Examination of Witnesses (Questions 614
- 639)
TUESDAY 23 JANUARY 2001
MR ROGER
DAVIS, MR
RICK HELSBY
AND MR
IAN TRUMPER
Chairman
614. Can I welcome you to the Committee, very
wholeheartedly, this morning. I know that you have had to give
up some very important work to come here, but we do need you here
to tell us more about this subject of corruption. Mr Davis, first
of all, could you introduce your colleagues today to us, and then
I believe you would like to make a short statement?
(Mr Davis) I think I can do it all in one, Chairman.
615. Yes, indeed.
(Mr Davis) Can I just say that we are very pleased
to be here. I am sorry there was a little to'ing and fro'ing as
to whether we could be here. I was in the United States last week
and it is one of those wretched bits of communication that did
not work, and I am sorry it is on this occasion, but we are very
pleased indeed to be here. My introduction is going to be by way
of introducing the experience we have before you, so you can direct
your questions.
616. Thank you very much.
(Mr Davis) I am Roger Davis, a Senior Audit Partner
in PricewaterhouseCoopers, and I think you will know that we are
the largest auditing firm in the UK and probably in the world
as well. I am also Head of Professional Affairs; that rather elaborate
title means that I am responsible for working with Governments,
the regulatory community, to develop the framework within which
we, as accountants and auditors, operate. We are, as you probably
know, a pretty highly regulated profession. So that is my main
responsibility in the firm. I do bring many years' auditing experience
of multinational clients. It may interest the Committee to know
that I was Deputy Chairman of the Turnbull Committee in 1999.
The Turnbull Committee produced the official guidance for companies,
listed companies, that is, and most multinational companies are
listed, listed companies, on what they should do to maintain a
proper system of internal control, and all that was within the
established UK Code on Corporate Governance, written by Sir Ronald
Hampel and his Committee. So that is me. On my left I have Rick
Helsby. On my right I have Ian Trumper. Rick is a Partner, Ian
is a Director in what we call our Forensic Investigation Unit;
they have a wealth of experience, particularly overseas and in
some of the less developed countries, in actually investigating
for Governments and for businesses what has gone wrong, why it
has gone wrong, in the whole area of fraud and corruption. I think,
Chairman, that is all I want to say. That is the experience you
have in front of you, and we will be very happy to take whatever
questions you would like to throw at us.
617. Thank you very much. It is very important
experience, and we welcome the opportunity to question how we
deal with this question of corruption. We really want to ask,
first of all, if we could pinpoint what you see as the role of
the audit function and the broader accountancy function in stemming
the tide of corruption in all its forms? What we mean by this
is not just grand corruption, I want to ask you another question
about that, grand corruption, but also petty corruption and the
question of the tax treatment of petty corruption. Have you got
any responsibility, in your audit, for saying, "This is money
paid corruptly to other people"?
(Mr Davis) I am afraid, Chairman, what I think it
is necessary for me to do is just take one or two of your minutes
in setting the scene as to what an audit is, what an audit does,
is required to do, and then, within that context, to do my best
to explain what the responsibilities are in this particular area.
I hope that does not take up too much time, but please interrupt
me if it does. The auditor in this country, and that goes for
virtually every country in the world, the primary responsibility,
given to us in this country by the United Kingdom Companies Acts,
is to report to the shareholders that the accounts show a true
and fair view of the financial position of the company; that is
our prime, statutory duty. Within that, we have various other
responsibilities which are set by auditing standards convention,
and so on, and chief amongst those is to examine the system of
internal control of the company. There are a number of reasons
we have to do that. First, it is impossible to give an opinion
on a set of accounts without understanding the controls that a
company has. If you can imagine, any multinational company would
have many, many millions of transactions every year, you would
need a quarter of the population as auditors if we were to go
and check them all, you cannot check all the transactions, you
have to rely on the controls. So we have a very important role
in looking at the internal controls, to assess the adequacy of
them, so we know how far to delve down as a result of our audit.
