1st Quarter - SDC Investimentos
Transcrição
1st Quarter - SDC Investimentos
GRUPO SOARES DA COSTA, S.G.P.S., S.A. Public Company Head Office: Rua de Santos Pousada, 220 4000-478 Porto Share Capital € 160.000.000 Commercial Registry Office of Porto: corporate body and register nr. 500 265 753 CONTACTS: General Marketing, Public Relations Investor Relations Web [email protected] [email protected] [email protected] http://www.soaresdacosta.pt 228 342 200 228 342 692 228 341 217 MANAGEMENT REPORT & CONSOLIDATED FINANCIAL STATEMENTS 1st QUARTER OF 2010 (non audited figures) I – HIGHLIGHTS • Turnover reached €222.2mn in 1Q 2010 (-4% compared with the same period of the previous year on a comparable basis (1)); • EBITDA (2) amounted to €25.3mn, reflecting a margin improvement to 11.40% from 11.15% in 1Q 2009; • Financial results of €14.2mn, in line with the previous year figure (€14.0mn); • Earnings before taxes reached €2.2mn (€2.8mn in 1Q 2009); • Group’s net income amounted to €1.4mn versus €2.2mn in 1Q 2009; • Signature on May 8, 2010 of the concession contract of the Poceirão-Caia stretch, part of the high speed rail connection between Lisbon and Madrid, between and by the Portuguese State and the concessionaire “ELOS – Ligações de Alta Velocidade, S.A.” in which Soares da Costa has a 16.304% stake; • Backlog increased 4% compared with year-end 2009 to €1,829mn. __________________________________________________________________________________ (1) In order to have comparable figures, we have calculated proforma accounts for 1Q 2009 reflecting the IFRIC 12 accounting (2) standard application. EBITDA = Operational Result (EBIT) + Depreciations + Provisions + Impairment charges II – OPERATIONAL ACTIVITY AND FINANCIAL DATA In spite of the negative macroeconomic context, Soares da Costa group’s activity has benefited from its international exposure and business diversification. In general, the group’s activity during the first quarter of 2010 (1Q 2010) occurred in a normality context, supported by its solid backlog. However, two main factors are worth mentioning to better understand this quarter’s figures: (i) some delays in the construction works set off in both Portugal and Angola due to processual/ administrative reasons and (ii) the negative impact from bad weather conditions that affected the construction pace of some important projects, leading to a slight decrease in the group’s turnover. Key Financial Indicators ‘000 € 1Q 2010 Turnover EBITDA EBITDA margin EBIT Financial Results Earnings Before Taxes Group’s Net Income 222.215 25.260 11,40% 16.388 -14.167 2.221 1.439 1Q 2009 Proforma 231.412 25.809 11,15% 16.764 -14.008 2.756 2.181 1Q 2009 YoY 226.788 25.540 11,26% 16.306 -14.008 2.298 1.824 -4,0% -2,1% +0,25 p.p. -2,2% 1,1% -19,4% -34,0% Note: 1Q09 proforma accounts take into consideration the IFRIC12 accounting standard application. YoY change is calculated based in these proforma figures. Turnover breakdown by country in the 1st quarter of 2009 and 2010 is detailed in the table presented in next page. We highlight a slight reduction of the domestic turnover (-2.8%), while Angolan turnover grew by +8.9%. Portuguese speaking African countries turnover as a whole also suffered a decrease, although expected, taking into consideration that 1Q 2009 figure benefited from the contribution of two relevant construction works: Zambeze river bridge in Mozambique and Cacheu river bridge in Guinea, that are now completed. Activity in the United States also suffered a decline, with turnover fall reflecting the buildings construction market’s stagnation, with the activity of the group now being focused in the infra-structures segment. Turnover Breakdown by Country ‘000 € Country Portugal Angola U.S. S. Tomé e Príncipe Mozambique Guiné Romania Other Consolidated Turnover 1Q 2010 % 1Q 2009 Proforma 99.510 94.813 16.231 1.300 3.666 6 5.169 1.519 