The Board of Directors is responsible for the governance and oversight of HSBC Innovation Bank Limited. The Board is also responsible for:

• Approving and overseeing the implementation of HSBC Innovation Bank Limited’s strategic objectives, risk strategy and internal governance
• The integrity of accounting and financial reporting systems, including financial, operational, and regulatory controls
• Overseeing the process for disclosure and communications
• Effective oversight of senior management
• Approving and assessing the provision of regulated activities, client services and taking steps to address any deficiencies

The Board consists of five non-executive directors (including the Chair and Senior Independent Director) and one executive director. The Board is chaired by Mridul Hegde, who is responsible for overseeing the performance of the Board. Astrid Grey is the Senior Independent Director and is responsible for leading the assessment of the performance of the Board Chair.

The Board has established four committees that assist in the discharging of its responsibilities. These are the Nomination Committee, the Remuneration Committee, the Board Audit Committee and the Board Risk Committee. The Board and its committees are provided with access to the information and resources required to fulfil their objectives.

The Board and committee structure is supported by the Executive, who are delegated the day-to-day running of HSBC Innovation Banking and the delivery of its strategy. The Executive is led by the CEO, Simon Bumfrey, who is supported by the Executive Committee.

The Nomination Committee leads the Board’s recruitment processes and recommends candidates for the Board and senior executive appointments. Other key responsibilities include:

• Board induction and training
• Conducting Board effectiveness assessments and performance reviews
• The Board Diversity Policy
• Board composition and suitability assessments, ensuring no dominance by one individual or group
• Reviewing corporate governance arrangements

The Nomination Committee consists of three independent non-executive director members and is chaired by Mridul Hegde.

The Remuneration Committee reviews the effectiveness of the remuneration policy and practices and approves the remuneration of executive directors and senior employees, taking into consideration the company’s stakeholders and public interest. No HSBC Innovation Banking Limited director or employee is involved in any decisions relating to their own remuneration.

The Remuneration Committee consists of three independent non-executive members and is chaired by Helen Heslop.

The Board Audit Committee oversees the internal controls systems relating to financial reporting and monitoring. Other key responsibilities include:

• Informing the Board of the outcome of the statutory audit, annual reports, financial regulatory submissions and financial processes
• Overseeing and reviewing the effectiveness of the External Auditor, Internal Audit and internal controls

The Board Audit Committee consists of three independent non-executive members and is chaired by Helen Heslop, who is responsible for overseeing the performance of the Committee. The Board Audit Committee members are deemed to be competent in accounting, auditing and/or have relevant sector experience.

The Board Risk Committee monitors management’s control and management of risk and advises the Board on risk appetite and risk tolerance. Other key responsibilities include:

• Advising management on current and future risk appetite and overseeing the implementation of the risk strategy
• Ensuring the examination of whether remuneration incentives consider risk, capital, liquidity, and timing of earnings
• Ensuring an independent and effective risk function

The Board Risk Committee consists of three independent non-executive members and is chaired by Astrid Grey, who is responsible for overseeing the performance of the Committee’s oversight of the risk management system. The Board Risk Committee members are deemed to have appropriate knowledge, skills and expertise to understand and monitor risk strategy and appetite.