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The Company is committed to ensuring high standards of corporate
governance in the interests of shareholders and devotes considerable
effort to identifying and formalising best practices.
Board Structure
The overall management of the Company's business
is vested in the Board. Pursuant to the Articles of Association
and the Protocol adopted by the Board, the Board has delegated the
day-to-day management of the Company's business to the Executive
Directorate and focuses its attention on matters affecting the Company's
overall strategic policies, finances and shareholders. These include
financial statements, dividend policy, significant changes in accounting
policy, the annual operating budget, certain material contracts,
strategies for future growth, major financing arrangements and major
investments, risk management strategies, treasury policies and fare
structures.
The Board comprises 11 members, consisting of one
executive Director (the Chief Executive Officer) and 10 non-executive
Directors, of whom 6 are independent non-executive Directors.
Board Committees
As an integral part of good corporate governance,
the Board has established the following Board Committees
to oversee particular aspects of the Company's affairs. Each
of these Committees comprise entirely non-executive Directors who
have been invited to serve as members. The Committees are governed
by their respective Terms of Reference.
Audit Committee
The Audit Committee consists of four non-executive
Directors, three of whom are independent non-executive Directors.
The Finance Director, the Head of Internal Audit and
representatives of the External Auditors of the Company are expected
to attend meetings of the Committee. At the discretion of the Committee,
others may also be invited to attend meetings. The Committee normally
meets four times a year, and the External Auditors or the Finance
Director may request a meeting if they consider it necessary.
The duties of the Audit Committee include financial
and efficiency aspects. Amongst other things, the Committee reviews
the truth and fairness of the Group's annual and interim financial
statements, and discusses with the External Auditors the nature
and scope of audit before the audit commences. It also reviews and
approves non-audit services. The Audit Committee conducts an assessment,
at least annually, of the effectiveness of the Company's systems
of internal control. These systems allow the Board
to monitor the Company's overall financial position and to
protect its assets. The Audit Committee reviews and approves the annual Internal Audit Plan which includes audits on the efficiency of chosen activities or operations
of the Company. In addition, the Committee reviews periodic reports from the Head of Internal Audit and the follow-up of major action plans recommended, and puts forward
recommendations to the Board where appropriate. The chairman of the Committee summarises
activities of the Committee for the year and highlights issues arising
therefrom in a report to the Board.
Remuneration Committee
The Remuneration Committee consists of three non-executive
Directors, two of whom are independent non-executive Directors.
The Remuneration Committee makes recommendation to the Board on
executive Directors' remuneration packages and terms of employment.
The Committee also determines relevant remuneration policy for executive
Directors and their participation in incentive schemes operated
by the Company.
Nominations Committee
The Nominations Committee consists of seven non-executive
Directors, four of whom are independent non-executive Directors.
The Nominations Committee nominates and recommends to the Board
candidates for filling vacancies on the Board, and the positions of Chief Executive Officer ("CEO"), Finance Director ("FD") and Chief Operating Officer ("COO") (provided that the COO position exists). For the positions of FD and COO, the Committee may consider candidates recommended by the CEO, or any other candidiates (provided that the CEO shall have the right to first agree to such other candidates).
Terms of Reference
Members of the Board
Dr. Raymond
Ch'ien Kuo-fung
Non-executive Chairman
 Dr. Raymond Ch'ien Kuo-fung 56, was appointed Non-Executive Chairman in July 2003. He has been a member of the Board since 1998. Dr. Ch'ien is chairman of CDC Corporation and its subsidiary, China.com Inc. He is also chairman and independent non-executive director of Hang Seng Bank Limited, as well as non-executive chairman of HSBC Private Equity (Asia) Limited. He serves on the boards of The Hongkong and Shanghai Banking Corporation Limited, Inchcape plc, Convenience Retail Asia Limited, The Wharf (Holdings) Limited and Swiss Reinsurance Company. Dr. Ch'ien is chairman of the Hong Kong/European Union Business Cooperation Committee, a Hong Kong member of the APEC Business Advisory Council, and a member of the Standing Committee of the Tianjin Municipal Committee of the Chinese People's Political Consultative Conference. In addition, Dr. Ch'ien is the honorary president and past chairman of the Federation of Hong Kong Industries. He was a member of the Executive Council of Hong Kong, then under British Administration, from 1992 to 1997, a member of the Executive Council of the Hong Kong SAR from 1 July 1997 to June 2002 and chairman of the Advisory Committee on Corruption of the Independent Commission Against Corruption from 1 January 1998 to 31 December 2006. Dr. Ch'ien was appointed a Justice of the Peace in 1993. He was made a Commander in the Most Excellent Order of the British Empire in 1994 and awarded the Gold Bauhinia Star medal in 1999. In August 2008, he was awarded the honour of Chevalier de I'Ordre du Merite Agricole. Dr. Ch'ien received a doctoral degree in economics from the University of Pennsylvania in 1978 and became a Trustee of the University in 2006.
