Cathay Pacific 2003 Annual Report Download - page 28

26 Cathay Pacific Airways Limited Annual Report 2003
Directors’ Report
CONNECTED TRANSACTIONS (continued)
The fees payable by DHL to AHK and by AHK to the Company under the above two agreements totalled HK$322
million for the year ended 31st December 2003.
The Stock Exchange has granted the Company a waiver from strict compliance with the disclosure requirements
under Chapter 14 of the Listing Rules subject to certain conditions.
In accordance with these conditions, the independent non-executive Directors have reviewed the Transactions and
confirmed that they have been
(i) entered into by the Company and AHK in the usual and ordinary course of the Company’s business;
(ii) conducted either on normal commercial terms or, where there are no sufficient comparables, on terms no
more favourable to DHL than terms available to independent third parties; and
(iii) entered into on terms that are fair and reasonable insofar as the Shareholders of the Company are concerned.
Furthermore, the Auditors of the Company have also reviewed the Transactions and confirmed to the Board that:
(i) the Transactions have been approved by the Board of the Company;
(ii) the Transactions have been entered into in accordance with the terms of the Services Agreement and the
Agency Agreement dated 17th October 2002, as subsequently amended; and
(iii) the limit of 3% of the net tangible assets of the Group has not been exceeded.
MAJOR CUSTOMERS AND SUPPLIERS
7. 1% of sales and 29.2% of purchases during the year were attributable to the Group’s five largest customers and
suppliers respectively. 1.8% of sales were made to the Group’s largest customer while 6.7% of purchases were
made from the Group’s largest supplier. HAECO is one of the Group’s largest suppliers.
DIRECTORS
All the present Directors of the Company whose names are listed on pages 22 and 23 served throughout the year.
In addition, Robert Adams also served until his resignation which took effect from 1st January 2004.
Article 93 of the Company’s Articles of Association provides for all the Directors to retire at the third Annual
General Meeting following their election by ordinary resolution. In accordance therewith, Robert Atkinson,
Derek Cridland and Zhang Xianlin retire this year and, being eligible, offer themselves for 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).
The Directors have waived their fees for 2003. However, Audit Committee fees and Remuneration Committee
fees totalling HK$400,000 were paid to the independent non-executive Directors who served on the Audit
Committee and the Remuneration Committee respectively, they received no other emoluments from the
Company or any of its subsidiaries.
DIRECTORS’ INTERESTS
At 31st December 2003, the registers maintained under Section 352 of the Securities and Futures Ordinance
(“SFO”) showed that Directors held the following beneficial interests (all being personal interests) in the shares of
Cathay Pacific Airways Limited and Tenzing Communications, Inc., its associated corporation (within the meaning
of Part XV of the SFO):