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Cathay Pacific Airways Limited Annual Report 2008 39
Directors’ Report
Article 93 of the Company’s Articles of Association
provides for all the Directors to retire at the third
Annual General Meeting following their election by
ordinary resolution. In accordance therewith, Philip
Chen, Henry Fan, Peter Lee, Vernon Moore,
Christopher Pratt, Jack So, Tung Chee Chen and
Tony Tyler retire this year and, being eligible, offer
themselves for re-election. Raymond Or also retires in
accordance with Article 93 but does not offer himself
for re-election.
Kong Dong, Ian Shiu and James E. Hughes-Hallett,
having been appointed as Directors of the Company
under Article 91 since the last Annual General
Meeting, also retire and, being eligible, offer
themselves for election.
Each of the Directors has entered into a letter of
appointment, which constitutes a service contract,
with the Company for a term of up to three years until
his retirement under Article 91 or Article 93 of the
Articles of Association of the Company, which will be
renewed for a term of three years upon each election/
re-election. None of the Directors has any existing or
proposed service contract with any member of the
Group which is not expiring or terminable by the Group
within one year without payment of compensation
(other than statutory compensation).
Directors’ fees paid to the independent non-executive
Directors during the year totalled HK$2,600,000; they
received no other emoluments from the Company or
any of its subsidiaries.
Directors’ interests
At 31st December 2008, the register maintained under
Section 352 of the Securities and Futures Ordinance
(“SFO”) showed that Directors held the following
beneficial interests (all being personal interests) in the
shares of Cathay Pacific Airways Limited and Hong
Kong Aircraft Engineering Company Limited, its
associated corporation (within the meaning of Part XV
of the SFO):
No. of shares
Percentage of
issued capital
Cathay Pacific
Airways Limited
Philip Chen 9,000 0.00023
Ian Shiu 1,000 0.00003
Tony Tyler 5,000 0.00013
Hong Kong
Aircraft Engineering
Company Limited
Ian Shiu 1,600 0.00096
John Slosar 10,000 0.00601
Other than as stated above, no Director or chief
executive of Cathay Pacific Airways Limited had any
interest or short position, whether beneficial or non-
beneficial, in the shares or underlying shares (including
options) and debentures of Cathay Pacific Airways
Limited or any of its associated corporations (within
the meaning of Part XV of the SFO).
Directors’ interests in competing
business
Pursuant to Rule 8.10 of the Listing Rules, Christopher
Pratt, Philip Chen and Kong Dong have disclosed that
they were directors of Air China during the year. Air
China competes or is likely to compete, either directly
or indirectly, with the businesses of the Company as it
operates airline services to certain destinations which
are also served by the Company.