Cathay Pacific 2006 Annual Report Download - page 39

Finance Committee
The Finance Committee meets monthly to review the
financial position of the Company and is responsible
for establishing the financial risk management policy.
It is chaired by the CE and comprises three executive
Directors, Tony Tyler, Robert Atkinson and Augustus
Tang, three non-executive Directors, Martin Cubbon,
Vernon Moore and Zhang Lan, the General Manager
Corporate Finance, Keith Fung, and an independent
representative from the financial community. Reports
on its decisions and recommendations are presented
at Board meetings.
Remuneration Committee
The Remuneration Committee comprises two
independent non-executive Directors, Peter Lee and
Tung Chee Chen, and is chaired by the Company’s
past Chairman, James Hughes-Hallett who is also a
non-executive Director.
Under the Services Agreement between the
Company and JSSHK, which has been considered
in detail and approved by the Directors of the Board
who are not connected with the Swire group, staff
at various levels, including executive Directors, are
seconded to the Company. Those staff report to and
take instructions from the Board of the Company but
remain employees of Swire.
In order to be able to attract and retain international
staff of suitable calibre, the Swire group provides a
competitive remuneration package. This comprises
salary, housing, provident fund, leave passage and
education allowances and, after three years’ service, a
bonus related to the profit of the overall Swire group.
The provision of housing affords ease of relocation
either within Hong Kong or elsewhere in accordance
with the needs of the business and as part of the
training process whereby managers gain practical
experience in various businesses within the Swire
group, and payment of bonuses on a group-wide basis
enables postings to be made to group companies with
very different profitability profiles. Whilst bonuses
are calculated by reference to the profits of the Swire
group overall, a significant part of such profits are
usually derived from the Company.
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 2007.
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.
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Cathay Pacific Airways Limited Annual Report 2006
Corporate Governance