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28 Cathay Pacific Airways Limited Annual Report 2005
Directors’ Report
Directors
Christopher Pratt was appointed Chairman and a
Director of the Company on 1st February 2006. All the
other present Directors of the Company whose names
are listed on pages 22 and 23 served throughout the
year. In addition, Sir Adrian Swire and Raymond Yuen
served as Directors until their retirement at the
Company’s Annual General Meeting held on 11th May
2005 and 31st December 2005 respectively; David
Turnbull served as Chairman and a Director until his
resignation on 31st January 2006. The Company has
received from each of its independent non-executive
Directors an annual confirmation of his independence
pursuant to Listing Rule 3.13 and the Company still
considers all its independent non-executive Directors
to be independent.
Article 93 of the Company’s Articles of Association
provides for all the Directors to retire at the third
Annual General Meeting following their election by
ordinary resolution. In accordance therewith, Philip
Chen, Henry Fan, Peter Lee, Vernon Moore, Raymond
Or, Jack So, Tung Chee Chen, Tony Tyler and Carl Yung
retire this year and, being eligible, offer themselves for
re-election.
Christopher Pratt, having been appointed as a Director
of the Company under Article 91 since the last Annual
General Meeting, also retires and, being eligible, offers
himself for election.
No Director has a service contract with the Company
which is not determinable by the employer within one
year without payment of compensation (other than
statutory compensation).
Directors’ fees paid to the independent non-executive
Directors during the year totalled HK$1,190,000; they
received no other emoluments from the Company or
any of its subsidiaries.
Other than as stated above, no Director or chief
executive of Cathay Pacific Airways Limited had any
interest or short position, whether beneficial or non-
beneficial, in the shares or underlying shares (including
options) and debentures of Cathay Pacific Airways
Limited or any of its associated corporations (within
the meaning of Part XV of the SFO).
Directors’ interests in competing business
Pursuant to Rule 8.10 of the Listing Rules, Zhang
Xianlin has disclosed that he is a supervisor of Air
China Limited (“Air China”); Henry Fan, Tony Tyler and
Zhang Xianlin have disclosed that they are directors of
Hong Kong Dragon Airlines Limited (“Dragonair”).
David Turnbull had disclosed that he was a director of
Air China from 30th May 2005 until his resignation on
12th December 2005. Raymond Yuen had disclosed
that he was a director of Dragonair during the year
until his retirement on 31st December 2005. Air China
and Dragonair compete or are likely to compete, either
directly or indirectly, with the businesses of the
Company as they operate airline services to certain
destinations which are also served by the Company.
Percentage of
No. of shares issued capital
Philip Chen 9,000 0.00027
Derek Cridland 17,000 0.00050
Tony Tyler 5,000 0.00015
Directors’ interests
At 31st December 2005, the register maintained
under Section 352 of the Securities and Futures
Ordinance (“SFO”) showed that Directors held
the following beneficial interests (all being personal
interests) in the shares of Cathay Pacific Airways
Limited: