Composition of Board

Optimum Combination

Company should have optimum combination of executive and non-executive directors, with not less than 50% of directors comprising of non-executive directors. Minimum age of director should be 21 years.

Independent directors

There should be at least 50% independent directors, in following cases – (a)  Chairman is executive (b) Chairman is non-executive but is a promoter of company or is related to any promoter or person occupying position at the Board level or one level below Board, at least 50% of the Board shall consist of independent directors.  In other cases, i.e. when non-executive Chairman is an independent director (i.e. not related as stated above), it is sufficient if at least one-third of directors are independent directors [clause 49/(I)(A) of Listing Agreement].
If an independent director resigns or is removed, vacancy should be filled in 180 days. This is not essential if company has sufficient independent directors (one-third or one-half as applicable) even if the vacancy is not filled in [clause 49(I)(C) of Listing Agreement]].

Disclosure about relationships between directors

Disclosure about relationship between directors inter-se shall be made in the Annual Report, notice of appointment of director, prospectus and letter of offer for issuance and related filings made to stock exchange, where the company is listed [clause 49(IV)(G)(ia) of Listing Agreement inserted w.e.f. 8-4-2008].

Meaning of independent directors

Definition of independent director

Senior management means members of management one level below executive directors including functional heads (b) is not related to promoters or management at the board level or at one level below the Board (c) Has not been executive of the company in immediately preceding three financial years  (d) is not a partner or an executive or was not partner or an executive during the preceding three years, of any of the following – (i) the statutory audit firm or the internal audit firm that is associated with the company and (ii) the legal firm/s and consulting firm/s and consulting firm/s that have a material association with the entity (e) is not a material supplier, service provider or customer or a lessor or lessee of the company, which may affect independence of the director and (f) is not a substantial shareholder of the company, i.e. owning two percent or more of the block of voting shares. [clause 49I(A)(iii) of Listing Agreement] [Concept of ‘materiality’ implies that minor transactions with company will not affect the independent character of director]
Nominee directors appointed by an institution which has invested in or lent to the company shall be deemed to be independent directors [Explanation (c) to clause 49-I(A) of Listing Agreement]. ‘Institution’ means PFI (Public Financial institution) or Bank.
However, directors nominated by Government on Government companies will not be ‘independent directors’.
‘Associate’ means ‘associate’ as defined in AS-23.
Independent directors may have a tenure not exceeding a period of nine years on the Board. [This is not a mandatory requirement].

Meaning of ‘related to any promoter’

If the promoter is listed entity, its directors other than independent directors, its employees or its nominees shall be deemed to be related to it. If the promoter is a unlisted entity, its directors, its employees or its nominees shall be deemed to be related to it [Explanation to clause 49I(A)(ii) of Listing Agreement, inserted w.e.f. 23-10-2008]

Qualifications of independent directors

The company may ensure that the person being appointed as independent director has the requisite qualifications and experience which would be of use to the company and which, in the opinion of company, would enable him to contribute effectively to the company in his capacity as independent director [Annexure 1D item No. 1. This is non-mandatory requirement]

Disclosures by non-executive directors

Non-executive directors are required to disclose their shareholding (own or held on a beneficial basis) before being appointed as director. These details should be disclosed in the notice to general meeting called for appointment of such director.

Non executive directors’ compensation and disclosures

Disclosures about independent directors and approval of appointment

Clause 49(IB) of Listing Agreement makes following provisions in respect of remuneration to remuneration of non executive directors.
All fees/compensation paid to non-executive directors shall be fixed by the Board of Directors and shall require previous approval of shareholders in general meeting (except that sitting fees are not required to be approved in general meeting). Shareholders’ resolution shall specify the maximum number of stock options that can be granted to non-executive directors including independent directors.
Thus, in case of listed company, resolution in general meeting is required to be passed for any managerial remuneration (except payment of sitting fees). - - As per section 309(1), managerial remuneration can be fixed by Articles or by resolution in general meeting. Proviso to section 309(1) provides exemption to remuneration for services rendered by director in professional capacity, if in the opinion of Central Government, director possesses requisite qualifications. However, all such remuneration will have to be approved in general meeting, except sitting fees.

