**Exhibit 1.4****EXTRACTED FROM KCRC CORPORATE GOVERNANCE MANUAL 4TH EDITION (AUGUST 2006)****SECTION 2: CORPORATION AND MANAGING BOARD – ROLE OF THE CHAIRMAN, STANDING ORDERS, RULES FORCONDUCT OF CORPORATION BUSINESS AND COMMITTEES OF THE MANAGING BOARD****CORPORATION AND MANAGING BOARD**201 The Kowloon-Canton Railway Ordinance (Chapter 372) sets out the powers of the Corporation.202 The Corporation’s governing body is its Managing Board. This Board comprises a Chairman andnine Members, one of whom is the Chief Executive Officer. All are appointed by the Chief Executiveof the Hong Kong Special Administrative Region with the exception of the Chief Executive Officer,who is appointed by the Corporation with the prior approval of the Chief Executive of the Hong KongSpecial Administrative Region. The Chairman and the Chief Executive Officer perform the functionsassigned to them by the Ordinance, the Managing Board and its Committees.203 – 210 (not used)**ROLE OF THE CHAIRMAN**211 The Chairman is responsible for the conduct of the Business of the Managing Board.212 The Chairman must ensure that the content and order of the Managing Board’s agenda are correctand that Members have the relevant Board papers in good time. In consultation with Members, he isrequired to settle the frequency, location and duration of meetings.213 The Chairman shall preside at all meetings of the Managing Board. If he is unable to attend ameeting, and in the absence of any Member nominated and appointed to act as Chairman in his place,the Standing Orders of the Managing Board shall apply.214 In the event that the Chairman is absent from Hong Kong or unable to through illness to carryout his duties, he must nominate a Member of the Managing Board to the Secretary of theEnvironment, Transport and Works for appointment to act as Chairman until he is able to resume hisresponsibilities.215 The Chairman’s point of contact with Management will be through the Chief Executive Officer forall corporate matters and the Company Secretary for Board-related matters.216 Correspondence addressed to the Chairman together with a draft response will be passed to theChairman, who will have 24 hours to consider the matter and indicate his preferred course ofaction. Where Management holds a different view, a holding reply will be issued pending resolutionof the matter with the Chairman. Where the Chairman does not respond before the end of the 24hours, the matter will be processed by Management. The Chairman shall be kept informed as to anyaction taken.217 – 220 (not used)
 

 
**STANDING ORDERS OF THE MANAGING BOARD**221 The Managing Board’s Standing Orders, which set out how the Board conducts its business, arereproduced as paragraphs 222 to 229 below.222 The Board may appoint a Secretary and shall cause minutes to be kept of all resolutions andproceedings of the Board at each meeting. The minutes of each meeting shall include a record ofthe Members, Corporate staff and any other parties who are present.223 Meetings of the Board will normally be held on the last Monday of each month. Formalnotice will be given and confirmation of the date, time and venue will be noted at the end of theminutes of the previous meeting.224 Any paper for consideration of the Board should be forwarded to reach Members at least 7 daysprior to the relevant Board meeting. With the Chairman’s approval, urgent or sensitive papers maybe distributed at any time prior to the meeting, or tabled at the meeting.225 In addition, the Chairman is empowered to call extraordinary meetings of the Board at any time,and any 2 Members of the Board may together call a meeting by requisition to the Secretary inwriting specifying the business of the meeting.226 At least 48 hours’ notice of any extraordinary meeting shall be given in writing to eachMember. The notice shall specify the place, date and time of the meeting and the business to beconducted.227 The Chairman may also, without calling a meeting, circulate in writing any resolution to allMembers of the Board, and such resolution shall be duly passed if signed by not less than 5Members.228 In the absence of the Chairman of the Board and of any Member nominated and appointed to act asChairman in his place, the Board may appoint a Member to chair the meeting or to respond toproblems on behalf of the Board.229 In the event of any inconclusive ballot of Members on any issue, a casting vote shall beexercised by the Chairman.230 – 240 (not used)**RULES FOR CONDUCT OF CORPORATION BUSINESS**241 The following matters will in all cases be referred to the Managing Board for its considerationand approval, together with any further items which the Board may from time to time decide – (a) Board General Standing Orders.  (b) Rules for Conduct of Corporation Business.  (c) By-laws  (d) 3 Year Business Plans, including revenue, expenses and capital budgets for theensuing year, annual manpower plan and pay review.Corporate Governance Manual 4th Edition Page 2August 2006  
 

