Cathay Pacific 2011 Annual Report Download - page 45

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Cathay Pacific Airways Limited Annual Report 2011 43
So (6/6), Merlin Swire (5/6), Tung Chee Chen (5/6), Tony
Tyler (2/2), Peter Wong (2/6), Zhang Lan (0/3) and Zhao
Xiaohang (0/3).
Securities Transactions
The Company has adopted codes of conduct regarding
securities transactions by Directors (the “Securities
Code”) and relevant employees (as defined in the CG
Code) on terms no less exacting than the required
standard set out in the Model Code for Securities
Transactions by Directors of Listed Issuers (the “Model
Code”) contained in Appendix 10 of the Listing Rules. A
copy of the Securities Code is sent to each Director of the
Company first on his/her appointment and thereafter
twice annually, at least 30 days and 60 days respectively
before the date of the board meeting to approve the
Company’s half-year result and annual result, with a
reminder that the Director cannot deal in the securities
and derivatives of the Company until after such results
have been published.
Under the Securities Code, Directors of the Company are
required to notify the Chairman and receive a dated
written acknowledgement before dealing in the securities
and derivatives of the Company and, in the case of the
Chairman himself, he must notify the Chairman of the
Audit Committee and receive a dated written
acknowledgement before any dealing.
On specific enquiries made, all Directors have confirmed
that they have complied with the required standard set
out in the Model Code throughout the year.
Directors’ interests as at 31st December 2011 in the
shares of the Company and its associated corporations
(within the meaning of Part XV of the SFO) are set out on
page 40.
Board Safety Review Committee
The Board Safety Review Committee reviews and reports
to the Board on safety issues. It meets three times a year
and comprises two executive Directors, the CE and Ivan
Chu, one independent non-executive Director, Jack So,
three executive officers, Philippe de Gentile-Williams,
Christopher Gibbs and Captain Richard Hall, the General
Manager Flying, Captain Henry Craig and the General
Manager Corporate Safety, Richard Howell. It was
chaired in 2011 by a former Director Flight Operations,
Ken Barley.
Executive Committee
The Executive Committee is chaired by the CE and
comprises three executive Directors, W.E. James
Barrington, Ivan Chu and Martin Murray, and five non-
executive Directors, Cai Jianjiang, Fan Cheng, Peter
Kilgour, Kong Dong and Zhao Xiaohang. It meets monthly
and is responsible to the Board for overseeing and setting
the strategic direction of the Company.
Management Committee
The Management Committee meets once a month and is
responsible to the Board for overseeing the day-to-day
operation of the Company. It is chaired by the CE and
comprises three executive Directors, W.E. James
Barrington, Ivan Chu and Martin Murray, and all eight
executive officers, William Chau, Quince Chong, Philippe
de Gentile-Williams, Christopher Gibbs, Captain Richard
Hall, Rupert Hogg, Nick Rhodes and Tomasz Smaczny.
Finance Committee
The Finance Committee meets monthly to review the
financial position of the Company and is responsible for
establishing the financial risk management policies. It is
chaired by the CE and comprises three executive
Directors, W.E. James Barrington, Ivan Chu and Martin
Murray, three non-executive Directors, Fan Cheng, Peter
Kilgour and Zhao Xiaohang, the General Manager
Corporate Finance, Raymond Fung, the Manager
Corporate Treasury, Andrew West, and an independent
representative from the financial community. Reports on
its decisions and recommendations are presented at
Board meetings.
Remuneration Committee
The Remuneration Committee comprises two
independent non-executive Directors, Irene Lee and
Tung Chee Chen, and is chaired by the Company’s past
Chairman, James W.J. Hughes-Hallett who is also a
non-executive Director.
Under the Services Agreement between the Company
and JSSHK, which has been considered in detail and
approved by the Directors of the Board who are not
connected with the Swire group, staff at various levels,
including executive Directors, are seconded to the
Corporate Governance