How many chairships is too many?

By Gavin Hinks

chairs, overboarding

Reading through the policy guide of proxy advisory firm Glass Lewis, you find this statement: “We generally count board chairships as two directorships, given the increased time commitment associated with that role.”

That’s an interesting rule of thumb when applied to Sir Nigel Rudd, chair of defence group Meggitt, who made the news last week when investors turned on him for reasons of “overboarding”—having too many directorships.

Sir Nigel is also chair of BBA Aviation and Sappi, the paper group. He also chairs the Business Growth Fund. In all, that is four chairships, which—on Glass Lewis’s assumption—equates to eight directorships in effect.

Meggitt said in statements that it had reviewed Sir Nigel’s commitments and believe he had the time to do everything. Many investors thought differently; 27% voted against his reappointment. According to guidelines, votes in excess of 20% are considered “significant” and go on the Investment Association’s Public Register. Meggit now has to consult with investors again to hear their concerns and report back within six months, an uncomfortable process given that it is so closely tied to Sir Nigel’s position.

Sir Nigel retired from a role at Destiny Pharma at the end of last year in response to overboarding concerns, so the company has been confronted with the topic before. But his predicament should serve as a warning that investors are concerned about directors spread too thinly.

“A material risk”

Glass Lewis’s policy document is explicit: “In our view, an overcommitted director can pose a material risk to a company’s shareholders, particularly during periods of crisis.”

Glass Lewis also cites research showing that the time commitment needed for each single directorship has been growing, and it is not alone in its concerns about overboarding. It’s fellow advisory firm ISS also has a policy that anyone who holds more than five roles is considered overstretched. At ISS too, a chairship is considered two jobs.

Overboarding also causes shareholders to become unsettled. In its annual review of engagement, Legal & General Investment Management said almost a third (29%) of votes against the reappointment of directors last year was on the issue of overboarding.

“An overcommitted director can pose a material risk to a company’s shareholders, particularly during periods of crisis”

—Glass Lewis policy document

The UK’s revised corporate governance offers no numerical limits on directorships, but does offer this: “Non-executive directors should have sufficient time to meet their board responsibilities.”

What happens if directors continue to ignore requests to sort out their workloads? It’s possible the next stage in this battle will the involvement of the senior independent directors (SIDs). According to the code, it the SIDs who lead non-executives in assessing the performance of the chair. Inevitably, that should lead to a question about whether the incumbents currently have too much on their plates to be effective. That means investors could begin to ask what the SIDs are doing to safeguard their boards from chairs who with what might be considered excessively large portfolios.

Whatever happens, it’s doubtful investors will allow this topic to go unaddressed. Board performance is high on their list of governance concerns, and they will continue asking chairs whether they really have the time to devote to so many senior positions. In response, chairs may have to roll back their ambitions, scale back their workload and devote more time to fewer jobs.

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Risk hotspots: a global roundup

By Gavin Hinks

Laura Codruta Kovesi

Economy — South Korea

Unemployment in South Korean hit a nine-year high of 4.4% in January, offering more bad news as the economy slows. Manufacturing and retail have seen the worst of the job losses, while shipbuilders have been letting workers go in their thousands over recent years. The third quarter of 2018 saw the slowest GDP growth in nine years, while November saw the country’s central bank raise interest rates for the first time in a year.

Image: Shutterstock

Politics — Romania & EU

The front runner to head the EU’s new public prosecutor’s office is Romanian Laura Codruta Kovesi. But her own country opposes the appointment after she was ousted last year as Romania’s anti-corruption chief. Observers believe the disagreement is a proxy for the clash with increasingly authoritarian regimes in eastern Europe.

Regulatory — Social media

Tech and social media companies are edging ever closer to regulatory change. A German regulator has ruled that Facebook misused user data, while in the UK Instagram (a Facebook company) promised changes over self-harm images after a teenager’s suicide. Data scandals abound, but change will depend on politicians reaching agreement on how to make rules for what has become known as “surveillance capitalism”.

