24 Nov

Corporate Governance Statement

1 ARTRYA LIMITED ABN 53 624 005 741 (Company) CORPORATE GOVERNANCE STATEMENT This Corporate Governance Statement is current as of 1 4 October 2021 and has been approved by the Board of the Company on that date. This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governanc e Principles and Recommendations – 4 th Edition ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not be en followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period . Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does n ot consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is o f the strong view that at this stage the experience and skill set of the current Board is su fficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees. RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION Principle 1: Lay solid foundations for management and oversight Recommendation 1.1 (a) A listed entity should have and disclose a board charter which sets out the respective roles and responsibilities of the Board, the Chair and management , and includes a description of those matters expressly reserved to the Board and those delegated to management. YES The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board , the Chair and management and in cludes a description of those matters expressly reserved to the Board and those delegated to management . The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and responsibilities of t he Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review and det ails of the Board’s disclosure policy. A copy of the Company’s Board Charter , which is part of the Company’s Corporate Governance Plan, is available on the Company’s website. 2 RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a Director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to el ect or re - elect a Director. YES (a) The Company has guidelines for the appointment and selection of the Board and senior executives . The Company’s Remuneration and Nomination Committee Charter ( requires the Remuneration and Nomination Committee (or, in its ab sence, the Board) to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a Director. In the event of an unsatisfactory check, a Director is require d to submit their resignation. (b) Under the Remuneration and Nomination Committee Charter, a ll material information re levant to a decision on whether or not to elect or re - elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re - elect a Director. Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment. YES The Company’s Remuneration and Nomination Committee Charter requires the Remuneration and Nomination Committee (or, in its absence, the Board) to en sure th at each Director and senior executive is personally a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment. The Company has written agreements in place with each of its Directors and senior executives . Recommendation 1.4 The C ompany S ecretary of a listed entity should be accountable directly to the Board, through the Chair , on all matters to do with the proper functioning of the Board. YES The Board Ch arter outlines the roles, responsibili ties and accountability of the Company Secretary. In accordance with this, t he Company Secretary is accountable directly to the Board, through the Chair , on all matters to do with the proper functioning of the Board. Recommendation 1.5 A listed entity should: (a) h ave and disclose a diversity policy ; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the PARTIALLY (a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish , achieve and measure diversity objectives , including in respect of gender diversity . The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website. 3 RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION composition of its board, senior executives and workforce generally ; and (c) disclose in relation to each reporting period: (i) the measurable objectives set for that period to achiev e gender diversity; (ii) the entity’s progress towards achieving those objectives ; and (iii) either: (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” und er the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objectiv e for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. (i) the respec tive proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes) for the past financial year is disclosed (b) The Board has not yet set measurable gender diversity objectives regarding the proportion of women to be employed within the Company or implemented requirements for a proportion of women for senior executive and Board positions. The Board has considered the application of measu rable diversity objectives and determined that, given the small size of the Company and the Board, requiring specified objectives to be met, unduly limits the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing the best person for the job. The Board will consider the future implementation of gender - based diversity measurable objectives when more appropriate to the size and nature of the Company’s operations (c) The Company will disclose in relation to each reporting peri od the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes. Recommendation 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process durin g or in respect of that period. YES (a) The Company’s Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board , its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Remuneration and Nomination Committee Charter , which is available on the Company’s website. 4 RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION (b) The Board Charter require s the Company to disclos e whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the Board, in accordance with the above process at the completion of FY22. Recommendation 1.7 A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period ; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. YES (a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis . The Company’s Remuneration And Nomination Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) oth er than a non - executive Director. The applicable process es for th ese evaluations can be found in the Remuneration and Nomination Committee Charter , which is available on the Company’s website. (b) The Company has completed performance evaluations in respect of the senior executives (if any) for the past financial year in accordance with the applicable processes. Principle 2: Structure the Board to be effective and add value Recommendation 2.1 The Board of a listed entit y should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or YES (a) The Company’s Remuneration and Nomination Committee Charter provides for the creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent directors, a nd chaired by an independent director , who may be the Chair of the Board. 