222.215 44,8% 42,7% 7,3% 0,6% 1,6% 0,0% 2,3% 0,7% 100% 102.385 87.071 19.998 459 7.010 4.159 6.897 3.432 231.412 % 44,2% 37,6% 8,6% 0,2% 3,0% 1,8% 3,0% 1,5% 100% YoY -2,8% 8,9% -18,8% 183,3% -47,7% -99,9% -25,1% -55,7% -4,0% Turnover Breakdown by Country (1Q 2010) 7% 2% 2% 1% Portugal Angola U.S. Mozambique 43% Romania 45% Others In spite of the slight turnover reduction, EBITDA margin improved to 11.4% from 11.15%, which allowed operational results (EBIT) to only decrease 2.2% compared with the same period of the previous year. Average cost of debt recorded an important drop (to €-7.9mn in 1Q 2010 from €-9.6mn in 1Q 2009), however foreign exchange losses of €-2.1mn (contrary to what happened in 1Q 2009 when €1.8mn of gains were accounted) lead to flat financial results in this quarter compared with the previous year (€-14.2mn in 1Q 2010 versus €-14.0mn in 1Q 2009). Earnings before taxes amounted to €2.22mn, in line with 1Q 2009 (€2.30mn). The group’s net income reached €1.44mn, negatively influenced by a higher effective tax rate in 1Q 2010. In the following table we detail each business unit performance in 1Q 2010. Key Financial Indicators by Business Unit ‘000 € Business Unit Holding Construction Industry Real Estate Concession Total Turnover 57 200.275 3.872 1.626 16.386 222.215 EBITDA -16 15.012 -149 914 9.499 25.260 Net Income -983 3.155 -98 -150 -487 1.439 Regarding the consolidated financial statements, we highlight that some accounting changes happened in this quarter as a consequence of the application of the IFRIC Interpretation 12. This interpretation of the mentioned International Accounting Standard, that establishes the criterions to be used in the measure, recognition, presentation and release of the activities that are based on a public service concession contract, led to some changes with some impact in the consolidated figures of Soares da Costa group, mainly in its Concession business unit. (i) Re-classification as an intangible asset of part of the concession fixed assets in which the group has a exploitation right and in which it assumes the demand risk of the operation (intangible asset model); (ii) Re-classification as a receivable of part of the concession fixed assets in which the group has an unconditional right to receive pre-established values and in which it does not assume the demand risk of the operation (financial asset model); (iii) Changes in the depreciations of the fixed assets and recognition of provisions covering the need of future major repairs in the assets under concession. Therefore, taking into consideration this interpretation, and for comparison purposes, we have restated 1Q 2009 accounts. Net debt as of March 31, 2010, reached €721.5mn (of which €284.4mn was non-recourse debt from the concessions business segment), versus €675.9mn by year-end 2009. The net debt increase in the quarter is explained namely by the investment made in the development of real estate project in Angola and by some degradation in the receivables average collection time (∆ = €27.4mn between Dec 2009 and Mar 2010). IV – COMMERCIAL ACTIVITY, BACKLOG In 1Q 2010, the domestic market continued to experience a depressing background, that was eventually aggravated compared with the previous year, both in terms of projects’ bids launched and works awarded. This situation reflects our economy structural difficulties, and had a negative impact on both the public and private investment level. Nevertheless, in the domestic market we highlight the following construction works that were awarded to Soares da Costa: • Cascais Tower Inn (Pousada da Cidadela de Cascais) from Pestana group; • Road access to Lisbon North logistic platform, from Brisa. In the domestic market we also highlight that, on May 8, 2010, the concession contract of the Poceirão-Caia stretch, part of the high speed rail connection between Lisbon and Madrid, has been signed today by and between the Portuguese State and the concessionaire “ELOS – Ligações de Alta Velocidade, S.A.”