the
Remuneration Committee
Dr Byron Grote (66)
Independent Non‑Executive Director
Byron was appointed to the Board in
July 2014.
Career: Byron spent nine years at
Standard Oil of Ohio prior to it being
acquired by BP plc in 1987. From
1988 to 2000, Byron worked across
BP in a variety of commercial,
operational and executive roles. He
was appointed chief executive oficer
of BP Chemicals and a managing
director of BP plc in 2000, with
regional group-level accountability for
BP’s activities in Asia from 2001 to
2006. Byron was chief inancial oficer
of BP plc from 2002 until 2011,
130
subsequently serving as BP’s
executive vice president, corporate
business activities, from 2012 to 2013
with responsibility for the group’s
integrated supply and trading
activities, alternative energy, shipping
and technology. Byron is currently a
non-executive director and chair of
the audit committee at Unilever plc
and Unilever NV and will step down
from its board at the end of April 2015.
Byron is also a non-executive director
and audit committee chair at Anglo
American plc, and a non-executive
director on the supervisory board at
Akzo Nobel NV. Byron will join the
board of Tesco PLC as a
non-executive director from 1 May
2015. He is also a member of the
European Audit Committee
Leadership Network and an emeritus
member of the Cornell Johnson
School Advisory Council at Cornell
University.
Experience: Byron brings broad
commercial, inancial and international
experience.
Committees: Member of the Audit
Committee and the Brand, Values and
Conduct Committee
Christine Hodgson (50)
Independent Non‑Executive Director
Christine was appointed to the Board
in September 2013. On 26 February
2015, it was announced that Christine
will be appointed as Remuneration
Committee Chair with effect from
7 May 2015.
Career: Christine held a number of
senior positions at Coopers & Lybrand
and was corporate director of Ronson
plc before joining Capgemini in 1997,
where she has held a variety of roles
including chief inancial oficer for
Capgemini UK plc and chief executive
oficer of technology services for
North West Europe, before being
appointed chair of Capgemini UK plc.
Christine is a non-executive director of
Ladbrokes plc and sits on the board
of two charities: The Prince of Wales’
Business in the Community and
MacIntyre Care. In February 2015,
Christine was appointed chair of a
new government-backed careers and
enterprise company, Enterprise for
Education Limited, aiming to inspire
and prepare young people for the
world of work.
Experience: Christine brings strong
business leadership, inance,
accounting and technology
experience.
Committees: Member of the Audit
Committee, the Remuneration
Committee, the Brand, Values and
Conduct Committee and the Board
Financial Crime Risk Committee
Standard Chartered Annual Report 2014
Naguib Kheraj (50)
Independent Non‑Executive Director
portfolio and risk management and
strategy.
Naguib was appointed to the Board in
January 2014.
Committees: Chair of the Board
Financial Crime Risk Committee
Career: Naguib began his career in
banking at Salomon Brothers in 1986
and went on to hold a number of
senior positions at Robert Fleming,
Barclays, JP Morgan Cazenove and
Lazard. Over the course of 12 years
at Barclays, Naguib served as group
inance director and vice-chairman
and in various business leadership
positions in Wealth Management,
Institutional Asset Management and
Investment Banking. Naguib was
also a Barclays nominated
non-executive director of Absa Group
in South Africa, and of First
Caribbean International Bank. He
was chief executive oficer of JP
Morgan Cazenove, a leading
London-based investment banking
business. Naguib is a former
non-executive director of NHS
England and has served as a senior
advisor to Her Majesty’s Revenue
and Customs Service and to the
Financial Services Authority in the
UK. Naguib is currently a nonexecutive director of Rothesay Life,
a specialist pensions insurer, and a
member of the investment committee
of Wellcome Trust. He spends the
majority of his time as a senior
advisor to the Aga Khan
Development Network and serves on
the boards of various entities within
the Aga Khan Development Network.
Experience: Naguib brings
signiicant banking and inance
experience.
