Cathay Pacific 2005 Annual Report Download - page 32

30 Cathay Pacific Airways Limited Annual Report 2005
Corporate Governance
Cathay Pacific Airways is committed to maintaining
a high standard of corporate governance and
devotes considerable effort to identifying and
formalising best practices of corporate governance.
The Company has complied throughout the year
with all the code provisions set out in the Code on
Corporate Governance Practices (the “CG Code”)
contained in Appendix 14 of the Listing Rules.
The Company has also put in place corporate
governance practices to meet most of the
recommended best practices in the CG Code.
The Board of Directors
The Board is chaired by Christopher Pratt (the
“Chairman”). There are five executive Directors and
ten non-executive Directors, four of whom are
independent. Names and other details of the
Directors are given on pages 22 and 23 of this
report. All Directors are able to take independent
professional advice in furtherance of their duties if
necessary. The independent non-executive Directors
are high calibre executives with diversified industry
expertise and serve the important function of
providing adequate checks and balances for
safeguarding the interests of shareholders and the
Company as a whole.
To ensure a balance of power and authority, the role
of the Chairman is separate from that of the Chief
Executive (“CE”). The current CE is Philip Chen.
The Board regularly reviews its structure, size
and composition to ensure its expertise and
independence are maintained. It also identifies and
nominates qualified individuals, who are expected
to have such expertise to make a positive
contribution to the performance of the Board, to be
additional Directors or fill Board vacancies as and
when they arise. A Director appointed by the Board
to fill a casual vacancy is subject to election of
shareholders at the first general meeting after his
appointment and all Directors have to retire at the
third annual general meeting following their
election by ordinary resolution, but are eligible
for re-election.
All Directors disclose to the Board on their first
appointment their interests as director or otherwise
in other companies or organisations and such
declarations of interests are updated annually.
When the Board considers any proposal or
transaction in which a Director has a conflict of
interest, he declares his interest and is required to
abstain from voting.
The Board is accountable to the shareholders for
leading the Company in a responsible and effective
manner. It determines the overall strategies,
monitors and controls operating and financial
performance and sets appropriate policies to
manage risks in pursuit of the Company’s strategic
objectives. It is also responsible for presenting a
balanced, clear and understandable assessment of
the financial and other information contained in the
Company’s accounts, announcements and other
disclosures required under the Listing Rules or
other statutory requirements. Day-to-day
management of the Company’s business is
delegated to the CE. Matters reserved for the Board
are those affecting the Company’s overall strategic
policies, finances and shareholders. These include:
financial statements, dividend policy, significant