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
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
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
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
5.4.9. Ensure compliance with and/or fulfillment of disclosure requirements to
The Board shall have separate and independent access to the Corporate
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
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
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
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.