 Bismillahir Rahmanir Raheem and Asalaamu Alaykum ladies and gentlemen, we are moving forward with corporate governance and we will be talking about reforms of the board. In our last session, we talked about active and passive boards and how those boards basically have shifted from their passive role to their active role. Now in today's presentation what we are going to do is that we are going to understand what were the reforms which led to this transformation from a passive role to an active role. That is what we are going to see that how these boards structurally changed in such a way that from a passive role they were able to gain a active role. Now ladies and gentlemen, you are very much well aware that the Serbanes-Oxley Act indicated that there is a risk that corporations lose faith entirely in boards as a central mechanism of governance and instead fall back on uncertain legal or external market mechanisms. So when we see the Serbanes-Oxley Act, then we see that this basically came in and this was basically promulgated because what was happening is that the corporations were losing faith in the boards. Why? Because the boards were passive, the boards did not do any meaningful activity within the corporation. They were basically ceremonial, they would just come for meetings, take pictures, talk about different things, endorse the plans which were submitted to them, basically endorse the chief executive officer and move forward. Now with such boards then these boards were just a major expense and a major time consumer for the different corporations. That's why they were losing faith in it and they were doing the depending upon uncertain legal or external market mechanism like hiring very highly paid advisors, like hiring consultants, like going to different corporations for third party interventions. Now all of this was happening because the boards were basically redundant, the boards were basically senile, the boards were basically non-active and therefore they had to depend upon different market mechanisms and other sources of wisdom, of knowledge and of input. What we see is that in the forms of boards, the potential of face to face accountability on a regular and continual basis between executives and non executives on a board of a particular company is very different to what can be achieved through a more remote disclosure and transparency to shareholders. So, what we see ladies and gentlemen is that in this whole process of reform these boards basically were induced, were catalyzed, were energized to play a different role. Basically they had to focus on ensuring more disclosure and transparency to the shareholders. So, these were the two main things which basically emerged and the corporate reforms in the last two decades in the Anglo-American world has been to establish, increase the independence and powers of non-executive directors. So, again rather than making them subservient to the CEO, they are more independent, they are more powerful and a range of board committees which are composed of non-executive. So, again they were augmented, they were reinforced with the induction and injection of new committees which would ensure a broader control on the organization and these committees would be more subject specific and would be more division specific and they would be giving very pertinent input of how those different major functions of the organization could do better in these very uncertain times and that is the very essence of movement and we know that that in the most important ones are the audit committee and the compensation committee. They were established in the United States and then the third committee which emerged is the nomination committee which became a central component of the drive to make boards more independent of executive management. So, this nomination committee also became very, very important and what we see is that through these three committees basically the boards repositioned themselves in a better way and started playing a very positive, a very affirmative and a very prudent role in the management of the different organizations. The introduction of the combined code in US has enabled the forms and improved disclosure in terms of the role of the board of directors. So, that is also a very important law, the combined code and then what we see is that in the combined code they are the following three committees which I basically mentioned earlier the audit committee has been there always but is a very important one then the remuneration committee because what we see is that the CEOs became so all powerful that they started getting salaries in hundreds of millions of dollars and that was absolutely phenomenal because on one side we have the CEO and on the other we have the whole organization and there is such a big gap in between and then the third is the nomination committee which we see that it also started playing a very formal, a very structured role and thereby enabled the board of directors to actively play a strategic role and also ensure that the organization works in a better way and is not manipulated by the chief executive officer. Now, ladies and gentlemen if you look at this diagram then we see on one side the management is controlling the levers of power and the other one the board is basically controlling the levers of power. Now, when we look at the management then we see that the chairman and the chief executive which I basically mentioned earlier on who were in one position now with the chair and chief executive being in one position then we see that the executives and non executives were basically on the periphery and the chair and the chief executive were basically managing the ordering of accounts, the executive remuneration, the board appointments and the investor relations. So, these four major functions were basically being managed by one particular individual and that one particular individual was all powerful so everyone was subjugated where everyone became subservient and the board was just a whitewash just window dressing. Now, when we look at the other model then what we see is that in that model which currently exists is that the chair and chief executive became two different positions intertwined with each other functioning together but separate and therefore there was this more control and balance we see that the executives and the non executives and then the non executives were playing a major role in the management of the company. So, what we see is that there is an audit committee, there is a remuneration committee, there is a nomination committee and there is also a another committee which is looking after the different investors and the different stakeholders. So, what we see is that all of the major decisions were coming through these different committees and based upon that we can basically see that the functioning of the board became more independent, became more intrusive, became more structured and most importantly there was cross accountability between the non executives and the executives and the role of the all powerful chairman oblique chief executive officer was further divided into two positions whereby this cross accountability would ensure that arbitrary decisions were not taken that arbitrary functioning would not take place and that it would not be a whimsical management but would be a multi tiered structured well thought out management and resulting in better tactical deployment of the organizational human resource. So, that is how we see the different reforms basically emerged in the past 20 years and now they are being followed across the world. Thank you so much.