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The
Board Role The overall management of the Company's business is vested in the Board of Directors. Pursuant to the Company's Articles of Association and the Protocol adopted by the Board of Directors, the Board of Directors 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 strategy, treasury policies and fare structures. The Board has established three Board committees, being the Nominations Committee, Audit Committee and Remuneration Committee. Each of these committees has defined written terms of reference. These committees comprise non-executive directors who have been invited to serve as members. Their independent and objective views on various aspects of how MTR is governed provide proper control and ensure that MTR continues to achieve the high standards expected of a major listed company. Further information on the Board committees is available in the MTR Corporation Annual Report 2003 on pages 45 - 47. The Company takes care to ensure the Board is in a position to exercise its powers in an informed manner. The Board of Directors meets regularly and members of the Board receive information between meetings about developments in the Company's business. All members of the Board of Directors have full and timely access to relevant information and may take independent professional advice, if necessary. The Board of Directors held 12 meetings in 2003 and the average attendance rate was 85%. The Corporate Sustainability Report is reviewed at a full Board meeting at least once a year. This occurred last in May 2004. Composition The Board of Directors announced in April 2003 to split the roles of the Chairman and Chief Executive Officer, after Mr. Jack So's contract as Chairman and Chief Executive expired during 2003. In addition, majority of the Board Members are non-executive directors. The non-executive members of the Board bring a wide range of business and financial experience to the Board. Appointments and Re-elections A person may be appointed as a Board member at any time either by the shareholders in a general meeting or by the Board upon the recommendations of the Nominations Committee. Board members who are appointed by the Board must retire from office at the first Annual General Meeting ("AGM") after their appointment. In either case, the members so elected and appointed are eligible for re-election and re-appointment. At each AGM, one third of the Board members are required to retire from office by rotation (excluding Board members appointed by the Chief Executive of the HKSAR under the Mass Transit Railway Ordinance (Chapter 556 of the Laws of Hong Kong) (the "MTR Ordinance"). The Office of the Commissioner for Transport and the Office of the Secretary for the Environment, Transport & Works are 'additional directors' appointed to the Board of MTR Corporation Limited by the Chief Executive of the HKSAR under the MTR Ordinance. Remuneration Remuneration of Members of the Board and the Executive Directorate are given in the MTR Annual Report 2003 on pages 91-92. |
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