DC Governance Trustee Agenda

Transcription

1 July 2018 DC Governance Trustee Agenda Special Edition Welcome In this special edition of Trustee Agenda we put the spotlight on matters DC. The scope of the new authorisation regime for master trusts is surprisingly broad and our article emphasises the need for schemes which provide non AVC DC benefits to check whether they might be inadvertently caught. Relaxation of the requirements relating to DC to DC transfers will also be of interest, particularly for those contemplating a move to a master trust arrangement. Finally, the new requirements for chair s statements and the potential for information to become publicly available is worthy of note. Our next business as usual edition of Trustee Agenda will be issued in September and in it we plan to focus on the outcome of the recent BA appeal. In the interim, if you have any suggested areas of interest then do please shout! Claire Petheram Partner DC Governance Trustee Agenda linklaters.com 01

2 The new authorisation and supervision regime for Master Trusts: are you caught? The scope of the new regime is surprisingly broad and we would encourage trustees and sponsors of multi-employer occupational pension schemes to check whether their schemes are inadvertently caught by the authorisation requirements. The new regime Between 1 October 2018 and 1 April 2019, master trusts must apply to the Pensions Regulator ( TPR ) for authorisation. If master trusts do not apply for authorisation or fail the authorisation process, they must cease to operate as a master trust and wind up. To become authorised, master trusts must satisfy TPR that they meet a prescriptive set of authorisation criteria, which are designed to protect members assets if, in a worst-case scenario, the master trust fails. Broadly, the criteria are: i. a master trust must be financially sustainable with sufficient reserves to meet the costs of running the scheme and resolving triggering events (e.g. winding-up the scheme); ii. the persons involved in the scheme must be fit and proper; iii. the entities liable to fund the scheme or receive scheme profit (known as scheme funders) must meet certain requirements; iv. the scheme must have sufficient systems and processes to run effectively; and v. the scheme must have an adequate continuity strategy setting out how members interests will be protected. Once authorised, master trusts must continue to meet the authorisation criteria and regularly report their compliance to TPR. Are you caught by the new regime for Master Trusts? The scope of the new regime is surprisingly broad and we would encourage trustees and sponsors of multi-employer occupational pension schemes to check whether their schemes are inadvertently caught by the authorisation requirements. Under the Pension Schemes Act 2017 (the Act ), a Master Trust Scheme means an occupational pension scheme which: (i) provides money purchase benefits (whether alone or in conjunction with other benefits (e.g. defined benefit)); (ii) is used by two or more employers; and (iii) is not used only by employers which are connected with each other. In our experience, a Master Trust Scheme encompasses a wide range of occupational pension schemes to include: master trusts operating for profit ; master trusts operating not-for-profit often with charitable origins; and non-associated multiemployer schemes, all of which may be pure DC or provide hybrid DB and DC DC Governance Trustee Agenda linklaters.com 02