 
 (e) Annual Budget.  (f) Annual Report and Audited Accounts.  (g) Recommendations with respect to Dividend Payments.  (h) Major Business Strategies.  (i) Passenger Fares and Freight Charges.  (j) Capital projects, and variations to capital projects, in excess of HK$50million.  (k) All contracts, and variations to all contracts, in excess of HK$50 million.  (l) All non-lowest conforming expenditure and all non-highest conforming revenuecontracts, and variations to such contracts, in excess of HK$20 million.  (m) All consultancy contracts, and variations to consultancy contracts, in excessof HK$10 million.  (n) Substantive appointments of the Chief Executive Officer, Senior Directors,Directors, Deputy Directors, and General Managers who directly report to the CEO,including prior clearance with the Board of any terms and conditions for negotiatingagreements providing for pension, gratuities, settlement and other financial benefits.  (o) Borrowings other than those involving uncommitted facilities with maturities ofone year or shorter.  (p) Purchase and sale of all real property.  (q) Formation, acquisition and disposal of companies.  (r) Write off of fixed assets, the original cost of each of which exceeded $50million, and write off of items of capitalized expenses exceeding $10 million each.  (s) Any proposals for leasing or generating additional revenue in excess of $50million from the land or property held by the Corporation.242 In addition, Management must report to the Board each month on significant developments,together with the operating and financial results, information on use of the Corporate Seal,letting of major contracts, accidents, service disruptions, public complaints and any other matterswhich may be required by the Board from time to time.243 All other authorities to carry out Corporation activities are delegated to the Chief ExecutiveOfficer.244 – 250 (not used)**COMMITTEES OF THE MANAGING BOARD**251 Where a Committee of the Board is formed to handle a particular subject, a Chairmanand a Secretary shall be appointed by the Board and minutes shall be kept in the samemanner as forCorporate Governance Manual 4th Edition Page 3August 2006  
 

 
the Board itself. Furthermore, the decisions arising from the deliberations of any suchCommittee shall be referred to the full Board for ratification.252 To date, the Managing Board has established five Committees, each with its own terms ofreference, to assist the Board in carrying out its work. These are – (a) the Audit Committee;  (b) the Strategic Human Resource Committee;  (c) the Finance Committee;  (d) the Capital Projects Committee; and  (e) the Property Committee.          **The Audit Committee****1.** **Membership** 1.1 The Committee shall consist of three independent non-executive Members appointed by the Boardfrom amongst the Board Members, other than the Board Chairman, none of whom may be aconsultant to the Corporation. 1.2 The Chairman of the Committee shall be appointed by the Board. The Chairman of the Committeemay appoint one of the Members of the Committee to act as the Chairman in his absence. 1.3 A quorum shall be two Members. 1.4 At least one member of the Committee should have appropriate financial experience. 1.5 The Chairman of the Audit Committee will arrange an induction briefing for new AuditCommittee Members. **2.** **Attendance at meetings** 2.1 Director-Finance, General Manager-Internal Audit and the external auditor shall normallyattend meetings of the Committee, except in the case of 3.2 2.2 The Committee may invite any other officer or employee to attend as and when appropriate. 2.3 The Company Secretary or his nominee shall be the Secretary to the Committee. **3.** **Frequency of meetings and reporting** 3.1 The Committee shall meet at least three times a year, and otherwise as required. TheChairman of the Committee shall decide the frequency and timing of meetings. 3.2 There shall be at least one meeting a year during which the Committee can meet the externalauditor and General Manager-Internal Audit independently without management present.Corporate Governance Manual 4th Edition Page 4August 2006  
 