Secondly, the Turnbull Committee I mentioned has actually indirectly
imposed a responsibility on auditors to report to the board of
directors of a company, on their internal controls, before they
make a public statement that they have reviewed the effectiveness
of their controls, which is what that guidance requires. So I
am sorry that is a long-winded way into your question. I will
now focus down on your question. Internal control, as defined
by the Turnbull Committee, this is the latest definition, is something
that covers the effectiveness and efficiency of operations, reputational
assurance and compliance with laws and regulations. The guidance
on internal control requires that every listed company, and we
are only talking about listed companies that all this applies
to, number one, the board must itself ensure there is an adequate
system of internal control covering those things; number two,
every year, when it produces its annual report, it must say that
it does have that system of internal control, and that it has
reviewed its effectiveness; and, number three, the auditors, as
I said, have to assure the board, before they make that statement,
they have gone through due process. I am sorry that has taken
up a little bit of time, but that is the background and the context.
Clearly, if we are, as auditors, to report that the system of
internal control is functioning correctly, which we do for the
purposes of the audit, we have to look at all the procedures the
company has, we have to test the procedures the company has, right
round the world, and those procedures will include the procedures
the company has designed to ensure, as I said, compliance with
laws and regulations. Shall I just pause at that point, because
I said it will go on a little bit, but it was important to set
the scene in that context.
618. Yes. Of course, this deals with the internal
organisation of the company, as you have just described, which
is important, of course, because fraud and bribery can take place
within the company. But what we are, I think, most concerned with
is the conduct of that company in relation to other companies
and other persons in the society in the country in which it is
working, and your answer is that you can only ensure that it is
in compliance with the laws of that country.
(Mr Davis) Indeed.
619. So if the laws of that country forbid bribery,
for example, and they are bribing officials in the Government,
or in other large companies, is it your responsibility to identify
that and report it?
(Mr Davis) It is our responsibility, in the first
place, to report it to the management of the parent company in
this country. Invariably, not in every case but invariably, the
board of the company will have policies on these matters and it
will want assurance from the auditors that those policies have
been complied with; they will be consistent policies throughout
the group. There will be an X-plc way of doing things, if you
like, in that, and the board will want our assurance that the
X-plc way of doing things has been complied with. We have also
professional standards, both national professional standards and
international professional standards, external standards and not
PricewaterhouseCoopers standards, which tell us what to do if
we find a breach of a law or regulation, and the kind of thing
that your Committee is discussing is clearly a breach of a law
or regulation. Those standards, as they are presently written,
and those are what we have to comply with, require us in the first
instance to require the board to report that breach to the relevant
authorities; they require the board to report the breach to the
relevant authorities, not the auditors. Those standards at the
moment explicitly say, because of reasons of client confidentiality,
it is for the board and not the auditors. There are exceptions,
like money laundering, and so forth, but that is the generality.
If the board declines to report those breaches to the authorities
then the standards require us to consider our position and take
legal advice. Now, as a generality, if we are dealing with a company
which is not prepared, as a generality, the term corporate governance
has been mentioned quite a lot this morning, if we are dealing
with a board which is not prepared to go by the normal rules of
behaviour, ignores the request that we are making, ignores the
recommendations we are making, we will part company with that
company.
620. You will simply end your audit contract?
(Mr Davis) It sounds like marketing is not meant to
be, ours is a very reputable name and companies seek our name;
companies seek our name sometimes for the wrong reason. We have
very, very strict procedures through which we go before we will
accept our clients so our name is not used for the wrong reason.
So, in our business, this situation does not often arise.
621. From what you have just said, you do not
actually have any responsibility to refer these matters to the
police, except in the case of money laundering, I think you told
me?
(Mr Davis) Money laundering in the UK, there are very
strict rules. I believe the rules at the moment are that, for
money laundering in relation to drugs or in relation to terrorism,
we have a statutory duty to report those matters, and we report
suspicions, to the police direct, but that is the only exception.
622. It seems to me though, if you end your
contract of auditing when you find these practices and you cannot
get the right reaction from the board, you simply withdraw, obviously
because you want to preserve your own reputation in these matters.
But would it not be better if you actually issued a report, either
continue the audit and, in fact, qualify the audit, or, alternatively,
make a statement to an authority that you are ending this contract
because of the practices that you have found which are unacceptable?