C.K. Chow
Chief Executive Officer
 Chow Chung-kong 58, was appointed Chief Executive Officer on 1 December 2003. He was formerly chief executive officer of Brambles Industries Ltd, a global support services company. From 1997 to 2001, Mr. Chow was chief executive of GKN PLC, a leading engineering company based in the United Kingdom. Mr. Chow is a chartered engineer. He holds Bachelor of Science and Master of Science degrees in Chemical Engineering from The University of Wisconsin and The University of California respectively. He also holds a Master of Business Administration degree from The Chinese University of Hong Kong and was a graduate of the Advanced Management Program of Harvard Business School. He was awarded an Honorary Doctor of Engineering degree by The University of Bath. In 2000, Mr. Chow was knighted in the United Kingdom for his contribution to industry. Mr. Chow is the non-executive chairman of Standard Chartered Bank (Hong Kong) Limited and an independent non-executive director of Anglo American plc. He is a member of the Council of The Chinese University of Hong Kong and the General Committee of The Hong Kong General Chamber of Commerce. In public service, Mr. Chow is a board member of The Community Chest of Hong Kong, and a member of the Hong Kong Tourism Board, the Commission on Strategic Development, the Standing Committee on Directorate Salaries and Conditions of Service, as well as the Independent Commission on Remuneration for Members of the Executive Council and the Legislature, and Officials under the Political Appointment System of the HKSAR Government. Mr. Chow is also a member of the Standing Committee of the Shenzhen Municipal Committee of the Chinese People's Political Consultative Conference.
Professor Cheung Yau-kai
Independent Non-executive Director
 Professor Cheung Yau-kai 73, is an independent non-executive Director and has been a member of the Board since 1999. Professor Cheung is Honorary Professor of Engineering and Special Adviser to the Vice-Chancellor of The University of Hong Kong. He was Taikoo Professor of Engineering and Acting Deputy Vice-Chancellor of The University of Hong Kong until 30 June 2000. Professor Cheung began his academic research career at the University College of Swansea, Wales. He was appointed Professor of Civil Engineering at Calgary in 1970 and moved to the University of Adelaide in 1974 as Professor and Chairman of the Department of Civil Engineering. In 1977, he took up the Chair and Headship of the Department of Civil Engineering in The University of Hong Kong. In addition to his academic appointments, Professor Cheung was the former first Senior Vice-President of the Hong Kong Institution of Engineers and the Ex-Chairman of its Accreditation Board. He has been awarded several honorary degrees at educational institutions, including, an honorary Doctor of Science by The University of Hong Kong and an honorary Doctor of Laws by the University of Wales. He has also been elected a member of the Chinese Academy of Sciences, and is a fellow of the Royal Academy of Engineering, a fellow of the Royal Society of Canada and immediate past President of the Hong Kong Academy of Engineering Sciences.
Christine Fang Meng-sang
Independent Non-executive Director
 Christine Fang Meng-sang 50, is an independent non-executive Director and has been a member of the Board since 2004. Ms. Fang has been the chief executive of the Hong Kong Council of Social Service since 2001. Prior to joining the Hong Kong Council of Social Service, she worked for the Hong Kong Red Cross from 1989 to 2001 and held the position of Secretary General from 1993 to 2001. By training, Ms. Fang is a social worker and has a strong background in community service. She sits on various government advisory committees, including the Manpower Development Committee, the Sustainable Development Council and the Digital 21 Strategy Advisory Committee. She is also a member of the Commission on Strategic Development.
