The Members hold the Board to account for their management of the
business and monitor their standards of corporate governance.
Who are the Members?
Network Rail has two general classes of membership:
- Public Members are drawn from the public.
- Industry Members are made up of certain rail industry companies
(principally the passenger and freight train operating companies and
some rail contractor companies), who are automatically eligible to be
Members of Network Rail upon meeting certain criteria.
In addition the Department for Transport (DfT) is a Member of Network
Rail and has special membership rights – such as to appoint a Director
of Network Rail (not currently exercised) and certain rights in relation
to change to the company’s constitution. The DfT also provides credit
support in relation to the debt funding of the Network Rail group and
has certain rights in that capacity.
There is no specific
minimum or maximum number of Members. However, a majority of the Members
must be Public Members. Under the company’s current membership policy
Public Members should not comprise more than 80% of the Members. At any
one time there are about 100 Members in total.
They do not have
any financial or economic interest in the company. This means that they
do not receive dividends, share capital or any other form of payment
from Network Rail, except for travel expenses.
What do they do?
Members perform a similar role to shareholders in a plc. This means
that they review the performance of Network Rail against its commercial
and other targets as well as industry benchmarks for its provision,
maintenance and management of the railway infrastructure.
It is
their duty to act in the best interests of the business without personal
bias. They do not make any strategic decisions themselves but hold the
Board to account for its management of the company. In particular they
seek assurance from the Board that the necessary processes are in place
and are being implemented to maintain high standards of corporate
governance.
How do they monitor the business?
They monitor the way that Network Rail runs its business by:
- Receiving the annual report and accounts
- Attending the company's annual general meeting
- Approving the appointment or re-appointment of Network Rail's
directors and auditors.