Members of an independent committee of a company's board of directors (established to discharge the board's responsibilities in relation to the offer) must consist of directors of the company who have no direct or indirect interest in any offer or possible offer for consideration by the independent committee other than, in the case of a director of the offeree company, as a shareholder of the offeree company. For this purpose, it is presumed that employees of an offeree company that is an associated company of the offeror have an indirect interest in an offer and are therefore not independent. The same presumption is applicable to employees, directors, agents, partners, connected persons and affiliates of any person that exercises control or direction over the business and operations of any offeror or the offeree company respectively if such person has a direct or indirect interest in the offer. If it is not possible to form an independent committee, responsibility for representing the interests of any independent shareholders must reside primarily with the professional adviser. In case of doubt the CBB must be consulted.