3 benefits. There are some exemptions, most notably, schemes are not caught where the only money purchase benefits provided are additional voluntary contributions. Given the broad scope of the law, there is a risk that schemes would be caught by having one or more participating employers which are not connected with each other. It is relatively common for large multi-employer schemes to include participating employers outside the corporate group structure, either for historic or business reasons. For example, sponsors may have established independent charities to sponsor their community programmes, which also participate in a group pension scheme. Or, companies may have unincorporated trusts or partnerships participating in group pension schemes, which may be a legacy of historic corporate activity and do not form part of the core business. Are all employers connected with each other? The key question is whether each participating employer in a scheme is connected with another participating employer so that the scheme is not a Master Trust Scheme (see limb (iii) above) and caught by the new regulatory regime. To be a connected employer under the Act, an employer would need to be a group undertaking in relation to another employer within the meaning of section 1161(5) of the Companies Act 2006 or meet the circumstances set out in the draft Occupational Pension Schemes (Master Trusts) Regulations 2018 (the MT Regulations ). If we take the meaning of connected employer under the Companies Act first, a group undertaking would include a body corporate (i.e. company limited by shares or guarantee), partnership or an unincorporated association which is a subsidiary undertaking or parent undertaking of another employer, or where both employers are subsidiary undertakings of the same parent undertaking. On the face of it, this would suggest that employers which are not part of the same corporate group may not be connected. However, the definition of parent undertaking is important here. An undertaking is a parent undertaking in relation to a subsidiary undertaking if: (i) it holds a majority of the voting rights in the undertaking; (ii) it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors; (iii) it has the right to exercise a dominant influence over the undertaking by virtue of provisions contained in the undertaking s articles or by virtue of a control contract; (iv) it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking; (v) it has the power to exercise dominant influence or control over the undertaking; or (vi) it and the subsidiary undertaking are managed on a unified basis. Although these conditions are subject to limitations set out in Schedule 7 of the Companies Act 2006, it is clear that employers outside the same corporate group may be connected because of the influence or control an employer (or parent of that employer) may have over another employer. Secondly, the MT Regulations include further useful provisions on the meaning of connected employers. Under the MT Regulations, an employer (A) is connected with another employer (B), and an employer which is a group undertaking of A is connected with an employer which is a group undertaking of B, where: i. A and B have separate legal identities but are structured so that the economic position of the shareholders of each is, as far as practicable, the same as if they held shares in a single company comprising the combined business of A and B. ii. A employs scheme members jointly with B. iii. A holds or controls, or in the previous six months has held or controlled, at least 33% of the voting power in B. iv. A is, or in the previous six months has been, engaged in a joint venture with B. v. There has been a transfer of active members of the scheme from A to B (and if the transfer is not a relevant transfer under TUPE, A and B are connected for no more than six months beginning with the date of the transfer). DC Governance Trustee Agenda linklaters.com 03

4 If you have employers that may not be connected, what should you do? Whilst the Companies Act 2006 and MT Regulations include helpful provisions which allow employers to be connected even if they do not operate within the same corporate group and constitute different legal entities, the definitions of connected employers are very specific. We would advise trustees and sponsors to carry out a due diligence exercise of the participating employers in their multi-employer pension schemes to check that all employers are connected and would not be caught by the new authorisation and supervision regime for master trusts. A good starting point would be the annual scheme return. If you identify any employers that do not appear to be connected, we recommend that you check their governance structures and incorporation documents (e.g. articles of association) to confirm the position. Please get in touch with your usual Linklaters contact if you require assistance or would like to discuss. DC Governance Trustee Agenda linklaters.com 04

5 Master Trust authorisation: lessons to be learnt from the readiness review trustees and sponsors have needed to collate significant amounts of information from internal stakeholders and external service providers and address a wide range of issues within tight timescales and an evolving regulatory landscape. The readiness review The deadline for Master Trust Schemes to apply for authorisation with the Pensions Regulator ( TPR ) is fast approaching with the application period set to open on 1 October The application period will last for six months and trustees must apply for authorisation by 31 March 2019 or they must cease to operate their scheme. Trustees can apply for an extension of the application period for up to six weeks, but only if they have a good reason for needing an extension due to circumstances beyond their reasonable control. Once TPR has received an application, it must decide whether to authorise a scheme within six months. Given the new regime, TPR has introduced the readiness review to help master trusts prepare for their formal application by allowing them to submit a voluntary draft application to TPR by 15 June. Many master trusts have taken advantage of this process and TPR proposes to provide feedback on the quality of these applications by the end of August. The deadline for the readiness review has placed significant pressure on trustees and sponsors. The draft Master Trust regulations were not laid before parliament until 9 May and the draft Code of Practice No.15 (authorisation and supervision of master trusts) has only recently been laid before parliament. Therefore, trustees and sponsors have needed to collate significant amounts of information from internal stakeholders and external service providers and address a wide range of issues within tight timescales and an evolving regulatory landscape. In this article, we look at some of the lessons learnt from the readiness review. Who is the Scheme funder? Master trusts need to identify their scheme funder, which is a person who is: > > liable to fund the scheme where member administration charges are insufficient to cover the costs of running the scheme; or > > entitled to receive profits of the scheme in circumstances where member charges exceed the running costs. Master trusts may have one or more scheme funders, or none, depending on the nature and structure of the scheme. In our experience, it is often difficult for not-for-profit mixed benefit schemes to assess whether all their participating employers are scheme funders or whether they have no scheme funders. As the authorisation requirements relate to money purchase benefits only, it would be unusual for employers to be liable to fund the scheme, DC Governance Trustee Agenda linklaters.com 05