. Soares da Costa Concessões SGPS, SA was coleader of the consortium and has a 16.304% stake in the mentioned concessionaire. Furthermore, the project reached its financial close. This 40-year concession implies a total investment of € 1,495mn, with €1,441mn for the project and construction, which should be performed by a joint undertaking of companies - LGV-Engenharia e Construção de Linhas de Alta Velocidade, ACE - led by Sociedade de Construções Soares da Costa, S.A. with a 17.25% participation. As for the international activity we would like to mention: • In Angola, the award of the Dipanda building from Novinvest, the headquarters of the Angolan national Statistic Organization and two other works from Sonils. • In Romania, the award, to a consortium in which Soares da Costa participates, of the Wind Park Cernavada II construction in Constance, from Global Energy Services (GES)-SIEMSA. In the Industry business area, was awarded to a consortium in which OFM holds a 24% stake, the expansion of the Porto Novo harbour (phase 1) in Sto. Antão Island (Cape Verde), a project amounting to €24.3mn. Soares da Costa group reinforces that keeps seeking for business opportunities outside its traditional markets. This commercial dynamism has allowed the group to maintain, and even increase, its backlog, which has reached €1.829mn, rising 4% from the €1.759mn figure of year-end 2009. Soares da Costa Backlog Evolution 2.000 1.750 1.500 1.250 1.000 750 500 250 0 2006 2007 2008 2009 1º T 2010 More recently it was awarded to Prince Contracting LLC, two infrastructure works contracts worth a total value of USD74.8mn, which have not yet been included in the above mentioned backlog figure: - Refurbishment and improvement of the East - West (SR408) highway for the “Expressway Authority” of Orange County, Orlando, Florida, worth USD20.8mn and a completion deadline of 13 months. - Reconstruction and refurbishment of Interstate Highway I-75/SR401, for the Department of Transport of the State of Georgia, worth USD54.0mn and a completion deadline of 30 months. V – FOLLOWING EVENTS, CORPORATIVE INFORMATION Additionally to the above mentioned operational events and awards, in this section it is important to refer to the group’s general assembly, held on April 26, 2010, and in which the following resolutions were adopted: 1. Approval of the management report, individual accounts and consolidated accounts for 2009; 2. Approval of the proposal from the Board of Directors for allocation of the individual net profit of € 26,738,495.24 earned by the company in the year ended 31 December 2009 as follows: a) To the Legal Reserve (5% of Net Profit for the year) € 1,336,924.76 b) To Results Carried Forward € 18,457,534.06 c) For the distribution of dividends: i) Attributable to Preferred shares, pursuant to articles 341 and 342 of the Commercial Companies Code: 5,518 shares x 0.05 € 275.90 ii) Attributable to Ordinary Shares: 159,994,482 shares x 0.0434 €6,943,760.52 3. Approval of a vote of confidence in the Board of Directors and the Supervisory Board. 4. Approval of the alteration of part of the company’s bylaws, namely regarding Article 8 (1) and (3), through which now to each share corresponds one vote, and article 12, 13, 16 (1) and 21 (1), with corporate bodies elections every 3 years from previous 4 years. 