Committees: Chair of the Audit
Committee, member of the
Governance and Nomination
Committee, the Board Risk
Committee and the Board Financial
Crime Risk Committee
Simon Lowth (53)
Independent Non‑Executive Director
Simon was appointed to the Board in
May 2010.
Career: Simon spent 15 years with
the global management consultancy,
McKinsey & Company, latterly as a
senior director responsible for the
irm’s UK industrial practice, where
he advised leading multi-national
companies on a wide range of
strategic, inancial and operational
issues. He joined Scottish Power PLC
in 2003 as executive director
corporate strategy and development,
becoming inance director two years
later. Simon was chief inancial oficer
of AstraZeneca PLC from 2007 until
2013, when he was appointed chief
inancial oficer and executive director
at BG Group.
Experience: Simon brings signiicant
expertise in inance, capital allocation,
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Dr Han Seung-soo, KBE (78)
Independent Non‑Executive Director
Dr Han was appointed to the Board in
January 2010.
Career: Dr Han is a former prime
minister of the Republic of Korea. He
has a distinguished political,
diplomatic and administrative career,
serving as deputy prime minister and
minister of inance, foreign affairs, and
industry and trade before serving as
prime minister from 2008 to 2009. He
also served as Korean ambassador to
the United States, chief of staff to the
president, president of the 56th
Session of the United Nations General
Assembly, special envoy of the UN
Secretary-General on Climate Change
and chairman of the 2009
Organisation for Economic
Cooperation and Development
Ministerial Council Meeting in Paris.
Dr Han sits on a number of advisory
boards and is currently the United
Nations Secretary-General’s Special
Envoy for Disaster Risk Reduction and
Water, the UN Secretary-General’s
Advisory Board on Water and
Sanitation, is the founding chair of the
High-Level Experts and Leaders’
Panel on Water and Disaster, is the
co-chair of the Water Advisory Group
at the Asian Development Bank and
co-chairman of the International
Finance Forum of China.
Experience: Dr Han is a
distinguished economist and has a
strong geo-political background,
bringing valuable knowledge of Asia
and its economies.
Committees: Member of the Brand,
Values and Conduct Committee
Paul Skinner, CBE (70)
Independent Non‑Executive Director
Paul was appointed to the Board in
November 2003. On 26 February
2015, it was announced that, having
served as an independent
non-executive director for over 11
years, Paul will step down from the
Board by the end of 2015.
Career: Paul was formerly a director
of The Shell Transport and Trading
Company plc and group managing
director of the Royal Dutch/Shell
Group of companies. During his Shell
career he worked in all of Shell’s main
businesses, with assignments in the
UK, Greece, Nigeria, New Zealand
and Norway. Paul was chairman of
Rio Tinto Plc from 2003 to 2009 and
chairman of Infrastructure UK, within
HM Treasury between 2009 and 2013.
Paul was a UK business ambassador
from 2008 to 2012. He also served as
a member of the Defence Board of
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the Ministry of Defence and as
chairman of both the Commonwealth
Business Council and International
Chamber of Commerce UK. Paul is
currently chairman of the MoD’s
Defence Equipment and Support
entity, a non-executive director of the
Tetra Laval Group and L’Air Liquide
SA, and is a member of the public
interest body of PwC and of the
advisory body of Norton Rose
Fulbright LLP.
Experience: Paul has extensive
experience of customer-facing global
businesses across our geographical
footprint and of managing a large
global commodities trading business.
He has also served in major public
sector roles.
Committees: Chair of the Brand,
Values and Conduct Committee.
Member of the Remuneration
Committee, the Board Risk
Committee and the Governance and
Nomination Committee
Dr Lars Thunell (66)
Independent Non‑Executive Director
Lars was appointed to the Board in
November 2012.
Annemarie was appointed in 2007.
Career: Annemarie has a bachelor’s
degree in commerce, is a qualiied
lawyer and has an MSc in executive
coaching. She joined Standard
Chartered in 1995, holding senior
roles in Wholesale Banking, including
Head of Financial Institutions for
Europe and Africa, and had global
responsibility for the Development
Organisation client segment.
