Corporate And Regulatory

Code of Corporate Governance, 2003 (Pt. 1 of 2)

Status: In force


S.R.O. 68(I)/2003.  In exercise of the powers conferred under subsection (1) of section 60 of the Insurance Ordinance, 2000, read with clause (f) of subsection (1) of section 11 and section 12 of the Insurance Ordinance, 2000, the Securities and Exchange. Commission of Pakistan hereby directs that all the insurance companies, shall, with effect from March 01, 2003 follow the Code of Corporate Governance as under, namely:

SECTION  A

This part applies to listed insurance companies Responsibilities, Powers and Functions of Board of Directors

(i)            Every insurance company shall ensure that:

(a)          The Board of Directors adopt a vision/mission statement and overall corporate strategy for the insurance company and also formulate significant policies, having regard to the level of materiality, as may be determined by it;

Explanation:  Significant policies for this purpose may include

•             Level of administrative expenses;

•             Policy relating to appointment and payment to agents and;

•             Remuneration policy for the directors and the senior management. It shall also periodically review and adjust the remuneration policy in accordance with changes in the corporate strategies and the business environment.

Internal Control

(ii)           the Board of Directors must establish a system of sound internal control, which is effectively implemented at all levels within the insurance company;

Internal control system of an insurance company shall include the following aspects:

(a)          Checks and balances.  The insurance company shall institute policies and procedures such as requiring the separation of critical functions (e.g. risk management, under writing (subject to the relevant provisions of Insurance Ordinance, 2000), investment, claims handling, internal audit and compliance with statutory rules and regulations, cross checking of documents, dual control of assets and double signatures on certain documents, etc. to ensure checks and balances within the company).

(b)          Internal control shall also cover the following aspects:

(i)            Oversight of divisions of responsibilities between the Board and/or members of the Board and third party service providers;

(ii)           Oversight of custody or other arrangements put in place to safeguard the assets of the company and to review from time to time, if thought appropriate, the internal controls of such service providers;

(iii)          An annual oversight of compliance issues at each Board meeting.

(iv)         Where an insurance company with a head office in the Pakistan carries on business overseas the board must ensure that there are systems and controls in place to maintain a sound and verifiable system of reporting to its head office.

(v)          Establish signing authorities and bank mandates with regard to the assets of the company. These should be reviewed regularly.

(vi)         Prudential oversight in respect of insurance matters, including:

(a)          controls for underwriting risks;

(b)          Valuation of technical provisions;

(c)           Investment and liquidity management; and

(d)          Reinsurance, including the credit standing of reinsures.

(e)          Monitoring and ensuring the adequacy of its capital resources»and ability to demonstrate at all times compliance with the solvency margin requirement.

Annual reviews and compliance procedures

(iii)          At least annually:

(a)          The Board shall review the Strategic Objectives of the insurance company.      

(b)          The Board shall review and monitor key Operational Risks.

(c)           The insurance managers and the directors shall declare to the board all conflicts of interest.

Auditors and Actuaries not to hold shares

(iv)         All insurance companies shall ensure that the firm of external auditors or any partner in the firm of external auditors and his spouse and minor children do not at any time hold, purchase, sell or take any position in shares of the insurance company or any of its associated companies or undertakings:

Provided that where a firm or a partner or his spouse or minor child owns shares in an insurance company, being the audit client, prior to the appointment as auditors, such insurance company shall take measures to ensure that the auditors disclose the interest to the insurance company within 14 days of appointment and divest themselves of such interest not later than 90 days thereof:

Provided further that this clause is applicable mutatis mutandis to the actuary appointed under section 26 of the Insurance Ordinance, 2000.

Committees

(v)          Under Writing Committee.  The under writing committee formulates the under writing policy of the insurance company. It sets out the criteria for assessing various types of insurance risks and determines the premium policy of different insurance covers. It shall regularly review the under writing and premium policies of the insurance company with due regard to relevant factors such as its business portfolio and the market development.

(vi)         Claim Settlement Committee.  This committee devises the claims settling policy of the company. It oversees the claims position of the insurance company and ensures that adequate claims reserves are made. It shall pay particular attention to significant claims cases or events, which will give rise to a series of claims. The Claims Settlement Committee shall determine the circumstances under which the claims disputes shall be brought to its attention and decide how to deal with such claims disputes. It shall also oversee the implementation of the measures for combating fraudulent claims cases.

