HSBC withdraws AGM resolution
A jurisdictional resolution as to where to settle internal disputes at HSBC Holdings plc, which was to be voted on at the bank’s annual meeting this month, has now been put on hold, according to a filing with the Bermuda Stock Exchange.
Resolution 17(b) proposed an amendment to the Articles of Association to include a dispute resolution clause in the form of the proposed new Article 171, which would require certain disputes involving shareholders and the company, and/or its current or former directors, officers or employees (including, in summary, disputes under the articles, derivative claims brought by shareholders on behalf of the company and claims for breach of a fiduciary or other duty owed to the company or its shareholders) to be brought in the courts of England and Wales or Hong Kong.
A statement from the bank said the board strongly supported the inclusion of Article 171 and considers these courts to be the most appropriate fora for adjudicating these types of claims, owing to their experience of dealing with English law principles, as well as companies incorporated in England and Wales.
The AGM is set for April 29.
The statement said: “In advance of proposing the new Article 171, HSBC considered carefully relevant shareholder voting guidelines and also consulted with relevant investor bodies.
“However, since publication of the notice of AGM on 25 March 2022, certain leading proxy advisory firms have expressed concerns regarding the proposed amendment.
“In light of these concerns the board has decided to withdraw Resolution 17(b) from the agenda of the AGM. The board will consider further engagement with shareholders on this matter in the future.
“The withdrawal of Resolution 17(b) does not affect the validity of the notice of AGM, the proposed adoption of the new Articles of Association of the company pursuant to Resolution 17(a), the proxy form or any proxy votes already submitted in respect of the remaining resolutions to be proposed at the AGM.”
HSBC Holdings plc, the parent company of the HSBC Group, is headquartered in London.