Image: Shutterstock

Countries — France & Italy

French president Emmanuel Macron is desperate to solve the country’s gilets jaunes crisis, while Italy’s right-wing leaders see fit to invite them to summit talks. Cue a diplomatic incident in which France recalled its ambassador to Rome in protest at the situation, which it says is “unprecedented” since the end of World War Two.

kites, beach

Image: Shutterstock

Science & Tech — Kites

In 1752 Benjamin Franklin stood outside in a storm and conducted the famous kite experiment in Philadelphia. Now, 267 years later, Alphabet (Google’s parent company) has joined forces with oil and gas company Shell to fund research into using kites to generate power from wind. Research will use Shell’s offshore experience to take the kites out to sea where winds are stronger. This is not a lot of hot air.

Company — Nissan & Renault

At the time of writing, Nissan and Renault’s chairman and chief executive Carlos Ghosn remains in custody in Japan after allegations of under-reporting his income. Nissan has already posted falling results, while Renault is under pressure from the French government to appoint a replacement. How will the strategic partnership between the two motoring giants survive without its leader?

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Lack of turnover slows progress for women on US boards

By Gavin Hinks

boardroom, male directors, investors, boardroom skills

The case for boardroom diversity, whether it be gender or ethnicity, has been made; there can be few boardroom leaders left in post who fail to see the benefits. And yet, the sheer obstinacy of boardroom incumbents is proving a major block to improvement.

New research reveals that while diversity in US corporate boardrooms of the Russell 3000 and the S&P 500 has improved, progress is slower than it might be because of the lack of turnover in places held by ageing, white, male directors.

Figures compiled by think tank The Conference Board 
show that in 2018 half of the Russell 3000 companies and 43% of the S&P 500 made no filings in relation to changes in the composition of their boards. Those companies neither added new members nor replaced anyone.

“Many public company boards do not see any turnover that is not the result of retirement at the end of a fairly long tenure”

—Matteo Tonello, The Conference Board

In short, for many companies board refreshment is somewhat stale.
 According to Matteo Tonello, a research manager with The Conference Board, despite major changes to US corporate governance over the past two decades, the profile of boardroom membership has proven surprisingly resistant to change.

“To this day, many public company boards do not see any turnover that is not the result of retirement at the end of a fairly long tenure,” he says.
 Observers point to differences among US companies. Boards in the Fortune 500 and Fortune 1000 have focused on refreshment, while those in smaller companies have been much slower to move.

“Institutional investors will continue to pressure boards to refresh their board compositions,” says Justus O’Brien, co-leader of the Board and CEO Advisory Group at Russell Reynolds Associates.

Stark disparity

It was well known that progress towards diversity in many US companies was slow. In February figures from Morningstar, the financial research group, showed that smaller companies in the Russell 3000 index had only now reached the levels of diversity present in S&P 500 members a decade ago.

The disparity in the Russell 3000 is stark. In the largest 500 companies, on average 23.7% of board seats were held by women. In the next 2,500 companies women on average held just 13.6%.
 One fifth of Russell 3000 companies have no female directors at all.

The reasons for laggardly progress? Smaller companies have less attention focused on them by the media, but also by asset managers’ engagement teams. Morningstar also argues that there is only a small pool of female talent available for appointment, resulting in women each taking more board positions than their male counterparts.

Others have spoken of an inherent reluctance among boardroom leaders to ask ageing board members with outmoded experience and skillsets to move on. There is a widespread view in the US that automatic term limits for non-executive directors is too heavy handed.

Average tenure in the US is more than ten years, with about a quarter of Russell 3000 directors stepping down after more than 15 years

The UK governance code, revised last year, suggests nine years is a healthy limit for a non-executive or chair, and asks boards to explain in their annual reports why an individual should stay longer. Indeed, publication of the revised version in July raised the real prospect of several FTSE 100 chairs being forced to move so their boards could comply with the new code.

Average tenure in the US is more than ten years, with about a quarter of Russell 3000 directors stepping down after more than 15 years. 
Executive search firm Spencer Stuart forecasts little change to turnover this year—indeed it expects boards to rely on “mandatory retirement ages” for opening up board vacancies. It points out that these mandatory ages can vary from 73 to 80 years.

A raft of asset managers have declared their intention of making boardroom diversity a major priority. These figures suggest they may have to redouble their efforts.