5. Election of the company officers for the three year term 2010-2012: Board of the General Meeting of Shareholders Chairman: Fernando Enes Gaião Secretary: João Pessoa e Costa Board of Directors Chairman: Manuel Roseta Fino António Pereira da Silva Neves Pedro Manuel de Almeida Gonçalves Pedro Gonçalo de Sotto-Mayor de Andrade Santos José Manuel Baptista Fino António Manuel Pereira Caldas Castro Henriques PANIRAMA – Participação e Investimentos, SGPS, SA, corporate body no. 509 016 987, which nominated Ana Maria Martins Caetano to occupy the position under her own name. Martim Salema de Sande e Castro Fino António Manuel Formigal de Arriaga Carlos Moreira Garcia Supervisory Board Chairman: Júlio de Lemos de Castro Caldas Carlos Pedro Machado de Sousa Góis Joaquim Augusto Soares da Silva Júlio de Jesus Pinto (substitute) Statutory Auditor “PATRÍCIO, MOREIRA, VALENTE & ASSOCIADOS, SROC no. 21” (NIPC 501 612 181), with registered office at Avenida do Brasil, no. 15 - 1º, LISBON, represented by Jorge Bento Martins Ledo, Roc no. 591 (NIF 127 125 841) with professional residence at Rua da Saudade, no. 132, 3rd floor, 4150-682 Oporto. Remuneration Committee Chairman: José Manuel Batista Fino João Pessoa e Costa António Jorge Gonçalves Afonso 6. Approval of the remuneration policy statement proposed by the Remuneration Committee. 7. Authorize the Company to purchase and sell own shares in a regulated market. 8. Approval of the attribution and establishment of remuneration for members of the Remuneration Committee. VI – OWN SHARES. LISTED SHARES PERFORMANCE As of December 31, 2009 the group did not have any own shares and during the 1st quarter of 2010 did not acquire or sell any own shares. The following graph displays Soares da Costa shares price performance compared with the Euronext Lisbon reference index, PSI 20, and to other listed companies operating in the construction sector. Index 100 corresponds to the share price as of December 31, 2009. In the 1st trimester it is visible the existence of some volatility in the stocks price behaviour, which was also noticeable in the financial markets in general during this period. 110 105 100 S.COSTA 95 TEIXEIRA DUARTE 90 85 80 MOTA ENGIL 75 PSI 20 70 65 60 31-12-2009 31-01-2010 28-02-2010 31-03-2010 VII – OUTLOOK FOR 2010 Taking into consideration that the full-year 2009 management report, which included the board of directors expectations to 2010, was released relatively recently, the board reiterates the targets then announced to full-year, as there were no news or occurrences that materially change its view on the evolution of the company’s activity. Porto, May 24, 2010 The Board of Directors CONSOLIDATED FINANCIAL POSITION STATEMENT March 31, 2010 and December 31, 2009 ASSETS 31-Mar-10 Net Assets 31-Dec-2009 Restated Net Assets € 31-Dec-2009 Net Assets NON CURRENT Inta ngibl e fi xed a s s ets : Goodwil l Other i nta ngibl e fi xed a s s ets Ta ngi bl e fi xe d a s s ets : La nd a nd bui l dings Ba s ic equi pment Fi xed a s s ets i n progres s Other ta ngible fi xed a s s ets Fi na nci a l inve s tments : Inves tme nt properti es Fi na nci a l i nves tments under the equi ty me thod Loa ns to a s s ocia ted compa nies Other fina nci a l i nves tments Deferred ta xes (a s s ets ) Other non current a s s ets Total non current assets 81,768,523 278,183,238 359,951,761 81,768,523 281,561,918 363,330,440 81,768,523 2,562,571 84,331,094 148,912,378 69,061,800 39,992,679 26,943,303 284,910,160 150,447,965 69,721,533 30,913,006 27,748,135 278,830,638 418,271,867 69,721,533 47,773,154 27,748,135 563,514,688 6,681,027 8,280,318 2,684,643 15,820,182 33,466,170 6,514,869 9,916,520 4,983,170 15,303,624 36,718,183 6,514,869 9,916,520 4,983,170 15,303,624 36,718,183 22,217,354 22,544,796 17,428,521 17,669,430 16,986,015 - 723,090,240 713,977,212 701,549,980 165,806,603 182,113,038 182,113,038 398,643,085 1,919,856 44,167,401 444,730,342 371,178,462 3,518,433 46,910,955 421,607,850 371,178,462 3,518,433 46,910,955 421,607,850 164,099,211 95,276,274 123,994,848 93,283,117 125,500,405 93,283,117 869,912,430 820,998,852 822,504,409 1,593,002,670 1,534,976,064 1,524,054,390 CURRENT Inventorie s Accounts recei va ble : Tra de Debtors Receiva bl es from Publi c Enti ti es Other a ccounts recei va ble Other current a s s ets Ca s