Annemarie held Consumer Banking
head roles in the Philippines and
Thailand and was Chief Executive
Oficer in both countries. Since
returning to the UK in 2006,
Annemarie has held a number of
group support function roles,
including Head of Resourcing and
Reward (within Human Resources)
and Group Head of Corporate Affairs.
Currently, in addition to being the
Group Company Secretary,
Annemarie’s role also covers the
Global Corporate Secretariat function,
the Group’s Corporate Real Estate
Services function and administrative
oversight of the Group’s Internal Audit
function. Annemarie is the Group’s
executive sponsor for our diversity
and inclusion and Living with HIV
programmes. Annemarie is a
non-executive director of WHSmith
PLC and member of its audit,
remuneration and nomination
committees.
Experience: Annemarie brings
signiicant international banking and
inancial services experience,
together with a deep understanding
of the legal, regulatory and
governance environment.
On 26 February 2015, we announced a number of new
appointments to the Board. Bill Winters will join the Group
ahead of his appointment to the Board as Group Chief
Executive in June 2015, replacing Peter Sands. In addition,
Gay Huey Evans and Jasmine Whitbread will join the Board
as independent non-executive directors with effect from
1 April 2015. A full biography for Gay Huey Evans and Jasmine
Whitbread can be found in the 2015 Notice of Annual General
Meeting.
Bill Winters (53) is a career banker with signiicant front-line global
banking experience and a proven track record of leadership and
inancial success. He has extensive experience of working in emerging
markets and a proven record in spotting and nurturing talent. Bill began
his career with JP Morgan Chase, becoming one of the top ive most
senior executives at JP Morgan, and went on to become co-chief
executive oficer of the investment bank from 2004 until he stepped
down in 2009. Bill was the only career banker to be invited to be a
committee member of the Independent Commission on Banking,
established by the UK government in 2010 to recommend ways to
improve competition and inancial stability in banking. Subsequently,
Bill also served as advisor to the Parliamentary Commission on
Banking Standards and was asked by the Court of the Bank of England
to complete an independent review of the Bank’s liquidity operations.
Bill is an independent non-executive director of Novartis International AG
and was previously a non-executive director of RIT Capital Partners Plc.
Gay Huey Evans (60) is an experienced non-executive director with
signiicant commercial, inancial services and regulatory experience,
having spent 26 years working in a variety of executive roles in a number
of global inance and banking institutions. Gay is a non-executive director
at Aviva plc, ConocoPhillips, Bank Itau BBA International Limited and
deputy chair of the Financial Reporting Council. She was previously
a non-executive director of London Stock Exchange Group PLC.
Jasmine Whitbread (51) has signiicant business leadership
experience as well as irst-hand experience of operating across our
markets. Jasmine is the chief executive oficer of Save the Children
International, a role she has held since 2010, with extensive experience
and a deep understanding of operating successfully in highly regulated,
political and unpredictable environments. Jasmine is a non-executive
director of BT Group plc.
Directors’
report
Career: Lars was president and chief
executive oficer of Securum, the
Swedish Government ‘bad bank’,
from 1992 to 1994, chief executive
oficer of Trygg-Hansa from 1994 to
1997 and chief executive oficer of
SEB, Sweden’s leading corporate
bank, from 1997 to 2005. Until June
2012, Lars was chief executive oficer
and executive vice president of the
International Finance Corporation
(IFC), a member of the World Bank
Group. In this role, Lars led the IFC’s
overall strategic direction in its mission
to promote sustainable private sector
development. Lars has held a number
of non-executive directorships and
been chairman of the Swedish
Bankers Association. Lars is currently
a senior advisor to the Blackstone
Group, a director of Kosmos Energy,
a non-executive director and vice
chairman of Sithe Global LLP, a
director of Fisterra Energy LLP and
chairman of Global Water
Development Partners – all part of the
Blackstone Group. He is also a board
member of the Middle East
Investment Initiative and Access
Health International, both independent
non-proit organisations, and
chairman of Africa Risk Capacity
Limited.
Annemarie Durbin (51)
Group Company Secretary
Experience: Lars has a highly
developed understanding of banking
and risk management in a inancial
services context.
