Cathay Pacific 2015 Annual Report Download - page 42

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Cathay Pacific Airways Limited
40
Minutes of Board meetings are taken by the Company
Secretary and, together with any supporting papers, are
made available to all Directors. The minutes record the
matters considered by the Board, the decisions reached,
and any concerns raised or dissenting views expressed by
Directors. Draft and final versions of the minutes are sent to
all Directors for their comment and records respectively.
Board meetings are structured so as to encourage open
discussion, frank debate and active participation by
Directors in meetings.
A typical Board meeting would consist of:
• review of a report by the Chief Executive on the results
since the last meeting and an explanation of changes in
the business environment and their impact on budgets
and the longer-term plan
• the raising of new initiatives and ideas
• the presentation of papers to support decisions
requiring Board approval
• an update of legal and compliance matters for Directors’
consideration
• any declarations of interest.
The executive management provides the Board with such
information and explanations as are necessary to enable
Directors to make an informed assessment of the financial
and other information put before the Board. Queries raised
by Directors are answered fully and promptly.
When necessary, the Independent Non-Executive Directors
meet privately to discuss matters which are their specific
responsibility.
The Chairman meets at least annually with the Non-
Executive Directors without the Executive Directors
being present.
Meetings Attended/Held
Continuous
Professional
Development
Board
Audit
Committee
Remuneration
Committee
2015
Annual General
Meeting
Type of
Training (Note)
Executive Directors
John Slosar – Chairman 5/5 √a, b
W.E. James Barrington
 (resignedon6thSeptember2015) 4/4 √a, b
Ivan Chu 5/5 √a, b
Rupert Hogg 5/5 √a, b
Martin Murray 5/5 √a, b
Algernon Yau (appointed on 7th September 2015) 1/1 N/A a
Non-Executive Directors
Cai Jianjiang 1/5 X a, b
Martin Cubbon 5/5 √a, b
Fan Cheng 3/5 0/3 X a, b
Ian Shiu 5/5 √a, b
Song Zhiyong 1/5 X
Merlin Swire 5/5 √a, b
Samuel Swire 5/5 2/2 √a, b
Zhao Xiaohang 4/5 X a, b
Independent Non-Executive Directors
John Harrison (appointed on 20th May 2015) 3/3 2/2 N/A a
Irene Lee 5/5 3/3 2/2 √a, b
Jack So (retired on 20th May 2015) 2/2 1/1 X a, b
Andrew Tung (appointed on 20th May 2015) 3/3 1/1 N/A a
Tung Chee Chen (retired on 20th May 2015) 1/2 1/1 √a, b
Peter Wong 2/5 1/3 X a, b
Average attendance 82% 58% 100% 65%
Notes:
a: All the Directors received training materials, including from the Company’s external legal advisor, about matters relevant to their duties as directors.
They also kept abreast of matters relevant to their role as directors by such means as attendance at seminars and conferences and reading and viewing
materials about financial, commercial, economic, legal, regulatory and business affairs.
b: Receiving training from the Company’s external legal advisers about directors’ duties.
Corporate Governance Report