Edward Ho Sing-tin
Independent Non-executive Director
 Edward Ho Sing-tin 69, is an independent non-executive Director and has been a member of the Board since 1991. He is an architect and the Group Chairman of Wong Tung & Partners Limited. Mr. Ho was an elected member of the Legislative Council of Hong Kong from 1991 to 2000, representing the architectural, surveying and planning functional constituency. He was president of the Hong Kong Institute of Architects in 1983 and 1984 and was chairman of the Hong Kong Industrial Estates Corporation from 1992 to 2001. Mr. Ho serves on a number of statutory boards and advisory committees including the Board of Hong Kong Hospital Authority. He is also chairman of the Board of Governors of the Hong Kong Philharmonic Society Ltd. and chairman of the Antiquities Advisory Board.
Ng Leung-sing
Independent Non-executive Director
 Ng Leung-sing 59, joined the Board as an independent non-executive Director on 18 December 2007. Mr. Ng is vice chairman of Chiyu Banking Corporation, general manager, Bank-wide Operation Department of Bank of China (HK) Ltd and an independent non-executive director of Smartone Telephone Holdings Ltd. He is a director of the Bank of China (Hong Kong) Charitable Foundation and a Member of the Court of Lingnan University. Mr. Ng is also a Hong Kong Deputy to the 10th and 11th National People's Congress, People's Republic of China. Mr. Ng is a graduate of University of East Asia, Graduate College, Macau and holds a diploma in Chinese Law.
Abraham Shek Lai-him
Independent Non-executive Director
 Abraham Shek Lai-him 63, joined the Board as an independent non-executive Director on 18 December 2007. Mr. Shek is an independent non-executive director and an audit committee member of each of Midas International Holdings Limited, Paliburg Holdings Limited, Lifestyle International Holdings Limited, Chuang's Consortium International Limited, NWS Holdings Limited, Regal Portfolio Management Limited, Titan Petrochemicals Group Limited, Eagle Asset Management (CP) Limited, ITC Corporation Limited, Country Garden Holdings Company Limited and SJM Holdings Limited. He is also an independent non-executive director of each of Hop Hing Group Holdings Limited and Hsin Chong Construction Group Ltd as well as both the Chairman and an independent non-executive director of Chuang's China Investments Limited. Mr. Shek was appointed as Justice of the Peace in 1995 and was awarded the Silver Bauhinia Star in 2007. He is a Member of the Council of The Hong Kong University of Science & Technology and the Court of the University of Hong Kong. Mr. Shek is a graduate of the University of Sydney and holds a Bachelor of Arts degree and a Diploma in Education.
T. Brian Stevenson
Independent Non-executive Director
 T. Brian Stevenson 63, is an independent non-executive Director and has been a member of the Board since October 2002. He is a non-executive director of The Hongkong and Shanghai Banking Corporation Limited, a member of the Asia Pacific Advisory Board of BT and a member of the Public Service Commission. He is Deputy Chairman of the Hong Kong Jockey Club with effect from 10 March 2008. Mr. Stevenson was previously the Senior Partner of Ernst & Young, Hong Kong from 1981 to 1999. He served on the Council of the Hong Kong Society of Accountants from 1991 to 1997 and was president of the Society in 1996. Mr. Stevenson is a chartered accountant and holds law degrees from Glasgow and Hong Kong Universities. He was awarded the Silver Bauhinia Star medal in 1998. He is also a Justice of the Peace.
Secretary for Transport and Housing
Non-executive Director
 Secretary for Transport and Housing (Eva Cheng 48, joined the Board as a non-executive Director appointed as an "additional director" under section 8 of the MTR Ordinance on 1 July 2007 upon her appointment as the Secretary for Transport and Housing of the Government of the Hong Kong SAR. Ms. Cheng has served in various bureaux and departments of the Government of the HKSAR since 1983. Before joining the Transport and Housing Bureau, Ms. Cheng was the Permanent Secretary for Economic Development. She is a graduate of the University of Hong Kong and holds a Bachelor of Social Science degree.)
