Cathay Pacific 2005 Annual Report Download - page 35

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Cathay Pacific Airways Limited Annual Report 2005
Although the remuneration of these executives is
not entirely linked to the profits of the Company, it
is considered that, given the volatility of the aviation
business, this has contributed considerably to the
maintenance of a stable, motivated and high-calibre
senior management team in the Company.
Furthermore, as a substantial shareholder of the
Company, it is in the best interest of Swire to see
that executives of high quality are seconded to and
retained within the Company.
A number of Directors and senior staff with
specialist skills are employed directly by the
Company on similar terms.
This policy and the levels of remuneration paid to
executive Directors of the Company were reviewed
by the Remuneration Committee. At its meeting in
November, the Remuneration Committee considered
a report prepared for it by independent consultants,
Mercer Human Resource Consulting Limited, which
confirmed that the remuneration of the Company’s
executive Directors was in line with comparators in
peer group companies. The Committee approved
individual Directors’ remuneration packages to be
paid in respect of 2006.
No Director takes part in any discussion about his
own remuneration. The remuneration of independent
non-executive Directors is determined by the Board
in consideration of the complexity of the business
and the responsibility involved.
Annual fees of independent non-executive Directors
are as follows:
Director’s fee HK$160,000
Fee for serving on Audit Committee HK$150,000
Fee for serving on Remuneration
Committee HK$50,000
The Remuneration Committee held two meetings
during 2005, the attendance of which was
as follows:
James Hughes-Hallett (2/2), Peter Lee (2/2) and
Tung Chee Chen (2/2).
Audit Committee
The Audit Committee is responsible to the Board
and consists of four non-executive Directors, three
of whom are independent. The members are Vernon
Moore, Peter Lee and Jack So. It is chaired by an
independent non-executive Director, Raymond Or.
The Committee reviewed the completeness,
accuracy and fairness of the Company’s reports and
accounts and provided assurance to the Board that
these comply with accounting standards, stock
exchange and legal requirements. The Committee
also reviewed the adequacy and effectiveness of
the internal control and risk management systems.
It reviewed the work done by the internal and
external auditors, the relevant fees and terms,
results of audits performed by the external auditors
and appropriate actions required on significant
control weaknesses. The external auditors, the
Finance Director and the Internal Audit Manager
also attended these meetings.
The Audit Committee held three meetings during
2005, the attendance of which was as follows:
Peter Lee (3/3), Vernon Moore (3/3), Raymond Or
(3/3) and Jack So (3/3).
Expenditure Control Committee
The Expenditure Control Committee meets monthly
to evaluate and approve capital expenditure. It is
chaired by one executive Director, Tony Tyler and
comprises the Finance Director, Robert Atkinson
and one executive officer, Augustus Tang.
Corporate Governance