 
3.3 The external auditor or General Manager-Internal Audit may request the Chairman of theCommittee to convene a meeting if either considers that one is necessary. 3.4 The Committee shall be accountable to the Board and shall report on its business to theBoard. 3.5 Minutes of Committee meetings shall be circulated promptly to all Members of the Committeeand, once agreed, to all Members of the Board. 3.6 Notice of each meeting confirming the venue, time and date together with an agenda of itemsto be discussed shall be forwarded to each member of the Committee prior to the date of themeeting in a timely manner. **4.** **Authority and duties**        **Authority**4.1 The Committee is authorised by the Board to – (a) investigate any activity within its terms of reference and shall have unrestricted access tobooks and records for this purpose; (b) seek any information that it requires from any employee and all employees shall be directedto cooperate with any request made by the Committee; and (c) obtain outside legal, accounting or other independent professional advice at theCorporation’s expense and to secure the attendance of outsiders with relevant experience andexpertise if it considers this necessary.        **Duties and responsibilities**4.2 The duties and responsibilities of the Committee shall be to - (a) give to the Board such assurance as it may reasonably require regarding the reliability offinancial information submitted to it and of financial statements issued by the Corporation; (b) make recommendations to the Board on the appointment, removal and remuneration of theexternal auditor; (c) oversee the process for selecting the external auditor and make appropriate recommendationsthrough the Board to the Chief Executive of the HKSAR; (d) assess the independence and objectivity of the external auditor having regard to HK and USprofessional and regulatory requirements, including ensuring the rotation of key partners atappropriate intervals; (e) pre-approve/monitor (whichever is appropriate) the appointment of the external auditor to anyof the Corporation’s subsidiary companies and any additional services to be undertaken by theexternal auditor of such companies; (f) pre-approve all additional audit or non audit services to be undertaken by the externalauditor, including associated fees;Corporate Governance Manual 4th Edition Page 5August 2006  
 

 
(g) ensure that the provision of additional audit or non-audit services does not impair theexternal auditor’s independence or objectivity; (h) review, and challenge where necessary, the actions and judgements of management, in relationto the Annual Report and Accounts, including Form 20-F, before submission to the Board, payingparticular attention to - **•** critical accounting policies and practices, and any changes in them  **•** decisions requiring a major element of judgement  **•** the extent to which the financial statements are affected by any unusualtransactions in the year and how they are disclosed  **•** the clarity of disclosures  **•** significant adjustments resulting from the audit  **•** the going concern assumption  **•** compliance with accounting standards  **•** compliance with stock exchange, and other regulatory and legal, requirements(i) discuss with the external auditor, at an early stage, the nature and scope of the audit,including, in particular, the nature of any significant unresolvedaccounting and auditing problems; the nature of any significant adjustments, reclassification or additionaldisclosures proposed by the external auditor which are significant or which may in thefuture become material; and the nature and impact of any material changes in accountingpolicies; (j) review subsequently whether the external auditor has met the Audit Committee’s expectationsas regards the agreed plan, their handling of key accounting and audit judgements, and inresponding to questions from the Audit Committee; (k) review the external auditor’s management letter and management’s response, and approve thesame; (l) keep under general review the system of internal audit in operation within the Corporationand to receive periodically reports from the internal auditor; (m) recommend to the Managing Board the appointment or dismissal of General Manager-InternalAudit; (n) approve the annual internal audit plan and ensure that the internal audit function isadequately resourced and has appropriate standing within the Corporation, and makerecommendations to the Managing Board where necessary; (o) review management’s and General Manager-Internal Audit’s reports on the adequacy andeffectiveness of systems of internal control, financial reporting and risk management, andmake recommendations to the Managing Board where necessary;Corporate Governance Manual 4th Edition Page 6August 2006  
 

 
(p) review the Corporation’s statement on internal control systems prior to endorsement by theBoard and to review the policies and processes for identifying and assessing business risksand the management of these risks by the Corporation, and make recommendations to the ManagingBoard where necessary; and (q) give to the Board such other assurance as it may reasonably require regarding compliance bythe Corporation, its subsidiaries and those of its associates for which it provides managementservices with all legal and other regulations to which they are subject. **5.** **Whistle blowing** 5.1 Establish and keep under review procedures for - (a) the receipt, retention, and treatment of complaints received by the Corporation regardingaccounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of concerns regarding questionableaccounting or auditing matters. **6.** **Other Matters** 6.1 The Committee shall - (a) review its TOR periodically and not less than once every three years, and makerecommendations to the Board for changes where necessary; (b) ensure that the Committee’s duties and activities during the year are adequately disclosed inthe Annual Report; and (c) undertake on behalf of the Chairman or the Board such other related tasks as the Chairman orthe Board may from time to time entrust to it.       **The Strategic Human Resource Committee****•** The Strategic Human Resource Committee shall consist ofat least three non-executive Members of the Board, with thequorum being at least half of the Board Members. **•** The Managing Board may appoint expert members to theStrategic Human Resource Committee to provide advice, butthey will not count towards the quorum of the Committee. **•** The Strategic Human Resource Committee is responsible tothe Managing Board and may meet as frequently as it decides.Its terms of reference are as follows – 1. to review and recommend to the Managing Board all proposals for creation and deletion ofposts in the ranks of Senior Director, Director and Deputy Director; 2. to review the outcome of all acting appointments made with a view to substantive promotion tothe ranks of Senior Director, Director and Deputy Director, and to recommend to the ManagingBoard all appointments, promotions, and contract renewals together with their remuneration, ofall staff to fill all posts in these ranks;Corporate Governance Manual 4th Edition Page 7August 2006  
 