Committees: Chair of the Board Risk
Committee and member of the Audit
Committee, the Governance and
Nomination Committee and the Board
Financial Crime Risk Committee
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131
Senior management
Tracy Clarke
David Fein
Richard Goulding
Jan Verplancke
The senior management of the Group is made up of the Court of Standard Chartered Bank
(the ‘Court’), David Fein, in his capacity as Group General Counsel, and Annemarie Durbin
(see page 131), in her capacity as Group Head, Independent Governance and Workplace.
As at 4 March 2015, the Court comprises the executive directors of Standard Chartered PLC,
Tracy Clarke, Richard Goulding and Jan Verplancke.
Tracy Clarke (48)
Director, Compliance, People and
Communication
Tracy joined Standard Chartered in
1985. She was appointed a Director
of Standard Chartered Bank in
January 2013.
Career: Tracy spent her early career
in Wholesale Banking operations and
client relationship roles both in the UK
and Hong Kong, before going on to
become Head of the Group Chief
Executive’s Ofice and later Group
Head of Corporate Affairs. In 2006,
Tracy became Group Head of Human
Resources. Her portfolio was
expanded in January 2010 to
encompass Group Head of Corporate
Affairs and in April 2013 she took on
the additional responsibility for Legal
and Compliance. Tracy is an
independent non-executive director of
Sky Plc and chair of its remuneration
committee. She is a trustee of
WORKing for YOUth, a charity
working with business to create job
opportunities for young people. Tracy
is a member of the Institute of
Financial Services and a fellow of the
Chartered Institute of Personnel and
Development.
Experience: Tracy brings a wide
range of managerial and operational
experience across corporate affairs,
brand and marketing, media
relations, human resources and legal
and compliance.
David Fein (54)
Group General Counsel
David joined Standard Chartered in
September 2013.
Career: Before joining
Standard Chartered, David was
United States Attorney for the District
of Connecticut, appointed by
President Obama and conirmed by
the United States Senate. In that
capacity, he was appointed Vice
Chair of the Attorney General’s
Advisory Committee’s White-Collar
Crime sub-committee. Earlier in his
132
career, David was an Assistant
United States Attorney for the
Southern District of New York and
served as Deputy Chief of the
Criminal Division and Counsel to the
United States Attorney. David also
served as Associate White House
Counsel; a partner at the law irm
of Wiggin and Dana; and Visiting
Lecturer in Law at Yale Law School.
David is a key advisor to the Board
of Standard Chartered PLC and the
Court of Standard Chartered Bank
on all material legal matters.
In July 2014, David was appointed
Chair of Seeing is Believing,
Standard Chartered’s global initiative
tackling avoidable blindness. He also
sits on the boards of Guiding Eyes
for the Blind and Derek Jeter’s Turn 2
Foundation.
Experience: David brings a wealth
of legal knowledge and experience
alongside a deep understanding of
the US legal system, having held a
number of signiicant roles in the US
Government.
Richard Goulding (55)
Group Chief Risk Oficer
Richard joined Standard Chartered in
2002 and was appointed a Director of
Standard Chartered Bank in January
2013. On 8 January 2015, it was
announced that Richard will be retiring
as Chief Risk Oficer from the Group
and as a Director of the Court of
Standard Chartered Bank during 2015.
Career: Richard qualiied as a
chartered accountant with Arthur
Andersen and Company. He went on
to become a member of the global
executive board of UBS’ investment
banking division, chaired the
operating committee and took
responsibility for programme and
regional management. Richard joined
Standard Chartered from the Old
Mutual Group, where he was chief
operating oficer of their global
inancial services division, based in
London and Boston. When Richard
joined the Group he was the Chief
Standard Chartered Annual Report 2014
Operating Oficer for the Wholesale
Banking business, before becoming
the Group Chief Risk Oficer, with
responsibility for managing credit,
market and operational risk across
the Group. Richard is a trustee of
the Global Association of Risk
Professionals.
Experience: Richard brings an
in-depth knowledge of the credit,
market and operational risk agenda
as well as experience across a wide
range of operational functions.
