Cathay Pacific 2014 Annual Report Download - page 42

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Cathay Pacific Airways Limited
40
• ensuring that appropriate management development
and succession plans are in place
• setting the Group remuneration policy
• approving annual budgets and forecasts
• reviewing operational and financial performance
• reviewing the effectiveness of internal control and risk
management, including the adequacy of the resources,
staff qualifications and experience, training programmes
and budget of the Company’s accounting and financial
reporting function.
To assist it in fulfilling its duties, the Board has established
the Board Safety Review Committee, the Executive
Committee, the Finance Committee, the Remuneration
Committee and the Audit Committee, the latter two and the
Board Safety Review Committee with the participation of
Independent Non-Executive Directors.
Chairman and Chief Executive
The CG Code requires that the roles of Chairman and Chief
Executive be separate and not performed by the same
individual to ensure there is a clear division of
responsibilities between the running of the Board and the
executives who run the business.
John Slosar, the Chairman, is responsible for:
• leadership of the Board
• setting its agenda and taking into account any matters
proposed by other Directors for inclusion in the agenda
• facilitating effective contributions from and dialogue with
all Directors and constructive relations between them
• ensuring that all Directors are properly briefed on issues
arising at Board meetings and that they receive accurate,
timely and clear information
• obtaining consensus amongst the Directors
• ensuring, through the Board, that good corporate
governance practices and procedures are followed.
Ivan Chu, the Chief Executive, is responsible for
implementing the policies and strategies set by the Board in
order to ensure the successful day-to-day management of
the Group’s business.
Throughout the year, there was a clear division of
responsibilities between the Chairman and the
Chief Executive.
Board Composition
The Board is structured with a view to ensuring it is of a high
calibre and has a balance of key skills and knowledge so
that it works effectively as a team and individuals or groups
do not dominate decision-making.
The Board comprises the Chairman, four other Executive
Directors and twelve Non-Executive Directors. Their
biographical details are set out on pages 32 and 33 of this
report and are posted on the Company’s website.
W.E. James Barrington, Ivan Chu, Martin Cubbon, Rupert
Hogg, Martin Murray, Ian Shiu and John Slosar are directors
and/or employees of the Swire group. Merlin Swire and
Samuel Swire are shareholders, directors and employees of
Swire group.
The Non-Executive Directors bring independent advice,
judgement and, through constructive challenge, scrutiny of
executives and review of performance and risks. The Audit
and Remuneration Committees of the Board comprise only
Non-Executive Directors.
The Board considers that four of the twelve Non-Executive
Directors are independent in character and judgement and
fulfil the independence guidelines set out in Rule 3.13 of the
Listing Rules. 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.
The Independent Non-Executive Directors:
• provide open and objective challenge of management
and Board members
• raise intelligent questions and challenge constructively
and with vigour
• bring outside knowledge of the businesses and markets
in which the Group operates, providing informed insight
and responses to management.
The Company has been granted by the Stock Exchange a
waiver from strict compliance with Rule 3.10A of the Listing
Rules, which requires that an issuer must appoint
Independent Non-Executive Directors representing at least
one-third of the Board.
Appointment and Re-election
Potential new Directors are identified and considered for
appointment by the Board. A Director appointed by the
Board is subject to election by shareholders at the first
annual general meeting after his or her appointment, and all
Executive and Non-Executive Directors are subject to
re-election by shareholders every three years.
Corporate Governance Report