Cathay Pacific 2009 Annual Report Download - page 44

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Corporate Governance
Cathay Pacific is committed to maintaining a high
standard of corporate governance and devotes
considerable effort to identifying and formalising best
practices of corporate governance. The Company has
complied throughout the year with all the code
provisions set out in the Code on Corporate
Governance Practices (the “CG Code”) contained in
Appendix 14 of the Listing Rules. The Company has
also put in place corporate governance practices to
meet most of the recommended best practices in the
CG Code.
The Board of Directors
The Board is chaired by Christopher Pratt (the
“Chairman”). There are five executive Directors
and 12 non-executive Directors, four of whom are
independent. Names and other details of the Directors
are given on pages 33 and 34 of this report. All
Directors are able to take independent professional
advice in furtherance of their duties if necessary. The
independent non-executive Directors are high calibre
executives with diversified industry expertise and
serve the important function of providing adequate
checks and balances for safeguarding the interests of
shareholders and the Company as a whole.
To ensure a balance of power and authority, the role of
the Chairman is separate from that of the Chief
Executive (“CE”). The current CE is Tony Tyler. The
Board regularly reviews its structure, size and
composition to ensure its expertise and independence
are maintained. It also identifies and nominates
qualified individuals, who are expected to have such
expertise to make a positive contribution to the
performance of the Board, to be additional Directors or
fill Board vacancies as and when they arise. A Director
appointed by the Board to fill a casual vacancy is
subject to election of shareholders at the first general
meeting after his/her appointment and all Directors
have to retire at the third annual general meeting
following their election by ordinary resolution, but are
eligible for re-election.
All Directors disclose to the Board on their first
appointment their interests as director or otherwise in
other companies or organisations and such
declarations of interests are updated annually. When
the Board considers any proposal or transaction in
which a Director has a conflict of interest, he/she
declares his/her interest and is required to abstain
from voting.
The Board is accountable to the shareholders for
leading the Company in a responsible and effective
manner. It determines the overall strategies, monitors
and controls operating and financial performance and
sets appropriate policies to manage risks in pursuit of
the Company’s strategic objectives. It is also
responsible for presenting a balanced, clear and
understandable assessment of the financial and other
information contained in the Company’s accounts,
announcements and other disclosures required under
the Listing Rules or other statutory requirements. Day-
to-day management of the Company’s business is
delegated to the CE. Matters reserved for the Board
are those affecting the Company’s overall strategic
policies, finances and shareholders. These include:
financial statements, dividend policy, significant
changes in accounting policy, the annual operating
budgets, material contracts, major financing
arrangements, major investments, risk management
strategy and treasury policies. The functions of the
Board and the powers delegated to the CE are
reviewed periodically to ensure that they remain
appropriate. The Board has established the following
committees: the Board Safety Review Committee, the
Executive Committee, the Finance Committee, the
Remuneration Committee and the Audit Committee,
the latter two with the participation of independent
non-executive Directors.
The Board of Directors held six meetings during 2009,
the attendance of which, taking into account dates of
appointment or resignation, was as follows:
Christopher Pratt (6/6), Robert Atkinson (2/2), Cai
Jianjiang (0/0), Chang Zhenming (1/4), Philip Chen (6/6),
Martin Cubbon (3/3), Fan Cheng (0/0), Henry Fan (2/2),
James E. Hughes-Hallett (4/4), James W.J. Hughes-
42