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Audit committees: increased scrutiny is the only certainty

By Gavin Hinks

UK parliament, governance reform

There is a very good chance that life is about to get much tougher for audit committee members. While in the past those serving on the board committees that supervise auditors may have undertaken their work in relative obscurity, that is set to change with new regulatory oversight and potentially public punishment.

But how are things about to change? And are audit committees on the cusp of becoming much less attractive places to be? Undoubtedly something has to happen. MPs on the House of Commons business committee, Sir John Kingman in his widely publicised review of the accountancy regulator and now the Competition and Markets Authority have all called for substantial reforms to ensure audit committees play a much more significant role in choosing auditors and monitoring audit quality.

The aim is that by clarifying audit committee responsibilities and bringing it under a regulatory microscope, audits themselves can be improved and with that the reliability of financial reporting.

The transformation of audit committees comes as part of a raft of measures addressing the perceived problems with audit following a series of corporate failures, including the construction giant Carillion. In December last year the Kingman review recommended closing down the existing accounting and audit regulator to create a new body with revised powers. Among those responsibilities should be an “enforcement regime” holding directors to account for their duties, including audit committee chairs.

Sir John also wants the new watchdog to commission a “skilled person” review paid for by companies, where there are suspicions that the audit committee is falling down on the job. Sir John also suggests the regulator be able to order an evaluation of an entire audit committee.

The CMA too has made recommendations that would place audit committees in the spotlight. There is a recommendation that the proposed new regulator “mandate minimum standards” for audit committees to adhere to for appointing and monitoring auditors. The new regulator would then inspect compliance with the new standards.

The CMA also suggests powers to place an observer on an audit committee, issue statements about an audit committee’s performance directly to shareholders and deliver public reprimands when things go wrong.

“Because of our concerns about the independence of audit committees, their lack of attention to audit and the lack of emphasis they are placing on challenge, we fully support the CMA’s proposed remedy on greater scrutiny”

—Statement from the House of Commons business committee

In a special report, MPs on the House of Commons business committee have generally backed the CMA’s proposals and added their own concerns to the many.

MPs summarised the issues in this statement. “Because of our concerns about the independence of audit committees, their lack of attention to audit and the lack of emphasis they are placing on challenge, we fully support the CMA’s proposed remedy on greater scrutiny.”

When the CMA spoke to investors it found them fretting about the independence of audit committees when judging the work of auditors; that they do not sufficiently challenge management on their accounting judgements “or auditors on the depth of work and analysis they have undertaken”. They were concerned audit committees relied on executive feedback about auditors, rather than developing their own views. There was also disquiet that audit committees lack a “best practice” statement or model when it comes to monitoring auditors.

Time spent by audit committees on monitoring the work of external also sparked anxiety. After looking at 18 companies, the CMA concluded that the time on external audit matters “varied significantly”, with figures showing variation from 400 hours down to less than 20 hours in total.

Needless to say, audit committee members bridle at the idea that there are widespread failings. But there are those that concede that audit committee performance may vary.

Increased stresses

Regardless, audit committees undoubtedly face increased scrutiny, which will be painful for some. According to Elizabeth Richards, head of corporate governance at chartered accountancy institute the ICAEW, current audit committee members will conclude their work now involves increased stresses. Combined with the need to oversee joint audits, also recommended by the CMA, the workload is only rising.

“Were the proposals for mandatory joint audit to be taken in conjunction with the threat of greater sanctions, this would represent a material increase in the risk profile of being an audit committee member or chair,” says Richards. “It is very possible that some might find this a deterrence from taking up such a position.”

Tim Copnell, the head of an advisory service for audit committee members at KPMG, the professional services firm, accepts the “risk–reward” profile of the job may be changed, which could prompt a need to make it more attractive, potentially with pay. And yes, the reforms are certain to make many audit committee members “uncomfortable”. However, will that cause an exodus of audit committee chairs? “I don’t think that’s likely,” says Copnell.

“Were the proposals for mandatory joint audit to be taken in conjunction with the threat of greater sanctions, this would represent a material increase in the risk profile of being an audit committee member or chair”

—Elizabeth Richards, ICAEW

In some respects that may depend on the final shape of the legislation. There is still a long way to go before anyone’s recommendations are turned into law. If the new rules stress what Copnell calls the “passive” elements—such as increased reporting responsibilities—that’s low stress and relatively easy to accommodate. If the final legislation is balanced towards active interventions—observations, reviews and public reprimands—that may make things significantly different.

