HSBC wins battle with biggest shareholder over call to break up bank

By Michelle Toh and Anna Cooban, CNN

HSBC has seen off an attempt by its biggest shareholder to break up the bank, with an “overwhelming majority” of investors voting Friday to keep the business intact.

Shareholders of Europe’s biggest bank gathered at its annual general meeting in the English city of Birmingham Friday. One particularly controversial proposal up for a vote — supported by China’s Ping An Asset Management — would have forced the lender to come up with a plan to spin off or reorganize its business in Asia, which generates most of its profits.

“The overwhelming majority of shareholders, excluding Ping An, have voted to draw a line under the debate on the structure of the bank,” a HSBC spokesperson said in a statement.

Around half of shareholders voted at the AGM, consistent with turnout in previous years, the spokesperson noted. Ping An Asset Management, an arm of Chinese insurer Ping An, has an 8% stake in HSBC, according to the lender’s latest annual report.

The London-based bank is one of the world’s top financial institutions, but Ping An has expressed deep concerns about the bank’s future and has called for its Asia business to be spun out into a Hong Kong-listed entity.

Retail investors in Hong Kong, HSBC’s top market, have also been calling for a breakup, arguing that the bank’s performance has been strong in Asia but weak elsewhere, dragging down overall value.

“It’s never been a discussion that management had to refute as much as they are doing right now,” Fahed Kunwar, an analyst at Redburn who’s been covering HSBC for almost 15 years, said prior to the meeting.

HSBC’s leadership unanimously opposed the resolution and had personally urged shareholders to vote against it. The executives have said that such a revamp would not work, because much of the bank’s business relies on cross-border transactions.

Analysts told CNN they didn’t expect the proposal, which required a high threshold of 75% of yes votes to pass, to go through Friday.

HSBC shares were up 2.5% in late afternoon trade in Europe on Friday.

HSBC has said the board had previously reviewed options for restructuring the bank and concluded that such alternatives would “materially destroy value.”

In recent weeks, shareholder advisory firms Glass Lewis and Institutional Shareholder Services had also recommended that investors veto the proposal, citing a lack of detailed rationale and potential complications of separating the bank’s businesses.

Also speaking before the vote, Michael Makdad, senior equity analyst at Morningstar, said a split couldn’t be taken lightly, as it could create tax headaches and a mountain of regulatory issues.

HSBC’s strong earnings this week, which included a tripling of profits, restoration of dividends and an announcement of buybacks, also gave management ammunition for its argument that it’s on the right path, according to analysts.

Ping An isolated

Ken Lui, an activist shareholder in Hong Kong spearheading the resolution, had told CNN he was confident his proposal would pass.

HSBC is a mainstay of many portfolios in the city, including those of retirees, schoolteachers and taxi drivers.

These shareholders were unhappy that the bank scrapped its dividend in 2020, at the request of British regulators. They had argued that if the lender cordoned off its activities in Asia, it would no longer have to expose the region’s investors to requests in other jurisdictions.

Ping An Asset Management had privately pushed for HSBC to overhaul its structure a year ago.

It came out publicly in a strong statement last month, accusing the lender’s management of exaggerating “many of the costs and risks” of a breakup.

But ultimately, on Friday, it failed to win the backing of any of the bank’s top 50 shareholders for its position, the HSBC spokesperson said.

HSBC’s executives speaking at the AGM were interrupted numerous times by climate protesters inside the venue. The bank ranks 13th on a global list of funders of the fossil fuel industry, compiled by a group of nonprofits including The Rainforest Action Network and the Sierra Club.

— Olesya Dmitracova contributed reporting.

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