5.1. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and Stockholders. He shall:

5.1.1. Schedule meetings to enable the Board to perform its duties responsibly while not interfering with the flow of NORTHRAIL's operations.

5.1.2. Prepare the meeting agenda in consultation with the President.

5.1.3. Exercise control over quality, quantity and timeliness of the flow of information between management and the Board.

5.1.4. Ensure compliance with the GOCC Code of Corporate Governance.

5.3. President. The President is ultimately accountable for the NORTHRAIL's organization and procedural controls. In addition to the duties imposed on him by the Board and the Articles of Incorporation and By-laws, the President shall:

5.3.1. Exercise general supervision of the business, affairs, and property of the corporation, and over its employees and officers.

5.3.2. Ensures that all orders and resolutions of the Board are carried into effect.

5.3.3. Submit to the Board as soon as possible after the close of each fiscal year a complete report of the operations of NORTHRAIL for the preceding year, and the state of its affairs; and

5.3.4. Report to the Board from time to time all matters, which the interest of NORTHRAIL may require to be brought to its notice.

5.3.5. In the absence of the Chairman of the Board, the President shall preside at the meetings of the Board and perform the functions of the Chairman.

5.4. Corporate Secretary. The Corporate Secretary need not be a member of the Board. The Corporate Secretary must possess organizational and interpersonal skills, and the legal skills of a chief legal officer. The Corporate Secretary shall have the following functions:

5.4.1. Serve as an adviser to the Members of the Board on their responsibilities and obligations.

5.4.2. Keep the minutes of meetings of the Board, and all other committees in a book or books kept for that purpose, and shall furnish copies thereof to the Chairman, the President and other members of the Board as appropriate.

5.4.3. Keep in safe custody the seal of NORTHRAIL and affix it to any instrument requiring the same.

5.4.4. Have charge of such books and papers as the Board may direct.

5.4.5. Attend to the giving and serving of notices of Board and Board Committee meetings.

5.4.6. Be fully informed and be part of the scheduling process of other activities of the Board.

5.4.7. Prepare an annual schedule of Board meetings and the regular agenda of meetings, and put the Board on notice of such agenda at every meeting.

5.4.8. Oversee the adequate flow of information to the Board prior to meetings.

5.4.9. Ensure compliance with and/or fulfillment of disclosure requirements to regulatory bodies.

The Board shall have separate and independent access to the Corporate Secretary.

5.5. Corporate Treasurer/Chief Finance Officer. The Treasurer of the Corporation shall be the chief fiscal officer and the custodian of its funds, securities and properties.

The CFO shall be responsible for the following:

5.5.1. Provide the Board with accurate, relevant, and timely operating and financial reports and analysis necessary for financial planning and strategy formulation, and monitor actual implementation of budgets, plans and programs towards the achievement of corporate goals.

5.5.2. Maintain the integrity of accounting records as the basis of the financial statements and reports provided to the Board for decision-making and to government regulatory bodies in compliance with statutory requirements.

5.5.3. Promote investor and public confidence in NORTHRAIL by addressing the various information requirements of the investing public and ensuring that all other legal reportorial obligations to the concerned agencies are complied with.

5.5.4. Strengthen internal controls by monitoring compliance with policies and recommending to Management and the Board appropriate actions and changes in systems and procedures in the exigencies of the service.

5.6. Compliance Officer. The Board shall appoint a Compliance Officer who shall report directly to the Chairman of the Board. He shall perform the following duties:

5.6.1. Monitor compliance by NORTHRAIL with the GOCC Code of Corporate Governance and the rules and regulations of regulatory agencies, where applicable, and, if any violations are found, report the matter to the Board and recommend the imposition of appropriate disciplinary action on the responsible parties and the adoption of measures to prevent a repetition of the violation.

5.6.2. Certify the extent of the NORTHRAIL’s compliance with the GOCC Code of Corporate Governance for the completed year and, if there are any deviations, explain the reason for such deviation.