5 RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION (b) if it does not have a nomination committee, disclose that fact and the processes it empl oys to address Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. (b) The Company did not have a Nomination Committee for the past financial year as the Board did not consider the Company would benefit from its establishment. In accordance with the Com pany’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Remuenration and Nomination Committee under the Remuneration and Nomination Committee Charter, including the following processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively: (i) devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and (ii) all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules. Recommendation 2.2 A listed entity should have and disclose a Board skill s matrix setting out the mix of skills that the Board currently has or is looking to achieve in its membership. YES Under the Remuneration and Nomination Committee, the Remuneration and Nomination Committee (or, in its absen ce, the Board) is required to prepare a Board skills matrix setting out the mix of skills that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board skills matrix to ensure the appropriate mix o f skills to discharge its obligations effectively and to add value and to ensure the Board has the ability to deal with new and emerging business and governance issues. The Company has a Board skill matrix setting out the mix of skills and diversity that t he board currently has or is looking to achieve in its membership. The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to directors relevant skills and experience will be made available in the Comp any’s Annual Report and on the Company’s website . 6 RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION Recommendation 2.3 A listed entity should disclose: (a) the names of the Directors considered by the Board to be independent Directors; (b) if a Director has an interest, position or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation s ( 4th Edition), but the Board is of the opinion that it does not compromise the independence of the Director, the natu re of the interest, position or relationship in question and an explanation of why the Board is of that opinion; and (c) the length of service of each Director YES (a) The Board Charter considers Bernie Ridgeway is currently the only Director considered by the B oard to be independent. (b) N/A. (c) The Company’s Annual Report discloses the length of service of each director, as at the end of each financial year . Recommendation 2.4 A majority of the Board of a listed entity should be independent Directors. NO The Company’s Board Charter sets out that it is intended that the majority of the Board should be independent. The Board currently comprises a total of three directors . Only one director, Bernie Ridgeway is considered to be independent . The Directors intend after listing to consider appointments to the Board to ensure that there is a majority of independent Directors. Recommendation 2.5 The Chair of the Board of a list ed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity. YES The Chair of the Company is Bernie Ridgeway, who is an independent non - executive Director of the Company and is not the Managing Dir ector o f the Company. John Barrington is the Mana g ing Director of the Company and is responsible for the day to day management of the Company. Recommendation 2.6 A listed entity should have a program for inducting new Directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as Direc tor s effectively. YES In accordance with the Company’s Board Charter, t he Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitati ng inductions and professional development including receiving briefings on material developments in laws, regulations and accounting standards relevant to the Company . 7 RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION Principle 3: Instil a culture of acting lawfully, ethically and responsibly Recommendation 3.1 A listed entity should articulate and disclose its values. YES The key values of the Company that are set out in the Code of Conduct are as follows: (a) our actions must be governed by high standards of integrity and fairness; (b) our decisions must be made in accordance with the spirit and letter of applicable law; and (c) our business must be conducted honestly and ethically, with our best skills and judgment, a nd for the benefit of customers, employees, shareholders and the Company alike. The Code of Conduct is available on the Company’s website. All employees are given appropriate training on the Company’s values and senior executives will continually reference such values. Recommendation 3.2 A listed entity should: (a) have and disclose a code of conduct for its D irectors, senior executives and employees; and (b) ensure that the B oard or a committee of the B oard is informed of any material breaches of that code . YES (a) The Company’s Corporate Code of Conduct applies to the Company’s Directors, senior executives and employees. (b) The Company’s Corporate Code of Conduct is available on the Company’s website. Any material breaches of the Code of Conduct are reported to the B o ard or a committee of the Board. Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (a) ensure that the B oard or a committee of the B oard is informed of any material incidents reported under that policy. YES The Company ’s Speak Up Policy is available on the Company’s website. Any material breaches of the Speak Up Policy are to be reported to the Board . Recommendation 3.4 A listed entity should: (a) have and disclose an anti - bribery and corruption policy; and (b) ensure that the B oard or committee of the B oard is informed of any material breaches of that policy. YES The Company’s A nti - bribery and C orruption policy is available on the Company’s website. Any material breaches of the A nti - bribery and C orruption policy are to be reported to the Board . 8 RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION Principle 4 : Safeguard the integrity of corporate reports Recommendation 4.1 The Board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non - executive Directors and a majority of whom are independent Directors; and (ii) is chaired by an independent Director, who is not the Chair of the Board, and dis close: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the mem bers at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. YES (a) The Company does not have an Audit and Risk Committee as the Board did not consider the Company would benefit from its establishment at this time. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be car ried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to independently verify the integrity of the Company’s periodic reports which are not audited or reviewed by an external auditor, as well as the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner . (b) the Board devotes time at annual Board meetings to fulfilling the roles and responsibilities associated with safeguarding the integr ity of its corporate reporting and arrangements with external auditors . It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes both internal controls to deal with both the effectivene ss and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial and nonfinancial information. It is the Board’s responsibility for the establishment and mainten ance of a framework of internal control of th e Company Recommendation 4.2 The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that the financial recor ds of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. YES T he Company’s Audit and Risk Committee Charter requires the Managing Director and CFO (or, if none, th e person(s) fulfilling those functions) to review and provide to the Board a sign off on these terms. The Company will obtain a sign off on these terms for each of its financial statements when it is a listed entity. 9 RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION Recommendation 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. YES The Company will include in each of its (to the extent that the in formation contained in the following is not audited or reviewed by an external auditor): (a) annual reports or on its website, a description of the process it undertook to verify the integrity of the information in its annual directors’ report; (b) quarterly rep orts, or in its annual report or on its website, a description of the process it undertook to verify the integrity of the information in its quarterly reports; (c) periodic corporate reports (such as a sustainability report), or in its annual report or on it s website, a description of the process it undertook to verify the integrity of the information in these reports. Principle 5: Make timely and balanced disclosure Recommendation 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. YES The Company has a Market Disclosure P olicy which is available on the Company’s website. Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. YES Un der the Company’s Market Disclosure P olicy all members of the Board receive material market announcements promptly after they have b een made to ensure the Board has timely visibility over the information being disclosed to the market. Recommendation 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. YES The Company will lodge all presentation materials on the ASX Market Announcements platform prior to the presentation commencing and place such information on the Company’s website promptly following completion of the briefing . Principle 6: Respect the rights of security holders Recommendation 6.1 YES Information about the Company and its governance is available on the Company’s website , located at About Artrya > Investor Centre 10 RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION A listed entity should provide information about itself and its governance to investors via its website. > Corporate Governance Recommendation 6.2 A listed entity should have an investor relations program that facilitates effec tive two - way communication with investors. YES The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two - way communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website . Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. YES The Company encourages full pa rticipation of Shareholders at its annual general meeting (AGM) each year. Shareholders are encouraged to lodge proxies electronically. The Company’s external Auditor will attend the AGM and be available to answer Shareholder questions about the conduct of the audit, and the preparation and content of the Auditor’s report. The External Auditor will also be allowed a reasonable opportunity to answer written questions submitted by Shareholders to the auditor in accordance with the Corporations Act. Recommen dation 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. YES All resolutions at securityholder meetings will be decided by a poll rather than a show of hands . Recommendation 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. YES The Shareholder Communication Strategy provides that security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to t he Company’s website on which all information provided to the ASX is immediately posted. Shareholders queries should be referred to the Company Secretary at first instance. 11 RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION Principle 7: Recognise and manage risk Recommendation 7.1 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the member s of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework. YES (a) The Company does not presently have an Audit and Risk Committee as the Boa rd does not consider the Company would benefit from its establishment at this time. In accordance with the Company’s Board Charter, the Board will carry out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit an d Risk Committee Charter including the following process to oversee the entity’s risk management framework: (b) The Board will devote time at Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entit y’s risk management framework and associated internal compliance and control procedures . 12 RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION Recommendation 7.2 The Board or a committee of the Board should: (a) review the entity’s risk management framework at least annually to satisfy itsel f that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the B oard ; and (b) disclose in relation to each reporting period, whether such a review has taken place. YES (a) T he Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board . (b) The Company’s Board will complete a review of the Company’s risk management framework in annually. Recommendation 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control p rocesses. YES (a) The Audit and Risk Committee Charter provides for the Audit and Risk Committee (or in its absence the Board) to monitor and periodically review the need for an internal audit function, as well as assessing the performance and objectivity of any internal audit procedures that may be in place. There is currently no internal audit function. (b) The Company did not have an internal audit function for the past financial year. The Company does continue to review and assess its policies and procedures to ensure effective internal control processes and risk management controls as part of the annual audit. In the absence of an A udit and R isk C ommittee , the Board wi ll consider the engagement of an independent audit assurance provided to provide reports should it choose Recommendation 7.4 A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks. YES Th e Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence, the Board) to assist management to determine whether the Company has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risks . Where the Company does not have material exposure to environmental or social risks, it will report to the Board the basis for that determination to and where appropriate benchmark the Company’s environmental or social risk profile against its peers. The Co mpany will disclose this information in its Annual Report. 13 RECOMMENDATION S ( 4 TH EDITION) COMPLY EXPLANATION Principle 8: Remunerate fairly and responsibly Recommendation 8.1 The Board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times t he committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration f or Directors and senior executives and ensuring that such remuneration is appropriate and not excessive. YES (a) The Company’s Remuneration and Nomination Committee Charter provides for the creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent directors, and chaired by an independent di rector , who may be the Chair of the Board. (b) The Company has not established a Remuneration and Nomination Committee as the Board does not consider the Company would benefit from its establishment at this time. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Remuneration Committee under the Remuneration and Nomination Committee Charter including the following process to set the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: T he Board will devote time at the annual Board meeting to assess the level and composition of remuneration for directors and senior executiv es. Recommendation 8.2 A l isted entity should separately disclose its policies and practices regarding the remuneration of non - executive Directors and the remuneration of executive Directors and other senior executives . YES The Company’s annual report will disclose its policies and practices regarding the remuneration of directors and senior executives, which is disclosed in the remuneration report contained in the Company’s Annual Report. as well as being disclosed on the Co mpany’s website. Recommendation 8.3 A listed entity which has an equity - based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. YES (a) The Company has an Incentive Awards Plan which has been adopted during the past financial year. The Plan does not permit participants to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme. (b) A summary of the Incentive Awards Plan is set out at section 8.4(J) of the Company’s Prospectus.
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