Cathay Pacific 2007 Annual Report Download - page 40

Corporate Governance
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 Model Code throughout the year.
Directors’ interests as at 31st December 2007 in the
shares of the Company and its associated corporations
(within the meaning of Part XV of the SFO) are set out
on page 35.
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 two executive Directors,
the CE and John Slosar, two non-executive Directors,
Vernon Moore and Jack So, three executive officers,
Christopher Gibbs, Nick Rhodes and Quince Chong,
the General Manager Flying, Captain Richard Hall and
the Head of Corporate Safety, Richard Howell. It is
chaired by the immediate past Director Flight
Operations, Ken Barley.
Executive Committee
The Executive Committee is chaired by the CE and
comprises three executive Directors, John Slosar,
Robert Atkinson and Augustus Tang, and four non-
executive Directors, Martin Cubbon, Li Jiaxiang,
Vernon Moore and Zhang Lan. It meets monthly and
is responsible to the Board for overseeing and setting
the strategic direction of the Company.
Management Committee
The Management Committee meets once a month
and is responsible to the Board for overseeing the day-
to-day operation of the Company. It is chaired by the
CE and comprises three executive Directors, John
Slosar, Robert Atkinson and Augustus Tang, and all
seven executive officers, James Barrington, William
Chau, Quince Chong, Christopher Gibbs, Ronald
Mathison, Edward Nicol and Nick Rhodes.
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, John Slosar, 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
Cathay Pacific Airways Limited Annual Report 2007
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