Cathay Pacific 2010 Annual Report Download - page 44

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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 32 and 33 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 CE, Tony Tyler will be succeeded by John
Slosar on 31st March 2011. 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.
Corporate Governance
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 2010, the
attendance of which, taking into account dates of
appointment or resignation, was as follows:
Christopher Pratt (6/6), W.E. James Barrington (3/3), Cai
Jianjiang (1/6), Philip Chen (3/3), Fan Cheng (3/6), James
E. Hughes-Hallett (6/6), James W.J. Hughes-Hallett (5/6),
Peter Kilgour (6/6), Kong Dong (2/6), Irene Lee (6/6), Ian
Shiu (6/6), John Slosar (6/6), Jack So (6/6), Merlin Swire
(3/3), Tung Chee Chen (5/6), Tony Tyler (6/6), Peter Wong
(4/6), Robert Woods (3/3) and Zhang Lan (3/6).