Jan Verplancke (51)
Chief Information Oficer and Group
Head of Technology and Operations
Jan joined Standard Chartered in
2004 and was appointed a Director
of Standard Chartered Bank in
January 2013. On 8 January 2015,
it was announced that Jan will be
retiring as Chief Information Oficer
and Group Head of Technology and
Operations from the Group and as a
Director of the Court of Standard
Chartered Bank during 2015.
Career: Jan joined Standard
Chartered from Dell where he was
chief information oficer – EMEA.
As well as having overall systems
responsibility for EMEA, he was
responsible for the expansion of new
markets and the consolidation of
Dell’s back-ofice operations. Jan is
responsible for all systems
development, technology support
and banking operations at Standard
Chartered. Jan is a non-executive
director of Scope International Private
Limited and Standard Chartered
Bank (China) Limited.
Experience: Jan brings signiicant
systems, operations and technical
expertise to the Group.
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Corporate governance
Exemplary governance supports our
decisions and guides our behaviours
“At Standard Chartered, our rich
heritage, culture and values remain
core to the way we do business”
Sir John Peace
Chairman
Dear Shareholder
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133
Directors’
report
The Nomination Committee was integrated with the
Governance Committee during the year, to create a single
This has been a dificult year as we continue to transition
Governance and Nomination Committee. This Committee
the Group back onto a trajectory of sustainable and
has been intensely focused on executive and non-executive
proitable growth, delivering returns above our cost of
succession, putting in place a number of changes to the
equity. This repositioning is taking place against an
Board’s composition in line with our multi-year plan to refresh
intensely challenging environment of structural change
the Board and reduce its overall size. In addition, the
within the banking industry, cyclical headwinds and a
Governance and Nomination Committee has remained focused
complex regulatory environment. As a Board we have
on ensuring that appropriate succession plans are in place
taken signiicant action to address our immediate
among the senior management team, supporting the execution
performance challenges and to reposition the Group
of the Group’s strategy. Through the ongoing delivery of our
for growth. We remain focused on raising the bar on
multi-year succession plan, we have continued to ensure that
conduct across every part of the Group, and have put
the Board and senior management have the knowledge, skills,
in place changes to the Board’s composition in line
experience and background to develop, challenge and support
with our broader multi-year succession plan.
our strategic ambitions, both now and in the future. More details
While we have been focused on shaping and executing the
on the activities of the Governance and Nomination Committee
refreshed strategy, we have also taken time to relect on and
can be found on pages 166 and 167.
sharpen our approach in respect to all aspects of the plan and
We recently announced that Peter Sands, our Group Chief
its execution. As a Board we have also rightly continued to ask
Executive, will be leaving the Group with effect from June 2015.
questions of the Group’s short-term performance and this will
Peter has made an immense contribution to the success of
remain a key item of discussion in the year ahead.
Standard Chartered and has had a transformative impact
At Standard Chartered, our rich heritage, culture and values
during his 13-year tenure both as Group Chief Executive and,
remain core to the way we do business, underpinning our
previously, as Group Finance Director. His leadership and
approach to everything we do and our commitment to be
insight, over a period of huge change and challenge for the
Here for good. However, we recognise that society’s trust in the entire industry, ensure he leaves the Group well placed to
banking industry remains fragile, and that conduct continues
achieve its full potential as one of the world’s leading inancial
to be a huge challenge for the industry. This is why the Board
institutions. On behalf of the Board, I would like to thank Peter
is committed to raising the bar in this area across every aspect
for his tremendous service to the Group throughout his tenure.
of the Group’s operations. We have committed signiicant
Bill Winters will join the Group in May 2015 and be appointed to
investment to our inancial crime and conduct agenda, including
the Board as Group Chief Executive with effect from June 2015.