(Mr Davis) Frequently, when I say frequently, this
does not actually happen very often but when it does happen we
often do go through and complete our report and qualify the report,
it will be probably quite a long report, qualified on lack of
internal controls, the lack of willingness of the board to put
the controls in, and so forth. We also have an obligation, under
the UK Companies Act, if we resign as auditors, to put a statement
on the file at Companies House, a public statement, setting out
any reasons that creditors or shareholders ought to know, in connection
with our resignation. And obviously we have to take legal advice
on those statements, sometimes we have not completed our audit
so we have not actually proved anything, but those statements
will often say that there has been a breakdown in the mutual trust
between an auditor and the board, and that kind of thing. Those
who understand it will see some very severe warning signs in that
kind of statement.
623. For the interests of transparency and so
that the legal mechanism can be brought into action when we find
fraud and bribery and money laundering, would it not be better
if the law of this country required you to declare this?
(Mr Davis) Money laundering, I have sort of dealt
with, to declare that we have evidence of corruption. George Staple
made a suggestion that perhaps the chief executive should be required,
in an annual report, or the chairman in the annual report, to
make a statement of, I cannot remember precisely what he said,
but of the company's policies in relation to illegal acts of this
kind, and the auditors should report on it. I do not think this
is the specific answer to your question, but I wonder if we could
come to it in sort of that direction. The first thing I would
say about George Staple's suggestion is that I believe that we,
as a profession, are edging up on it, it may not be going quite
as fast as Mr Staple would like, we are edging up on it in a number
of ways. I have mentioned the Turnbull Report. Every listed company
in the land, for the first time, just about now, because it applied
for the calendar year, the calendar year 2000, will have to report
that it does have a system of internal controls in line with our
guidance, and the auditors have to report on it. We are edging
up on it, because I think somebody also mentioned the Company
Law Review, I am also involved in that; the Company Law Review
recommendations are being produced by an independent steering
group, but they are suggesting much more social-type accountability
by companies, and an audit role in that. So that is another way
we are edging up on it. We are also edging up on it, my own firm
is promoting, with companies, much extended reporting, both in
terms of what is of value to shareholders but also to other stakeholders,
on corporate responsibility. So everything is moving in the right
direction; it might not be moving fast enough. Against that background,
to come to your specific question, should the law require us to
report specific items of corruption, I do not think I have any
great difficulty, in principle, with that. I have two difficulties,
in practice; one, will it be possible to sort of craft a law.
We would have to act very, very carefully, as you would imagine,
Chairman, on that, we only have qualified privilege; how far it
would be possible to craft a law which adequately defined what
we needed to report on. That is the first difficulty; these are
very practical difficulties. And, secondly, I would not want to
raise the expectation too high that somehow auditors can uncover
all corruption, sometimes it is very, very difficult, even after
the event it is sometimes difficult to prove that there was corruption,
so I would not want to raise the barrier too high in the first
place. But I think it is certainly something that can be looked
at, yes.
624. You see, BP has given us evidence that
it does, in fact, permit, under its code of practice, within its
companies, what it calls facilitation payments, which is, if you
heard the evidence led this morning by Mr Raphael, he said that
the facilitation payment, which is another word for bribery, is
no different if it is a small amount than if it is a very large
amount. And, therefore, BP is permitting bribery, in its work,
in some countries, because it is the culture, they tell us, it
is the way business is done, those arguments. And they get their
accounts audited and they are not qualified. Equally, also, I
understand, in some instances, those facilitation payments are
actually claimed against UK taxation. Now, obviously, if BP tell
us that, that that is what they are doing, and they have a British
auditor, then that is something which is general practice, is
it?
(Mr Davis) The auditor in the UK does not have a duty
at the moment, or indeed a right, under professional standards,
to report, external to the company, anything that might be categorised
as bribery, facilitation, whatever term you like to put on it,
we simply do not have that right or the duty under professional
standards and the law as it stands. We would certainly see it
as our duty to tell the board. A number of people have mentioned
the importance of corporate governance this morning, I would absolutely
endorse that. If you have the right kind of board, good, independent
directors with the gravitas necessary, and you put these things
to them, that sort of gets dealt with, or at least there is a
mature discussion in that boardroom of what is acceptable in that
company or not. But at the moment that is as far as the duty goes.
Chairman: That is the position; yes.
Thank you. Mr Jones is going to continue the questioning.
Mr Jones
625. You have almost answered this, but I was
going to ask how easy it is to spot corrupt payments, because
we had David Phillips, from the Crown Agents, tell us that he
did not expect that anybody had a line in their accounts saying
facilitation payments or bribes, but they might have something
called petty disbursements. How is it possible to spot these?