(vii)        Reinsurance Committee and CoInsurance.  This committee ensures that adequate reinsurance arrangements are made for the insurance companies businesses. It peruses the proposed reinsurances arrangements prior to their execution, reviews the arrangements from time to time and subject to the consent of the participating reinsures, makes appropriate adjustments to those arrangements in the light of the market development. It also assesses the effectiveness of the reinsurance programme for the future reference.

Each committee shall consist of at least three members including one director. The committee shall meet at least once in every quarter. The proceedings of the meetings shall be recorded and be kept at the company's head office. Each Committee of an insurance company shall appoint a secretary of the Committee. The secretary shall circulate minutes of meetings of the relevant Committee to all members, directors and the CFO within a fortnight.

External Auditors

(viii)       The appointment of external auditors shall, however, be subject to the provisions of section 48 of the Insurance Ordinance, 2000.

Actuary

(ix)         The Board of Directors must ensure that an appointed actuary must not be;

(a)          A person who is, or at any time during the preceding three years was a director, other officer or employee of the company.

(b)          A person who is a partner of, or in the employment of, a director, officer or employee of the company;

(c)           The spouse of the director of the company;

(d)          The person who is indebted to the company.

(e)           Compliance with the code of corporate Governance

(x)          All insurance companies shall publish and circulate a statement along with their annual reports to set out the status of their compliance with the best practices of corporate governance set out above.

(xi)         All insurance companies shall ensure that the statement of compliance with the best practices of corporate governance is reviewed and certified by statutory auditors, where such compliance can be objectively verified, before publication by insurance companies.

(xii)        Where the Securities and Exchange Commission of Pakistan is satisfied that it is not practicable to comply with any of the best practices of corporate governance in a particular case, the Commission may, for reason to be recorded, relax the same subject to such conditions as it may deem fit.

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN CODE OF CORPORATE GOVERNANCE

SECTION  B

This part applies to insurance companies other than listed insurance companies;

Board of Directors;

(i)            All insurance companies, in so far, as applicable, shall ensure effective representation of independent nonexecutive directors, including those representing minority interests (if applicable), on their Boards of Directors so that the Board as a group includes core competencies considered relevant in the context of each insurance company. For the purpose, insurance companies may take necessary steps such that:

(a)         the Board of Directors of each insurance company includes at least one independent director representing institutional equity interest of a banking company, Development Financial Institution, NonBanking Financial Institution.

Explanation: For the purpose of this clause, the expression independent director means a director who is not connected with the insurance company or its promoters or directors on the basis of family relationship and who does not have any other relationship, whether pecuniary or otherwise, with the insurance company, its associated companies, directors, executives or related parties. The test of independence principally emanates from the fact whether such person can be reasonably perceived as being able to exercise independent business judgmement without being subservient to any apparent form of interference.

Any person nominated as a director under sections 182 and 183 of the Companies Ordinance, 1984 shall not be taken to be an independent director for the abovesaid purposes.

The independent director representing an institutional investor shall be selected by such investor through a resolution of its Board of Directors and the policy with regard to selection of such person for election on the Board of Directors of the investee Company shall be disclosed in the Director's Report of the investor company.

(b)          executive directors, i.e. working or whole time directors are not more than 75% of the elected directors including the Chief Executive:

Provided that in special circumstances, this condition may be relaxed by the Securities and Exchange Commission of Pakistan.

The directors of the insurance companies shall, at the time of filing their consent to act as such, give a declaration in such consent that they are aware of their duties and powers under the relevant law(s) and the insurance company's Memorandum and Articles of Association (Annexure II).

(ii)           Qualification and Eligibility to Act as a Director

(iii)          No insurance company shall have as a director, a person who is serving as a director of ten or more listed companies.

(iv)         No person shall be elected or nominated as a director of a company if:

(a)          his name is not borne on the register of National Tax Payers except where such person is a nonresident; and

(b)          he has been convicted by a court of competent jurisdiction as a defaulter in payment of any loan to a banking company, a Development Financial Institution or a NonBanking Financial Institution or he, being a member of a stock exchange, has been declared as a defaulter by stock exchange.