Professor Chan Ka-keung, Ceajer
Non-executive Director
 Professor Chan Ka-keung, Ceajer 51, joined the Board as a non-executive Director on 10 July 2007 after his appointment as the Secretary for Financial Services and the Treasury of the Government of the Hong Kong SAR with effect from 1 July 2007. He received his bachelor's degree in economics from Wesleyan University in the US and both his M.B.A. and Ph.D. in finance from the University of Chicago. Professor Chan sits on the boards of several public bodies including the Mandatory Provident Fund Schemes Authority and The Hong Kong Mortgage Corporation Limited and is the Chairman of the Kowloon-Canton Railway Corporation in his official capacity. Before joining the Government, Professor Chan was Dean of Business and Management of the Hong Kong University of Science and Technology from 1 July 2002. He was also an independent non-executive Director of Shui On Construction and Materials Limited from 1 June 2005 to 30 June 2007.
Commissioner for Transport
Non-executive Director
 Commissioner for Transport (Alan Wong Chi-kong 53, joined the Board as a non-executive Director appointed as an "additional director" under section 8 of the MTR Ordinance by virtue of his appointment to the post of the Commissioner for Transport of the Government of the Hong Kong SAR on 18 June 2005. Prior to that, Mr. Wong had served in various bureaux and departments of the Government of the Hong Kong SAR including the former Home Affairs Branch, the former Civil Service Branch, the former Urban Services Department, the former City and New Territories Administration, the former Health and Welfare Branch, the former Recreation and Culture Branch, the former Secretariat of the University and Polytechnic Grants Committee, the former Trade and Industry Branch, the Office of the Commissioner of Insurance from August 1996 to January 2000, the Mandatory Provident Fund Schemes Authority from January 2000 to June 2001, the former Information Technology Services Department from July 2001 to July 2004, and the Office of the Government Chief Information Officer from July 2004 to January 2005. As Commissioner for Transport, Mr. Wong is also a director of several transport-related companies, including The Kowloon Motor Bus Company (1933) Limited, Long Win Bus Company Limited, New World First Bus Services Limited, New Lantao Bus Company (1973) Limited, Citybus Limited, The Star Ferry Company Limited, The New Hong Kong Tunnel Company Limited, Western Harbour Tunnel Company Limited, Tate's Cairn Tunnel Company Limited and Route 3 (CPS) Company Limited.)
Senior Management Team
The MTR Corporation Limited is led by Chairman,
Dr. Raymond Ch'ien Kuo-fung, and managed day to
day by the Chief Executive Officer and seven Directors. Profiles
of Executive Directorate are as follows:
C.K. Chow
Chief Executive Officer
Please
click here for biographical details.
Russell John Black
Projects Director
 Russell John Black 61, has been the Projects Director of the Company since 1992. He is responsible for the planning and implementation of all major railway extension and upgrade projects, which have included the Airport Railway project and the Tseung Kwan O Extension project. Currently under construction is the Kowloon Southern Link, and under planning and design are the West Island Line, the South Island Line, the Guangzhou-Shenzhen-Hong Kong Express Rail Link, the Shatin to Central Line and the Kwun Tong Line Extension. He also provides project management expertise to the Company's railway projects in the Mainland of China. Mr. Black initially worked for the Company from 1976 to 1984 and, prior to rejoining the Company in 1992, he was the Project Director of London Underground's Jubilee Line Extension project. He also worked on Singapore's underground railway and on the Eastern Harbour Crossing. Mr. Black served on the Vocational Training Council from 1998 to 2002, the Construction Advisory Board from 1993 to 1999, the Provisional Construction Industry Coordination Board from 2001 to January 2007 and the Construction Industry Council since February 2007. Mr. Black holds an honours degree in civil engineering from the University of Canterbury in New Zealand. In 2006, he was elected an International Fellow of The Royal Academy of Engineering. He is also a Fellow of the Hong Kong Academy of Engineering Sciences, the Hong Kong Institution of Engineers and the Institution of Professional Engineers, New Zealand. He was awarded the Public Service medal (PBM) in Singapore in 1986 and the Bronze Bauhinia Star medal in 1999.