6 but there may be circumstances where employers are entitled to receive profits. For example, mixed benefit master trusts may have unsegregated financial reserve or expense accounts constituting DB and DC assets and if employers receive the benefit of these accounts (e.g. via a DB contribution holiday), they would be scheme funders as some element of the profit may derive from DC assets. In a similar vein, for mixed benefit master trusts to have no scheme funders, they would need segregated DB and DC financial reserves or expense accounts to ensure that any DB allocation to employers would exclude DC assets entirely. There are also issues with identifying scheme funders in relation to schemes with a profit element. Often, the master trust structure can be complex with a variety of third-party service providers receiving a fee for their services, which may be linked to the profit of the scheme. It is important to distinguish between service providers that receive a fee for their services (which would cease if they stopped providing the services), from those entities that are entitled to receive a share of profit irrespective of the services they provide. Who is the Scheme strategist? The law defines the scheme strategist as a person responsible for making business decisions relating to the commercial activities of the master trust. It is also responsible for preparing, reviewing and revising (if necessary) the business plan and continuity strategy and for making decisions on what these documents will contain. The draft Code says that the scheme strategist will be a person or group of people who make business and strategic decisions about how the master trust will be run, such as which market segments the master trust is open to, the benefits that are offered and the staffing levels needed to operate. For all master trusts, the role of scheme strategist has caused issues because there is not always a person or group of persons that would naturally carry out the range of functions required. We are aware that many not-for-profit master trusts operate with a trustee board and various layers of management (often the management board reports to the trustee) with the scheme strategist responsibilities being split across the levels of management. Similarly, the scheme strategist responsibilities do not sit neatly within the governance structure of large for profit master trusts. For example, the requirement to make business decisions on the master trust s operating model, benefits structure and target market are strategic, commercial decisions which may sit at a senior level of management, whereas the requirement to prepare and revise the business plan more naturally sits at a lower level of management. Therefore, master trusts may look to establish bespoke committees or working groups for the scheme strategist role, which consist of individuals with the requisite expertise and experience to satisfy the fit and proper person requirement, but whose responsibilities may exceed those of their day job. Accordingly, this raises issues in relation to the liability of the scheme strategist and how these individuals may be protected in carrying out their role. As the scheme strategist is liable for civil penalties under law for failure to report to TPR in respect of significant events, triggering events and information request notices, it is conceivable that the scheme strategist may require protection from this liability. There is also the risk that the scheme strategist may be provided with incomplete or inaccurate information by other persons involved in the running of the master trust, which may impact the accuracy of their disclosures to TPR. Further, the scheme funder and trustees may require protection against any actions of the scheme strategist made outside the scope of its powers. So, master trusts need to consider the requirements of each person running the scheme and ensure that all parties are comfortable with their role, responsibilities and liability. DC Governance Trustee Agenda linklaters.com 06

7 Administration charges during a triggering event period It is common for trustees of master trusts to contract with a third-party platform provider to invest scheme assets under an insurance policy. Typically, trustees investing in this way provides members with access to a wide range of investment funds and strategies operated by underlying fund managers and allows trustees to tailor investment strategy to suit the needs and requirements of the respective employers. Broadly under law, trustees are prohibited from imposing any new or increasing administration charges on or in respect of members during a triggering event period. A triggering event is an event that may indicate that a master trust cannot continue to operate, such as when a scheme funder suffers an insolvency event, ends its relationship with the scheme or a scheme funder, scheme strategist or the trustees decide that the scheme should be wound-up. A triggering event period is the period from when the triggering event occurs to when it is resolved. As trustees are prohibited from imposing new or increasing administration charges (e.g. investment charges but excluding transaction costs) on members during this period, it raises the question of whether continuing to invest in the normal course would contravene this policy. For example, members accounts may be invested in a life-styling strategy where their assets would be automatically switched to funds with higher charges in accordance with this strategy, or underlying fund managers may suffer additional expenses that would impact unit prices and members accounts. Generally, in these circumstances, we expect that trustees themselves would not impose new or increasing charges during a triggering event period because they have no control or influence over fund manager charges, which would be a usual feature of an umbrella insurance policy. However, we recommend that trustees review their insurance policy to check whether they have control over the fund charges imposed by the underlying fund managers. To the extent the trustees have control, there is a risk that any increasing charges levied by fund managers during a triggering event period would contravene the prohibition. Financial reserves A final issue to mention relates to the requirement for master trusts to be financially sustainable. To meet this requirement, TPR must be satisfied that a master trust has a sound business strategy and sufficient financial resources to meet the costs of running the scheme and the costs of complying with its triggering event duties (in short, trustees need access to sufficient financial reserves to continue to run the scheme for up to two years while a triggering event is resolved or members benefits are transferred out and the scheme wound-up). For mixed benefit, non-associated schemes where all participating employers are scheme funders, we would expect the requirement to be satisfied by the way in which charges are levied on employers to meet scheme expenses and the financial reserves requirement. However, the issue is more difficult to manage for master trusts with a profit element. Typically, it would be undesirable to re-direct financial resource from the scheme funder to the trustees bank account as this would effectively tie-in assets for the benefit of the master trust only. So, the only other option is to ring-fence the assets which may have an impact on capital requirements or raise implications on insolvency. Given the draft Code expressly requires that assets held by a scheme funder for a master trust s financial reserves should be ring-fenced so that trustees have first call on them, we would encourage trustees and sponsors to address the way in which they ring-fence assets at the earliest opportunity. DC Governance Trustee Agenda linklaters.com 07