Tenure of Office of Directors

(v)          The tenure of office of Directors shall be three years. Any casual vacancy in the Board of Directors of an insurance company shall be filled up by the directors within 30 days thereof.

Responsibilities, powers and functions of Board of Directors

(vi)         The directors of insurance companies shall exercise their powers and carry out their fiduciary duties with a sense of objective judgement and independence in the best interests of the insurance company.

(vii)        Every insurance company shall ensure that:

(a)          Statement of Ethics and Business Practices' is prepared and circulated annually by its Board of Directors to establish a standard of conduct for directors and employees, which Statement shall be signed by each director and employee in acknowledgment of his understanding and acceptance of the standard of conduct;

(b)          The Board of Directors adopt a vision/mission statement and overall corporate strategy for the insurance company and also formulate significant policies, having regard to the level of materiality, as may be determined by it;

Explanation:  Significant policies for this purpose may include:

•             risk management;

•             human resource management including preparation of a succession plan;

•             procurement of goods and services;

•             marketing;         

•             determination of terms of credit and discount to customers;

•             writeoff of bad/doubtful debts, advances and receivables;

•             acquisition/disposal of fixed assets;

•             investments;

•             borrowing of moneys and the amount in excess of which borrowings shall be sanctioned /ratified by a general meeting of shareholders;

•             donations, charities, contributions and other payments of a similar nature;

•             determination and delegation of financial powers;

•             transactions or contracts with associated companies and related parties;

•             health, safety and environment;

•             Level of administrative expenses;

•             Policy relating to appointment and payment to agents and;

•             Remuneration policy for the directors and the senior management. It shall also periodically review and adjust the remuneration policy in accordance with changes in the corporate strategies and the business environment.

A complete record of particulars of the abovementioned policies along with the dates on which they were approved or amended by the Board of Directors shall be maintained.

The Board of Directors shall define the level of materiality, keeping in view the specific circumstances of the insurance company and the recommendations of any technical or executive subcommittee of the Board that may be set up for the purpose;

(c)           The Board of Directors establishes a system of sound internal control, implemented at all levels within the insurance company;

(d)          The following powers are exercised by the Board of Directors on behalf of the insurance company and decisions on material transactions or significant matters are documented by a resolution passed at a meeting of the Board :

(i)            determination of the nature of loans and advances made by the insurance company and fixing a monetary limit thereof;

(ii)           writeoff of bad debts, advances and receivables inventories, other assets and determination of a reasonable provision for doubtful debts; and

(iii)          determination of the terms of and the circumstances in which a lawsuit may be compromised and a claim/right in favour of the company may be waived, released, extinguished or relinquished;

(e)          appointment, remuneration and terms and conditions of employment of the Chief Executive Officer (CEO) and other executive directors of the insurance company are determined and approved by the Board of Directors.

(viii)       The Chairman of an insurance company shall preferably be elected from among the nonexecutive directors of the insurance company. The Board of Directors shall clearly define the respective roles and responsibilities of the Chairman and Chief Executive, whether or not these offices are held by separate individuals or the same individual.

Internal Control

(ix)         the Board of Directors must establish a system of sound internal control, which is effectively implemented at all levels within the insurance company;

Internal control system of an insurance company shall include the following aspects:

(a)          Checks and balances.  The insurance company shall institute policies and procedures such as requiring the separation of critical functions e.g. risk management, under writing (subject to the relevant provisions of Insurance Ordinance, 2000), investment, claims handling, internal audit and compliance with statutory rules and regulations, cross checking of documents, dual control of assets and double signatures on certain documents, etc. to ensure checks and balances within the company.

(b)          Internal control shall also cover the following aspects:

(i)            Oversight of divisions of responsibilities between the Board and/or members of the Board and third party service providers;

(ii)           oversight of custody or other arrangements put in place to safeguard the assets of the company and to review from time to time, if thought appropriate, the internal controls of such service providers;

(iii)          an annual oversight of compliance issues at each Board meeting.

(iv)         Where an insurance company with a head office in the Pakistan carries on business overseas the board must ensure that there are systems and controls in place to maintain a sound and verifiable system of reporting to its head office.

(v)          establish signing authorities and bank mandates with regard to the assets of the company. These should be reviewed regularly.