surveillance system upgrades, people and training. We endorsed
Bill is a globally respected banker who brings substantial
the updated Group Code of Conduct and re-issued it in 2014,
inancial experience from leading a successful global business
requiring every employee across our markets to personally
as well as an exceptional understanding of the global regulatory
re-commit to it. We also established a new Board committee
and conduct environment. Alongside the Board, Bill will be
with a mandate focused speciically on inancial crime compliance
instrumental in executing our refreshed strategy and returning
matters. The Board Financial Crime Risk Committee became
the Group swiftly to sustainable and proitable growth.
effective on 1 January 2015, providing the Board with both
broader and deeper oversight than the previous Board
We also recently announced that Jaspal Bindra, Group
Regulatory Compliance Oversight Committee, and includes
Executive Director and Chief Executive Oficer, Asia, has
three external experts who bring invaluable experience.
decided to step down from the Board at the end of April 2015,
More details on this new committee, its membership and
and will be leaving Standard Chartered shortly thereafter. Jaspal
responsibilities can be found on page 169.
has made an enormous contribution to the Board and the wider
Group throughout his long and successful 16-year career.
Corporate governance
These changes follow on from previous executive changes to
the Board since last year, when we announced as part of the
strategic reorganisation that two of our executive directors,
Steve Bertamini and Richard Meddings, would step down
from the Board. They stepped down in March and June 2014
respectively. In July 2014, we were delighted to welcome
Andy Halford as our new Group Finance Director.
There have also been a number of changes to non-executive
representation on the Board since last year. We welcomed
Byron Grote to the Board in July 2014 as an independent
non-executive director. Byron brings considerable international,
business leadership and inancial experience to the Board.
It was with regret that, for personal reasons, John Paynter,
independent non-executive director, decided to step down with
effect from 31 December 2014 after six years on the Board.
Oliver Stocken, who agreed to remain on the Board for a short
period following John’s departure, retired from the Board in
February 2015 having served over 10 years as an independent
non-executive director. I would like to thank both John and
Oliver for their highly valuable contributions and commitment.
We announced in February 2015 the appointment to the
Board of two new independent non-executive directors,
Gay Huey Evans and Jasmine Whitbread. Between them
they bring extensive banking, risk, business leadership
and international experience with a deep knowledge and
understanding of our key markets. They also provide
further valuable diversity of insight and perspective to the
Board debate.
This year, the Remuneration Committee has been particularly
focused on responding to shareholder concerns raised at last
year’s annual general meeting in respect of directors’
remuneration and speciic elements of the remuneration policy.
The Remuneration Committee has undertaken a series of
consultations and meetings with representatives from over half
of our shareholder register to better understand the issues, and
has put in place measures to address these. More detail on the
activities of the Remuneration Committee and the policy can
be found on pages 170 to 209.
I am conident that the actions we have taken as a Board will
address our immediate performance challenges and reposition
the Group for its new phase of growth. The changes we have
put in place to the Board’s composition, in line with our broader
multi-year succession plan, fully support the ongoing execution
of our refreshed strategy. At the same time, we remain focused
on raising the bar on conduct across every part of the Group
and delivering on our commitment to be Here for good.
Sir John Peace
Chairman
At the same time, we also announced the retirement of our
two longest-standing independent non-executive directors,
Ruth Markland and Paul Skinner. Both Ruth and Paul have
been incredibly dedicated and supportive members of the
Board, providing wise counsel to the Group for over 10 years.
Finally, we announced at the same time that it is my intention to
step down from the Board during the course of 2016 after nine
years on the Board, with seven years as Chairman. This timing
will ensure Board-level continuity and allow suficient time for
Bill Winters to transition into his new role as Group Chief
Executive.
A diverse Board with a mixture of experience, skills and
perspectives is critical to ensuring that we remain an effective
Board. We continue to believe that diversity should be viewed in
its broadest sense and, at Standard Chartered, we have a long
history of diverse Board membership which continues to this
day. More detail on the diverse nature and make-up of our
Board can be found on pages 136 to 138.
134
Standard Chartered Annual Report 2014
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Our approach to governance disclosures
The role of the Board and its committees
Throughout this report we have sought to give an insight into
the importance placed on exemplary governance across the
Group and to demonstrate a genuine understanding of how
corporate governance supports our decisions and guides our
behaviours within Standard Chartered.