(Mr Davis) I am going to ask one of my colleagues,
in fact, to speak, because they have more direct experience of
this.
(Mr Helsby) The short answer is, of course, extremely
difficult. Most of the cases my team tend to deal with are those
cases where it has come to the company's attention there has been
some sort of economic irregularity or other, and they come to
us and ask us to investigate thoroughly, that has victims and
people who want to address their shareholder and stakeholder concerns;
so we are dealing with the people who have got good corporate
governance procedures in place and have come across instances
where they are concerned about an irregularity. But in terms of,
I think, the small-scale payments, which the Chairman has been
referring to and which, in fact, you are referring to, it will
be extremely difficult to find them in accounts, because by their
very nature they are meant to be hidden; when they do come to
companies' attention then very frequently they address these with
us and we start investigating the full scale of them.
626. So are you saying that you need somebody
else to trigger you to say that there might be something?
(Mr Helsby) Sure. So far as the work which I do and
my colleagues do in the forensic investigations practice, which
is nothing to do with our audit practice, of course, then where
our colleagues from the audit practice, or the clients direct,
come to us, having got issues around economic crime, fraud, or
what have you, then they come to us and then they have usually
got some evidence to come to us with, and we then work on that
evidence. There may be a number of other instances, any number
of other instances, where they have not got that evidence and
which do not come to us. So, in answer to your question, it is
very difficult, the cases we find are those where the corporates,
or the NGOs, or what have you, have discovered the financial irregularity,
and we spend time trying to quantify that, in order that stakeholder,
shareholder concerns can be properly addressed and matters put
right for the future, and, indeed, hopefully, the prosecution
authorities instructed as well.
627. But you do not turn a blind eye, if there
is something in the accounts that looks a bit fishy, you actually
try to get an answer as to why it looks fishy?
(Mr Helsby) That is our job, yes. When addressed with
these things, that is our job, to understand exactly what was
the background to that transaction.
Mr Colman
628. If I may press you a little bit further.
You seem to be inferring what happens in terms of the internal
audit has nothing to do with you, that you are only involved,
if you like, in terms of the formal auditing of the books. We
heard, when we took evidence from Unilever and from BP, and I
think Balfour Beatty did the same, that they had a high level
committee of the board which would look at these issues of corruption,
of codes of practice, how these were followed through. Would PricewaterhouseCoopers,
or any of the other major audit companies see themselves as, if
you like, ex officio members of such internal committee
arrangements, knowing what was going on, to ensure that the internal
audit operation, where you would perhaps be able to look at how
this line, petty disbursements, what was acceptable, was not acceptable;
we have heard that, our evidence is, it is not acceptable, it
is all bribery? Are you involved in these codes of practice, in
the monitoring of them, in major multinationals, and being able
to, in that way, if you like, supervise the internal audit as
well as, in a sense, the external audit?
(Mr Davis) The first point I would like to make is
that the external audit and the internal audit operate very closely
together, they may have different functions, we operate very closely—
629. Perhaps I will call it the management audit,
which goes on month by month?
(Mr Davis) We will operate very closely together;
the companies like us to do it, it saves them money, and it is
much more efficient. So there is no question that somehow we are
doing separate things, that would be rather silly. Internal audit
and external audit tend to come together first at the beginning
of the year when the audit plan for the following year is being
set out. Usually, that will be under the auspices of an audit
committee, but there may well be, as you say, another committee,
an ethics committee, or whatever, and there are more of those
actually that are now developing where we come together as well.
And there will be a mutual discussion of plans, with the audit
committee of independent directors, of how far external audit
scope was going this year, how far internal audit scope was going
this year, an assessment by both internal audit and external audit
of where they saw the risks around the world, an assessment by
management, who are likely to be at the same meeting, of where
they see the risk. So there is a good brainstorm before the plans
are actually hatched for the following year's audit. So, yes,
it does come together very much now. We would also discuss, we
are quite often asked, as a firm, although we have to be careful
with our independence, we have to be careful that we do not operate
as part of management, we are very frequently asked by boards
these days, "We've got our code of ethics; how does that
compare with what you would regard as best practice, do you think
we should have something like this in the code of ethics?".
The most frequent question an auditor gets from the board is,
"What do your other clients do?", for all the good reasons,
they want to learn from the experience.