The trouble is there is much uncertainty about what form the final regulatory regime will take. And Copnell has a warning about the drafting: a system that rests on up front and personal regulatory observation of committee meetings could cause “unintended consequences”, such as prompting committee members to “exhibit certain behaviours” to please the regulators rather than make good decisions for their companies.

This view comes with some support. According to Richard Fairchild, a lecturer in finance and accounting at the University of Bath, the government needs to take care when drafting legislation that it understands how “sanctions and punishments” will affect the psychology and economics of audit and audit committees. He goes so far to suggest ministers could first pass the issue to the government’s own Behavioural Insights Team, AKA the Nudge Unit, before making final decisions.

“I would say this is a very deep area and that a lot of analysis and thinking is required for effective implementation of these plans,” says Dr Fairchild.

A resourcing problem

The question of observers across all listed companies raises further issues. According to Jock Lennox, chair of the Audit Committee Chairs’ Independent Forum (ACCIF), the trouble with observers is not so much about the reaction they will cause, but simply whether there are enough around with the right kind of expertise.

Lennox points out an oversight regime reliant on observers would need to cover 1,000–or more–companies with a multitude of business models. That makes it what he calls a “resourcing and capability” problem.

“That is a huge challenge and I really question how that could be achieved in any practical way,” says Lennox.

Lennox is also concerned with broader issues. The reforms, if mishandled, could present a challenge to the UK’s unitary board system. That’s because assuming audit committees alone are responsible for audits and financial reporting ignores the point that under the UK Companies Act boards as a whole are accountable.

That means if any real solution for audit quality is to be had through an oversight regime focused on audit committees, board responsibilities will need to be more closely defined.

“If you start with the board and work out what the board is responsible for and, within that, the role of the audit committee, you could make it work,” says Lennox. “If you just jump straight to the audit committee and don’t do anything about the board, that’s an issue.”

“Other routes might be far more promising [than regulation], like a focus on the right culture, alignment around values and ethics, a committee where members feel psychologically safe”

—Sabine Dembhowski, Better Boards

The same goes for the purpose of audit, over which there has been much disagreement. A report, the so-called Brydon Review, is due to be published by the end of the year, but defining audit committee responsibilities or the best practice standards for audit committees to monitor audits will be hard until those results are in.

While Lennox may have concerns about how the recommendations cane be delivered effectively, others question whether greater regulation can make audit committees better at what they do. According to Sabine Dembhowski, managing partner at consultancy Better Boards, the reforms will certainly mean a more complex working environment in which performance will need to be judged using new criteria. But she adds that the secret to high performance lies elsewhere, rather than regulation.

“I am sceptical if regulation will make audit committees any better. I believe, and have seen, that other routes might be far more promising, like a focus on the right culture, alignment around values and ethics, a committee where members feel psychologically safe, i.e. they have a shared belief that the committee is safe for interpersonal risk-taking,” she says.

The trick now for government will be to bring all recommendations from the Kingman Review, the CMA recommendations and, eventually, the Brydon Review together into a coherent legislative whole. Whether they will be done any time soon given the ongoing debacle over Brexit is anyone’s guess.

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Trend for portfolio reviews drives M&A optimism

By Gavin Hinks

mergers and acquisitions, M&A, takeovers

Nothing excites the business world like an M&A deal. Think of the fuss caused by the $30bn race to takeover of Sky by Comcast. And according to advisory firm EY, executives are so heady with M&A fever that the global “appetite” for deals is at its highest level for a decade.

EY released a report this week saying a survey of 2,900 executives across the world had revealed that 59% of their companies are planning to acquire another business in the next 12 months, up from the 52% last year. More than 90% believe the M&A market will improve this year.

That’s a lot of potential buying and selling of companies. What’s perhaps more interesting is the explanation. EY says that the thinking inside boardrooms is that “disruption” and “uncertainty” in the market will provide opportunities. Moreover, it means executives have to review their portfolios of companies to ensure they “future-proof” their businesses.

