AGM Minutes 2012



Minutes of the fifty-fifth Annual General Meeting of Consumers' Association

 Held on Wednesday 7 November 2012 at

 The King's Fund,

 11-13 Cavendish Square,

 London, WIG OAN

 starting at 12.00 noon

 Present

Professor Patrick Barwise (Chairman)

Tanya Heasman (Deputy Chairman)

Peter Vicary-Smith (Chief Executive)

Andrew Reading (Company Secretary)

and some 105 Ordinary Members of the Association





 1/55 MINUTES OF THE 54th ANNUAL GENERAL

<p style="background: #ffffff; border: none; padding: 0cm"> MEETING OF CONSUMERS' ASSOCIATION HELD ON 10 NOVEMBER 2011

<p style="background: #ffffff; border: none; padding: 0cm">The Chairman proposed:

<p style="background: #ffffff; border: none; padding: 0cm">THAT the Minutes of the Annual General Meeting held on 10 November 2011 be APPROVED.

<p align="justify" style="text-indent: 1.2cm; background: #ffffff; border: none; padding: 0cm">The Resolution was duly seconded and CARRIED, » 2312 votes in favour, 9 against and 66 abstentions.

<p style="background: #ffffff; border: none; padding: 0cm"> 2/55 CHAIRMAN'S STATEMENT

<p style="background: #ffffff; border: none; padding: 0cm">The Chairman said that 2011/12 had been another excellent year for Which? with growth in subscriptions, members and total revenue, at a time when almost every traditional publisher was struggling. The year had also seen some decisive steps towards developing the new businesses. The mortgage advice business in Bristol was now well established and in India, work continued to see whether 'Right Choice', a Which? type product, could be established. Following requests made at the 2011 AGM,

<p style="background: #ffffff; border: none; padding: 0cm">Vinayek Warke from 'Right Choice' was in attendance and looking forward to answering questions from members.

<p style="background: #ffffff; border: none; padding: 0cm">At home, reform of the energy market had been one of the highest priorities and some notable breakthroughs had been achieved. The Big Switch', the first ever collective energy switch in the UK, had helped 40,000 people save a collective total of more that £8m. In addition a further one million people had signed an online petition in support of the Which? campaign to ensure fairer more affordable energy for all consumers. This ground breaking initiative, together with a high level of popular support, had resulted in a significant impact across government, industry and the media, and had stimulated serious debate. Only recently, the Prime Minister had announced his intention to legislate to ensure consumers were put on the cheapest tariff and Ofgem had published proposals to simplify tariffs.

<p style="background: #ffffff; border: none; padding: 0cm">The year had also seen a campaign to ensure that when mobile phone customers signed up to a fixed price tariff, that was what they received.

<p style="background: #ffffff; border: none; padding: 0cm">Many consumers were finding that their fixed price tariffs could be increased in line with inflation and the Regulator, Ofcom, had now said that it planned to consult on forcing phone operators to stop this practice.

<p style="background: #ffffff; border: none; padding: 0cm">There had been significant success in both commercial and campaigning activities,

<p style="background: #ffffff; border: none; padding: 0cm">although Which? was ambitious for more. One of the strategic objectives was to develop the organisation needed to deliver success and in line with that objective, it had been decided to review the size of Council while ensuring that Council contained the right range of skills and perspectives needed for effective governance. Consequently the recommendation was to reduce the number of Council members by three to a maximum of fifteen. This proposal had been submitted to a general meeting in July 2012 and the Resolution had been carried with 2,875 votes in favour and 211 against. A majority of those present at the meeting had also voted in favour. Copies of the Minutes of that meeting would be available for members at the conclusion of the meeting.

<p style="background: #ffffff; border: none; padding: 0cm">Finally, the Chairman said that a request had been made at the 2011 AGM that there should be a 'Matters Arising' item added to the AGM agenda. Council had subsequently discussed this and decided on balance not to do this as it would reduce the time for questions and because key items were picked up in the addresses made to the meeting (and members could of course ask questions about any item not covered in one of these addresses). The Chairman then invited the Chief Executive to say more about the membership performance during the year.

