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Corporate Governance On this page
* * * CalPERS Lists Corporate Governance Failings in FIve American CompaniesThe largest public pension fund in the U.S. is willing to work with these companies to encourage reformsThe California Public Employees’ Retirement System (CalPERS) listed five American companies on its 2008 Focus List to highlight the pension fund’s concerns about stock and financial underperformance, and corporate governance practices. To select Focus List companies, CalPERS begins by screening hundreds of public companies and ranks them based on total stock return, capital efficiency measures, and governance practices, according to the CalPERS website. CalPERS engages many of these underperformers to improve their governance practices, particularly in the area of director accountability. The following are a list of specific concerns CalPERS brings against each company and how the fund is working with the companies to effect change. Cheesecake Factory, California-based restaurant company CalPERS’ Concerns:
What the company agreed to do: Seek shareowner approval to declassify the board. Hilb Rogal & Hobbs, Virginia-based insurance-brokerage firm CalPERS’ Concerns:
CalPERS 2008 Shareowner Proposal: CalPERS seeks to remove the company’s classified or “staggered” board structure. CalPERS believes that annual elections for directors provide greater accountability to shareowners. Ivacare, Ohio-based health care equipment provider CalPERS’ Concerns:
What the company agreed to do: Remove certain supermajority voting requirements, nominate an independent chairperson or adopt independent lead director board structure with disclosed duty statement, disclose clawback policy and disclose annual equity dilution levels. La-Z-Boy, Michigan-based furniture company CalPERS’ Concerns:
What the company agreed to do: Remove supermajority voting requirements and adopt a majority vote standard for director elections. CalPERS 2008 Shareowner Proposal: CalPERS seeks to remove the company’s classified or “staggered” board structure. CalPERS believes that annual elections for directors provide greater accountability to shareowners. Standard Pacific, California-based homebuilding company CalPERS’ Concerns:
CalPERS 2008 Shareowner Proposal: CalPERS seeks to remove the company’s classified or “staggered” board structure. CalPERS believes that annual elections for directors provide greater accountability to shareowners. Posted 3/25/08
* * * UK Report Shows Female Representation Has Improved in FTSE 100The Cranfield International Center for Women has been tracking women leadership progression in the FTSE 100 companies since 1999. The 2007 Female FTSE Report shows significant improvements in female appointments. According to the report, 20 percent of new appointments went to women. In 2007, there were 30 female appointments, up from 23 appointments in 2006. The most significant progress was made in the number of female non-executive directors. In 2006, 13.7 percent of women filled non-executive director positions and in 2007, that number increased to 14.5 percent. There was little change in the number of female executive directors, 11 in 2007 which is down from 13 in 2006, but more companies had multiple women on their corporate boards. Sainsbury topped the list with the highest male-female board ratio. Females make up 30 percent of its corporate board. The retail sector was found to be the leader in female directorships, with 17 percent. Also, traditionally male-dominated industries have appointed more women overall to leadership positions. Anglo American has a female CEO and Shell has one executive and two non-executive directors who are females. This year has seen a significant increase in the number of female directors of non-European descent. However, there are still only eight women (8%), and all are non-executives. In addition to the FTSE 100, the Cranfield Center started tracking trends in the FTSE 250. Findings show that the FTSE 250 companies fall significantly behind the FTSE 100 in terms of female representation. The Cranfield International Center for Women Leaders, based in the UK, is committed to helping organizations to develop the next generation of leaders from the widest possible pool of talent. It focuses its research, management development and writing on gender diversity at the leadership level. Posted 11/14/07* * * Critical Mass on Corporate Boards: Why Three or More Women Enhance Governance As corporate Boards of Directors come under mounting scrutiny, their lack of female members is drawing increasing criticism. Many women's groups and governance experts argue that companies must hire more women directors not only in order to apply the same diversity ethics to their boardrooms that they hopefully do to their employees, but also because diverse boardrooms improve corporate governance and ethics. The Critical Mass project is the first research study to examine multiple perspectives on the impact of the number of women on corporate boards of directors. The executive summary of its report "Critical Mass on Corporate Boards: Why Three