Cathay Pacific 2015 Annual Report Download - page 36

Cathay Pacific Airways Limited
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The Company has received from all of its Independent
Non-Executive Directors confirmation of their
independence pursuant to Listing Rule 3.13 and considers
all of them to be independent.
The Company has been granted by the Stock Exchange a
waiver from strict compliance with Rule 3.10A of the Listing
Rules, which requires that an issuer must appoint
Independent Non-Executive Directors representing at least
one-third of the Board.
Article 93 of the Company’s Articles of Association
provides for all Directors to retire at the third annual general
meeting following their election by ordinary resolution. In
accordance therewith, Cai Jianjiang, Fan Cheng, Irene Lee
and Peter Wong retire this year and, being eligible, offer
themselves for re-election. John Harrison, Andrew Tung
and Algernon Yau, having been appointed as Directors of
the Company under Article 91 since the last annual general
meeting, also retire and, being eligible, offer themselves
for election.
Each of the Directors has entered into a letter of
appointment, which constitutes a service contract, with the
Company for a term of up to three years until retirement
under Article 91 or Article 93 of the Articles of Association
of the Company, which will be renewed for a term of three
years upon each election or re-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$2.8 million. They
received no other emoluments from the Group.
Directors’ interests
At 31st December 2015, the register maintained under
Section 352 of the Securities and Futures Ordinance (“SFO”)
showed that a Director held the following interest in the
shares of Cathay Pacific Airways Limited:
Capacity No. of shares
Percentage of
voting shares (%)
Ian Shiu Personal 1,000 0.00003
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).
Neither during nor prior to the year under review has any
right been granted to, or exercised by, any Director of the
Company, or to or by the spouse or minor child of any
Director, to subscribe for shares, warrants or debentures of
the Company.
Other than as stated in this report, no transaction,
arrangement or contract of significance to which the Group
was a party and in which a Director or an entity connected
with a Director is or was materially interested, either directly
or indirectly, subsisted during or at the end of the year.
Directors’ interests in competing business
Pursuant to Rule 8.10 of the Listing Rules, John Slosar, Cai
Jianjiang, Fan Cheng, Ian Shiu and Song Zhiyong disclosed
that they were directors of Air China during the year. Air
China competes or is likely to compete, either directly or
indirectly, with the businesses of the Company as it
operates airline services to certain destinations which
are also served by the Company.
Directors of subsidiaries
The names of all directors who have served on the boards
of the subsidiaries of the Company during the year ended
31st December 2015 or during the period from 1st January
2016 to the date of this Report are available on the
Company’s website www.cathaypacific.com.
Directors’ Report