Cathay Pacific 2009 Annual Report Download - page 42

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Directors’ Report
elected Deputy Chairman on 13th May 2009 and
resigned with effect from 27th November 2009. Robert
Atkinson, Henry Fan, Martin Cubbon and Vernon
Moore served as Directors until their resignation with
effect from 12th March 2009, 9th April 2009, 14th May
2009 and 27th November 2009 respectively. Raymond
Or served as a Director until his retirement at the
Company’s annual general meeting held on 13th May
2009. In addition, Peter Lee also served as a Director
of the Company during the year. It is with great
sadness that the Directors report the death of Peter
Lee on 17th October 2009.
The Company has received from each of its
independent non-executive Directors an annual
confirmation of his/her independence pursuant to
Listing Rule 3.13 and the Company still considers
all its independent non-executive Directors to
be independent.
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, Robert
Woods and Zhang Lan retire this year and, being
eligible, offer themselves for re-election.
Cai Jianjiang, Fan Cheng, Peter Kilgour, Irene Lee and
Peter Wong, 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/her 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$2,456,164; they
received no other emoluments from the Company or
any of its subsidiaries.
Directors’ interests
At 31st December 2009, 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:
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
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, Cai Jianjiang, Philip Chen, Fan Cheng 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.
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