The Board is accountable for the long-term success of the
Group and is responsible for ensuring leadership within a
framework of effective controls, while approving the strategy,
and that the Group is suitably resourced to achieve its strategic
aspirations. In doing so, the Board considers its responsibilities
to, and the impact of its decisions on, the Group’s stakeholders
including the Group’s employees, shareholders, suppliers, the
environment and the communities in which it operates.
Code compliance
We apply the provisions of the UK Corporate Governance
Code 2012 issued by the Financial Reporting Council
(the ‘Code’). We also apply the Hong Kong Corporate
Governance Code as set out in Appendix 14 of the Hong
Kong Listing Rules and have complied with its code
provisions, save that the Board Risk Committee is
responsible for the oversight of internal control (other than
internal control over inancial reporting) and risk
management systems (Hong Kong Corporate Governance
Code provision C.3.3 paragraphs (f), (g) and (h)). If there
were no Board Risk Committee, these matters would be
the responsibility of the Audit Committee.
Subject to the below, the directors conirm that the Group
has complied with all of the provisions of the Code during
the year ended 31 December 2014. By way of explanation
we advise that:
Richard Meddings did not seek re-election at the 2014
AGM following an announcement made in January 2014
that he would step down from the Board in June 2014.
We have reviewed the new provisions set out in the UK
Corporate Governance Code 2014, which we are not
formally required to report against until December 2015.
Throughout this corporate governance report we have
provided a narrative statement of how governance
operates within the Group and our application of the
principles set out in the Hong Kong Listing Rules and the
main principles of the Code.
The Board also delegates authority for the operational
management of the Group’s business to the Group Chief
Executive or further delegation by him in respect of matters
which are necessary for the effective day-to-day running and
management of the business.
With the exception of the Governance and Nomination
Committee which, in keeping with the provisions of the UK
Corporate Governance Code, is chaired by the Group Chairman,
all of the Board committees are made up of independent
non-executive directors and play a key role in supporting the
Board. In addition to comprising ive independent non-executive
directors, the Board Financial Crime Risk Committee’s
membership includes three independent external advisors.
Further details of the changes to these committees, including
membership changes, can be found on pages 150 to 209, along
with an update from the Chairs on the work of their committees
during 2014.
The full schedule of matters reserved for the Board’s decision,
along with written terms of reference for all the Board’s
committees, can be viewed at sc.com
The Group conirms that it has adopted a code of conduct
regarding securities transactions by directors on terms no
less exacting than required by Appendix 10 of the Hong
Kong Listing Rules. Having made speciic enquiry of all
directors, the Group conirms that all directors have
complied with the required standards of the adopted code
of conduct.
Copies of the Code and the Hong Kong Corporate Governance
Code can be found at frc.org.uk and hkex.com.hk respectively
To the extent applicable, information required by paragraphs
13(2)(c), (d), (f), (h) and (i) of Schedule 7 of the Large and
Medium Sized Companies and Groups (Accounts and Reports)
Regulations 2008 is available in Other disclosures on
pages 210 to 218.
CONTENTS
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135
Directors’
report
Oliver Stocken did not seek re-election at the 2014 AGM
as he was due to step down from the Board before the
end of 2014. However, following John Paynter stepping
down from the Board in December 2014 and to support
the smooth transition of the Board’s composition, Oliver
agreed to remain on the Board for a short period, before
stepping down on 28 February 2015.
The Board also delegates certain responsibilities to its
committees to assist it in carrying out its function of ensuring
independent oversight. The Board agreed a number of changes
to its committee structure during 2014 to ensure it is more
effectively aligned to support the work of the Board and provides
a more comprehensive framework of oversight. Details of the
changes are set out on pages 147 and 148.
Corporate governance
Board roles and key responsibilities
Chairman
Sir John Peace
Responsible for leading the Board and its overall effectiveness
and governance, promoting high standards of integrity across
the Group and ensuring effective communication between the
Board, management and shareholders/wider stakeholders.
