Cathay Pacific 2011 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 34 and 35 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. Jack So and Tung Chee Chen have served as
independent non-executive Directors for more than nine
years. The Directors are of the opinion that they remain
independent, notwithstanding their length of tenure. Jack
So and Tung Chee Chen continue to demonstrate the
attributes of an independent non-executive Director noted
above and there is no evidence that their tenure has had
any impact on their independence. The Board believes
that their detailed knowledge and experience of the
Group’s business and their external experience continue
to be of significant benefit to the Company, and that they
maintain an independent view of its affairs. Confirmation
has been received from all independent non-executive
Directors that they are independent as set out in Rule
3.13 of the Listing Rules.
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 John Slosar. 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
Corporate Governance
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 2011, the
attendance at which, taking into account dates of
appointment or resignation, was as follows:
Christopher Pratt (6/6), W.E. James Barrington (6/6), Cai
Jianjiang (0/6), Ivan Chu (4/4), Fan Cheng (0/6), James E.
Hughes-Hallett (5/6), James W.J. Hughes-Hallett (6/6),
Peter Kilgour (6/6), Kong Dong (0/6), Irene Lee (6/6),
Martin Murray (0/0), Ian Shiu (6/6), John Slosar (5/6), Jack