Гонконг теміржолдары: KCRC мен MTRCL бірігуі мен активтерді басқаруы

The XRL Hong Kong Section and the Sha Tin to Central Link have since been injected by the Hong Kong Government into the KCRC.

During the construction of the KSL, KCRC ceased to be a public transport operator. The government's Railway Development Strategy 2000 proposed the construction of a new line to link up the northeastern New Territories and the central business area of Hong Kong Island, to be called the Sha Tin to Central Link (SCL). Competitive proposals were invited from both KCRC and the MTR Corporation Limited (MTRCL) to design, build and operate the new line. On 25 June 2002 the government announced that KCRC had won the bid. In the same announcement the government said that, as a separate issue, the chief executive in Council had also instructed the Administration to consider the feasibility of merging the MTRCL and the KCRC into a single rail company. Following five years of negotiations and the enactment of the Rail Merger Ordinance after its passage through the Legislative Council, the KCRC ceased to be a public transport operator on 2 December 2007, becoming thereafter primarily simply the holder of railway assets. Instead of being the operator of those assets, KCRC granted MTRCL the right to operate KCRC's rail and feeder bus network under a service concession agreement for an initial period of 50 years, which may be extended. In return MTRCL was required to make an upfront payment to KCRC of HK$4.25 billion for the service concession and certain short lived railway assets of KCRC such as stores and spares, and thereafter a fixed annual payment of HK$750 million and, commencing 36 months after the date of the merger (i. e. 2 December 2010), an additional variable annual payment calculated according to a pre agreed set of sharing ratios as follows –
10% for gross revenue earned by MTRCL from the KCRC railway assets exceeding HK$2.5 billion and up to HK$5 billion for the year;
15% for gross revenue between HK$5 billion and HK$7.5 billion for the year; and
35% for gross revenue beyond HK$7.5 billion for the year. MTRCL also paid KCRC HK$7.79 billion on the merger for the acquisition of property and other related commercial interests. KCRC and MTRCL remain as separate entities. KCRC employs a small number of management staff answerable to its Managing Board, with specialist legal, financial and other support being provided through outsourcing and consultancy arrangements. The Corporation's key responsibilities include overseeing and fulfilling its obligations with respect to its service concession with the MTRCL, raising new financing as needed to service its debts (over HK$10 billion was raised in 2009), ensuring compliance with its obligations under a number of cross border leases covering its rolling stock and other assets, and being the majority shareholder for West Rail Property Development Limited, which is responsible for the development of some 13 residential property sites along West Rail. In addition to the revenue earned from the concession payments made by the MTRCL, it earns rental revenue from leasing out four floors of Citylink Plaza above Sha Tin station. KCRC also retains a 22.1% shareholding in Octopus Holdings Limited (OHL), which was first established in 2005 and is owned by the major public transport operators in Hong Kong. OHL is the holding company of Octopus Cards Limited, which is a world leader in smart card payment systems used not only for making public transport journeys within Hong Kong but also for making small purchases in supermarkets and other convenience stores. KCRC also remained responsible for funding the full construction costs of the KSL, which was under construction at the time of the merger, with the MTRCL paid a fee for project managing the works. KCRC also funded the purchase of 22 additional light rail vehicles needed to accommodate the increase in patronage expected on light rail feeder routes to West Rail stations as a result of the opening of the KSL. MTRCL assumed responsibility for operating the KSL and the new light rail vehicles under the service concession. Although the corporation's annual revenues saw a sharp decline from over HK$5.5 billion before the merger to less than HK$1 billion immediately after the merger, its operating costs similarly declined. The corporation was also fortunate in being able to refinance a substantial portion of its large debt portfolio during the low interest environment that prevailed during 2009 and 2010. This reduced the corporation's interest costs by more than half because the effective interest rate on its debt fell from above 7% to around 3%. Excluding non cash depreciation charges, the corporation enjoys a cash operating profit, which should continue to increase over time as reflected in MTRCL's variable annual payments. The variable annual payment for 2010 was HK$45 million, covering the period from 2 to 31 December 2010 only. For the first full year of 2011 the variable annual payment was HK$647 million. By 2013 the annual variable payment had increased to HK$1,247 million. With the HK$750 million fixed annual payment, the total cash payment made by MTRCL under the Service Concession for 2013 was HK$1.997 billion.

Following the rail merger, the government took over responsibility for the project. According to the government's latest plan as explained to the Legislative Council in March 2008, the cost of building the SCL will be borne by the government, with MTRCL given responsibility for managing the design and construction of the line. The government has indicated that it may vest the completed line in, or lease the line to, KCRC, which would then grant an additional service concession to the MTRCL to operate the line. KCRC has indicated that such an arrangement would enable recovery of the corporation's earlier costs on the project.