<p style="background: #ffffff; border: none; padding: 0cm"> 3/55 CHIEF EXECUTIVE S STATEMENT

<p style="background: #ffffff; border: none; padding: 0cm">The Chief Executive said that he had some sad news in that Martyn Hocking, who had been Editor of Which? since 2008, had passed away in October following a short battle with cancer. Martyn had made a significant contribution to both commercial and campaigning success at Which? and would be sadly missed. Martyn would have been proud that for the fifth year running, Which? had grown in terms of subscriptions, revenue and members: in the year to June 2012, subscriptions had grown by 4% to finish the year at 1.4 million, the number of members had increased to 786,000 and revenue was up by 7% to more than £80m. This all meant a stronger organisation with greater ability to invest in new products and services and with the capacity to undertake more policy and campaigning work.

<p style="background: #ffffff; border: none; padding: 0cm">Increasingly, Which? would offer more personalised advice that solved problems rooted in the core values of impartial expert advice you could trust. The financial advisers on the Money helpline had now helped more than 50,000 members. Which? Legal Service continued to grow and extend its reach into new areas. New rules, which allowed a wider range of legal advice services to be offered by companies that weren't owned by lawyers, presented a significant opportunity for Which? to extend the services currently offered.

<p style="background: #ffffff; border: none; padding: 0cm">The year had also seen the launch of the Which? University website which helped prospective students choose the right university for them. This had been welcomed by Universities Minister. David Willetts. In the first few weeks since launch, there had been more than 60,000 unique visitors to the site and the target was to reach the 40% of young people who chose a university without any one-to-one advice from a teacher or careers adviser and alert them to the free Which? resource.

<p style="background: #ffffff; border: none; padding: 0cm">Which? continued to be active in the area of banking reform and the Which? Future of Banking Reform had greatly influenced government thinking. As a result, the current Financial Services and Banking Reform Bills contained many of Which?'s proposals including the need to ring fence retail banking and to put depositors' claims ahead of other creditors in the case of a bank going bust.

<p style="background: #ffffff; border: none; padding: 0cm">However, the still unfolding tale of payment protector insurance misselling had taken consumer anger to a new level and that was why Which? was calling not only for change in banking, but for Big Change. This included ensuring that the new Regulator acted as a watchdog for consumers and most fundamental of all. that banks embraced radical cultural change by altering the effect badly constructed incentive schemes had on front-line staff.

<p style="margin-bottom: 0cm; background: #ffffff; border: none; padding: 0cm; line-height: 100%">In conclusion, the Chief Executive said that this was the right moment to secure the lasting changes and reforms in banking that were desperately needed.

<p style="margin-bottom: 0cm; background: #ffffff; border: none; padding: 0cm; line-height: 100%">

<p style="margin-bottom: 0cm; background: #ffffff; border: none; padding: 0cm; line-height: 100%">

<p style="background: #ffffff; border: none; padding: 0cm">4/55 REPORT OF THE COUNCIL OF TRUSTEES AND ACCOUNTS FOR THE YEAR ENDING 30 JUNE 2012

<p style="background: #ffffff; border: none; padding: 0cm">The Chairman proposed:

<p style="background: #ffffff; border: none; padding: 0cm">THAT the Annual Report and Accounts for the year ending 30 June 2012 be received.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Nairn said that he hadn't received a copy of the Annual Report and Accounts but that as they were sent out only two weeks before the AGM, this didn't allow much time for members to read the document before the deadline for receipt of proxy forms. Another option was to enclose the proxy form with the Annual Report.