Stock options to non-executive directors

Limits shall be set for the maximum number of stock options that can be granted to non-executive directors including independent directors in any financial year and in aggregate.

Board meetings and information to be given to Board

Frequency of Board meeting

Board meetings shall be held at least four times in a year, with maximum time gap of four months between the meetings [clause 49I(C) of Listing Agreement].
Minimum information to be made available to Board has been specified in Annexure 1A of clause 49 of Listing Agreement.

Review of compliance report

Board will review compliance reports of all laws applicable to company, prepared by company and steps taken by company to rectify instances of non-compliance [clause 49I(C)(iii) of listing agreement].

Restrictions on Committee membership

Limit on numbers of committees

A person shall not be member of more than 10 committees of Board. He shall not be Chairman of more than five committees across all companies in which he is director.  Every director must inform the company about committee positions he occupies in other companies annually, and notify changes as and when they take place. - - For purpose of considering the limit of committees on which a director can serve, all listed and unlisted public companies will be included, but other companies (private companies, foreign companies, section 25 companies) will be excluded. Further, only two committees i.e. Audit committee and  Shareholders’ Grievance Committee shall be considered for purpose of the limit, i.e. membership of other committees will not be considered [explanation to clause 49(IC) of Listing Agreement]

Code of Conduct for directors and senior managers

Requirements relating to code of conduct

Board of a company shall lay down the code of conduct for all Board members and senior management of a company. This code of conduct shall be posted on the website of the company. All Board members and senior management personnel shall affirm compliance with the code on an annual basis. The annual report of the company shall contain a declaration to this effect signed by the CEO.

Meaning of ‘senior management’

The term "senior management" shall mean personnel of the company who are members of its core management excluding Board of Directors. Normally, this would comprise all members of management one level below the executive directors [clause 49(ID) of Listing Agreement].

Policy towards Subsidiary Companies of listed company

Control over subsidiary

At least one independent director on the Board of Directors of the holding company shall be a director on the Board of Directors of the subsidiary company.  - - The Audit Committee of the holding company shall also review the financial statements, in particular the investments made by the subsidiary company.  - - The minutes of the Board meetings of the subsidiary company shall be placed for review at the Board meeting of the holding company. - - The Management should bring to notice of Board of holding company all significant transactions and arrangements entered into by unlisted subsidiary company  [clause 49(III) of Listing Agreement]

Disclosures

Basis of related party transactions

A statement of all transactions with related parties including their basis shall be placed before the Audit Committee. Details of material transactions which are not in normal course of business shall be placed before audit committee. If any transaction is not on an arm’s length basis, management shall provide an explanation to the Audit Committee justifying the same. [clause 49(IVA) of Listing Agreement]

Disclosure of Accounting Treatment

If accounting standards are not followed, the fact should be disclosed in financial statement, together with management’s explanation why the alternate treatment is giving better view [clause 49(IVB) of Listing Agreement]

Disclosure of risks and risk management

Company shall lay down procedures to inform Board members about the risk assessment and minimization procedures. These procedures shall be periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. [clause 49(IVC) of Listing Agreement]

Proceeds from Initial Public Offerings (IPOs)

When money is raised through an Initial Public Offering (IPO) it shall disclose to the Audit Committee, the uses / applications of funds by major category (capital expenditure, sales and marketing, working capital, etc), on a quarterly basis as a part of their quarterly declaration of financial results. Further, on an annual basis, the company shall prepare a statement of funds utilized for purposes other than those stated in the offer document/prospectus. This statement shall be certified by the statutory auditors of the company. Where company has appointed monitoring agency to monitor utilisation of proceeds of public or rights issue, the report of monitoring committee will be placed before audit committee. The audit committee shall make appropriate recommendations to the Board to take up steps in this matter. [clause 49(IV-D) of Listing Agreement] [This clause makes no provision about disclosure to members. However, as per clause 43 of Listing Agreement, information about deployment funds raised through issue of securities is required to be given to members]

