Cathay Pacific 2015 Annual Report Download - page 41

Annual Report 2015
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• 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.
Potential new Board members are identified on the basis of
skills and experience which, in the opinion of the Directors,
will enable them to make a positive contribution to the
performance of the Board.
Full details of changes in the Board during the year and to
the date of this report are provided in the Directors’ Report
on pages 33 and 34.
Board Diversity
The Board has a board diversity policy, which is available on
the Company’s website.
In order to achieve a diversity of perspectives among
members of the Board, it is the policy of the Company to
consider a number of factors when deciding on
appointments to the Board and the continuation of those
appointments. Such factors include gender, age, cultural
and educational background, ethnicity, professional
experience, skills, knowledge, length of service and the
legitimate interests of the Company’s principal
shareholders.
Responsibilities of Directors
On appointment, the Directors receive information about
the Group including:
• the role of the Board and the matters reserved for
its attention
• the role and terms of reference of Board Committees
• the Group’s corporate governance practices and
procedures
• the powers delegated to management and
• the latest financial information.
Directors update their skills, knowledge and familiarity with
the Group through their participation at meetings of the
Board and its committees and through regular meetings
with management. Directors are regularly updated by the
Company Secretary on their legal and other duties as
Directors of a listed company.
Through the Company Secretary, Directors are able to
obtain appropriate professional training and advice.
Each Director ensures that he/she can give sufficient time
and attention to the affairs of the Group. All Directors
disclose to the Board on their first appointment their
interests as a Director or otherwise in other companies or
organisations and such declarations of interests are
updated regularly.
Details of Directors’ other appointments are shown in their
biographies on pages 28 and 29.
Board Processes
All committees of the Board follow the same processes as
the full Board.
The dates of the 2015 Board meetings were determined in
2014 and any amendments to this schedule were notified to
Directors at least 14 days before regular meetings. Suitable
arrangements are in place to allow Directors to include
items in the agenda for regular Board meetings.
The Board met five times in 2015. The attendance of
individual Directors at meetings of the Board and its
committees is set out in the table on page 40. Average
attendance at Board meetings was 82%. All Directors
attended Board meetings in person or through electronic
means of communication during the year.
Agendas and accompanying Board papers are circulated
with sufficient time to allow the Directors to prepare
before meetings.
The Chairman takes the lead to ensure that the Board acts
in the best interests of the Company, that there is effective
communication with the shareholders and that their views
are communicated to the Board as a whole.
Board decisions are made by vote at Board meetings and
supplemented by the circulation of written resolutions
between Board meetings.
Corporate Governance Report