Group Chief Executive
Peter Sands
Responsible for the management of all aspects of the Group’s
businesses, developing the strategy in conjunction with the
Chairman and the Board, and leading its implementation.
Senior Independent Director
Ruth Markland
Provides a sounding board for the Chairman and discusses
with shareholders and other stakeholders concerns that are
unable to be resolved through the normal channels or where
such contact would be inappropriate.
Independent non-executive directors
See pages 128 to 131
Provide an independent perspective, constructive challenge
and monitor the performance and delivery of the strategy
within the risk and controls set by the Board.
The roles of the Chairman and Group Chief Executive are quite
distinct from one another and are clearly deined in fuller role
descriptions that can be viewed at sc.com
Who is on our Board
Scheduled
meetings
in 2014*
Name of director
AGM†
Chairman
Sir John Peace
9/9
1/1
9/9
1/1
A M G Rees
9/9
1/1
A N Halford (appointed 1 July 2014)
4/4
n/a
J S Bindra
9/9
1/1
V Shankar
9/9
1/1
O P Bhatt
9/9
1/1
Chief Executive
P A Sands
Executive Directors
Non-Executive Directors
Dr K M Campbell
8/9
1/1
Dr L Cheung
9/9
1/1
Dr B E Grote (appointed 1 July 2014)
4/4
n/a
1
C M Hodgson
9/9
1/1
N Kheraj (appointed 1 January 2014)
9/9
1/1
S J Lowth
9/9
1/1
R Markland
9/9
1/1
Dr Han Seung-soo, KBE
9/9
1/1
P D Skinner, CBE
8/9
1/1
Dr L H Thunell
9/9
1/1
2
Board composition and meetings
Directors who stepped down during 2014/2015
The Board meets regularly throughout the year. It held nine
scheduled meetings in 2014, including two overseas visits, to
Malaysia and Singapore. Individual attendance is set out in the
table on this page. In addition to the many substantial strategy
discussions throughout the year, the Board held a two-day
offsite strategy session in June 2014 in which it had a
systematic and comprehensive discussion around the strategy
and the direction of the Group. An overview of the key areas of
discussion can be found on page 139.
M Ewing (stepped down 31 January 2014)
0/13
n/a
S P Bertamini (stepped down 31 March 2014)
2/2
n/a
J F T Dundas (stepped down 1 May 2014)
0/3
n/a
R H P Markham (stepped down 1 May 2014)
3/3
n/a
R H Meddings (stepped down 30 June 2014)
5/5
1/1
J G H Paynter (stepped down 31 December 2014)
8/95
1/1
O H J Stocken, CBE (stepped down 28 February 2015)
9/9
1/1
The Board, at the time of approval of the Annual Report and
Accounts on 4 March 2015, comprised 17 directors: the
Chairman, ive executive directors and 11 independent
non-executive directors. Details on the diverse make-up of the
Board can be found on page 138. A list of individual directors
and their biographies are set out on pages 128 to 131, including
details of the membership of the Board’s committees.
Notes
1. Kurt Campbell was unable to attend the meeting on 30 July 2014 due to immovable
personal commitments
2. Paul Skinner was unable to attend the meeting on 17 September 2014 due to prior
business commitments
3. Margaret Ewing was unable to attend the meeting on 28 January 2014 due to ill health
4. Jamie Dundas was unable to attend the meetings on 28 January 2014, 26 February 2014
and 1 April 2014 due to ill health
5. John Paynter was unable to attend the meeting on 28 January 2014 due to prior
business commitments
* The Board held nine scheduled meetings in 2014, exceeding the requirement of the
Hong Kong Corporate Governance Code, which requires every listed issuer to hold
board meetings at least four times a year
† In 2014, the Group held one general meeting, its AGM on 8 May 2014, which was
attended by all of the directors. All directors were proposed for annual (re)election in
2014, with the exception of Richard Meddings, who stepped down on 30 June 2014,
and Oliver Stocken, who had been due to step down at the end of 2014. All directors
who stood for (re)election were successfully (re)elected
During the year the Chairman met privately with the Senior
Independent Director and independent non-executive direc