William Chan Fu-keung
Human Resources Director
 William Chan Fu-keung 59, has been the Human Resources Director since August 1998. He joined the Company as Human Resources Manager in 1989. He is responsible for human resource management, people development, organisation development, operations and management training, administration and security management. Prior to joining the Company, Mr. Chan held senior managerial positions both in the commerce and in the utility sectors in Hong Kong, including the Government, the Hong Kong Productivity Council, Hutchison Whampoa Limited and Hong Kong Telecommunications Limited. He is a fellow member of the Hong Kong Institute of Human Resource Management since 1985 and is also the Vice President of the Institute. He is a Council member of Employers' Federation of Hong Kong, a member of the Remuneration Committee of the Hong Kong Housing Society, the Standing Committee on Disciplined Services Salaries and Conditions of Service and the Career Development and Advisory Board for a number of universities. Mr. Chan received a Bachelor of Social Science degree from The University of Hong Kong in 1971, majoring in economics.
Thomas Ho Hang-kwong
Property Director
 Thomas Ho Hang-kwong 57, has served as the Property Director since joining the Company in 1991. He is responsible for the development and management of all properties above and adjacent to MTR stations and depots. He leads a multi-disciplinary team of managers involved in the planning, design, construction and management of large-scale property developments. Between 1971 and 1990, Mr. Ho worked for the Hong Kong Government specialising in land administration and latterly held a directorate post in the Lands Department, responsible for formulating policies and procedures to make land available for the airport and the Airport Railway project. Mr. Ho was qualified in 1974 as a chartered surveyor in Hong Kong. He is serving The Community Chest of Hong Kong as a Member of the Campaign Organising Committee and a Co-Chairman of the Corporate and Employee Contribution Programme.
Lincoln Leong Kwok-kuen
Finance & Business Development Director
 Lincoln Leong Kwok-kuen 47, has served as the Finance & Business Development Director since May 2008. Mr. Leong joined the Company in February 2002 as the Finance Director and is responsible for the financial management of all of the Company's affairs, including financial planning and control, budgeting, accounting and reporting and the treasury function. In addition, he has responsibility for the Company's information technology function and serves as chairman of both Octopus Holdings Limited and the board of trustees of the Company's retirement schemes. On 1 May 2008, he was re-titled the Finance & Business Development Director to reflect his additional role in overseeing growth business in the Mainland of China and overseas. Mr. Leong graduated from Cambridge University in 1982 and later qualified as a chartered accountant in England in 1985 and Canada in 1986. Prior to joining the Company as Finance Director, he worked in both the accountancy and investment banking industries. Mr. Leong had worked as an accountant in London and Vancouver, Canada and for a number of years as an investment banker in Hong Kong. Mr. Leong is the chairman of the executive committee of the Hong Kong Society for the Protection of Children, a member of the supervisory board of the Hong Kong Housing Society and a non-official member of the Family Council. He also serves on the Board of Governor of the Chinese International School and is a trustee of the Hospital Authority Pension Fund Scheme. Mr. Leong is also a non-executive director of both Hong Kong Aircraft Engineering Company Limited and Tai Ping Carpets International Limited.
Dr. Francois Lung Ka-kui
China & International Business Director
 Francois Lung Ka-kui 49, has served as the China & International Business Director since September 2005. He heads the Company's growth-business efforts, including investments in Mainland of China, operating franchises in Europe and international consultancy. Dr. Lung has held various positions in a number of Royal Dutch Shell affiliates since 1997 and joined the Company from Shell Eastern Petroleum (Pte) Ltd. He was the General Manager, China, with responsibility for strategy development, governance and business performance of Shell's gas and power business in China. From 1994 to 1997, he held positions at Duke Energy Asia Limited, an affiliate of Duke Energy International, becoming Vice-President in 1996. Prior to this, Dr. Lung spent approximately five years at PowerGen plc, a major generator, distributor and retailer of electricity in the United Kingdom, and three years at the Central Electricity Generating Board before the privatisation of the electricity industry in the United Kingdom. Dr. Lung holds a Bachelor of Science degree in Mechanical Engineering from the University of Hong Kong, a PhD in Combustion from the University of Leeds in the United Kingdom, a Master of Science degree in Management from the University of Southampton in the United Kingdom and a Bachelor of Law degree from the University of London. Dr. Lung was admitted to the Bar of the United Kingdom in 1992.