 
3. to recommend to the Managing Board all appointments, promotions, and contract renewalstogether with their remuneration, of all staff to fill those Senior Executive posts whichreport directly to the Chief Executive Officer, namely, Company Secretary and General Counsel,General Manager — Corporate Affairs and General Manager — Internal Audit; 4. to review and recommend to the Managing Board terminations of contracts and summarydismissals, together with their terms and conditions, of all staff in the ranks of SeniorDirector, Director, Deputy Director and Senior Executive; 5. to review annually the remuneration of the Chief Executive Officer and to recommend to theManaging Board, for its approval, any proposed adjustment; 6. to review annually the remuneration of all staff in the ranks of Senior Director, Director,Deputy Director and Senior Executive, and to recommend to the Managing Board their respectiveadjustments in remuneration; 7. to review annually the market pay trend data and to recommend to the Managing Board theadjustments in remuneration to be applied by Management to all staff in the Executive,Management and Non-management ranks; and 8. to advise the Managing Board on any proposal to make a major change to existing terms andconditions of service for employees of the Corporation, or to introduce any major new term andcondition of service.     **The Finance Committee****•** The Finance Committee shall consist of at least threeMembers of the Board, with its quorum being at least half theBoard Members. **•** The Managing Board may appoint expert members to theFinance Committee to provide advice, but they will not counttowards the quorum of the Committee. **•** The Finance Committee is required generally to deal withthe investment of surplus funds and to advise the ManagingBoard on the Corporation’s strategies for the financing offuture major capital projects. Specifically it is required -     Investment of Surplus Funds1. to apply approved evaluation criteria for shortlisting and selecting companies to act asinvestment managers or custodians; 2. to evaluate proposals from potential investment managers and custodians and to makerecommendations to the Managing Board on appointment of these companies; 3. to determine the amounts of surplus funds to be managed by investment managers and by theCorporate Treasury Department; 4. to develop specific cash investment guidelines; 5. to review and monitor the investment performances of investment managers, custodians and theCorporate Treasury Department;Corporate Governance Manual 4th Edition Page 8August 2006  
 

 
6. to terminate the appointment of investment managers or custodians, as required;     Financing Strategies7. to develop financing strategies in respect of major capital projects and ongoing fundingrequirements and to make recommendations to the Managing Board; 8. subject to the financing strategies developed under (7) being accepted by the Corporation andthe Government, and to their proper reflection in Project Agreements, to ensure that thefunding requirements of the Corporation are adequately met;     Others9. to perform any other related task that the Managing Board may remit.     **The Capital Projects Committee****•** The Capital Projects Committee shall consist of at leastthree Members of the Board, with its quorum being at leasthalf the Board Members. **•** The Managing Board may appoint expert members to theCapital Projects Committee to provide advice, but they willnot count towards the quorum of the Committee. **•** The terms of reference of the Capital Projects Committeeare to keep under review and to make recommendations to theManaging Board on the following subjects in respect ofcapital projects associated with its existing railwaynetwork, and other new railway projects - 1. Proposals for defining scope, engineering feasibility, cost and financial viability of theprojects at the conceptual stage; 2. Project Agreements and other contractual arrangements with the Government in respect ofcapital projects; 3. The contract strategies for the projects; 4. The conditions of contract for the projects, including procedures to control projectexpenditure, major variation orders and claim resolution, and their application by Management;and 5. The progress of the projects, including proposals for significant changes in their respectivescopes, programmes, designs, costs, budgets and contracts management, and any othersignificant issues.     **The Property Committee****•** The Property Committee shall consist of atleast three Members of the Board, with itsquorum being at least half the Board Members. **•** The Managing Board may appoint expertmembers to the Property Committee to provideadvice, but they will not count towards thequorum of the Committee.Corporate Governance Manual 4th Edition Page 9August 2006  
 