8 Relaxation of regime for DC bulk transfers without consent The most significant change is to remove the requirement to obtain an actuary s certificate to transfer without consent. The law governing DC-to-DC bulk transfers without consent changed from 6 April 2018 to reflect the Government s drive towards DC consolidation and to make transfers more appealing and simpler for employers and trustees of schemes providing DC benefits. In this article, we assess the new bulk transfer regime and how the new law may impact DC transfers and consolidation. Before 6 April 2018, bulk transfers of DC benefits without consent were permitted only where: (i) the transfer was between schemes with a specified type of connection; and (ii) there was actuarial certification that the transfer credits to be provided in the receiving scheme were broadly no less favourable than the rights of the member in the transferring scheme. The Government has taken steps to relax these requirements. The most significant change is to remove the requirement to obtain an actuary s certificate to transfer without consent. In our experience, scheme actuaries have found it difficult to provide their certificate where there is not a like-for-like transfer and the receiving scheme is unable to map members benefits into the same investment funds and strategies as the transferring scheme. A prominent criticism of the old regime is that actuaries were unable to look at the proposed transfer holistically to take a view on whether the transfer would provide good value for money. With the removal of the actuarial certificate requirement, transferring trustees must use their fiduciary duties to assess whether the transfer would be in members best financial interests, which is a positive development and has been welcomed generally by the industry. The new law has also removed the scheme relationship condition the requirement that the transferring and the receiving scheme, or the sponsoring employer(s) of each, should be linked. Although trustees will be able to use the actuarial certificate route for a transitional period until October 2019, the new rules allow trustees to make DC transfers without consent in three new scenarios: 1. Where the employer of the transferring scheme is a group undertaking in relation to the employer of the receiving scheme, and the transferring member is also employed by a group undertaking of either the transferring or receiving scheme employer. 2. Where the transferring trustee (or the employer if they have sole power to transfer under the rules) has obtained and considered written advice from an independent, appropriate adviser. 3. Where the transfer is to a master trust authorised by the Pensions Regulator. As the application window for master trusts to be authorised opens on 1 October 2018, it is unlikely that a master trust would be authorised before 1 April 2019 (the Pensions Regulator has six months to decide whether to authorise a scheme from the date of receiving an application and in practice, we expect authorisation to occur during the summer of 2019). DC Governance Trustee Agenda linklaters.com 08