According to Steve Krouskos, EY’s global vice chair, transaction advisory services: “The increase in acquisition appetite is a clear indication that executives are focused on their pursuit of growth, underpinned by high expectations of their own future performance.

“There is uncertainty in the market, but for many disruption is driving M&A rather than stalling it—deals are a means to reshape portfolios at an accelerated pace and future-proof business.”

According to EY a leap in portfolio review activity has taken place over the past year. A hefty 41% of companies now review their portfolios every three months, compared with fewer than one in ten a year ago.

EY believes the increase in shareholder activism has prompted this interest in “portfolio shaping”. Activists, they say, are more interested in reconfiguring operations, geographic footprint or divesting underperforming business units. Boards no doubt reason that if they can get ahead of the game to make their own M&A decisions, they can head off a discomfiting encounter with an activist.

In a recent article for the Financial Times, Hernan Cristerna, global co-head of M&A at JPMorgan Chase, noted that activist campaigns focused on M&A tend to outperform the market. He also noted that many activists are driven by the need for short-term gains, a motive that doesn’t necessarily suit shareholders of all types.

Not all M&A works. Research from Willis Towers Watson and Cass Business School shows that the share price of many acquiring companies underperformed their markets last year, making 2018 “the worst performing year for dealmaking since 2008 and the first year that acquirers have underperformed for all four quarters”.

According to the Institute for Mergers, Acquisitions and Alliances, global overall activity in numbers and value fell in 2018, as did European activity.

This year may be a little different. 2019 has already seen the 10th largest deal of all time with the acquisition of Celgene Corp by Bristol-Myers Squibb for $79.4bn. There is also widespread optimism for deals in 2019, assuming the US market calms down and Brexit finds some form of resolution. The UK is expected to be one of the most active M&A markets, according to some.

But with activism expected to grow across Europe—even if activists become less aggressive in their pursuit of target companies—EY may be right that “portfolio review” will remain the in-thing for some time to come.

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Legal & Regulatory roundup

By Gavin Hinks

EU flag, EU sustainability, Sustainable Finance

FRC stewardship code underlines ‘outcomes’

A new UK stewardship code, published by the Financial Reporting Council, has asked investors to place more emphasis on performance against published policies.

Andrew Ninian, stewardship director at the Investment Association, said: “Asset managers have been clear that any new code should require signatories to report against actual stewardship activity, rather than just the policy that sits behind them, and should also reflect the growing range of issues that asset managers engage on, such as diversity and ESG.

“The new proposed code recognises these key issues and provides a platform for them to be firmly embedded in the final version of the stewardship code.”

Consultation on the code closed on 29 March.

Sir Win Bischoff, chairman of the Financial Reporting Council, said the code “sets both higher expectations for stewardship practice and introduces more rigorous public reporting with a focus on outcomes and effectiveness. We believe the changes proposed put it at the forefront of stewardship internationally.”

Singapore M&A code sees dual-class clarification

Financial regulators in Singapore have moved to clarify the rules surrounding mergers and acquisitions involving companies with dual-class shares.

The clarification relates to stock holders who own dual-class shares and whether their total shareholding could trigger a “mandatory” offer under the code.

The Monetary Authority of Singapore said the need to make a mandatory offer would be waived if the regulatory threshold was crossed through no action of the owners of the shares. “Where the shareholder is independent of the conversion or reduction event, the requirement to make a mandatory offer will be waived,” it clarified.

“If the shareholder is not independent of the conversion or reduction event, the mandatory offer requirement will still be waived if he reduces his voting rights to below the mandatory offer thresholds, or obtains the approval of independent shareholders to waive their right to a mandatory offer within a specified time.”

Photo: Sehenswerk, Shutterstock

EU under pressure to update Non-Financial Reporting rules

Further calls have been made for improvements to the EU’s Non-Financial Reporting Directive (NFRD) after research revealed disappointing results for campaigners.

The Alliance for Corporate Transparency, a group of not-for-profits, found that only half the companies surveyed provided clear information on targets and risks associated with their impact on the environment.

A majority of firms also failed to produce details of how their commitments to human rights would be put into action.

Filip Gregor of Frank Bold, a campaigning law firm and alliance member, said: “To ensure comparable and meaningful disclosure the legislation needs to be clearer. Standardisation of disclosure balanced with flexibility is indispensable to enable sustainable finance and corporate accountability.”