 
**•** The terms of reference of the PropertyCommittee are to keep under review and to advisethe Managing Board on the strategies for andprogress on(a) property development for sale or investment; (b) the leasing of the Corporation’s property portfolio; and (c) optimizing the potential of the Corporation’s land and property portfolio to generateadditional commercial income for the Corporation. **•** In addition, it is specifically required –(a) in respect of property development - 1. to review periodically and to advise the Managing Board on the Corporation’s overall propertydevelopment programmes; 2. to review all proposed new property development projects, after technical and financialviability studies have been carried out, and prior to their submission by Management to theTown Planning Board; 3. to approve the evaluation criteria for short listing property developers; 4. to approve the short list of property developers; 5. to approve the evaluation criteria for assessing tenders from property developers; 6. to endorse the final selection of developers and to recommend them to the Managing Board forapproval; 7. to endorse the proposed Heads of Agreement for specific property development projects, and torecommend them to the Managing Board for approval; 8. to keep under review the Corporation’s standard Joint Venture Agreement for propertydevelopment projects, to endorse any proposed changes that are necessary in respect of anyspecific property development project and to recommend such changes to the Managing Board forapproval before award of the relevant joint venture. Subsequently to consider any proposedchanges to the Joint Venture Agreement that could impact adversely on the Corporation’s legalposition, profit share or forecast share of profit in dollar terms; (b) in respect of investment in, and leasing and disposal of property - 9. to examine any proposals for the Corporation to invest in the acquisition of commercialproperties and to make appropriate recommendations to the Managing Board; 10. to examine any proposals for leasing of Corporation property where the total revenue for theCorporation from the lease is estimated to exceed $50 million including the assessed value ofany options to renew, and to make appropriate recommendations to the Managing Board; 11. to examine any proposals for disposing of property and to make appropriate recommendations tothe Managing Board; andCorporate Governance Manual 4th Edition Page 10August 2006  
 

 
(c) in respect of generating additional commercial income - 12. to examine any proposals for generating additional revenue in excess of $50 million from theland or property held by the Corporation and to make appropriate recommendations to theManaging Board.253 – 260 (not used)**SUBMISSIONS TO THE MANAGING BOARD AND ITS COMMITTEES**261 As the Managing Board has consciously decided to limit its consideration to those key mattersspecified in the Rules for Conduct of Corporation Business, before making a submission to theManaging Board or one of its Committees the responsible Division or Department head must firstascertain whether the matter needs reference to the Managing Board or the Committee, or can insteadbe decided by the Chief Executive Officer exercising his delegated authority. Advice may be soughtfrom the Company Secretary and General Counsel, and the Deputy Company Secretary.262 The Chief Executive Officer has a duty to ensure that all submissions to the Managing Board andits Committees (except the Audit Committee) state the relevant issues and proposals succinctly anddefinitively. In the case of the Audit Committee, the Chief Executive Officer will only beconcerned with those parts of papers which reflect Management’s responses to audit findings andrecommendations, and not with the findings and recommendations of either the General Manager,Internal Audit or the External Auditor, which will not be subject to amendment or softening.263 The Chief Executive Officer is responsible for deciding the content of papers to be submittedto the Board. In addition, the Chief Executive Officer will ensure that the Chairman isappropriately briefed on the content of papers. The Chairman has the responsibility to ensure thatthe content of papers submitted to the Managing Board accord with the policy previously laid downby the Managing Board, and where they do not, to bring this to the attention of the Chief ExecutiveOfficer. In consultation with the Chairman, the Chief Executive Officer will then be responsiblefor deciding whether any paper should be withdrawn from the agenda, whether the content of anypaper should be amended to accord with the approved policy or whether the Managing Board’s approvalshould be sought to amend the prevailing policy. Where the Chairman holds a different view fromthose expressed in a paper, Management will ensure that the Chairman’s views and arguments areincorporated in the paper.264 All papers relating to matters falling within the terms of reference of a Board Committee mustbe considered by that Committee before being submitted to the Board unless the Board or theChairman declares otherwise.265 The Chairman, and Members having cleared any board paper initiated by them with the Chairman,may submit papers to the Managing Board in accordance with paragraph 224.266 Only the Company Secretary and General Counsel, and the Deputy Company Secretary have theauthority to despatch papers to the Board and its Committees. **The purpose of this control issimply to ensure the quality, timeliness and orderliness with which papers are prepared and issued.For the avoidance of doubt, this requirement should not in any way inhibit or discourage anyDirectors or General Managers from raising issues on which they consider the Managing Board shouldbe consulted or informed. Indeed it is their responsibility, as Directors and General Managers,both to raise issues and to speak up**Corporate Governance Manual 4th Edition Page 11August 2006  
 