(vi)         Prudential oversight in respect of insurance matters, including:

(a)          controls for underwriting risks;

(b)          Valuation of technical provisions;

(c)           Investment and liquidity management; and

(d)          Reinsurance, including the credit standing of reinsures.

(e)          Monitoring and ensuring the adequacy of its capital resources and ability to demonstrate at all times compliance with the solvency margin requirement.

Meetings of the Board

(x)          The Chairman of an insurance company, if present, shall preside over meetings of the Board of Directors.

(xi)         The Board of Directors of an insurance company shall meet at least once in every quarter of the financial year. Written notices (including agenda) of meetings shall be circulated not less than seven days before the meetings, except in the case of emergency meetings, where the notice period may be reduced or waived.

(xii)        The Chairman of an insurance company shall ensure that minutes of meetings of the Board of Directors are appropriately recorded. The minutes of meetings shall be circulated to directors and officers entitled to attend Board meetings not later than 30 days thereof, unless a shorter period is provided in the insurance company's Articles of Association.

In the event that a director of an insurance company is of the view that his dissenting note has not been satisfactorily recorded in the minutes of a meeting of the Board of Directors, he may refer the matter to the Company Secretary. The director may require the note to be appended to the minutes, failing which he may file an objection with the Securities and Exchange Commission of Pakistan in the form of a statement to that effect.

Significant issue to be placed for decision by Board of Directors

(xiii)       In order to strengthen and formalize corporate decisionmaking process, significant issues shall be placed for the information, consideration and decision of the Boards of Directors of insurance companies.

Significant issues for this purpose may include:

(a)          annual business plans, cash flow projections, forecasts and long term plans;

(b)          budgets including capital, manpower and overhead budgets, along with variance analyses;

(c)           quarterly operating results of the insurance company as a whole and in terms of its operating divisions or business segments;

(d)          internal audit reports, including cases of fraud or irregularities of a material nature;

(e)          management letter issued by the external auditors;

(f)           details of joint venture or collaboration agreements or agreements with distributors, agents, etc.;

(g)          promulgation or amendment of a law, rule or regulation, enforcement of an accounting standard and such other matters as may affect the insurance company;

(h)          status and implications of any lawsuit or proceedings of material nature, filed by or against the insurance company;

(i)            any show cause, demand or prosecution notice received from revenue or regulatory authorities, which may be material;

(j)           default in payment of principal and/or interest, including penalties on late payments and other dues, to a creditor, bank or financial institution or default in payment of public deposit;

(k)          failure to recover material amounts of loans, advances, and deposits made by the insurance company, including trade debts, intercorporate finances and agents balances;

(l)            Any adverse judgement or order made on the conduct of the insurance company or of another company that may bear negatively on the insurance company;

(m)         disputes with employees and their proposed solutions, any agreement with the employee association/union or Collective Bargaining Agent and any charter of demands on the insurance company; and

(n)          payment for goodwill, brand equity or intellectual property.

Orientation Courses

(xiv)       All insurance companies shall make appropriate arrangements to carry out orientation courses for their directors to acquaint them with their duties and responsibilities and enable them to manage the affairs of the insurance companies on behalf of shareholders (policyholders in the case of mutual insurance companies).

Chief Financial Officer (CFO) and Company Secretary

(xv)        Appointment and Approval.  The appointment, remuneration and terms and conditions of employment of the Chief Financial Officer (CFO), the Company Secretary and the head of internal audit of insurance companies shall be determined by the CEO with the approval of the Board of Directors.

The CFO or the Company Secretary of insurance companies shall not be removed except by the CEO with the approval of the Board of Directors.

Qualification of CFO and Company Secretary

(xvi)       No person shall be appointed as the CFO of an insurance company unless:

(a)          he is a member of a recognized body of professional accountants; or

(b)          he is a graduate from a recognized university or equivalent, having at least five years experience in handling financial or corporate affairs of an insurance company, a public company or a bank or a financial institution.

(xvii)      No person shall be appointed as the Company Secretary of an insurance company unless he is:

(a)          a member of a recognized body of professional accountants; or

(b)          a member of a recognized body of corporate/chartered secretaries; or

(c)           a lawyer; or

(d)          a graduate from a recognized university or equivalent, having at least five years experience of handling corporate affairs of an insurance company or a public company or corporation.