9 So, in the intervening period, trustees need to decide whether to use the old actuarial certificate route or take advantage of the independent adviser requirement (note that the purpose of the first scenario listed above is to make intra-group reorganisations easier and is likely to be a more narrowly used route). On the face of it, the independent adviser requirement should be preferable given the issues of obtaining an actuarial certificate. However, there is uncertainty about how to ensure that the written advice satisfies the law. First, the legislation does not specify what type of advisor or advice is appropriate. The regulations state that the advice must be given from a person whom the trustee reasonably believes to be qualified to advise given that person s ability in and practical experience and knowledge of pension scheme management. DWP Guidance on DC bulk transfers (published April 2018) suggests that pension scheme management could include investment strategy, assessment of good value, and governing and administering a DC scheme. The guidance also notes that further relevant areas of additional knowledge include understanding of scheme powers including on wind-up, other legal aspects, and benefit structures. The categorisation under guidance is very broad and implies that to obtain written advice from an independent, appropriate adviser, trustees would need to engage a person with wider expertise than the scheme s investment adviser who, in practice, may be the best person to advise on the transfer. There is also difficulty in determining whether an adviser is independent. The legislation requires that the trustee of the transferring scheme has determined that the appropriate adviser is independent of the receiving scheme. In doing so, the regulations state that the trustee must consider whether, in the year leading up to the date of the advice, the adviser/firm received any payment for advisory, administration or investment services from the receiving scheme, receiving employer, service provider (or group company of either of the latter two). The legislation places an emphasis on trustee judgement the considerations listed above are intended to be indications of independence only. DWP Guidance states that the trustee is able to determine that the adviser is independent despite one of the considerations not being met, provided the trustee has taken into account appropriate factors, attributed them appropriate weight and set out their reasoning in writing. DWP Guidance also emphasises that while the adviser should be asked to confirm in writing that it has not received any of the payments set out in the regulations, the trustee should carry out their own due diligence on this. This could include requesting disclosures relating to conflict of interest policies. It will remain to be seen whether these relaxations to the DC bulk transfer regime will reinvigorate the pace of DC consolidation. It is likely, given the uncertainty surrounding the independent adviser requirement, that the simpler route from a legal perspective will be for transfers to be made to an authorised master trust when those become available during the course of For transfers already in progress, we are seeing trustees err on the side of caution and opt for the actuarial certificate route rather than expose themselves to uncertainty and potential challenge by using the independent adviser approach. DC Governance Trustee Agenda linklaters.com 09

10 Are you ready for the new public disclosure requirements? perhaps most significantly, trustees will have to make some of the information from the chair s statement available to the public. In a drive to improve transparency, new requirements recently came into force relating to the chair s statements which defined contribution (DC) schemes are required to prepare. For scheme years ending on or after 6 April 2018, the chair s statement must include: > > the charges and transaction costs for each default arrangement and each alternative fund option (it is no longer acceptable to disclose just the range of costs and charges); and > > an illustrative example of the compounding effect of the charges and transaction costs. The new costs and charges information will first need to be provided within seven months of the first scheme year ending on or after 6 April 2018 for example, for schemes whose scheme year ends on 6 April 2018, the chair s statement due by 6 November 2018 will need to include the new information. In addition, and perhaps most significantly, trustees will have to make some of the information from the chair s statement available to the public. Under proposals currently subject to a consultation, trustees of DC schemes will also need to make certain information relating to investments publicly available from 1 October We consider below the details of the new requirements and what they mean for trustees in practice. Disclosure of costs and charges information to the public Most of the information that occupational pension schemes need to disclose to members can be sent by post, by or by making it available on a website. In practice, trustees often provide the information on a benefits portal or scheme website to which members log in. The new requirements represent a step change: schemes now need to make certain information on charges and transaction costs publicly available, free of charge, on a website. This applies regardless of whether trustees already have a website available for this purpose or whether they already communicate with members online. Trustees who do not already have a website available will therefore need to set one up. The Government s intention is to improve transparency about costs and charges across the occupational pension scheme industry, and enable greater public comparison of charges. The Government considers it important both that the information is made available to the public, not just to the scheme s members, and that access is free of charge for all those who wish to view the information. DC Governance Trustee Agenda linklaters.com 010

