Cathay Pacific 2011 Annual Report Download - page 42

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company, PetroChina Company Limited until May 2011.
Save as disclosed in this paragraph, no Director, any of
their associates or any shareholder who, to the
knowledge of the Directors, owns more than 5% of the
Company’s issued share capital has an interest in the
Group’s five largest suppliers.
Directors
Ivan Chu, Zhao Xiaohang, Martin Murray and Wang
Changshun were appointed as Directors with effect from
31st March 2011, 1st June 2011, 18th November 2011
and 14th March 2012 respectively. All the other present
Directors of the Company whose names are listed on
pages 34 and 35 served throughout the year. Tony Tyler,
Zhang Lan, James E. Hughes-Hallett and Kong Dong
served as Directors until their resignation with effect from
31st March 2011, 1st June 2011, 18th November 2011
and 14th March 2012 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, Christopher Pratt, Ian
Shiu, Jack So and Tung Chee Chen retire this year and,
being eligible, offer themselves for re-election.
Martin Murray, Wang Changshun and Zhao Xiaohang,
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$3.0 million; they
received no other emoluments from the Company or any
of its subsidiaries.
Directors’ interests
At 31st December 2011, the register maintained under
Section 352 of the Securities and Futures Ordinance
(“SFO”) showed that a Director held the following
interest in the shares of Cathay Pacific Airways Limited:
Capacity No. of shares
Percentage of
issued capital (%)
Ian Shiu Personal 1,000 0.00003
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, 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