Requirement to attend board meetings

(xviii)      The CFO and the Company Secretary of an insurance company shall attend meetings of the Board of Directors:

Provided that unless elected as a director, the CFO or the Company Secretary shall not be deemed to be a director or entitled to cash a vote at meetings of the Board of Directors for the purpose of this clause. Provided further that the CFO and/or the Company Secretary shall not attend such part of a meeting of the Board of Directors, which involves consideration of an agenda item relating to the CFO, Company Secretary, CFO or any director.

Corporate and financial reporting framework

(xix)       The Directors' report to shareholders.  The directors of insurance companies shall include statements to the following effect in the Directors' Report, prepared under section 236 of the Companies Ordinance, 1984:

(a)          The financial statements, prepared by the management of the insurance company, present fairly its state of affairs, the result of its operations, cash flows and changes in equity.

(b)          Proper books of account of the insurance company have been maintained.

(c)           Appropriate accounting policies have been consistently applied in preparation of financial statements and accounting estimates are based on reasonable and prudent judgment.

(d)          International Accounting Standards, as applicable in Pakistan, have been followed in preparation of financial statements and any departure there from has been adequately disclosed.

(e)          The system of internal control is sound in design and has been effectively implemented and monitored.

(f)           There are no significant doubts upon the insurance company's ability to continue as a going concern.

(g)          There has been no material departure from the best practices of corporate governance.

The Directors' Reports of insurance companies shall also include the following, where necessary:

(h)          If the insurance company is not considered to be a going concern, the fact along with reasons shall be disclosed.

(i)            Significant deviations from last year in operating results of the insurance company shall be highlighted and reasons thereof shall be explained.

(j)           Key operating and financial data of last six years shall be summarized.

(k)          Where any statutory payment on account of taxes, duties, levies and charges is outstanding, the amount together with a brief description and reasons for the same shall be disclosed.

(l)            Significant plans and decisions, such as corporate restructuring, business expansion and discontinuance of operations, shall be outlined along with future prospects, risks and uncertainties surrounding the insurance company.

(m)         A statement as to the value of investments of provident, gratuity and pension funds, based on their respective audited accounts, shall be included.

(n)          The number of Board meetings held during the year and attendance by each director shall be disclosed.

(o)          The pattern of shareholding shall be reported to disclose the aggregate number of shares (along with name wise details where stated below) held by:

•             associated companies, undertakings and related parties (namewise details);

•             NIT and ICP (name wise details);

•             directors, CEO and their spouse and minor children (name wisedetails);

•             executives;

•             public sector companies and corporations;

•             banks, Development Finance Institutions, NonBanking Finance Institutions, insurance companies, modarabas and mutual funds; and

•             Shareholders holding ten percent or more voting interest in the insurance company (namewise details).

Frequency of Financial Reporting

(xx)        The quarterly unedited financial statements of insurance companies shall be published and circulated along with directors' review on the affairs of the insurance company for the quarter.

(xxi)       All insurance companies shall ensure that halfyearly financial statements are subjected to a limited scope review by the statutory auditors in such manner and according to such terms and conditions as may be determined by the Institute of Chartered Accountants of Pakistan and approved by the Securities and Exchange Commission of Pakistan.

(xxii)      All insurance companies shall ensure that the annual audited financial statements are circulated not later than four months from the close of the financial year.

Annual Reviews and Compliance Procedures

(xxiii)     At least annually:

(a)          the Board shall review the Strategic Objectives of the insurance company.

(b)          the Board shall review and monitor key Operational Risks.

(c)           the insurance managers and the directors shall declare to the board all conflicts of interest.

Responsibility for Financial Reporting and Corporate Compliance

(xxiv)     No insurance company shall circulate its financial statements unless the CEO and the CFO present the financial statements, duly endorsed under their respective signatures, for consideration and approval of the Board of Directors and the Board, after consideration and approval, authorize the signing of financial statements for issuance and circulation.

(xxv)      The Company Secretary of an insurance company shall furnish a Secretarial Compliance Certificate, in the prescribed form, as part of the annual return filed with the Insurance division of Securities and Exchange Commission of Pakistan to certify that the secretarial and corporate requirements of the Insurance Ordinance, 2000 and the Companies Ordinance, 1984 have been duly complied with (annexure III).