<p style="background: #ffffff; border: none; padding: 0cm">The Secretary said that, diaries permitting, the intention was to hold the 2013 AGM later in November.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Adriano asked about diversity and the makeup of Council and whether the Council represented all consumers. The Chairman said that the majority of Council members were elected and it was for Ordinary Members to put themselves forward and then for members to vote for the candidates they preferred. This was not a process the Council controlled. The Chief Executive said that he would welcome the electorate looking at such matters and taking this into account.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Kitchen referred to the Chairman's statement that the minutes of the general meeting held on 26 July 2012 would be available after the meeting and asked whether that was an oversight and that the minutes should have been sent to those people who attended.

<p style="background: #ffffff; border: none; padding: 0cm">The Secretary said that this wasn't an oversight. The Notice of Meeting for the AGM was circulated in early August and so there was insufficient time to prepare and circulate with the AGM papers the minutes of the general meeting held on 26 July. While it would have been possible, at a later point, to have sent the minutes to those who had attended, that would have meant only a proportion of the members attending the AGM would have had them. Furthermore, approval of the minutes of the 26 July meeting was not an item on the Notice of Meeting for the AGM and therefore not a matter for discussion. This would be an item on the Notice of Meeting for the 2013 Annual General Meeting.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Marsden noted that the Financial Statements referred to a wholly owned subsidiary company, Yellowfin Holdings Limited, which was based in Mauritius and was the parent of the Indian operating company. Mr Marsden asked whether this might be embarrassing.

<p style="background: #ffffff; border: none; padding: 0cm">In reply, the Chief Executive said that the Indian government wished to encourage inward investment and that the most common way of doing this was via Mauritius. While the Indian government and its tax authorities thought this appropriate, then that was the route Which? would follow. However, if the Indian government decided to take a different view, then Which? would be proactive in making alternative arrangements.

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">Mr Grant referred to the fact that the financial statements said that until February 2012, the Chairman had held a 1.6% share in a supplier to the Group (Verve Partners Limited) and was a technical breach of the Articles of Association which permitted a 1% shareholding.

<p style="background: #ffffff; border: none; padding: 0cm">The Chairman confirmed that he had unknowingly been in breach of the Articles, that the Auditors had picked up this point and that he had subsequently sold his shares at cost. A recommendation later in the meeting was to amend the Articles of Association to permit shareholdings up to 5%. This had received the approval of the Charity Commission and was well within their guidelines.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Lee Amies (Audit Partner) confirmed that the disclosure in the Report and Accounts relating to this matter was appropriate and in accordance with the Accounting Standard.

<p style="background: #ffffff; border: none; padding: 0cm">The Resolution was duly seconded and CARRIED, 2337 votes in favour, 16 against and 37 abstentions.

<p style="background: #ffffff; border: none; padding: 0cm"> 5/55 APPOINTMENT, NOMINATION AND RETIREMENT OF MEMBERS OF THE COUNCIL OF TRUSTEES

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">The Chairman said that there was one vacancy on the Council of Trustees arising from the retirements of Tanya Heasman, Roger Pittock, Richard Thomas and Steve Woolgar. The Chairman thanked Tanya, who was retiring after 15 years, Steve, who was retiring after 11 years and Roger who was retiring after 9 years.

<p style="background: #ffffff; border: none; padding: 0cm">Four valid nominations had been received for this vacancy namely Philip Dolan, Harriet Kimbell, Richard Thomas and Chris Willett.

