Cathay Pacific 2010 Annual Report Download - page 42

40
Directors
Ivan Chu, Irene Lee, Merlin Swire and W.E. James
Barrington were appointed as Directors with effect from
31st March 2011, 13th January 2010, 1st June 2010 and
1st July 2010 respectively. All the other present Directors
of the Company whose names are listed on pages 32 and
33 served throughout the year. Robert Woods, Philip
Chen and Tony Tyler served as Directors until their
resignation with effect from 1st June 2010, 1st July 2010
and 31st March 2011 respectively.
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, James W.J. Hughes-
Hallett and John Slosar retire this year and, being eligible,
offer themselves for re-election.
W.E. James Barrington, Ivan Chu and Merlin Swire, 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$2.6 million; they
received no other emoluments from the Company or any
of its subsidiaries.
Directors’ interests
At 31st December 2010, the register maintained under
Section 352 of the Securities and Futures Ordinance
(“SFO”) showed that Directors held the following
interests in the shares of Cathay Pacific Airways Limited:
Capacity No. of shares
Percentage of
issued capital (%)
Ian Shiu Personal 1,000 0.00003
Tony Tyler Personal 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, Kong Dong
and Ian Shiu had 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.
Directors’ Report