h, Depos i ts a nd Securi ties Total current assets TOTAL ASSETS The Cha rtered Accounta nt The Boa rd of Di rectors CONSOLIDATED FINANCIAL POSITION STATEMENT March 31, 2010 and December 31, 2009 EQUITY AND LIABILITIES 31-Mar-10 31-Dec-2009 Restated € 31-Dec-2009 SHAREHOLDERS' EQUITY Share ca pi ta l Own s ha res Res erves a nd reta i ned ea rni ngs Net i ncome Equity attributable to the group 160,000,000 (34,277,680) 1,438,537 127,160,857 160,000,000 (39,238,701) 10,314,284 131,075,583 160,000,000 (42,214,632) 11,491,132 129,276,500 1,311,398 1,005,445 1,005,445 128,472,254 132,081,028 130,281,945 9,644,045 9,153,596 609,672 100,000,000 449,050,481 549,050,481 100,000,000 428,173,069 528,173,069 100,000,000 428,173,069 528,173,069 Accounts paya bl e: Fi xed as s ets s uppl i ers Other a ccounts pa ya bl e 5,991,470 12,482,869 6,483,562 14,039,298 6,483,562 14,039,298 Deferred a s s ets (l i a bi l i ti es ) 28,362,298 28,300,752 27,722,083 605,531,163 586,150,277 577,027,685 203,571,211 43,892,434 247,463,645 192,051,762 27,983,326 220,035,088 192,051,762 27,983,326 220,035,088 247,343,268 8,392,993 131,032,373 3,134,790 47,410,064 437,313,488 259,014,667 9,424,128 133,090,993 4,301,906 43,294,106 449,125,801 259,014,667 9,424,128 133,090,993 4,301,906 43,294,106 449,125,801 36,966,794 137,255,325 25,913,439 121,670,433 25,913,439 121,670,433 858,999,252 816,744,760 816,744,760 Total liabilities 1,464,530,415 1,402,895,037 1,393,772,445 Total shareholders's equity and liabilities 1,593,002,670 1,534,976,064 1,524,054,390 Mi nori ti es Total shareholders' equity LIABILITIES NON CURRENT Provi s i ons Loans : Bonds Ba nk l oa ns Total non current liabilities CURRENT Loans : Ba nk l oa ns Outher l oans Accouns t paya bl e: Tra de Credi tors Fi xed as s ets s uppl i ers Adva nces on s a l es Pa ya bl es to Publ i c Enti ti es Other a ccounts pa ya bl e Fi na nci a l deri vati ves Other current l i a bi l i ti es Total current liabilities The Cha rtered Accountant The Boa rd of Di rectors SEPARATE CONSOLIDATED INCOME STATEMENT for the period ended March 31, 2010 and 2009 31-Mar-10 Sa l es a nd s e rvi ces rendered Cha nge i n producti on Other opera ti ng i ncome Operating income 31-Mar-09 Restated € 31-Mar-09 222,214,627 (17,582,841) 6,935,088 211,566,874 231,411,557 (11,052,111) 8,844,431 229,203,876 226,788,196 (11,052,111) 12,798,816 228,534,901 (42,988,425) (102,822,883) (36,874,840) (8,394,460) (778,190) (3,320,009) (195,178,808) (54,264,388) (108,887,306) (35,826,650) (8,326,873) (734,553) (4,400,130) (212,439,900) (54,264,388) (108,487,406) (35,826,650) (9,047,376) (203,178) (4,400,130) (212,229,128) 16,388,066 16,763,976 16,305,773 (7,865,336) (631,497) (5,670,585) (14,167,418) (9,616,345) (412,224) (3,979,581) (14,008,149) (9,616,345) (412,224) (3,979,581) (14,008,150) Earnings before taxes 2,220,648 2,755,827 2,297,623 Income ta x (664,640) (478,864) (377,896) Consolidated net income Attri buta bl e to the Group Attri buta bl e to mi nori ty i nteres ts 1,556,009 1,438,537 117,472 2,276,963 2,180,901 96,063 1,919,727 1,823,665 96,063 Ea rni ngs per s ha re of conti nued a cti vi ti e s : Ba s i c Di l uted 0.009 0.009 0.014 0.014 0.011 0.011 Ea rni ngs per s ha re: Ba s i c Di l uted 0.009 0.009 0.014 0.014 0.011 0.011 Cos t of goods s ol d Thi rd pa rty s uppl i es & s ervi ces Sta ff cos ts Depreci a ti on a nd i mpa ri ty l os s es Provi s i ons Other opera ti ng cos ts Operating costs Operating profit Net fi na nci ng cos ts Profi ts a nd l os s es i n a s s oci a ted compa ni es Other fi na nci a l i ncome a nd cos ts Financial results The Cha rtered Accounta nt The Boa rd of Di re ctors STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME for the period ended March 31, 2010 and 2009 31-Mar-10 Cons ol i da ted net profi t for the peri od € 31-Mar-09 31-Mar-09 Restated 1,556,009 2,276,963 1,919,727 973,756 201,664 