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">In accordance with Article 10.27, the Chairman called for a poll and instructed the Secretary to arrange for the dispatch of ballot papers to all Ordinary Members together with all Associate Members who had been paid-up for one year. Ballot papers to be returned to the Independent Scrutineers, Electoral Reform Services, by Friday 11 January 2013. The results would be notified as soon as possible thereafter and would be deemed to be the resolution of the AGM*

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">The Chairman said that most members would have the choice of voting by post, telephone or internet. (•The results of the 2012 Council elections are given below)

<p style="background: #ffffff; border: none; padding: 0cm"> Election of members of the Council 2012

<p style="background: #ffffff; border: none; padding: 0cm">The results of the 2012 elections which closed on Friday 11 January 2013 are as follows:

<p style="background: #ffffff; border: none; padding: 0cm">1 vacancy

<p style="background: #ffffff; border: none; padding: 0cm">Harriet Kimbell 15,264 ELECTED

<p style="background: #ffffff; border: none; padding: 0cm">Chris Willett 8,912 NOT ELECTED

<p style="background: #ffffff; border: none; padding: 0cm">Richard Thomas 8,754 NOT ELECTED

<p style="background: #ffffff; border: none; padding: 0cm">Philip Dolan 5,798 NOT ELECTED

<p style="background: #ffffff; border: none; padding: 0cm"> 6/55 APPOINTMENT/RE-APPOINTMENT OF VICE-PRESIDENTS

<p style="background: #ffffff; border: none; padding: 0cm">The Chairman said that Dame Jennifer Jenkins's current five-year term as a vice-president came to an end at the AGM and that Council had recommended she be re-appointed for a further term. Dame Jennifer had been a Council member from 1958 to 1976, chairman from 1965 to 1976, and a vice-president since 1976.

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">Council had also recommended that Tony Burton be appointed as vice-president. Tony had been a member of Council from 1984 to 2011 and had been deputy chairman for a total of 10 years during that time. Mr Burton had also been chairman of the pension trustees from 1987 to 2007.

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">The Chairman proposed:

<p style="background: #ffffff; border: none; padding: 0cm">(i) THAT in accordance with Article 13.7, Dame Jennifer Jenkins be and is hereby re-appointed as a vice-president of the Association.

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">(ii) THAT in accordance with Article 13.4, Anthony Burton be appointed as a vice-president

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">The Resolutions were duly seconded and CARRIED 2250 votes in favour 53 against and 87 abstentions.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Kitchen noted that while this was a routine item of business, separate resolutions for each appointment should be shown on the proxy form. The Secretary said he would arrange this for the future.

<p style="background: #ffffff; border: none; padding: 0cm"> 7/55 RE-APPOINTMENT OF AUDITORS

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">The Chairman proposed:

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">THAT Deloitte LLP be re-appointed as auditors to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the company.

<p style="background: #ffffff; border: none; padding: 0cm">The Chairman thanked Mark Lee-Amies for his professional advice during the year.

<p style="background: #ffffff; border: none; padding: 0cm">The Resolution was duly seconded and CARRIED, 2247 votes in favour, 83 against and 60 abstentions.

<p style="background: #ffffff; border: none; padding: 0cm"> 8/55 REMUNERATION OF THE AUDITORS

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">The Chairman proposed:

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">THAT the remuneration of the Auditors for the ensuing year be fixed by the Council of Trustees.

<p style="background: #ffffff; border: none; padding: 0cm">The Resolution was duly seconded and CARRIED 2280 votes in favour, 47 votes against and 63 abstentions.

<p style="background: #ffffff; border: none; padding: 0cm"> ARTICLES OF ASSOCIATION

<p style="background: #ffffff; border: none; padding: 0cm">The Chairman said that the Council was of the view that Article 5.4 which said that 'The Association could make a payment to any company of which a member of the Council may be a member, and in which such member did not hold more than 1/100th part of the capital...' was unduly restrictive. The prior consent of the Charity Commission for an amendment to replace the words 'one hundredth* part of the capital with 'one twentieth' part of the capital had been obtained. This was well within the Charity Commission's own definition of a 'substantial interest'.

<p style="background: #ffffff; border: none; padding: 0cm">The Chairman proposed as a Special Resolution:

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">THAT Article 5.4 of the Articles of Association be amended by deleting the words 'one hundredth' and substituting the words 'one twentieth'

<p style="background: #ffffff; border: none; padding: 0cm">The Special Resolution was duly seconded and CARRIED 1781 votes in favour, 83 against and 55 abstentions.

