Cathay Pacific 2015 Annual Report Download - page 48

Cathay Pacific Airways Limited
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Expenditure Control Committee
The Expenditure Control Committee meets monthly to
evaluate and approve capital expenditure. It is chaired by
one Executive Director (Rupert Hogg) and includes one
other Executive Director (Martin Murray) and two Executive
Officers (Paul Loo and Tom Owen).
Company Secretary
The Company Secretary is an employee of the Company
and is appointed by the Board. The Company Secretary is
responsible for facilitating the Board’s processes and
communications among Board members, with shareholders
and with management. The Company Secretary undertakes
at least 15 hours of relevant professional training annually to
update his skills and knowledge.
Internal Audit Department
The Internal Audit Department assists the Audit Committee
in carrying out the analysis and independent appraisal of
the adequacy and effectiveness of the Group’s risk
management and internal control systems. The audit plan,
which is prepared based on risk assessment methodology,
is discussed and agreed every year with the Audit
Committee. In addition to its agreed annual schedule of
work, the Department conducts other special reviews as
required. The Group Internal Audit Manager has direct
access to the Audit Committee. Audit reports are sent to
the Chief Operating Officer, the Finance Director, external
auditors and the relevant management of audited
departments. A summary of major audit findings and
recommendations aimed at resolving material internal
control defects is reported quarterly to the Board and
reviewed by the Audit Committee. As a key criterion of
assessing the adequacy and effectiveness of the Group’s
risk management and internal control systems, the Board
and the Audit Committee actively monitor the number and
seriousness of findings raised by the Internal Audit
Department and also the corrective actions taken by
relevant departments.
The annual Internal Audit work plan and resources are
reviewed and agreed with the Audit Committee.
Detailed control guidelines have been set and made
available to all employees of the Company about the
handling and dissemination of corporate data which is
price sensitive.
Systems and procedures are in place to identify, control and
report on major risks, including business, safety, legal,
financial, environmental and reputational risks. Exposures
to these risks are monitored by the Board with the
assistance of various committees and senior management.
External Auditors
The Audit Committee acts as a point of contact,
independent from management, with the external auditors
(the “auditors”). The auditors have direct access to the
Chairman of the Audit Committee, who meets with them
periodically without management present.
The Audit Committee’s duties in relation to the auditors
include:
• recommending to the Board, for approval by
shareholders, the auditors’ appointment
• approval of the auditors’ terms of engagement
• consideration of the letters of representation to be
provided to the auditors in respect of the interim and
annual financial statements
• review of reports and other ad-hoc papers from the
auditors
• annual appraisal of the quality and effectiveness of the
auditors
• assessment of the auditors’ independence and
objectivity, including the monitoring of non-audit
services provided, with a view to ensuring that their
independence and objectivity is not, and is not seen to
be, compromised
• approval of audit and non-audit fees.
Corporate Governance Report