Remuneration of Directors

All pecuniary relationship or transactions of the non-executive director’s vis-à-vis the company shall be disclosed in the Annual Report. Disclosure about remuneration giving prescribed details should be made in section on Corporate Governance [clause 49[IV-E)]

Management discussion and analysis report of Board

A management discussion and analysis report of Board shall form part of annual report to shareholders. The report should include following matters within the limits set by the company’s competitive position  - (a) Industry structure and development (b) Opportunities and threats (c) Segment-wise or product wise performance (d) Outlook (e) Risks and concerns (f) Internal control systems and their adequacy (g) Discussion on financial performance with respect to operational performance (h) Material developments in human resources / industrial relations [clause 49(IVF) of Listing Agreement].

Disclosure by senior management to Board of their interests in transactions

Disclosure shall be made by senior management to Board,  relating to all material financial and commercial transactions where they have personal interest that may have potential conflict with interest of company - e.g. dealing in company shares, commercial dealings with bodies which have share-holding or management of their relatives etc. [This disclosure is to be made by senior management to Board]. [clause 49(VIIF(ii)] of Listing Agreement].

Disclosure when director is to be appointed/re-appointed

In case of the appointment of a new director or re-appointment of a director the shareholders must be provided with the following information – (a) A brief resume of the director; (b) Nature of his expertise in specific functional areas (c) Names of companies in which the person also holds the directorship and the membership of Committees of the Board and (d) Shareholding of non-executive directors in the company either own or as beneficiary [clause 49(IVG)(i) of Listing Agreement]

Information about company on web

Quarterly results and presentation made by companies to analysts shall be put on company’s web-site, or shall be sent in such a form so as to enable the stock exchange on which the company is listed to put it on its own web-site [clause 49IVG(ii) of Listing Agreement].

Shareholders / investors grievance Committee

A Board committee under Chairmanship of a non-executive director should be formed to look into redressing of shareholders and investors complaints like transfer of shares, non-receipt of balance sheet / dividend etc. This Committee shall be designated as ‘Shareholders/Investors Grievance Committee’. [clause 49(IVG)(iii) of Listing Agreement].

Delegation of authority of share transfer

In order to expedite process of share transfers, Board shall delegate powers of share transfer to an officer or a committee or to registrar and transfer agents. The delegate authority shall attend to share transfer formalities at least once in fortnight. [clause 49IVG(iv) of Listing Agreement]

CEO/CFO certification

Responsibility of CEO and EFO

CEO (either the Managing Director or Manager appointed under Companies Act) and the CFO (whole-time Finance Director or other person discharging this function) of the company shall certify to Board that, they have reviewed the financial statements and the cash flow statements and to the best of their knowledge and belief these statements are true, there were not fraudulent or illegal transactions, they accept responsibility of internal control for the purpose for financial reporting, they have indicated to auditors and audit committee significant changes and instances of fraud etc.   [clause 49(V) of Listing Agreement].
The certificate should be submitted to Board annually before or at the time when the annual accounts are presented to Board. It is advisable that the certificate is taken on record by Board and recorded in minutes of Board meeting accordingly.
Appointment of CFO shall be approved by Audit Committee before finalisation of appointment of CFO by management [clause 49(II)(D12A) of Listing Agreement inserted w.e.f. 5-4-2010]

Report on Corporate Governance to Members

Reporting in Annual Report

Annual Report of Company shall include a separate section on report on corporate governance.  This report shall give details as specified in Annexure 1C of clause 49 of Listing Agreement. The report should contain following details.

Company’s philosophy

A brief statement on company’s philosophy on Code of Governance.

Board of Directors

 (i) Composition and category of directors, for example, promoter, executive, non-executive, independent non-executive, nominee director, which institution represented as lender or as equity investor (ii) Attendance of each director at the Board of Directors (BoD) meetings and the last AGM (iii) Number of other BoDs or Board Committees in which he/she is a member or Chairperson (iv) Number of BoD meetings held, dates on which held.

Audit Committee

 (i) Brief description of terms of reference (ii) Composition, name of members and Chairperson (iii) Meetings and attendance during the year.