630. But do you advise, where you have that
formal arrangement, that this sort of area of facilitation payments,
or bribes, is not acceptable, and that you wish to unpack, if
you like, this line which says petty disbursement and that this
is not acceptable, and would you perhaps be able to tell us to
which particular companies you have given such advice?
(Mr Davis) We do not think it is our role, as auditors,
to pass what I might call moral judgements on what is acceptable
or not; what we will do is, if somebody says, "What do other
clients do in this area?" we will tell them. To pick up a
point I think the Chairman made, we will never ever turn a blind
eye to anything that we see; so we will insist that there is a
code of practice, we will want to know that that has been rigorously
looked at by the whole board. Of course, as auditors, our starting-point
is that you do not want to be involved in anything of this kind,
that is the natural thing, in fact, but we would not see it as
our job, as auditors, to insist that a client had a sort of zero
tolerance, that is not condoning it, it is not our job, that is
a judgement of the management of the company.
Chairman: Now, Ann Clwyd, can you lead
us on corporate transparency.
Ann Clwyd
631. Mr Davis, if one of the firms that you
audit was accused of corruption in another country and the matter
was before the courts, is this not a matter that ought to be reported
to the shareholders in the annual report?
(Mr Davis) If it was in the courts, it quite probably
would be, for the very simple reason that there may be a major
cost to that company coming up in whatever penalties are imposed,
and that is financial information of great importance to the shareholders.
So any legal action which is being taken against a company would
be looked at extremely closely by the auditor for the effects
that is likely to have on the financial position of the company.
632. Have you any examples, where you have actually
prevailed on a company that did not want to reveal information
of that kind to reveal it subsequently, against their will?
(Mr Davis) I cannot immediately call to mind any examples
in the area directly of corruption, in the terms the Committee
would think of it. I can think of many examples where companies
are being sued for questionable business practice, making a cartel,
or something like that, where obviously there is a natural reluctance
to disclose it, because companies would say that you disclose
your hand in your negotiating position, I am sorry, it is simple,
we put our foot down and say that has to be disclosed.
633. What I am after, I think, is a definition
of transparency, because witnesses have said, in evidence to us,
that there is a need for greater corporate transparency, and I
wondered if there were international accounting standards, and,
if so, are they widely applied, or does local practice, regulation
and expectation often take precedence over the international accounting
standard?
(Mr Davis) Ms Clwyd, an enormous amount of effort
is now going into international accounting standards; it was actually
stimulated by the profession, several years ago. We thought it
was essential that, as I say, finance is the language of business,
it must be an international language. There is an immense amount
of effort going into international accounting standards, with
a view to, just as you say, more transparency. Now the starting-point
in that is not so much transparency in terms of, if you like,
the business mores, it is transparency in what the basic
finances are. I think it is well known, quite a lot of people
say, that the Asian crisis was stimulated, or helped along, because
there was not transparency in the published financial accounts
for a number of Asian countries. I think there may be an element
of truth in that. You have to realise that in many Asian countries
there has not been the same kind of need for transparency, this
sounds odd, but many Asian economies are effectively controlled
by large families, the large families did not need the transparent
information that a very liquid capital market, like London and
New York, did, where the ownership and the management of the companies
is completely separated. So the first bit of work that is going
on, and it is very, very active now, is to bring the whole of
the world up to the standards of Anglo-American transparency,
just in basic accounting; if that is the profit, that is a profit
under a set of internationally established rules. There is also
a lot of work going into international auditing standards, because
there is no point in having one standard for accounting unless
the auditors are working to one standard; so that is happening
as well. Where the work, I would say, it is born but it is still
in its infancy, is on the kinds of areas we have been talking
about, what is actually disclosable in terms of an exceptional,
unusual, business transaction; and the work has started but it
is not nearly as advanced as getting the basic accounts right
in the first place.
634. So the answer really is that there are
not any international accounting standards; you are attempting
to obtain them, but at the moment they apply in some parts of
the world and not in others?
