Cathay Pacific 2010 Annual Report Download - page 45

Cathay Pacific Airways Limited Annual Report 2010
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Securities Transactions
The Company has adopted codes of conduct regarding
securities transactions by Directors (the “Securities
Code”) and relevant employees (as defined in the CG
Code) on terms no less exacting than the required
standard set out in the Model Code for Securities
Transactions by Directors of Listed Issuers (the “Model
Code”) contained in Appendix 10 of the Listing Rules. A
copy of the Securities Code is sent to each Director of the
Company first on his/her appointment and thereafter
twice annually, at least 30 days and 60 days respectively
before the date of the board meeting to approve the
Company’s half-year result and annual result, with a
reminder that the Director cannot deal in the securities
and derivatives of the Company until after such results
have been published.
Under the Securities Code, Directors of the Company are
required to notify the Chairman and receive a dated
written acknowledgement before dealing in the securities
and derivatives of the Company and, in the case of the
Chairman himself, he must notify the Chairman of the
Audit Committee and receive a dated written
acknowledgement before any dealing.
On specific enquiries made, all Directors have confirmed
that they have complied with the required standard set
out in the Model Code throughout the year.
Directors’ interests as at 31st December 2010 in the
shares of the Company and its associated corporations
(within the meaning of Part XV of the SFO) are set out on
page 40.
Board Safety Review Committee
The Board Safety Review Committee reviews and reports
to the Board on safety issues. It meets three times a year
and comprises two executive Directors, the CE and John
Slosar, one independent non-executive Director, Jack So,
three executive officers, Ivan Chu, Christopher Gibbs and
Captain Richard Hall, the General Manager Flying, Captain
Henry Craig and the Head of Corporate Safety, Richard
Howell. It is chaired by a former Director Flight
Operations, Ken Barley.
Executive Committee
The Executive Committee is chaired by the CE and
comprises three executive Directors, W.E. James
Barrington, James E. Hughes-Hallett and John Slosar, and
five non-executive Directors, Cai Jianjiang, Fan Cheng,
Peter Kilgour, Kong Dong and Zhang Lan. It meets
monthly and is responsible to the Board for overseeing
and setting the strategic direction of the Company.
Management Committee
The Management Committee meets once a month and is
responsible to the Board for overseeing the day-to-day
operation of the Company. It is chaired by the CE and
comprises three executive Directors, W.E. James
Barrington, James E. Hughes-Hallett and John Slosar, and
all eight executive officers, William Chau, Quince Chong,
Ivan Chu, Christopher Gibbs, Captain Richard Hall, Rupert
Hogg, Nick Rhodes and Tomasz Smaczny.
Finance Committee
The Finance Committee meets monthly to review the
financial position of the Company and is responsible for
establishing the financial risk management policies. It is
chaired by the CE and comprises three executive
Directors, W.E. James Barrington, James E. Hughes-
Hallett and John Slosar, three non-executive Directors,
Fan Cheng, Peter Kilgour and Zhang Lan, the General
Manager Corporate Finance, Keith Fung, the Manager
Corporate Treasury, Andrew West, and an independent
representative from the financial community. Reports on
its decisions and recommendations are presented at
Board meetings.
Remuneration Committee
The Remuneration Committee comprises two
independent non-executive Directors, Irene Lee and Tung
Chee Chen, and is chaired by the Company’s past
Chairman, James W. J. Hughes-Hallett who is also a non-
executive Director.
Corporate Governance