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Speaker:Speaker: Mr. C.K. CHOMr. C.K. CHOBarrister,Barrister,
LLB ( Hons.) London ,CFE, DMS, MIMC, MCMI, MIoDLLB ( Hons.) London ,CFE, DMS, MIMC, MCMI, MIoD
ViceVice--President, Hong Kong President, Hong Kong Chapter, The Association of Fraud Chapter, The Association of Fraud ExaminersExaminersFormer Head of Legal Research Former Head of Legal Research and Management Unit, Operations and Management Unit, Operations Department, ICACDepartment, ICACMaster Trainer , Academy of Master Trainer , Academy of Management ConsultancyManagement Consultancy
DISCLAIMERDISCLAIMER
Not a substitute for legal adviceNot a substitute for legal advice
For educational purposes onlyFor educational purposes only
Any views expressed are my own opinionAny views expressed are my own opinion
CORPORATE CORPORATE GOVERNANCE MANUALGOVERNANCE MANUAL
3RD EDITION3RD EDITIONAPRIL 2005APRIL 2005
EXTRACT FROM WEBSITE OF KCRCEXTRACT FROM WEBSITE OF KCRC
MISSIONMISSION
To provide a To provide a safe ,safe ,reliable , reliable , profitable and integrated railway networkprofitable and integrated railway networkmeeting the increasing demand for meeting the increasing demand for territorial, crossterritorial, cross--boundary and intercity boundary and intercity railway servicesrailway services
Corporation to find better ways to:Corporation to find better ways to:
(a)(a) serve customers and meet performance serve customers and meet performance pledgespledges
(b)(b) fulfill both Government and corporate fulfill both Government and corporate objectivesobjectives
(c)(c) Maintain financial strengthMaintain financial strength(d)(d) Develop sound business partnershipsDevelop sound business partnerships(e)(e) Build teamwork and commitment in staffBuild teamwork and commitment in staff; ;
andand(f)(f) Encourage initiative and reward successEncourage initiative and reward success
CORPORATE VISIONCORPORATE VISION
To be a world leader in providing quality To be a world leader in providing quality transport services on the basis of prudent transport services on the basis of prudent commercial principlescommercial principles
CORE VALUESCORE VALUES
Keep customers firstKeep customers first
Continue improvingContinue improving
Respect and trustRespect and trust
Communicate effectivelyCommunicate effectively
ROLE OF THE CHAIRMANROLE OF THE CHAIRMAN
Responsible for the conduct of the Responsible for the conduct of the Business of the Managing BoardBusiness of the Managing Board(Source: Para. 211 of Corporate (Source: Para. 211 of Corporate Governance Manual)Governance Manual)
RULES FOR CONDUCT OF RULES FOR CONDUCT OF CORPORATION BUSINESSCORPORATION BUSINESS
Para. 241 (a) to (r) set out those matters which will in all Para. 241 (a) to (r) set out those matters which will in all cases be referred to the Managing Board for its cases be referred to the Managing Board for its consideration and approval, consideration and approval, together with any further together with any further items which the Board may from time to time decide.items which the Board may from time to time decide.Examples:Examples:Annual budgetAnnual budgetPassenger fares and freight chargesPassenger fares and freight chargesContracts in excess of HK$50 millionContracts in excess of HK$50 millionConsultancy contracts in excess of HK$10 millionConsultancy contracts in excess of HK$10 million
Para. 242 of the Corporate Para. 242 of the Corporate Governance ManualGovernance Manual
Management must report to the Board Management must report to the Board each montheach month on on
significant developments, together with the significant developments, together with the operating and financial results, operating and financial results, information on use of the Corporate Seal, information on use of the Corporate Seal, letting of major contracts, letting of major contracts, accidents, service disruptionsaccidents, service disruptions,,Public complaints and any other matters Public complaints and any other matters which may be required by the Board from which may be required by the Board from time to timetime to time