or More Women Enhance Governance" by Vicki W. Kramer of V. Kramer & Associates, Alison M. Konrad of the University of Western Ontario, and Sumru Erkut of the Wellesley Centers for Women, is reproduced below with permission from the Wellesley Centers for Women. "Critical Mass on Corporate Boards: Why Three or More Women Enhance Governance" EXECUTIVE SUMMARY Corporate governance reform has been a hot topic for a number of years. Congress, the Securities and Exchange Commission, the media, and large shareholders have been pressuring corporations to improve their governance. In the face of the public failure of companies such as Enron and WorldCom, some boards have been accused of being asleep or at least acquiescent, often focusing on short-term earnings and permitting runaway CEO compensation. While many companies are demanding more competent directors, the traditional pool of directors is no longer adequate to meet the need for independent, outside board members required by Sarbanes-Oxley and other reform guidelines – particularly since CEOs are limiting the number of boards on which they serve. Nominating committees and search firms are enlarging the scope of their search for qualified directors and dipping into new pools of candidates, including women. Yet some of the largest companies still have no women directors, and of those that do, only a small percentage have more than two women directors. The most recent Catalyst report (2005 Catalyst Census of Women Board Directors of the Fortune 500) indicated that women held only 14.7 percent of all Fortune 500 board seats. Among the Fortune 500 companies, 53 still had no women on their boards, 182 had one woman, 189 had two, and only 76 had three or more women directors. How Many Women Constitute a Critical Mass on a Corporate Board? Impact on Corporate Governance For the full report, please visit the Wellesley Center for Women's website. Posted 11/9/06 U.S. CEO Firings and Corporate Governance Silicon Valley Chiefs Quit in Options Scandal. The chief executives of McAfee, the antivirus software maker, and CNET, an online publisher, on Wednesday were the first chief executives of major companies to quit over the stock options compensation backdating scandal that is sweeping across Silicon Valley (FT, 10/12/06). An article in Business Week (10/12/06) discusses the resignations in light of a surge of CEO's losing their jobs: "The numbers are staggering. According to Liberum Research, at least 21 CEOs were fired outright in the first three quarters of 2006—one every 13 days on average—nearly double the 12 chief executives who walked the plank during the same period in 2005. Of the 21, at least six represent fallout from the backdating scandal. In addition to McAfee and CNET, the affected companies are Comverse Technology, Vitesse Semiconductor, and Monster.com.... Experts on governance and leadership say the reason so many corporate chieftains are meeting with ignominious ends is the changing nature of the board of directors. Boards are newly empowered to be more active in all manner of corporate affairs, at the same time that they're being held to a higher standard of accountability by shareholders than ever before. Since the Enron collapse in 2001, the governance revolution that swept through corporate boardrooms has resulted in boards willing to stand up to management, and reforms such as the Sarbanes-Oxley Act that create incentives for directors to do so. The result: a lot of itchy trigger fingers.... ...Boards are much less tolerant than they were, more independent of management, and more likely to act in event of a problem," says Charles M. Elson, a corporate governance expert at the University of Delaware. Evidence of the newfound independence is everywhere, he says, including recent executive departures at Boeing, RadioShack, and Hewlett-Packard. "I think the board has changed fundamentally. It's much more of a monitoring institution than it was." Posted 10/12/06
* * * The State of Corporate Governance in China: Overview and Trends As China's role in the global economy becomes more and more imporant, so too does its corporate governance structures, how they are regulated and where their weaknesses lie. In his paper, "The Trends of Transparency, Laws and Regulations on Chinese Corporate Governance," co-author Professor Chi Guotai of Dalian University provides an overview of the corporate governance system in China - laws and regulations, recent trends, and where reforms are needed. The paper is divided into three sections, the third (which is posted below) explains the factors influencing and reasoning behind China's governance structure, the effects state owned enterprises have on corporate governance, and the main problems with current system. To download the full paper, including endnotes and the first two sections which cover the general structure and development of Chinese corporate governance please follow this link. Trends in Chinese Corporate Governance Motivations for Changes in China-Based Corporate Governance The Effects of China State-Owned Enterprise Reform The state-owned enterprise (SOE)’s reform has been quite successful