Cathay Pacific 2014 Annual Report Download - page 41

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ANNUAL REPORT 2014
39
Governance Culture
Cathay Pacific is committed to ensuring that its affairs are
conducted in accordance with high ethical standards. This
reflects its belief that, in the achievement of its long-term
objectives, it is imperative to act with probity, transparency
and accountability. By so acting, Cathay Pacific believes that
shareholder wealth will be maximised in the long term and
that its employees, those with whom it does business and the
communities in which it operates will all benefit.
Corporate governance is the process by which the Board
instructs management of the Group to conduct its affairs
with a view to ensuring that its objectives are met. The Board
is committed to maintaining and developing robust corporate
governance practices that are intended to ensure:
• satisfactory and sustainable returns to shareholders
• that the interests of those who deal with the Company
are safeguarded
• that overall business risk is understood and managed
appropriately
• the delivery of high-quality products and services to the
satisfaction of customers and
• that high standards of ethics are maintained.
Corporate Governance Statement
The Corporate Governance Code (the “CG Code”) as
published by The Stock Exchange of Hong Kong Limited
sets out the principles of good corporate governance and
provides two levels of recommendation:
• code provisions, with which issuers are expected to
comply, but with which they may choose not to comply,
provided they give considered reasons for
non-compliance
• recommended best practices, with which issuers are
encouraged to comply, but which are provided for
guidance only.
The Company supports the principles-based approach of
the CG Code and the flexibility this provides for the
adoption of corporate policies and procedures which
recognise the individuality of companies. Cathay Pacific has
adopted its own corporate governance code which is
available on its website www.cathaypacific.com. Corporate
governance does not stand still; it evolves with each
business and operating environment. The Company is
always ready to learn and adopt best practices.
Corporate Governance Report
The Company complied with all the code provisions set out
in the CG Code contained in Appendix 14 to the Rules
Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the “Listing Rules”) throughout the
year covered by the annual report with the following
exceptions which it believes do not benefit shareholders:
• Sections A.5.1 to A.5.4 of the CG Code in respect of the
establishment, terms of reference and resources of a
nomination committee. The Board has considered the
merits of establishing a nomination committee but has
concluded that it is in the best interests of the Company
and potential new appointees that the Board collectively
reviews and approves the appointment of any new Director
as this allows a more informed and balanced decision to be
made by the Board as to suitability for the role.
The Board of Directors
Role of the Board
The Company is governed by a Board of Directors, which
has responsibility for strategic leadership and control of the
Group designed to maximise shareholder value, while taking
due account of the interests of those with whom the Group
does business and others.
Responsibility for achieving the Company’s objectives and
running the business on a day-to-day basis is delegated to
management. The Board exercises a number of reserved
powers which include:
• maintaining and promoting the culture of the Company
• formulation of long-term strategy
• approving public announcements, including
financial statements
• committing to major acquisitions, divestments and
capital projects
• authorising significant changes to the capital structure
and material borrowings
• any issue, or buy-back, of equity securities under the
relevant general mandates
• approving treasury policy
• setting dividend policy
• approving appointments to the Board
• reviewing the board diversity policy with a view to the
Board having a balance of skills, experience and
diversity of perspectives appropriate to the
Company’s businesses