Andrew McCusker
Operations Director
 Andrew McCusker 63, has served as the Operations Director since December 2005. Mr. McCusker has more than 40 years of experience in the operating, engineering and projects fields in Defence, Power, Water and Rail Industries. He joined the Company as Operations Engineering Manager in 1987, and since then has been posted to other responsible positions, including Operations Engineering Design Manager, Project Manager (Operations) and General Manager (Operations). He was appointed Deputy Operations Director in March 2004 and Acting Operations Director in October 2005. Mr. McCusker holds a degree in Mechanical Engineering from the Kensington University in the United States and is a chartered member of both the Institution of Mechanical Engineers of the United Kingdom and the Chartered Institute of Personnel and Development (U.K.). In 2007, he was awarded the prestigious Steve Maxwell Leadership Award from the Australian Asset Management Council.
Leonard Bryan Turk
Legal Director & Secretary
 Leonard Bryan Turk 59, is a solicitor admitted to practise both in England and Wales and in Hong Kong. He joined the Company in 1981 and has been Legal Director & Secretary to the Board since 1988. Mr. Turk is responsible for legal advice, corporate secretarial services, insurance, procurement, enterprise risk management and corporate social responsibility functions within the Company. His responsibilities include matters of corporate governance as well as construction contracts, contract administration and dispute resolution. Before joining the Company, Mr. Turk worked in England, concentrating particularly on commercial property development and the financing of large projects.
Dr. Lee Kang-kuen
Deputy Projects Director
 Lee Kang-kuen 60, joined the company in December 2007 as Deputy Project Director. In 1981, Dr. Lee joined the Kowloon-Canton Railway as a Workshop Engineer, responsible for setting up the maintenance system and facilities for the electric trains. Since then, he had undertaken responsibilities for the maintenance of the railway infrastructure and insitu improvement projects for the railway. In 1997, Dr. Lee was appointed Director-East Rail responsible for the operations, maintenance and marketing of East Rail. In 1998 Dr. Lee also took up the responsibilities for the planning and implementation of the three East Rail Extension projects – Tsim Sha Tsui Extension-, Ma On Shan Rail and Lok Ma Chau Spur Line. In 2004 Dr. Lee was promoted to Senior Director-Capital Projects, responsible for the planning and implementation of all new railway projects of the Kowloon- Canton Railway Corporation.
Dr. Lee holds a Master of Science degree in Electrical Engineering and a Doctor degree in Engineering from the Hong Kong Polytechnic University. He is a fellow of the Hong Kong Institution of Engineers and a member of the Institution of Engineering Technology of UK. Dr. Lee is an Adjunct Professor in Electrical Engineering and Fellow of the Hong Kong Polytechnic University. He serves as a member of the Advisory Committee of the Community College of Hong Kong Polytechnic University. Previously Dr. Lee had also served as Chairman of the Advisory Committee in Electrical Engineering of Hong Kong Polytechnic University, a member of the Construction Workers Registration Board and the Committee on Apprenticeship and Trade Testing of the Vocational Training Council.
Y.T. Li
Deputy Operations Director
 Li Yun-tai 56, has been appointed as Deputy Operations Director for the Company with effect from the Merger Date. He was previously employed by the Company from 1978 to 1984, initially for works train operations and then taking up several positions in station management. He joined KCRC in 1984 and was appointed as Senior Director – Transport in 2003. Before re-joining the Company, Mr. Li was responsible for managing all domestic and cross-boundary transport services of KCRC which included electric train, light rail, bus, intercity and freight services. As head of the Transport Division, he was in charge of the operation of trains and stations, maintenance of rolling stock and all railway infrastructure, as well as safety and quality management, operations planning for new railway projects, marketing, and staff training. Mr. Li holds a Bachelor of Social Science degree and a Master of Philosophy degree from the Chinese University of Hong Kong. He is currently a Vice Chairman of Asia-Pacific Division, International Association of Public Transport (UITP), and a Council Member of the Chartered Institute of Logistics & Transport in Hong Kong.
David Fleming
Deputy Legal Director
 David Fleming 62, has been appointed as Deputy Legal Director for the Company with effect from the Merger Date. Mr. Fleming is a solicitor admitted to practise in Hong Kong, England and Wales, and Australia. In 1993 he was engaged as KCRC's principal legal adviser. In 1997 he was appointed as Company Secretary and General Counsel. Before joining KCRC, Mr. Fleming worked as a solicitor in private practice in Hong Kong and Australia, and in the legal department of the Government.
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