in terms of improvement in total factor productivity (TFP). According to many studies, the annual increase of TFP has been 2-4% since 1979, much higher than in the pre-reform period. However, the reform has not been successful, at least in terms of profitability of SOEs. It is widely reported (and most people believe) that one third of SOEs make explicit losses, another one third make implicit losses, while only one third are slightly profitable. Main Problems of Corporate Governance in China - The percent of negotiable securities is relatively low. As discussed above, the - The difference of company stock structure. Between the parent corporation and the - The regulation system is invalid. The board of directors and the general managers of the * * * Designing Stakeholder Boards in Developing Countries Why should the owners of a company allow others to take major corporate decisions? The stakeholder board concept asks stock holders to decrease their control over corporate decisions. Or so it seems. While the debate continues in the corporate governance literature, many companies are already experimenting with the stakeholder board. Stakeholder boards are Boards of Directors which include members who are not stockholders or company management. DPL Inc. -- a utility company based in Dayton, Ohio -- represents an example (which went wrong). According to the Corporate Library (a major Internet watchdog of corporate governance practices and abuses), “DPL...is currently mired in controversy – and significantly dominated by Kohlberg, Kravis, Roberts & Co. Since the controversy began, several local leadership directors, instead of appropriately representing the community’s interests...have mostly deserted the board, leaving the future of the firm almost solely in the hands of KKR interests. The resulting level of risk, to DPL’s shareholders as well as the community it serves, has only increased as a result.”(1) Yet, despite the controversy and uncertainty surrounding the use of stakeholder boards in developed countries, developing countries are being urged to adopt these types of boards. In China, for example, a number of state-owned enterprises have been encouraged to adopt stakeholder boards. Yet, a recent report notes that “these multi-stakeholder boards have not only been inactive, they lack a clear focus. The government needs to clarify whose interests these boards should represent.” (p. 8).(2) A main reason for these poor results has been lack of guidance. Either recommendations are Panglossian (arguing that stakeholder boards must or must not be adopted en masse) or clouded in technical jargon. Pierick et al. (2004) is representative of a wide range of papers which presents complicated models with easily more than ten variables which affect corporate responsibility. This policy brief reduces the complexity behind the issue of stakeholder boards and explores the trade-off between increased information flow to the company from external actors (such as suppliers, customers and regulators) and the weakened incentives to maximise shareholder profits (and thus decreased economic efficiency). This policy brief also tries to serve as a vade mecum -- using extensive footnotes to point the reader to future information. This brief is aimed at policymakers and business people and not particularly academics. Why Talk About Stakeholder Boards? Increased diversification in the Board room partly reflects the increased fuzziness of organisational boundaries in the last 15 to 20 years.(3) Pro-Natura is an international network of NGOs which seeks to work with business (unlike many NGOs which fear co-option). Once a company has chosen to engage in environmental activity (for whatever reason), it must decide whether to work with Pro-Natura or to work on its own. Clearly the decision to outsource represents an extension of the company (where labour and capital work for the company even though they “belong” to Pro-Natura). Pro-Natura also takes business like decisions in order to meet the objectives of its partner. Pro-Natura is a business-like NGO and an NGO-like business. Business in the Community represents an example of companies banding together to form an NGO. The aim of the collaboration is to promote NGO-like objectives (through work on CSR). Yet, businesses ultimately take decisions through their membership rights. Orinoco (the Oxford Scrapstore) is an Oxford based registered charity whose paint and tool recycling programmes make a profit and support its operations. In each of these cases, the answer to the question “who are we” clearly impacts board membership. While organisational fuzziness may (or may not) be a new phenomenon, non-profit interests have always been a part of business.(4) The Turkish bank VakifBank represents an example of an institution (established in Ottoman times) whose goal has always been charitable. VakifBank receives bequeaths and administers the resulting trusts to build schools and hospitals. The Indian company Tata is widely known in India for its work in the local community ever since its inception. Tata is a large economic entity, yet its influence in Indian society stems in part of its involvement in social projects. In both cases, Board members of been cognizant of stakeholder interests. A new type of industrial cluster is starting to form around the world. Porter (1985) talked the interaction of local business in Italy which allowed the shoe industry to become highly profitable during the 1970s and 1980s.