EU set to improve clarity for workers in gig economy

New EU regulations on making working conditions more transparent for gig economy and zero-hours contracts has taken a step closer to becoming law.

The regulations, to be included in the so-called Written Statement Directive, calls on companies to inform workers of their working conditions.

Marianne Thyssen, commissioner for employment and social affairs, said: “Today’s economy needs flexible labour contracts, but flexibility must be combined with minimum protection. With the agreement that is on the table today, we will offer those who are in flexible employment relations more transparency and predictability, especially the most vulnerable ones.”

It is believed that up to three million workers across the EU could benefit from the new legislation, which now has to be formally adopted by the European Parliament and Council.

Facebook

Photo: Shutterstock

Facebook to appeal German data ruling

A German regulator has ordered Facebook to modify its data policies after ruling the company had abused its market position to collect information from users without their agreement.

Andreas Mundt, chief executive of the Federal Cartel Office, Germany’s national competition regulator, said: “In future, Facebook will no longer be allowed to force its users to agree to the practically unrestricted collection and assigning of non-Facebook data to their Facebook accounts.”

Facebook said it would appeal. In a blog it said: “We disagree with their conclusions and intend to appeal so that people in Germany continue to benefit fully from all our services.”

The case hinges on the way the site matches data from WhatsApp or Instagram with Facebook users. The Cartel Office said this could only happen with consent from users and Facebook has been given 12 months to develop proposals for doing so.

The ruling marks another chapter in the increasingly controversial use of customer data and rising concerns for the privacy of internet users.

Lawyers believe the ruling could have wide-ranging implications for business models reliant on the collection of customer data.

Audit committee role set to change

UK audit committees could see their relationship with auditors significantly reformed after new proposals were published by the Competition and Markets Authority (CMA).

Among the wide-ranging recommendations of the interim report, it suggests audit committees could spend more time on auditor scrutiny; that investors need to accept smaller firms as auditors if audit committees choose them; and other executives should have less influence on the audit process.

Perhaps the biggest change for audit committee members is a proposal that audit committees should report directly to a regulator during the tender and engagement processes; and regulators should rebuke audit committees if they believe their performance is below par.

The proposals came as part of the CMA paper on reforming the audit market, which includes separating audit from consulting services in audit firms and introducing a dual audit regime.

CMA chairman Andrew Tyrie said: “The CMA will now consult on a number of proposals for robust reform. These intractable problems may take some years to sort out. If it turns out that the proposals are not far-reaching enough, the CMA will persist until the problems are addressed.”

Consultation on the proposals closed in January.

Greg Clark

Greg Clark. Photo: Shutterstock

UK joins project to regulate Fourth Industrial Revolution

The UK is set to partner with the World Economic Forum (WEF) to develop regulation for the fourth industrial revolution in artificial intelligence, autonomous transport, drones and medicine.

Business secretary Greg Clark said: “The government sees active and agile regulators as key to creating the business environment in which the industries of the future can grow, as part of our modern Industrial Strategy.

“This new international collaboration will ensure the UK leads the way in guaranteeing the UK and global regulatory system keeps pace with the speed of change.”

”The partnership has been driven by concerns that technology is developing at a much faster rate than ethical, legal and consumer protection.

Watchdog worries about impairments

The financial regulator in Australia has sent a warning to auditors and directors over the treatment of non-financial assets in financial reports.

The Australian Securities and Investments Commission (ASIC) clarified the accounting treatment in 2015, but after inspections this year decided to reiterate the advice.

John Price, ASIC commissioner, said: “ASIC’s concerns continue to relate to impairment of non-financial assets and inappropriate accounting treatment. Directors and auditors should focus on values of assets and accounting policy choices in preparing their December 2018 financial reports.”

ASIC’s inspection revealed that impairment of assets accounted for the highest number of regulatory inquiries when looking at company accounts.

Lyft founders eye influential shares

The founders of internet taxi service Lyft are reportedly set to create a new super voting share.

John Zimmer and Logan Green, president and chief executive respectively, between them own a stake of a little less than 10% of the business.

However, The Wall Street Journal reports they are in the process of creating voting rights that would give them significant influence over the company.

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