<p style="background: #ffffff; border: none; padding: 0cm">There being no other business, the meeting ended at 12.50pm.

<p style="background: #ffffff; border: none; padding: 0cm">The Chairman said that he would now devote around forty minutes to questions from the floor. These questions, together with the responses, are attached to the minutes.

<p style="background: #ffffff; border: none; padding: 0cm"> Questions and answers dealt with following the conclusion of the Annual General Meeting

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">Mr Prince asked whether Which? should be worried about Ofgem's warning that the lights could be going out in a few years. The government's future energy policy did not emphasise the use of renewable sources at a time when the future of gas for future power generation could not be guaranteed.

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">Richard Lloyd (Director of Consumer Action) said that energy security was indeed a key issue for Which? and that energy affordability had to been seen in the context of energy security and sustainability of supply. In the coming weeks. Which? would be setting out its position in more detail, including on whether Ofgem was acting sufficiently robustly in consumers' interests. Good progress had been made on affordability with the government pressing for a default cheapest tariff.

<p style="background: #ffffff; border: none; padding: 0cm">Mrs McDowell said that at the 2011AGM, members had been advised that the index to Which? reports had been published. However, it should be published in the same issue each year. Helen Parker (Director of Policy) confirmed that this would happen and that the index would be published in each January issue - which arrived with members in December.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Keyworth said that in his view. Which? had started to express opinion rather than facts. This was evident in some of the financial services coverage and that individuals should take some responsibility for their own actions.

<p style="background: #ffffff; border: none; padding: 0cm">The Chief Executive said that Which? did well at solving consumer problems and that consumers could not make rational decisions with confusing information. Which? brought together straight data for people to interpret, stated opinions that were evidence based and attempted to achieve change with both. The banking industry was not transparent and campaigning for greater transparency was important. When there was transparency, then you could expect people to take greater responsibility for their own finances.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Burton said that when he last checked, the Which? Wills service was not available to members in Scotland and that it was time that members in Scotland had the same access.

<p style="background: #ffffff; border: none; padding: 0cm">Chris Gardner (Managing Director of Which? Publishing) said that was a fair point and would be considered by the Which? Legal team.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Marsden referred to the fact that Right Choice currently had 5000 subscribers and noted the plan was to increase the number of subscribers to 350.000 in five years. Given the investment to date. Mr Marsden asked whether more money would be invested and if there was an exit strategy.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Gardner said that currently, subscribers were slightly ahead of target and recently some new and promising ways of attracting more subscribers had been identified. The year end target was 11,000 subscribers and there was optimism that this would be exceeded. There was a significant and growing middle class in India (400m by 2025) and the opportunity was significant. However, future investment would be reviewed during the budget process. An exit strategy was in place and this should be implemented without significant additional costs being incurred.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Marsden asked whether direct marketing was preferable to TV and press advertising. Mr Garcier said that India was a very different market from the UK with press advertising being very expensive However, if scale was achieved then these rout6 would be considered. Mr Gardner said online marketing was the main route used in India and the techniques optimised limited resources.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Kitchen asked whether a separate magazine for the growing older population should be considered.

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">Mr Gardner said that this question was considered from time to time but at the moment the view vas that an additional magazine was not the right route and that the focus was to reflect the customer base in the existing magazines. However. Which? was looking hard at specific issues such as whether to provide annuity broking advice. So, a solution was more likely to be tailored to specific needs, although that might change in the future.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Levinger referred to the PPI misselling scandal and asked whether Which? should campaign to legislate against organisations that were trying to generate business by encouraging members to make a claim.

