Cathay Pacific 2013 Annual Report Download - page 49

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Cathay Pacific Airways Limited Interim Report 2013 47
CORPORATE GOVERNANCE
The Company complied with all the code provisions set out in the Corporate Governance Code (the “CG
Code”) contained in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the “Listing Rules”) throughout the accounting period covered by the interim report
with the following exceptions which it believes do not benefit shareholders:
• Sections A.5.1 to A.5.4 of the CG Code in respect of the establishment, terms of reference and resources
of a nomination committee. The Board has considered the merits of establishing a nomination
committee but has concluded that it is in the best interests of the Company and potential new
appointees that the Board collectively reviews and approves the appointment of any new Director as this
allows a more informed and balanced decision to be made by both the potential Director and the Board
as to suitability for the role.
The Company has adopted codes of conduct regarding securities transactions by Directors and by 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”) set out in
Appendix 10 to the Listing Rules.
On specific enquiries made, all Directors have confirmed that, in respect of the accounting period covered
by the interim report, they have complied with the required standard set out in the Model Code and the
Company’s code of conduct regarding Directors’ securities transactions.
The 2013 interim results have been reviewed by the Audit Committee of the Company and by the
externalauditors.
DIRECTORS’ PARTICULARS
Changes in the particulars of the Directors are set out as follows:
1. Peter Wong was appointed as a Deputy Chairman of The Hongkong and Shanghai Banking Corporation
Limited with effect from 20th May 2013.
2. Tung Chee Chen retired as an Independent Non-Executive Director of Sing Tao News Corporation
Limited, Wing Hang Bank, Limited and BOC Hong Kong (Holdings) Limited with effect from the
conclusion of their Annual General Meetings held on 8th, 9th and 28th May 2013 respectively.
Information Provided in Accordance with the Listing Rules