Remuneration Committee

 (i) Brief description of terms of reference (ii) Composition, name of members and Chairperson (iii) Attendance during the year (iv) Remuneration policy (v) Details of remuneration to all the directors, as per format in main report.

Shareholders Grievance Committee

 (i) Name of non-executive director heading the committee (ii) Name and designation of compliance officer (iii) Number of shareholders’ complaints received so far (iv) Number not solved to the satisfaction of shareholders (v) Number of pending complaints

General Body meetings

 (i) Location and time, where last three AGMs held (ii) Whether any special resolutions passed in the previous 3 AGMs (iii) Whether any special resolution passed last year through postal ballot – details of voting pattern (iv) Person who conducted the postal ballot exercise (v) Whether any special resolution is proposed to be conducted through postal ballot (vi) Procedure for postal ballot

Disclosures

 (i) Disclosures on materially significant related party transactions that may have potential conflict with the interests of company at large (ii) Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years (iii) Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee (iv) Details pf compliance with mandatory requirements and adoption of non-mandatory requirements of clause 49.

Means of communication to members

 (i) Quarterly results (ii) Newspapers wherein results normally published (iii) Any website, where displayed (iv) Whether it also displays official news releases; and (v) The presentations made to institutional investors or to the analysts.

General Shareholder information

 (i) AGM : Date, time and venue (ii) Financial Calendar  (iii) Date of Book closure (iv) Dividend Payment Date (v) Listing on Stock Exchanges (vi) Stock Code (vii) Market Price Data : High., Low during each month in last financial year (viii) Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index etc. (ix) Registrar and Transfer Agents (x) Share Transfer System (xi) Distribution of shareholding (xii) Dematerialization of shares and liquidity (xiii) Outstanding GDRs/ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on equity (xiv) Plant Locations (xv) Address for correspondence.

Adoption/non-adoption with non-mandatory provisions

Non-mandatory requirements have been suggested in Annexure 1D of Listing Agreement. Even if these are not mandatory, company has to state its adoptions / non-adoption in the 'Corporate Governance' section of the Annual Report, as per clause 49VII(2) of Listing Agreement.

Transparency and disclosures

Requirements under other provisions

Besides clause 49, SEBI has initiated many amendments in listing agreements to bring transparency and ensure adequate disclosures to members and public. Some important measures are (a) Publication of quarterly unaudited reports with segment reporting within one month (b) Quarterly limited review by auditors (c) Disclosures about important events in the company (d) Disclosures in Directors’ Report.

Non-mandatory requirements

Disclosure about adoptions of non-mandatory requirement

In addition to above, some non-mandatory requirements have been suggested. Even if these are not mandatory, company has to state its adoptions / non-adoption in the 'Corporate Governance' section of the Annual Report, as per clause 49VII(2) of Listing Agreement]  The non-mandatory requirements, as contained in Annexure 1-D of clause 49 of Listing Agreement  are as follows -

Facilities to non-executive Chairman of Company

If the Chairman is non-executive, he should be given a Chairman's office at company's expenses and reimbursement of expenses incurred in performance of his duties.

Tenure of independent directors

Independent directors may have a tenure not exceeding a period of nine years on the Board.

Remuneration Committee

Remuneration Committee of Board of directors may be formed to decide policy on remuneration to executive directors, including pension and compensation payment. There should be at least three members of committee. All members of Committee should be non-executive directors. Chairman of remuneration Committee should be independent director. All members of Committee could be present at the meeting of remuneration committee (i.e. 100% quorum is desirable). - - Chairman of Remuneration Committee could be present at AGM to answer shareholder queries, but Chairman of meeting should decide who will answer the queries.

Half-yearly reporting to members -

Shareholders should be supplied half yearly report about financial performance and significant events in last six months.

Goal towards No Audit qualifications -

Company may move towards a regime of unqualified financial statements.

Training of Board Members

Company shall train its Board members in the business model of the company as well as the risk profile of the business parameters of the company, their responsibilities as directors, and the best ways to discharge them.