 
**because Members of the Managing Board require their advice, and because Members and Managementare part of the same corporate team.**267 — 300 (not used)**SECTION 3: ROLE OF THE CHIEF EXECUTIVE OFFICER AND THE MANAGEMENT COMMITTEE ROLE OF THE CHIEFEXECUTIVE OFFICER**301 The Chief Executive Officer of the Corporation is responsible to the Board for the conduct ofthe day-to-day business of the Corporation and for implementing the policies and strategies decidedby the Board. He is responsible to the Board for all aspects of the Corporation’s performance.302 Save for those matters reserved to the Managing Board under the Rules for Conduct ofCorporation Business for its consideration and decision, the Managing Board has delegated itsauthority to the Chief Executive to make decisions in respect of all other matters arising from thebusiness of the Corporation.303 The Chief Executive Officer reports to the Board on matters falling under the Rules for Conductof Corporation Business through the Chairman in accordance with the provisions set out in paragraph263.304 The Chief Executive Officer is responsible for public relations and will be the spokespersonfor the Corporation. The Chairman may be the spokesman on important matters, as decided by theManaging Board. For support on public relations matters, the Chief Executive Officer willdesignate a manager as the Chairman’s point of contact305 – 310 (not used)**ABSENCE OF THE CHIEF EXECUTIVE OFFICER**311 To cover periods when he is absent the Chief Executive Officer will either – (a) assign a Senior Director to carry out overall coordination of theCorporation’s day-to-day business; or  (b) nominate a Senior Director to the Board for appointment to act as ChiefExecutive Officer until the incumbent returns to duty.312 A Senior Director, who is assigned in accordance with paragraph 311 (a), will, during theperiod of any such assignment, have the Chief Executive Officer’s delegated authority to approve orendorse any matters relating to the day to day business of the Corporation which require the ChiefExecutive Officer’s approval or endorsement, subject only to any restrictions specifically imposedwhen any such assignment is made. However, this delegation does not extend to authorities orpowers derived from the KCRC Ordinance (Cap. 372) and the Board. In any instance when the exerciseof these activities or powers are required, the coordinating Corporate Executive must contact theChief Executive Officer if it is a matter of urgency, which cannot await until the Chief ExecutiveOfficer’s return.313 A Senior Director, who is nominated and appointed in accordance with paragraph 311 (b) above,will, during the period of any such nomination and appointment, have both the full authorities orpowers of the Chief Executive Officer as derived from the KCRC Ordinance (Cap.Corporate Governance Manual 4th Edition Page 12August 2006  
 

 
372) and the Board and the authority to approve or endorse any matters relating to the conductof the Corporation’s day to day business which require the Chief Executive Officer’s approval orendorsement, subject only to any restrictions specifically imposed when any such nomination andappointment is made.314 – 320 (not used)**DELEGATION BY THE CHIEF EXECUTIVE OFFICER**321 The Chief Executive Officer delegates authority with the objective of ensuring that the work ofthe Corporation is done as simply, consistently and efficiently as possible, having regard to thebest interests of the Corporation. To this end, the Chief Executive Officer will, from time totime, issue Chief Executive Officer’s Circulars which will promulgate policies and procedures forthe organization and conduct of various classes of activity (e.g. budgetary control, procurement,leasing and property management, control of corporate documents etc.). These Circulars will, *interalia –* (a) set out the limits of delegated authority; and  (b) empower persons to whom such authority is delegated.These Circulars can be accessed by staff on the Corporation’s Intranet.322- 330 (not used)**MANAGEMENT COMMITTEE (MCOM)**331 The Chief Executive Officer is delegated the authority to carry out all of the Corporation’sactivities other than those reserved by the Managing Board under the Rules for Conduct ofCorporation Business. The Chief Executive Officer has established the Management Committee (MCOM)to enable him to obtain a collective Management view on important issues. The CEO chairs MCOM andother members comprise the Senior Directors and Directors, Senior Corporate Affairs Manager, andCompany Secretary and General Counsel. The Deputy Company Secretary is the secretary to MCOM. General Managers and other staff may be invited to attend MCOMto present or discuss items of business pertaining to their areas of responsibility.332 The MCOM meets weekly and its terms of reference are to – (a) represent Management;  (b) review and reach a collective view on all Corporate strategies, objectives,organization structures, priorities, policies, etc;  (c) review and discuss all matters/papers going forward to the Managing Board or itsCommittees;  (d) review Corporate/Divisional performance;  (e) discuss senior staff issues; and  (f) share information.333 – 400 (not used)Corporate Governance Manual 4th Edition Page 13August 2006