Cathay Pacific 2015 Annual Report Download - page 43

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Annual Report 2015
41
Continuous Professional Development
All Directors named above have received the training
referred to above and have been provided with “A Guide on
Directors’ Duties” issued by the Companies Registry and
“Guidelines for Directors” and “Guide for Independent
Non-Executive Directors” issued by the Hong Kong Institute
of Directors. The Company makes available continuous
professional development for all Directors at the expense of
the Company so as to develop and refresh their knowledge
and skills.
Directors’ and Officers’ Insurance
The Company has arranged appropriate insurance cover
in respect of potential legal actions against its Directors
and Officers.
Conflicts of Interest
If a Director has a material conflict of interest in relation to a
transaction or proposal to be considered by the Board, the
individual is required to declare such interest and abstains
from voting. The matter is considered at a Board meeting
and voted on by Directors who have no material interest in
the transaction.
Delegation by the Board
Responsibility for delivering the Company’s strategies and
objectives, as established by the Board, and responsibility
for day-to-day management is delegated to the Chief
Executive. The Chief Executive has been given clear
guidelines and directions as to his powers and, in particular,
the circumstances under which he should report back to,
and obtain prior approval from, the Board before making
commitments on behalf of the Company.
The Board monitors management’s performance against
the achievement of financial and non-financial measures,
the principal items monitored being:
• detailed monthly management accounts consisting of
statements of profit or loss, financial position and cash
flows compared to budget, together with forecasts
• internal and external audit reports
• feedback from external parties such as customers,
others with whom the Group does business, trade
associations and service providers.
Securities Transactions
The Company has adopted a code of conduct (the
“Securities Code”) regarding securities transactions by
Directors and Officers on terms no less exacting than the
required standard set out in the Model Code for Securities
Transactions by Directors of Listed Issuers contained in
Appendix 10 to the Listing Rules. These rules are available
on the Company’s website.
A copy of the Securities Code has been sent to each
Director of the Company and will be sent to each Director
twice annually, immediately before the two financial period
ends, with a reminder that the Director cannot deal in the
securities and derivatives of the Company during the
blackout period before the Group’s interim and annual
results have been published, and that all their dealings must
be conducted in accordance with the Securities Code.
Under the Securities Code, Directors and senior executives
of the Company are required to notify the Chairman and
receive a dated written acknowledgement before dealing in
the securities and derivatives of the Company and, in the
case of the Chairman himself, he must notify the Chairman
of the Audit Committee and receive a dated written
acknowledgement before any dealing.
On specific enquiries made, all the Directors of the
Company have confirmed that they have complied with the
required standard set out in the Securities Code.
Directors’ interests at 31st December 2015 in the shares of
the Company and its associated corporations (within the
meaning of Part XV of the Securities and Futures Ordinance)
are set out on page 34.
Board Safety Review Committee
The Board Safety Review Committee reviews and reports to
the Board on safety issues. It met twice during the year and
comprises its Chairman (Dr. David King) and all the Non-
Executive Directors and Independent Non-Executive
Directors of the Company.
Executive Committee
The Executive Committee is chaired by the Chief Executive
and comprises three Executive Directors (Rupert Hogg,
Martin Murray and Algernon Yau) and five Non-Executive
Directors (Cai Jianjiang, Martin Cubbon, Fan Cheng, Song
Zhiyong and Zhao Xiaohang). It meets monthly and is
responsible to the Board for overseeing and setting the
strategic direction of the Company.
Corporate Governance Report