Cathay Pacific 2015 Annual Report Download - page 40

Cathay Pacific Airways Limited
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Corporate Governance Report
• 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
• 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 the Group’s risk
management and internal control systems
• ensuring the adequacy of resources, staff qualifications
and experience, training programmes and budget of the
Company’s accounting, internal audit and financial
reporting functions.
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 28 and 29 of this
report and are posted on the Company’s website.
Ivan Chu, Martin Cubbon, Rupert Hogg, Martin Murray,
Ian Shiu and John Slosar are directors and/or employees of
the Swire group. W.E. James Barrington was an employee of
the Swire group. Merlin Swire and Samuel Swire are
shareholders, directors and employees of Swire.
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