Cathay Pacific 2005 Annual Report Download - page 33

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Cathay Pacific Airways Limited Annual Report 2005
changes in accounting policy, the annual operating
budgets, material contracts, major financing
arrangements, major investments, risk management
strategy and treasury policies. The functions of the
Board and the powers delegated to the CE are
reviewed periodically to ensure that they remain
appropriate. The Board has established the following
committees: the Board Safety Review Committee,
the Executive Committee, the Finance Committee,
the Remuneration Committee and the Audit
Committee, the latter two with the participation of
independent non-executive Directors.
The Board of Directors held six meetings during
2005, the attendance of which was as follows:
Robert Atkinson (6/6), Philip Chen (6/6), Derek
Cridland (5/6), Martin Cubbon (6/6), Henry Fan (6/6),
James Hughes-Hallett (5/6), Peter Lee (6/6), Vernon
Moore (6/6), Raymond Or (6/6), Jack So (6/6), Sir
Adrian Swire (2/3), David Turnbull (5/6), Tony Tyler
(5/6), Tung Chee Chen (5/6), Raymond Yuen (6/6),
Carl Yung (4/6) and Zhang Xianlin (1/6).
Securities Transactions
The Company has adopted codes of conduct
regarding securities transactions by Directors (the
“Securities Code”) and relevant employees (as
defined in the CG Code) on terms no less exacting
than the required standard set out in the Model
Code for Securities Transactions by Directors of
Listed Issuers (the “Model Code”) contained in
Appendix 10 of the Listing Rules. A copy of the
Securities Code is sent to each Director of the
Company first on his appointment and thereafter
twice annually, one month before the date of the
board meeting to approve the Company’s half-year
result and annual result, with a reminder that
the Director cannot deal in the securities and
derivatives of the Company until after such results
have been published.
Under the Securities Code, Directors of the
Company are required to notify the Chairman and
receive a dated written acknowledgement before
dealing in the securities and derivatives of the
Company and, in the case of the Chairman himself,
he must notify the Chairman of the Audit Committee
and receive a dated written acknowledgement
before any dealing.
On specific enquiries made, all Directors have
confirmed that they have complied with the required
standard set out in the Securities Code throughout
the year.
Directors’ interests as at 31st December 2005 in
the shares of the Company and its associated
corporations (within the meaning of Part XV of the
Securities and Futures Ordinance) are set out on
page 28. In addition, of the executive officers, only
Ronald Mathison holds 7,000 shares in the Company.
Board Safety Review Committee
The Board Safety Review Committee reviews and
reports to the Board on safety issues. It meets three
times a year and comprises three executive
Directors, the CE, Tony Tyler and Derek Cridland, two
non-executive Directors, Vernon Moore and Jack So,
two executive officers, Nick Rhodes and Quince
Chong, the General Manager Flying, Captain Andrew
Maddox and the Head of Corporate Safety, Richard
Howell. It is chaired by the immediate past Director
Flight Operations, Ken Barley.
Corporate Governance