From corporatisation in December 1982 until the rail merger 25 years later, corporate governance issues periodically troubled the corporation. Reflecting this were the changes that took place in the relationship between the chairman of the managing board and the head of the executive management team. Initially the root causes of this were the commercial and political tensions arising from the change from a government department to an organisation expected to operate in a prudent commercial manner so as to make a return on its fixed assets. While expected to make a profit to comply with its mandate under the KCRC Ordinance, because the corporation remained 100% government owned, it faced at the same time strong public and political pressure not to increase fares. These difficulties were further complicated by corporate governance issues involving senior management and members of the corporation's managing board. At corporatisation the positions of (non executive) chairman of the managing board and that of the (executive) managing director were separate, with the managing director answerable to the board for the day to day business of the corporation. D M (Bobby) Howes, the previous general manager of KCR remained for a few months until his successor, Peter Quick, took up the post. Unlike Howes, who was a traditional railway man, Quick came from a commercial background, and from the outset, adopted a strong commercial approach to the operation of the railway. His efforts were reflected in the gradually increasing profitability of the corporation. However, as a result of public controversy in late 1988 over claimed "golden handshakes" paid to two senior executives as a result of termination of their services, and in 1989 a fare increase with the corporation already enjoying a significant profit, the government took the decision that both the chairman and the managing director should leave upon expiry of their period of office. At the end of 1990, with the appointment of Kevin Hyde, a Lawyer and the former chief executive of New Zealand Railways Corporation, the two formerly separate positions were combined into the single position of chairman and chief executive. During his tenure, Hyde oversaw unprecedented growth in the business as well as spearheading a number of significant commercial and engineering projects, including the West Rail Project. Hyde forged new and productive working relationships with the KCRC's Mainland counterparts and Ministry Officials leading to a number of co operative projects on both sides of the border. He also introduced a 'post colonial' ethos within the business, actively developing and promoting local executives and expertise. Hyde left in 1996 having decided that it was important that the business entered the 1997 handover with a local person in the position of chairman and chief executive. He was replaced by K Y Yeung, a former senior civil servant with the Hong Kong government. While the KCRC continued to prosper financially, K Y Yeung's style of management, founded as it was in his civil service background, did not sit well with some. Unfortunately, as set out in a paper by the legal adviser to Hong Kong's Legislative Council, the amendments did not spell out in detail the duties and functions of the chairman and the CEO, or at least their responsibilities. The government argued that this would not be appropriate as it was important for KCRC, which operated along prudent commercial principles, to retain the flexibility to determine and fine tune the relationship between the managing board (led by the chairman) and the executives (led by the CEO) to suit its operational needs and the prevailing corporate practices which change over time. This deliberate lack of clarity arguably sowed the seed for a future controversy. Michael Tien, a businessman, was subsequently appointed as the chairman, with the former chairman and chief executive, K Y Yeung, stepping down to become the CEO. It rapidly became publicly evident, however, that there was personal tension between the two, exemplified by Michael Tien's denial that he was a good friend of K Y Yeung when the two briefed the media in 2002 on the findings of the investigation into the Siemens incident. (The investigation dealt with the payment of an additional HK$100 million to Siemens under a supplementary agreement to the telecommunications contract for the West Rail project, and the interaction between the managing board and the executive management team.) The situation did not improve with K Y Yeung's departure at the end of 2003, following the opening of West Rail. At the heart of the problem was the lack of clarity in the respective roles and responsibilities of the chairman and the CEO. On 9 March 2006, with the signed support of all 5 operations directors and 19 managers, the Acting chief executive officer, Samuel Lai, wrote to the Managing Board to complain about the leadership style of the chairman. Around 80% of the staff signed in support of Lai. In Lai's letter he stated that little had changed since 2001, and that the necessary distinctions between the different but complementary roles of the executive and non executive functions frequently became blurred, with the chairman interfering in how day today matters should be handled. On the following day, Michael Tien met the Chief Executive of Hong Kong, Donald Tsang. In the afternoon of 12 March 2006, Tien announced his resignation, with the effective date to be determined by Tsang. After further negotiation, Tien withdrew his resignation. The KCRC managing board convened a meeting on 14 March 2006 and decided on a set of measures to more clearly delineate the work of the chairman and CEO. While the board meeting was being held, 20 of the corporation's senior executives met the media in a room next to where the board meeting was being held. The managing board considered this to be a very serious matter, and that the incident had caused serious damage to the reputation and image of the corporation. A further meeting of the board was held the next day on 15 March 2006. The board decided to terminate the employment contract of one of the 20 senior executives and to issue warning letters to the remaining 19. At the meeting Lai resigned. The reason given in the government's paper to the Legislative Council's Panel on Transport was because Lai, being the CEO, felt that he should be held responsible for the acts of his staff. Lai, in the personal account given in his book published in 2007 (九天風雲 (English title: The Longest Week)), explained that the original decision of the board had been to sack all 20 senior executives, but by his offering to resign, the board had agreed to dismiss only the senior executive who had acted as the spokesman for the 20 on 14 March. A civil engineer, James Blake, the former Secretary for Works in the Hong Kong Government and afterwards the Senior Director Projects of the corporation until the end of 2003, took over as the chief executive officer (not acting) at age 71. The incident was seen to have sped up the government's plan to merge the operations of Hong Kong's two railway networks. Lai in his book states that at the board meeting held on 15 March 2006, the first item on the agenda was the appointment of Blake as the deputy CEO responsible for the proposed rail merger, which was raised by the then Secretary for Financial Services and the Treasury on behalf of the government as the sole shareholder of the corporation. The appointment was unanimously approved. With Lai's resignation, the board had then decided to invite Blake to become the CEO. Lai agreed to stay with the corporation for a while longer to ensure a smooth handover to Blake. Thereafter matters moved fairly swiftly on the merger, resulting in the corporation finally ceasing to be the operator of its railway assets on 2 December 2007. Until the rail merger, the KCRC Ordinance had required that the corporation appoint a CEO. As part of the Rail Merger Ordinance an amendment was made to the KCRC Ordinance to provide for the post of the CEO to be left vacant should the corporation so decide. On the merger the decision was taken not to fill the post and instead Mr. James Blake, the former CEO, was appointed as the Chief Officer to head the small management team. The composition of the managing board also changed, the number of members being reduced from 10 (of whom only two were government officials) to six (all of whom are government officials), with the chairman of the board being the Secretary for Financial Services and the Treasury.