(5) Bresnahan and Gambardell (2004) talk about the interaction between business, government, and financiers in Silicon Valley to make computer companies operating there highly innovative and profitable during the 1980s and 1990s. By the late 1990s and early 2000s, new groups are forming based around the interaction between business and NGOs. Digital Bridge and Anchorage in Bangalore (India) are an example of a for-profit business which works with an NGO to obtain training and access to ideas from the donor community. Stakeholder Versus Shareholder Boards These examples cast new light on ideas from finance about the separation of ownership and control. Authors such as Hart (1995) and Freeman et al. (1990) discuss the tension between company management (who wants to see new ideas prosper) and financiers (who want a return on their money). Naturally, financiers worry about managers taking their money either directly or indirectly by shirking – and thus managers want a say in how their money was used.(6) The major insight of much finance literature though is that dividing ownership and control may provide everyone with incentives needed to maximise their wealth.(7) Giving some control to others besides the financiers may increase their incentives to make the company work well. The following attempts to summarise the main lessons from theory and practice.(8) Lower “Discount Rates.” Hall and Soskice. (2001) note that German bank finance may be better than American equity finance because it is “patient capital.” Anglo-American equity finance often provides deep financial markets. However, stock investors looking at quarterly returns may dispose of assets which would be valuable in the long-term. Rhenish bank-centred finance may provide an alternative because investors are more patient. These investors are said to have low “discount rates” – they do not heavily discount (or disparage) the future. Other stakeholders (such as workers or even local communities) offer services to the firm which is not finance, but just as valuable. Unions offering wage concessions is a common example. Indian Biscuit (not the real company’s name) offers another example. India Biscuit is a small enterprise with only 40 workers located in a tiny village in Karnataka. In 2002, India Biscuit’s factory caught on fire. The local village rushed to put out the fire. In economics language, the villagers sacrificed their short-term interest for their enlightened long-term self-interest interest in having a responsible company in their community. The logic behind lower discount rates underpins “relational contracting.” Many scholars are that East Asian (and especially Japanese firms) were so competitve in the second half of the 20th century because they took a stakeholder perspective. (9) Toyota for example, would maintain close relationships with suppliers and communicate constantly. Mazda – when it had financial difficulties in the 1980s – was given extensive support by its suppliers and other stakeholders so it could survive. Increased “informational capital.” The Board is a decision-making body, but it is also a deliberative body. Each member brings his or her own resources and informational networks to bear. Lorsch (1989) has argued that boards of directors often have insufficient information with which to perform their duties. Most commentators disparage “interlinking directorates” (or the same board members sitting on each other’s boards). While such a practice may be a type of collusion (and this remains to be proven), interlocking directorates are an effective way of information gathering. The same logic extends to other stakeholders. By bringing in different skill sets, this increases the skill-set available for use. So far, these boards have been located either in utilities and state—managed enterprises, or business minded NGOs. Making Net Organisational Capital. Stakeholder boards are not designed to promote political participation the company (though they serve that function as well). (10) Board members contribute to the profitability of the firm. Barton et al. (1989) evoke the idea of “net organisational capital.” The company in its daily work runs up a set of “chits” vis-a-vis its stakeholders. If it serves a customer well, it can expect future business. The expectation of future business almost acts as a type of “account receivable.” Similarly, a company which angers a supplier can expect future retaliation and should think of this action today as an “account payable.” More Money. In most of our executive training (especially in developing countries), business people ask how they profit from having the more socially responsible policies which a stakeholder board would pursue. Figure 2 shows some of these ways which made the business people sit up and take notice.
