Cathay Pacific 2014 Annual Report Download - page 46

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Cathay Pacific Airways Limited
44
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 Chief
Executive and comprises three Executive Directors (W.E.
James Barrington, Rupert Hogg and Martin Murray) and all
eight Executive Officers (Dane Cheng, Christopher Gibbs,
James Ginns, Captain Richard Hall, Joseph Locandro, Nick
Rhodes, James Tong and James Woodrow).
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 Chief Executive and comprises three
Executive Directors (W.E. James Barrington, Rupert Hogg
and Martin Murray), three Non-Executive Directors (Fan
Cheng, Martin Cubbon and Zhao Xiaohang), the General
Manager Financial Services (Andrew West), the Manager
Treasury (Susan Ng) and an independent representative
from the financial community. Reports on its decisions and
recommendations are presented at Board meetings.
Remuneration Committee
Full details of the remuneration of the Directors and Executive
Officers are provided in note 27 to the financial statements.
The Remuneration Committee comprised three Non-
Executive Directors (Irene Lee, James W.J. Hughes-Hallett
and Tung Chee Chen). Two of the Committee Members are
Independent Non-Executive Directors, one of whom, Irene
Lee, is Chairman. All the members served for the whole of
2014. Samuel Swire succeeded James W.J. Hughes-Hallett
as a member of the Remuneration Committee on 1st
January 2015.
The Remuneration Committee reviews and approves the
management’s remuneration proposals with reference to
the Board’s corporate goals and objectives.
The Remuneration Committee exercises the powers of the
Board to determine the remuneration packages of individual
Executive Directors and individual members of senior
management (including salaries, bonuses, benefits in kind
and the terms on which they participate in any provident
fund or other retirement benefit scheme), taking into
consideration salaries paid by comparable companies, time
commitments and responsibilities and employment
conditions elsewhere in the group.
Corporate Governance Report
The terms of reference of the Remuneration Committee
have been reviewed with reference to the CG Code and are
posted on the Company’s website.
A Services Agreement exists between the Company and
JSSHK, a wholly-owned subsidiary of John Swire & Sons
Limited, which is the parent company of the Swire group.
This agreement has been considered in detail and approved
by the Independent Non-Executive Directors of the
Company. Under the terms of the agreement, staff at
various levels, including Executive Directors and Executive
Officers, are seconded to the Company. These staff report
to and take instructions from the Board of the Company but
remain employees of the Swire group.
In order to be able to attract and retain staff of suitable
calibre, the Swire group provides a competitive
remuneration package. This typically comprises salary,
housing, provident fund, leave passage and education
allowances and, after three years’ service, a bonus related
to the profit of Swire Pacific as a whole. The provision of
housing facilitates relocation either within Hong Kong or
elsewhere in accordance with the needs of the business
and as part of the training process whereby managers gain
practical experience in various businesses within the Swire
group, and payment of bonuses on a group-wide basis
enables postings to be made to group companies with very
different profitability profiles. Whilst bonuses are calculated
by reference to the profits of Swire Pacific overall, those
profits are influenced to a significant extent by the results of
the Company.
Although the remuneration of these executives is not
entirely linked to the profits of the Company, it is considered
that, given the volatility of the aviation business, this has
contributed considerably to the maintenance of a stable,
motivated and high-calibre senior management team in the
Company. Furthermore, given its substantial equity interest
in the Company, it is in the best interest of Swire to see that
executives of high quality are seconded to and retained
within the Company.
A number of Directors and senior staff with specialist skills
are employed directly by the Company on terms similar to
those applicable to the staff referred to above.
The Remuneration Committee reviewed the structure and
levels of remuneration paid to Executive Directors and
Executive Officers at its meeting in November 2014. At this
meeting the Committee considered a report prepared for it
by Mercer Limited, an independent firm of consultants,
which confirmed that the remuneration of the Company’s