Corporate
Governance
Managing Corporate Governance
The Corporation is committed to adopting best practices in corporate governance to ensure that it is well-managed in the interest of all its stakeholders. The Board of Directors holds overall responsibility for oversight of the Corporation 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 supports the formulation of the Corporation's strategy and works together with the Executive Committee to ensure that we maintain stakeholder trust and confidence. The Board comprises members with a diverse and balanced set of skills, experiences and perspectives. Please refer to our Annual Report for details of our Board of Directors.
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.
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Governance Structure
Led by the Chairman of the Board, the Corporate Responsibility Committee (“CoRC”) has strategic oversight over our corporate responsibility commitments and reports to the Board of Directors on these issues. At the management level, the Corporate Responsibility Steering Committee (“CoRSC”), chaired by the Corporate Affairs Director, focuses on driving and reviewing the implementation of sustainability initiatives across all MTR divisions. Members of the CoRSC include members of the Executive Directorate and colleagues representing MTR's major business units. 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 consists of all the Members of the Executive Directorate.
Corporate Responsibility Committee (“CoRC”)
Reports to:
Board of Directors
Chaired by:
Chairman of the Board
Frequency of meetings:
Twice a year
Composition:
One Non-Executive Director (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 CoRSC 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.
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Vision, Purpose and Values
Our Vision and Values state our core philosophy, principles and ideals as we fulfil our Purpose.
Climate Change Strategy
Our Climate Change Strategy reinforces our commitment to mitigating and adapting to climate change. It details our approaches and strategies to address climate challenges to ensure safe, reliable and efficient delivery of our services in the future.
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Policies
Corporate Responsibility Policy
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 which creates shared value for the communities where we operate. In line with our Vision, Purpose 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.
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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, Purpose 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.
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Corporate Safety Policy
Our safety-first culture is supported by our Corporate Safety Policy and Corporate Safety Governance Framework. They define our approach and objectives for safety management and ensure that safety is an essential duty and responsibility of each director, manager, supervisor and employee at MTR.
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Environmental Policies
Our Corporate Responsibility Policy outlines our 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 environmental protection initiatives in the supply chain and allows us to explore and implement innovative environmental practices with our suppliers.
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Human Rights Policies
MTR is committed to ensuring positive labour standards across all its business and supply chain. The MTR Corporation Modern Slavery and Human Trafficking Statement reflects our commitment to preventing any incidence of modern slavery or human trafficking within our extensive business and supply chain.
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. MTR believes Board diversity brings a vital balance of perspectives, skills, experience, and expertise which is necessary to enhance the performance of the Corporation.
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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 regularly identify and review risks (including sustainability risks) across all business units 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 for better business performance. The Enterprise Risk Committee, the Executive Committee and the Risk Committee review the enterprise risk profile and brainstorm key emerging risks on a quarterly basis to ensure that key risks and those cutting across different areas of the business are captured.
Details of how we identify and evaluate enterprise risks, including sustainability risks, and the key focus areas for risk management can be found in the Corporate Governance Report and the Risk Management section of our Annual Report.
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