A Simple Model of Stakeholder Board Design Much of the literature talks about stakeholder boards in either glowing or disparaging terms. A more nuanced view of the decision to establish a stakeholder board would not view stakeholder boards as an all-or-nothing proposition. Much the synergy from having a collection of stakeholders comes from the extra revenue per customer from better products and lower costs paid to the factors of production. Each stakeholder makes a marginal contribution to that increase in profits. Of course each stakeholder adds or subtracts value depending on the individual’s own skill set and personal relationships. Yet, abstraction to explore general principles can be useful. The marginal productivity of each stakeholder representative on the board is shown in Figure 2. Adding one extra stakeholder increases enormously the synergy with the interests of financial interests and adds new perspectives. Dispersion is relatively low because the one stakeholder represents a minority. At the other end of the spectrum represents a full-stakeholder board with a number of varied interests. The optimal lies in the middle and depends on the relative distraction versus synergy extra members bring. (13) Figure 2: The Optimal Number of Stakeholder Representatives
All stakeholder board representatives are not the same – individual differences matter. Like all business decisions -- including human resource decisions used on employees – the a Board member should increase profits. Unlike democracies where representativeness should be strived for, a method of triage of board members should be put in place. (14) The problem with many previous attempts at making stakeholder boards is that designers tried to use democratic principles of representation and used an all all-or-nothing view of stakeholder boards. (15) Shareholders are leery of stakeholder boards because they believe that these stakeholders are unable to take sophisticated business decisions. The easiest solution is to give them a business education! Companies like Citigroup give management training in the local communities in which they work. Such expertise could be used in the Board room as well. The UK Institute of Directors offers many types of Board-level training programmes. Both options are not very expensive. Shareholders are also leery because they fear that inefficient stakeholder representatives will slow down decisions and militate for non-economic decision making. However, Board members should have performance criteria like any other company employee. Stakeholder board members are just as accountable to these criteria. These members can also be sacked or shuffled if they prove too disruptive. Recommendations for the Design of Stakeholder Boards Stakeholder boards in developing countries should not simply follow the practice of developed economies. Stakeholder boards may be even more important for developing countries. First, capital markets are much less developed. In classic economic theory, efficient capital markets will place resources where they are most useful. Without these markets, the “invisible hand” of the market must be replaced by the “visible hand” of the stakeholders themselves. Second, these countries have increased government participation and increased socialistic leanings in the design of the business system. Many advisors suggest removing these structures and allowing “free markets” to work. Instead, these structures must be used – important organisational capital lies within them. Institutions such as TOBB in Turkey help coordinate business policy and many developing countries have similar structures. A national co-ordinating body may help define the role of stakeholder boards in a particular country. Kar CSR (Hindi for Do CSR!) represents a forum for defining the role of stakeholder boards. Started by local NGO (Anchorage), this Karnataka-wide programme aims to train government, business, and NGOs. It hopes to co-ordinate CSR activity through the establishment of a Committee of Stakeholders. These stakeholders represent state and local government officials, media representatives, industry members, trade associations, and NGOs among others. They do not sit in companies. Instead, they sit together to advise on how members from their stakeholder group can sit together in companies. They also work together to define CSR priorities. A Secretariat supports their day-to-day work. How to Design a Stakeholder Board in Brief To design a stakeholder board, the company should define the importance of shareholder interests in its profits, decide on a number of stakeholder members, conduct triage based on particular individuals strengths and weaknesses, and be prepared to change board composition as particular stakeholders become more or less important. Bibliography -Argandoña, A. (1998). The Stakeholder Theory and the Common Good. Journal of Business Ethics 17(9-10). July: 1093-1102. Footnotes (1) Kohlberg, Kravis, Roberts & Co. (KKR) become famous for the 1988 leveraged buyout of RJR Nabisco – still the largest leveraged buy-out in history at a cost of nearly $25 billion. Other acquisitions have included Samsonite, Safeway,Texaco, Gillette, Playtex, Borden and Beatrice.
(3) Such fuzziness has always existed as Jones (1995) argues in the conceptual relations between company and society. However, the fuzziness we refer to is concrtely the organisational delimitation between NGOs, business and government.
(4) Argandoña (1998) tries to establish an ethical foundation for stakeholder boards from the concept of promoting the “common good.” This section should make clear that resort to such concepts is unnecessary given the important gains deriving from “enlightened self-interest.” (5) We will not repeat this analysis other than to note that these areas had supply conditions which favored high quality products, competition which drove innovation, suppliers who were responsive to company needs and picky consumers of these products.
(7) Barton et al.‘s (1989) regression analysis supposedly shows that increased amounts of “net organisational capital” (given by a stakeholder approach) increases profitability and results in lower debt ratios.
(8) The following exposition focused mostly on positive features. Authors such as Key (1999) and Reed (1999) are critical of the entire notion of stakeholder involvement in corporate decisions. (9) Baker at al. (2002) offer a wonderful exposition of the issues around relational contracting.
(10) The Board room is actually a highly politicised place – for more see Freeman (1994). (11) Miller and Lewis (1991) make a strong case for using stakeholder concepts in marketing.