Mechanism for evaluating non-executive Board Members

The performance evaluation of non-executive directors should be done by a peer group comprising the entire Board of Directors, excluding the director being evaluated; and Peer Group evaluation should be the mechanism to determine whether to extend / continue the terms of appointment of non-executive directors.

Whistle Blower Policy

As per Listing Agreement, the company may establish a mechanism for employees to report to management concerns about unethical behaviour, actual or suspected fraud or violation of company’s code of conduct or ethics policy. This mechanism could provide for adequate safeguards against victimization of employees who avail the mechanism and also provide direct access to Chairman of Audit Committee in exceptional cases. Existence of mechanism may be appropriately communicated within the organisation.
If a company has whistle blower policy, audit committee should review functioning of whistle blower mechanism. Presently, the provision is optional and not mandatory. However, company has to report to members what steps it has taken.

Reporting compliance of corporate governance

Quarterly Compliance report to stock exchange

The companies shall submit a quarterly compliance report to the stock exchanges within 15 days from the close of quarter as per the format prescribed in Annexure IB. The report shall be submitted either by the Compliance Officer or the Chief Executive Officer of the company. The details under each head shall be provided to incorporate all the information required as per the provisions of the clause 49 of Listing Agreement. In the remarks column, reasons for non-compliance may be indicated. [clause 49(VI)(ii) of Listing Agreement]

Compliance certificate from auditors/PCS

Company shall obtain a certificate from auditors of the company or Practicing Company Secretary (PCS) regarding compliance of conditions of Corporate Governance. This certificate will be annexed to directors’ report, which is sent annually to all members. Copy of the certificate shall be sent to stock exchange along with annual return which is filed with stock exchange – Clause 49(VII) of Listing Agreement.

Constitution of Qualified and Independent Audit Committee

Composition of audit committee

A qualified and independent audit committee shall be set up by Board. The audit committee shall have minimum three members. All the members of audit committee shall be non-executive directors. Two-thirds of them being independent. [Clause 49(IIA) of Listing Agreement]

Members of committee to be financially literate

All members of audit committee shall be financially literate and at least one member shall have accounting or related financial management expertise.  - - The term "financially literate" means the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows. - - A member will be considered to have accounting or related financial management expertise if he or she possesses experience in finance or accounting, or requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities. - - Thus, he need not be qualified CA/ICWA/CS, but he should have had reasonable exposure to accounting and financial management aspects at fairly senior level.

Chairman of Audit Committee

The Chairman of the Audit Committee shall be an independent director. The Chairman shall be present at Annual General Meeting to answer shareholder queries [clause 49II(A)(iii) of Listing Agreement].

Secretary of committee

The Company Secretary shall act as the secretary to the committee. - - Note that he is not a member of the audit committee [clause 49II(A)(vi) of Listing Agreement].

Meeting of Audit Committee

Frequency of meetings and quorum

The audit committee shall meet at least four times a year. Gap between two meetings should not be more than four months. The quorum shall be either two members or one-third of the members of the audit committee, whichever is higher and minimum of two independent directors. [clause 49(IIB) of Listing Agreement]

Invitation to executives/auditors at meeting

The audit committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the company. The finance director, head of internal audit and when required, a representative of the external auditor may be present as invitees for the meetings of the audit committee [clause 49II(A)(v) of Listing Agreement] [However, as per section 292A(5), auditor, internal auditor and director-in-charge of finance shall attend and participate at the Audit Committee meetings, though they shall not be entitled to vote. This would apply to all companies having paid up capital exceeding Rs five crores].

Powers of Audit Committee

The audit committee shall have powers which should include the following – (1) To investigate any activity within its terms of reference (2) To seek information from any employee (3) To obtain outside legal or other professional advice (4) To secure attendance of outsiders with relevant expertise, if it considers necessary [clause 49II(C) of Listing Agreement].

Role of Audit Committee [clause 49(IID) of Listing Agreement]

The role of the audit committee shall include the following  -

Overview of reporting process

Audit committee should have oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible [clause 49(IID1) of Listing Agreement].