(Mr Davis) What I would like to see, and I think the
UK actually has a leadership position in this, in terms of expanding
the scope of corporate reporting, as I said, I think, to the Chairman
earlier, what I would like to see is us moving in steps. The present
position is not satisfactory, the present accounting is not satisfactory,
the present accounting looks back, it just looks at the historical
transactions, they do not give you an idea of the value of the
company to the shareholders, or to the other stakeholders in the
company. What I would like to see, what my firm would like to
see, what we are encouraging, and I think this is the way we are
moving, is a progressive and quite rapid move to much wider corporate
reporting, in a much more structured way than it is at the moment,
and audit it, so that companies' policies, this is, first of all,
that you get a clearer feel of companies' strategies then you
get a clearer feel of their policies, including their social policies,
and so forth. But you have got to go through that stage first,
I think, and when you have gone through that stage you can look
at, well, how do deviations from those policies get reported.
635. Can I just ask you, because you operate,
I think, in Eastern Europe, do you not?
(Mr Davis) Yes, we do.
636. In many Eastern European countries, for
instance, in the former Soviet Union, where corruption is a problem,
and a growing problem; now if you are actually operating as auditors
in that environment, where there are different expectations, how
do you work?
(Mr Davis) With some difficulty. It is my firm's policy
that if we are going to put my firm's name on a set of accounts
then, as far as possible, those accounts have to be up to the
best international standards. Now I qualify with "as far
as possible", and this is a big problem for us, for this
reason, and I am not talking about the Soviet Union at the moment,
but I can think of a number of other countries where the local
regulatory authorities, whether it is government or some kind
of securities regulator, simply will not allow us to produce accounts
that come to the acceptable standards.
Mr Worthington
637. Can you say where they are?
(Mr Davis) I can identify, there is a lot in Asia.
I think, if I were to name countries, I would want to check exactly
where we are at the moment, because we are in negotiations with
quite a lot of these countries at the moment, and I think to mention
a country I would probably find that it is one where we have now
settled the problem, but there are quite a lot who say, "Those
are the rules for accounting in this country." We have had
instances where the problem we have is that some of those countries
will say, "If you want to practise here, you will practise
according to the rules of the country." Now we are pushing
back at that all the time, in fact, and I think we are being quite
successful. People do say, "Well, we're an accounting firm;
why aren't we solving it?"; it is quite difficult to solve
it on your own. What we do need is the support of the international
securities regulators, we need pressure from people like the World
Bank, IOSCO, the International Organisation for Securities Regulators,
and so forth. So, initially, that is why the accounting firms
now, and I do not want to go off at too much of a tangent, we
have developed something called the International Forum on Accounting
Development, this was an initiative of the big five accounting
firms, it has regulators, it has stock exchanges on it, that is
a forum we have developed to bring much more pressure on those
countries that will not fall into line, and it is starting to
work.
Chairman: I think we should go on now,
to operating in corrupt environments.
Mr Worthington
638. It is directly following on from what Mr
Davis was saying. I am puzzled about this. You are saying that
there are countries where you are not allowed to operate to decent
accountancy standards, that the regulating bodies do not exist,
but you have not withdrawn from any country, as far as I understand
it?
(Mr Davis) It is an option that really is not available
to us. I will make two points on that, I think. First, what is
in the public interest, that we stay in there and try to get the
thing changed, or just come out? Secondly, our multinational clients,
if they are investing there, they need us there. Now if we come
out they have to come out, and what is that actually doing for
the economy of the country. So it is not an easy call.
(Mr Helsby) Can I make an observation on this one,
which may be helpful to you, and I think actually it supports
very much what Roger Davis has been saying. One of the clients
I am acting for at the moment is in an African country and he
has suffered a fraud, and I can tell you more about those circumstances.
But, so far as it relates directly to what Roger Davis is saying,
I did ask that client, "Why on earth is a multinational,
with billions of pounds of turnover, in this corrupt environment?",
what were they doing there, because they had suffered a relatively
small fraud, about a quarter of a million dollars, on a company
with a turnover of about $1.5 million, tiny in comparison with
a multi-billion-dollar turnover of this company, "Why are
you there?". And he said, "We are there because our
clients are there, and our clients need our services; where we're
delivering what they need, we have to be here to do it."
And I think that is probably entirely relevant to PricewaterhouseCoopers'
position in some of these developing countries.
Ann Clwyd
639. But then you are saying that, on occasions,
you have to turn a blind eye; you may say it is in the best interests
of the country, you may say it is in the best interests of your
clients, you may say you want to change the climate?
(Mr Helsby) I do not think I was saying that.
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