(12) According to Navigant Consulting, “flaws in the market rules can favor the stakeholders in the market over consumers or others less well represented by stakeholder Boards.... As a result, some jurisdictions which started with stakeholder Boards have moved towards independent Boards. In California, one of the first reactions to the crisis by FERC was to unseat the stakeholder Board.” Available at: http://www.nbmdc-ccmnb.ca/docs/IssuePaper-Systems_Operator.doc
(13) Depending on the relative dispersion or synergy, a “corner solution” may exist such that it is optimal for none or all Board members to be stakeholders rather than shareholders. (15) Berman et al. (1999) rightly find that stakeholder representation increase profitability. However, the diversity of that representation does not, “community, diversity, and the natural environment--failed to exhibit statistically significant impacts on firm financial performance. This is particularly true for the measures relating to community relations and diversity” (501). (16) Such thinking still pervades thinking about stakeholder boards. Brenner and Cochran (1991) elaborate a very complicated method of assigning stakeholders “weights.”
* * * VW Corporate Governance: The Story Continues After months of speculation the Supervisory Board of Volkswagen unanimously agreed on May 2, 2006, to extend the contract of CEO Bernd Pischetsrieder to 2012. All 10 trade union delegates on the company’s supervisory board, led by the IG Metall trade union chief Jürgen Peter, who is also the Supervisory Board deputy chairman, agreed to the renewal. But according to an analysis on an international socialist website on May 9, 2006 many employees are unhappy that their union leaders should support an executive who plans far-reaching workforce cuts in order to return the company to substantial profitability. The CEO had announced plans to cut 20,000 jobs at Volkswagen’s six German plants in Wolfsburg, Hanover, Cassel, Braunschweig, Emden and Salzgitter, while simultaneously lengthening the workweek from 28.8 to 35 hours, without any corresponding wage increase. The unanimous support of the employee representatives on the Supervisory Board is only one questionable issue that lingers after months of speculation over the leadership of the company. Another issue that has come to the fore, in part stimulated by the VW development, relates to the length of new CEO contracts in Germany. Germany’s top government authority on corporate governance is set to consider whether to recommend that CEO contracts should be limited to three years, rather than the current standard of five years at a meeting next month. The Regierungskommission Deutscher Corporate Governance provides a standard governance code for German business as a general guideline. The organization does not have binding authority, but its recommendations are increasingly being adopted, according to its latest report. Further, VW remains in the headlines because its former human resources chief, Peter Hartz, could face a possible prison sentence for alleged embezzlement in a major corruption scandal. The challenge for Bernd Pischetsrieder, according to German press reports, is to assert his leadership, create sales momentum behind the company’s new models, restructure the German plants to reduce costs, and overcome months of bad press to strengthen VW’s general image and brand. * * * Will Independent Directors Produce Good Corporate Governance? By Peter J. Wallison That public companies should be governed by independent directors has become conventional wisdom. Yet, academic studies suggest that supermajorities of independent directors may have a negative effect on corporate performance, and experience with recent corporate scandals suggests that independent directors are not effective in preventing financial fraud. A close examination of the incentives of independent directors, and their access to information, may explain both phenomena, and raises questions about whether a supermajority of independent directors should be the “gold standard” of corporate governance. More of this essay at AEI * * * “Rewarding virtue – Effective Board Action and Corporate Responsibility.”
December 1, 2005 Key Recommendations of the report include that the Board of Directors should: • Set values and standards for the business According to the report’s lead author, Craig Mackenzie, head of investor responsibility at Insight Investment, “Corporate responsibility sets the terms of a mutually valuable contract between companies and society. But short-term pressures can lead companies to behave irresponsibly. The board has a decisive role to play in resisting these pressures – serving the public interest and safeguarding long-term shareholder value.” * * * REUTERS' Governance in the Board Room In an interview with the Financial Times (September 27, 2005) Niall Fitzgerald, former joint chairman of Unilever and now Chairman of Reuters, provided an in-depth view of the role of the Board of Directors with particular emphasis on non-executive independent directors. As Fitzgerald sees it, good governance requires Board members to devote very considerable time to a corporation’s affairs and to be well informed. It also requires a diversity of membership in the Board that fully reflects the range of experiences key to the company’s businesses. The Chairman rejected the suggestion that independent directors may lose their independent approaches if they are on a Board for a long time and noted that most of the members of the Reuters Board are quite new. He has established a secure website just for Board members to enable them to obtain highly detailed information on many aspects of the company. * * *
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