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Managing Corporate Governance

MTR is committed to adopting best practices in corporate governance to ensure that the Corporation is well-managed in the interest of all its stakeholders. The Board of Directors holds overall responsibility for oversight of MTR in relation to company strategy, corporate governance and financial performance. Daily management of the Corporation has been delegated to the Executive Committee which develops and implements the policies and systems to achieve the Board’s strategic vision and direction. The Board, comprising members with a diverse and balanced set of skills, experiences and perspectives, supports the formulation of the Corporation’s strategy. Together with the Executive Committee, the Board works to ensure that we maintain stakeholder trust and confidence.

Guided by our management governance framework, the Corporation exercises a certain level of control and oversight over its subsidiaries and associates in Hong Kong, the Mainland of China and beyond. However, subsidiaries and affiliates have the flexibility to adopt management practices and policies appropriate for their business nature and local contexts. They regularly consult and notify the Corporation on important issues and keep us informed of their related compliance performance through annual reporting.

Governance Structure

Led by the Chairman of the Board, the Corporate Responsibility Committee has strategic oversight over our corporate responsibility commitments and reports to the Board of Directors on these issues. At the management level, our Corporate Responsibility Steering Committee supports the Executive Directorate team in reviewing, monitoring and implementing responsible business practices across all divisions. For details of our overall corporate governance approach and structure, please refer to the Corporate Governance Report in our Annual Report.

Board of Directors

The Board of Directors is our highest governing body, led by the Chairman, it focuses on overall strategic policies and corporate governance. As an integral part of good corporate governance, the Board has established a total of six Board Committees to oversee different aspects of the Corporation’s affairs.

Executive Committee

The Board has delegated the day to day management of the Corporation’s business to the Executive Committee, led by the Chief Executive Officer and is made up of all the Members of the Executive Directorate.

Corporate Responsibility (CoR) Committee

Reports to:

Board of Directors

Chaired by:

Chairman of the Board

Frequency of meetings:

Twice a year

Composition:

One Non-Executive Director (being the Chairman of the Board), four Independent Non-Executive Directors, three members of the Executive Directorate, including the Chief Executive Officer , the Human Resources Director and the Corporate Affairs Director.

Corporate Responsibility Steering Committee (CoRSC)

The CoR Steering Committee provides input to and cascades initiatives related to corporate responsibility and sustainability across all divisions of the Corporation.

Reports to:

Executive Committee

Chaired by:

Corporate Affairs Director

Frequency of meetings:

Three times a year

Composition:

Executive Directors and senior managers representing all major business units.

Vision, Mission and Values

Our Vision, Mission and Values state our core philosophy, principles and ideals as we deliver our caring services with the aim of connecting and growing communities.

Policies

Corporate Responsibility Policy

Reflecting the understanding that our operations and services are closely linked to the lives of the people and communities we serve, our Corporate Responsibility Policy provides guidance for the development and implementation of our sustainability initiatives with the goal of maintaining our position as a responsible business that creates shared value for our society. In line with our Vision, Mission and Values, corporate responsibility is about operating responsibly, using natural resources efficiently in all aspects of our business and contributing positively to the development of our communities.

Business Ethics Policies

Our Code of Conduct reminds our employees of the trust and confidence placed in us by our stakeholders. It outlines the appropriate ethical business practices and behaviours to uphold the highest standard of business ethics, respect the principles of fairness and integrity at all our operating locations and ensure compliance with corporate and regulatory requirements. In line with our Vision, Mission and Values, the Code of Conduct specifies the requirements of the Corporation in terms of ethical practices such as prevention of corruption, bribery and illegal practices, ethics and compliance in the workplace and fair competition.

Supplementing our policies on ethical behaviours, the Corporation’s Whistle-blowing Policy provides various confidential channels to receive complaints in relation to fraudulent acts, unethical acts or non-compliance with laws and regulations and/or the Corporation’s policies which have or could have significant adverse financial, legal or reputational impact on the Corporation. It applies to all internal and external stakeholders and guarantees that whistle-blowers may raise their concerns without fear of victimisation, discrimination or disadvantage.

More information on our approach to business ethics can be found in our Annual Report.

Corporate Safety Policy

Our safety-first culture is supported by our Corporate Safety Policy and the Corporate Safety Governance Framework. They define our approach and objectives for safety management and ensure that safety is essentially the duty and responsibility of each director, manager, supervisor and employee at MTR.

Environmental Policies

Our Corporate Responsibility Policy outlines our management approach to conserving resources and minimising and managing our environmental impacts with a specific focus on environmental protection, climate change and biodiversity. This governs all our operations throughout project lifecycles from conception to construction to long-term operation.

Our Green Procurement Policy provides guidance for staff for incorporating sustainability factors into procurement decisions. This policy supports the environmental protection initiatives in the supply chain and allows us to explore and implement innovative environmental practices with our suppliers.

Our Climate Change Statement reinforces our commitment to mitigating and adapting to climate change to ensure safe, reliable and efficient delivery of our services in the future.

Our Corporate Biodiversity Policy specifies practical considerations to the protection of natural resources and the conservation of biodiversity in our business operations.

Human Rights Policies

MTR is committed to ensuring positive labour standards across all of our supply chains and our business to address human rights issues. The MTR Corporation Slavery and Human Trafficking Statement reflects our commitment to preventing any incidence of modern slavery or human trafficking in our extensive supply chains and our business.

Recognising and embracing the benefits of diversity in the boardroom, the Board Diversity Policy is in place to maintain the highest standards of corporate governance.

Risk Management

Sustainability is integrated into our risk management which helps us ensure better control over our business operations. Our Enterprise Risk Management (ERM) Framework provides a simple and effective management process to identify and review risks (including sustainability risks) across all business units regularly, and prioritise resources to manage any emergent risks. The ERM provides a clear view of the significant risks facing the Corporation and is used to support decision making and project execution which helps us deliver better business performance. The Enterprise Risk Committee, the Executive Committee and the Board Risk Committee review the enterprise risk profile, top risks and key emerging risks on a quarterly basis to stay abreast of key risks.

Details of how we identify and evaluate enterprise risks, including sustainability risks, and the focus areas for risk management can be found in the Corporate Governance Report of our Annual Report.

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