201,664 (5,427,895) (4,630,232) (4,630,232) (711,043) 45 45 Tota l compre hens i ve i ncome for the peri od (3,609,174) (2,151,559) (2,508,796) Attributable: to mi nori ty i nteres ts to the group 305,952 (3,915,127) 120,168 (2,271,727) 120,168 (2,628,964) Other comprehensive income Excha nge di fference s temmi ng from tra ns pos i ti on of fi na nci a l s ta tements e xpres s ed i n forei gn currenci es Va ri a ti on, ne t of ta x of the fa i r va l ue of fi na nci a l deri va ti ves Other va ri a ti ons The Cha rtered Accounta nt The Boa rd of Di rectors STATEMENT OF CHANGES IN EQUITY for the period ended March 31, 2010 and 2009 Equity capital Ba l a nce a s of 01/Ja n/2010 Divi dend dis tri buti on Acqui s i ti on of own s ha res Others Integra ted cons ol i da ted ea rni ngs Ba l a nce a s of 31/Ma r/2010 160,000,000 160,000,000 Equity capital Ba l a nce a s of 01/Ja n/2009 Res tated Divi dend dis tri buti on Acqui s i ti on of own s ha res Others Integra ted cons ol i da ted ea rni ngs Ba l a nce a s of 31/Ma r/2009 Res ta ted Reserves and Reserves for Coverage Own shares retained foreign derivatives earnings exchange - Own shares (12,885,176) (1,951,180) (16,135,152) 248,007 3,238,021 785,275 (5,427,895) (711,044) (9,647,155) (1,165,905) (21,563,047) (463,037) Reserves and Reserves for Coverage retained foreign derivatives earnings exchange 160,000,000 (1,306,746) (13,794,950) 20,250 2,180,901 160,000,000 (1,306,746) (11,593,800) The Cha rtered Accounta nt Other 678,254 201,664 879,918 (4,994,137) (4,630,232) (9,624,369) Other 247,961 45 248,006 Own funds attributable to shareholders € Own funds attributable Total equity to minorities 129,276,500 (2,115,643) 127,160,857 Own funds attributable to shareholders 1,005,445 130,281,945 305,952 (1,809,691) 1,311,397 128,472,254 Own funds attributable Total equity to minorities 140,830,384 20,250 (2,247,623) 138,603,011 The Boa rd of Directors 971,761 141,802,144 20,250 120,169 (2,127,454) 1,091,930 139,694,940 CONSOLIDATED CASH FLOWS STATEMENTS for the period ended March 31, 2010 and 2009 € 31-Mar-10 Opera ti ng a cti vi ti es: Recei pts from cus tomers Pa yments to s uppl iers Pa yments to s ta ff Pa yments/ recei pts of i ncome ta x Other pa yments / recei pts rel a ted wi th opera ti ng a cti vi ti es 145,978,434 (149,492,733) (31,927,292) (35,441,590) (373,315) (1,542,967) (1,916,282) Cash flow from operating activities Inves tment a ctiviti es : Receipts from: Fi na nci a l i nvestments Fi xed ta ngi bl e a s s ets Interes t a nd s i mi l a r i ncome Di vi dends Pa yments rel a ted wi th: Fi na nci a l i nvestments Fi xed ta ngi bl e a s s ets Inta ngi bl e a s sets Cash flow from investment activities Fina nci ng a cti vi ties : Receipts from: Loa ns Ca pi ta l i ncrea s es , s uppl ementa ry pa yments a nd i s sue premi uns Sa l e of own s ha res Interes t recei ved Pa yments rel a ted wi th: Loa ns Fi na nci a l l ea s i ng contra cts Interes t pa i d Di vi dends Acqus iti on of own s ha res Cash flow from financing activities Cha nge i n ca s h a nd ca s h equi va lents Effect of forei gn excha nge di fferences Effect of cha nges i n sta kes / pa rti ci pa ti ons Ca s h a nd ca s h equiva lents a t the begi nni ng of the peri od Ca s h a nd ca s h equiva lents a t the end of the peri od The Cha rtered Accounta nt 31-Mar-09 203,885,305 (174,911,503) (30,783,996) (1,810,194) (191,649) (9,934,638) (10,126,287) (37,357,873) 45,856 179,471 141,896 2,240,195 54,973 225,327 2,437,064 (2,211,737) (11,936,481) 714,250 135,951 189,763 2,270,195 3,355,621 1,335,813 1,039,964 6,961,629 (5,921,665) 178,989,585 12,500 30,186 179,032,271 159,545,567 166,000 47,164 159,758,731 131,809,793 2,948,447 4,274,479 139,032,719 39,999,551 103,178,771 3,367,839 9,388,808 115,935,418 43,823,313 429,941 1,563,215 93,283,117 95,276,274 25,965,167 (862,958) 66,755,099 91,857,308 The Boa rd of Di rectors