11 What information needs to be made public? The following information from the chair s statement must be made publicly available free of charge on a website: > > the latest statement of investment principles (SIP) prepared in relation to the default arrangement; > > a description of any review of the default strategy undertaken during the scheme year and an explanation of any changes resulting from such a review (or, where no review was undertaken during the scheme year, the date of the last review); > > the level of charges and transaction costs applicable to each default arrangement during the scheme year; > > the levels of charges and transaction costs applicable to each fund which members can select and in which assets relating to members are invested during the scheme year; > > an indication of any information about transaction costs which the trustees have been unable to obtain and an explanation of the steps being taken to obtain that information in the future; > > an explanation of the trustees assessment of the extent to which the charges and transaction costs represent good value for members; and > > the illustrative example of the cumulative effect over time of the application of charges and transaction costs on the value of a member s accrued rights to money purchase benefits. Trustees can, of course, choose to publish the entire chair s statement online if they wish to do so. How should the information be made available? Statutory guidance has been published, which trustees must have regard to in complying with the new requirements. In relation to making the information publicly available, the guidance says that: > > the information should be published in a manner which allows for the content to be indexed by search engines; > > persons wishing to view the information should not be required to enter a specific username or password, or required to provide any other personal information about themselves; > > trustees should satisfy themselves that they have adequately taken account of the needs of disabled people (for example, by considering whether the text can be enlarged and whether the contrast in the pages is adequate, so it can read by visually impaired people); and > > the information should be published on a webpage in a way which enables the information displayed to be printed, downloaded and stored either via the browser menus or the page s functionality. On request, trustees must disclose the information in hard copy form within two months of the date of the request, but only where the trustees are satisfied that it would be unreasonable for the person to obtain it from the website on which it is published. Informing members that the website is available Scheme members must be informed that the website is available via the annual benefit statement. Trustees must tell members that the information is available on a website; provide the website address; give details of the place on the website where the information can be found; provide an explanation of how the member can read the information on the website; and include a statement explaining the circumstances in which the information will be provided on request in hard copy form. The guidance adds that the web address should be appropriately titled so that members can readily re-type it into a web browser and should clearly signpost the nature of the information to be found at the location. DC Governance Trustee Agenda linklaters.com 011

12 What are the new proposals in relation to disclosing investment information? The Government has recently published a consultation on the following proposals: Statements of investment principles By 1 October 2019, trustees will be required to update or prepare their SIP to set out: > > how they take account of financially material considerations, including (but not limited to) those arising from ESG considerations, including climate change (this will replace the existing requirement to report their policy on the extent (if at all) to which social, environmental or ethical considerations are taken into account); and > > their policies in relation to the stewardship of the investments, including engagement with investee firms and the exercise of the voting rights associated with the investments (this will replace the current requirement to report their policy (if any) in relation to the exercise of the rights (including voting rights) attaching to the investments). For smaller DC schemes which are not required to produce a SIP, the default strategy will need to be prepared or updated to set out how they take account of financially material considerations, including (but not limited to) those arising from ESG risks, including climate change. Statement on members views From 1 October 2019, when trustees next prepare or update their SIP, they will be required to prepare a separate statement on members views. This will need to explain the extent to which the views which, in the reasonable opinion of the trustees, members hold will be taken into account in preparing or updating the SIP. This requirement will apply alongside the existing requirements to obtain written financial advice from a suitably qualified person and consult with the employer before preparing or updating the SIP. Implementation report From 1 October 2020, trustees of DC schemes will be required to produce an implementation report setting out the extent to which the SIP has been followed during the scheme year and an explanation of any changes made to the SIP during that year. Disclosure requirements From 1 October 2019 (or 1 October 2020 in relation to the implementation report), trustees of DC schemes will be required to: > > publish the SIP, the implementation report and the statement on members views on a website which is publicly available and free of charge; and > > inform scheme members of their availability via the annual benefit statement. The government has published a draft revised version of the statutory guidance, covering how trustees should meet the requirements to publish the SIP, the implementation statement and the statement on members views. This largely mirrors the guidance in relation to disclosing costs and charges information to the public, as set out above. The consultation on these new requirements closes on 16 July Subject to the outcome of the consultation, the government plans to lay the proposed regulations as soon as the Parliamentary timetable allows. The proposed coming into force dates outlined above assume that the regulations will be laid in autumn Is any action required? Trustees will need to ensure that the required information from the chair s statement is made publicly available free of charge on a website. Trustees who do not already have a website available for this purpose will need to set one up. It is likely that further information in relation to investments will need to be published on the website from 1 October 2019, so trustees should keep an eye on developments in this area. DC Governance Trustee Agenda linklaters.com 012

13 Contacts Ruth Goldman Partner Tel: (+44) Rosalind Knowles Partner Tel: (+44) Tim Cox Partner Tel: (+44) Philip Goss Partner Tel: (+44) Claire Petheram Partner Tel: (+44) linklaters.com 8287_F/07.18