Recommend auditors and their fees

Audit committee should recommend the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services [clause 49(IID2) and 49(IID3) of Listing Agreement]

Reviewing annual financial statements before submission to Board

Audit Committee should review with management the annual financial statements before submission to the board, with particular reference to – (a) Matters required to be included in Directors Responsibility Statement  in terms of section 217(2AA) (b) Changes in accounting policies and practices and reasons (c) Major accounting entries involving estimates based on exercise of judgment by management (d) Significant adjustments in financial statement arising out of audit (e) Compliance with listing and legal requirements concerning financial statements (f) Disclosure of any related party transactions (g) Qualifications in the draft audit report [clause 49(IID4) of Listing Agreement].
Clause 49 gives some emphasis on ‘related party transactions’ as it is one of usual ways of siphoning out money by promoters from the company.  - - The term "related party transactions" shall have the same meaning as contained in the Accounting Standard 18, Related Party Transactions, issued by ICAI.

Reviewing quarterly Financial Statements

Audit Committee should review with management the quarterly financial statements before submission to the board [clause 49(IID5) of Listing Agreement].

Reviewing use of issue proceeds and deviations

Audit committee will review the statement of use of proceeds of a public or rights or preferential issue etc. and deviations  from objects stated in the offer document. Where monitoring agency has been appointed by company, the report of monitoring agency in respect of deviations shall be placed before audit committee. The audit committee will make suitable recommendations to Board to take steps in the matter [clause 49(II)(D)(5) and also clause 43A of Listing Agreement].

Reviewing performance of auditors and internal audit system

Audit committee should review with management performance of statutory and internal auditors and adequacy of internal audit system [clause 49(IID6) of Listing Agreement].

Review Internal audit function

Audit committee should review the adequacy of internal audit systems. It should review the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.  [clause 49(II)(D7) of Listing Agreement].

Review of internal controls

The audit committee should have discussion with internal auditors any significant findings and follow up there on [clause 49(IID8) of Listing Agreement]. Audit committee should review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature. Such matters should be reported to the board. [clause 49(IID9)

Discussions with statutory auditors

Audit Committee should hold discussion with external auditors before the audit commences about nature and scope of audit as well as post-audit discussion to ascertain any area of concern [clause 49(IID10) of Listing Agreement].

Look into substantial defaults in payments

Audit Committee should look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors [clause 49(IID11) of Listing Agreement]

Whistle blower policy

If a company has whistle blower policy, audit committee should review functioning of whistle blower mechanism [clause 49(IID12) of Listing Agreement].

Approve appointment of CFO

Appointment of CFO shall be approved by Audit Committee before finalisation of appointment of CFO by management [clause 49(II)(D12A] of Listing Agreement inserted w.e.f. 5-4-2010]

Review of specified information by Audit Committee

The Audit Committee shall mandatorily review the following information:  (1) Management discussion and analysis of financial condition and results of operations (2) Statement of significant related party transactions (as defined by audit committee) submitted to management (3) Management letters / letters of internal control weaknesses issued by statutory auditors  (5) Internal audit report relating to internal control weaknesses and (5) The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee [clause 49II(E) of Listing Agreement]

Any other function assigned by Board  –

Audit committee may carry out any other function as is mentioned in terms of reference of Audit Committee (by Board of Directors) [clause 49(IID13) of Listing Agreement].

Functions of audit committee specified in other provisions

Duties of audit Committee under Companies Act

Section 292A(6) provides that the audit committee should have discussions with the auditors periodically about the internal control systems, the scope of audit including the half-yearly and annual financial statements before submission to Board. It will also ensure compliance of internal control systems. [These are already covered under duties as specified in clause 49 of Listing Agreement].

Recommendation of dividend

As per Secretarial Standard (SS-3) of ICSI on Dividend (which is presently recommendatory in nature), audit committee should consider financial statement before submission to Board. Dividend should be recommended by Board only after approval of financial statement. Similarly, in case of interim dividend, same shall be approved only after interim financial statement is considered by Committee. It should then be submitted to Board for consideration and declaration of interim dividend.