<p style="background: #ffffff; border: none; padding: 0cm">The Chief Executive said the government response to this industry had been weak, with the Justice Minister saying that the government would not legislate against claims management companies sending unsolicited texts and making phone calls. The Which? view was that there was no need to go to a claims management company and the process to make a PPI claim was straightforward. On the question of car insurance, details could be sold on tby insurance companies. As long as companies felt it was acceptable to sell data on, then they would try to do this. Which? would continue to campaign against this behaviour.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Nairn referred to the prevalence of small print - such as appeared on vouchers and asked whether Which? would support a campaign for bringing back a reduced rate of postage for postcards.

<p style="background: #ffffff; border: none; padding: 0cm">The Chairman said that the issue of small print was on the Which? radar and there was a related project within the Policy team. The second matter was not currently on the agenda.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Nairn also said that a recent article in Which? Travel about tours of the Olympic Park did not contain a telephone number and that it would have been helpful to have included this.

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">Dr Seeker said that it was difficult sometimes to check the date when an item had been added to the website and asked whether new test results were added to old test results and whether old results remained on the site.

<p style="background: #ffffff; border: none; padding: 0cm">Ms Parker said that often testing was continuous so what you could see online was the latest test at any time. Filters had been added so it was possible to see when models were tested and results were removed when availability became limited.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Ellis said that the Chief Executive, in his earlier comment, appeared to not object to the existence of claims management companies. Mr Ellis said he received frequent speculative calls. The Chief Executive said that he was in favour of people being able to reclaim PPI when they had been missold, but was opposed to companies taking advantage of consumers in order to take a percentage of such claims.

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">Mr Winterfield said that he was losing his eyesight and would like to subscribe to a PDF version of the magazine with an online facility.

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">The Chief Executive said that the general principle of accessing the information in a way that you can read was a fair one and that he would look at this issue.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Fowler said while he was disappointed with the annual car review which did not have detailed specifications of all cars, he liked the separate booklet.

<p style="background: #ffffff; border: none; padding: 0cm">Secondly, Mr Fowler said he was finding the question of software compatibility and version control an increasing problem.

<p style="background: #ffffff; border: none; padding: 0cm">Mr Bath (Head of Technology Content and Editor of Which? Computing) said that the Which? conversation site was used as an early warning system for this type of problem and that Which? had a Computing helpdesk which could be approached to identify problems.

<p style="background: #ffffff; border: none; padding: 0cm">A member said he was concerned about companies using the Which? logo and that the price of a subscription to Which? was not stated.

<p style="background: #ffffff; border: none; padding: 0cm">In respect of the first point, the Chief Executive said that rules had changed a few years ago so that now, if Which? awarded a best buy, it could not legally stop the company from saying so. In the light of that decision, the focus switched to controlling the accuracy of what was said by allowing people to license a Which? icon. Any instances where the rules were being broken were immediately addressed. The system was working well and a side benefit was a lot of free and valuable advertising for Which?

<p style="background: #ffffff; border: none; padding: 0cm">In respect of the magazine price. Mr Gardner said that occasionally the price was mentioned in promotions. However, it was more usual for a conversation about price to take place at an early stage of the relationship.

<p style="background: #ffffff; border: none; padding: 0cm">A member said he was signed up to the Telephone Preference Service but still received unwanted calls. The Chief Executive said that the Telephone Preference Service was ineffective and didn't cover international calls or mobile phones.

<p style="background: #ffffff; border: none; padding: 0cm">Ms Kimbell asked whether Which? had undertaken any work into the way medical research companies were signing up students to be guinea pigs in order to undertake testing of drugs. The money paid to students was often very attractive.

<p align="justify" style="background: #ffffff; border: none; padding: 0cm">The Chief Executive said he was unaware of this issue and said that if he was supplied with more information, then he would follow the matter up.

<p style="background: #ffffff; border: none; padding: 0cm">The Chairman concluded the discussion at this point and thanked members for their attendance.

<p style="background: #ffffff; border: none; padding: 0cm">The meeting ended at 1.42pm.

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<p align="justify" style="background: #ffffff; border: none; padding: 0cm">