Auditors and Actuaries not to hold Shares

(xxvi)     All insurance companies shall ensure that the firm of external auditors or any partner in the firm of external auditors and his spouse and minor children do not at any time hold, purchase, sell or take any position in shares of the insurance company or any of its associated companies or undertakings:

Provided that where a firm or a partner or his spouse or minor child owns shares in an insurance company, being the audit client, prior to the appointment as auditors, such insurance company shall take measures to ensure that the auditors disclose the interest to the insurance company within 14 days of appointment and divest themselves of such interest not later than 90 days thereof.

Provided further that this clause is applicable mutatis mutandis to the actuary appointed under section 26 of the Insurance Ordinance, 2000.

Committees

(xxvii)    Under Writing Committee.  The under writing committee formulates the under writing policy of the insurance company. It sets out the criteria for assessing various types of insurance risks and determines the premium policy of different insurance covers. It shall regularly review the under writing and premium policies of the insurance company with due regard to relevant factors such as its business portfolio and the market development.

(xxviii) Claim Settlement Committee.  This committee devises the claims settling policy of the company. It oversees the claims position of the insurance company and ensures that adequate claims reserves are made. It shall pay particular attention to significant claims cases or events, which will give rise to a series of claims. The Claims Settlement Committee shall determine the circumstances under which the claims disputes shall be brought to its attention and decide how to deal with such claims disputes. It shall also oversee the implementation of the measures for combating fraudulent claims cases.

(xxix)     Reinsurance Committee & CoInsurance.  This committee ensures that adequate reinsurance arrangements are made for the insurance companies businesses. It peruses the proposed reinsurances arrangements prior to their execution, reviews the arrangements from time to time and subject to the consent of the participating reinsures, makes appropriate adjustments to those arrangements in the light of the market development. It also assesses the effectiveness of the reinsurance programme for the future reference.

Each committee shall consist of at least three members including one director. The committee shall meet at least once in every quarter. The proceedings of the meetings shall be recorded and be kept at the company's head office. Each Committee of an insurance company shall appoint a secretary of the Committee. The secretary shall circulate minutes of meetings of the relevant Committee to all members, directors and the CFO within a fortnight.

Audit Committee

(xxx) Composition.  The Board of Directors of every insurance company shall establish an Audit Committee, which shall comprise not less than three members, including the chairman. Majority of the members of the Committee shall be from amongst the nonexecutive directors of the insurance company and the chairman of the Audit Committee shall preferably be a nonexecutive director. The names of members of the Audit Committee shall be disclosed in each annual report of the insurance company.

(xxxi)     Frequency of Meetings.  The Audit Committee of an insurance company shall meet at least once every quarter of the financial year. These meetings shall be held prior to the approval of interim results of the insurance company by its Board of Directors and before and after completion of external audit. A meeting of the Audit Committee shall also be held, if requested by the external auditors or the head of internal audit.

(xxxii)    Attendance of Meetings.  The CFO, the head of internal audit and a representative of the external auditors shall attend meetings of the Audit Committee at which issues relating to accounts and audit are discussed:

Provided that at least once a year, the Audit Committee shall meet the external auditors without the CFO and the head of internal audit being present:

Provided further that at least once a year, the Audit Committee shall meet the head of internal audit and other members of the internal audit function without the CFO and the external auditors being present.

(xxxiii)Terms of Reference.  The Board of Directors of every insurance company shall determine the terms of reference of the Audit Committee. The Audit Committee shall, among other tailings, be responsible for recommending to the Board of Directors the appointment of external auditors by the insurance company's shareholders and shall consider any questions of resignation or removal of external auditors, audit fees and provision by external auditors of any service to the insurance company in addition to audit of its financial statements. In the absence of strong grounds to proceed otherwise, the Board of Directors shall act in accordance with the recommendations of the Audit Committee in all these matters.

The terms of reference of the Audit Committee shall also include the following:

(a)          determination of appropriate measures to safeguard the insurance company's assets;

(b)          review of preliminary announcements of results prior to publication;

(c)           review of quarterly, halfyearly and annual financial statements of the insurance company, prior to their approval by the Board of Directors, focusing on :

•             major judgmental areas;

•             significant adjustments resulting from the audit;

•             the goingconcern assumption;

•             any changes in accounting policies and practices;

•             compliance with applicable accounting standards; and

•             compliance with statutory and regulatory requirements.

 

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