Employment Relations Amendment Bill (No 2)

Transcription

1 17 September 2010 Submission to the Transport and Industrial Relations Select Committee on the Employment Relations Amendment Bill (No 2)

2 ASMS L11 The Bayleys Building Cnr Brandon St & Lambton Quay PO Box Wellington 6143 New Zealand T F Ian Powell Executive Director

3 1 Background 1.1 The Association of Salaried Medical Specialists (the Association) is a union and professional association of salaried senior doctors and dentists employed throughout New Zealand. We were formed in April 1989 to advocate and promote the common industrial and professional interests of our members and we now represent more than 3,500 members, the majority of whom are employed by District Health Boards (DHBs) as medical and dental specialists, including physicians, surgeons, anaesthetists, psychiatrists, oncologists, radiologists, pathologists and paediatricians. Approximately 90% of all senior doctors and dentists employed in our public hospital system who are eligible to join the Association, are members of the Association. 1.2 Although the overwhelming majority of our members work in secondary and tertiary care (either as specialists or as non-vocationally registered doctors or dentists) in the public sector, a small but significant number work in primary care and outside DHBs. These may be employed by the New Zealand Family Planning Association, ACC, hospices, community trusts, Iwi health authorities, union health centres and the New Zealand Blood Service. 1.3 The Association seeks to promote the effective and efficient delivery of better health care for all New Zealanders and recognition of the important role our members play in that delivery by virtue of their professional skill and training. We are committed to the establishment and maintenance of a high quality, professionally-led public health system throughout New Zealand. 1.4 The Association has negotiated two national multi-employer collective agreements: the first, with twenty district health boards currently covers over 3400 senior doctors and dentists; the second with ten hospices covers 36 members. In addition, we negotiate thirteen collective agreements that cover between two and twenty doctors in small medical practices around the country. These include a number of collective agreements for salaried general practitioners. We also have a small number of members who are not covered by a collective agreement and are employed on individual employment agreements. The Association is familiar with, and has experience of, the operation of the Employment Relations Act in a wide range of workplaces, including large unionised workplaces and smaller workplaces where our members are employed under small collective agreements or individual agreements. 1.5 The Association is an affiliate of the New Zealand Council of Trade Unions. We have read and support the more detailed submission on the Bill made by the CTU. The Association s submission does not address all the changes proposed under the Bill but concentrates on particular issues that are likely to have an impact on our membership and consequently on New Zealand s health system, which is acknowledged by all political parties to currently face a medical workforce crisis. 1.6 The Association wishes to appear before the Transport and Industrial Relations Committee to speak to its submission. 1

4 2 Summary 2.1 The Association opposes the extension of the 90 day trial period to all employers. 2.2 All political parties accept that New Zealand has a serious medical workforce shortage. Senior hospital doctors in Australia earn between 35% and 45% more than their New Zealand colleagues. NZ relies heavily on international medical graduates (IMGs) to staff our hospitals. 40% of all registered medical practitioners in NZ are IMGs. A 90-day trial period for hospital specialists will be a major disincentive for IMGs to accept employment in NZ and the Association will actively discourage them from accepting employment in this country on a 90-day trial period. This can only add to the current medical workforce shortage. 2.3 Trial periods will increase the risk that newly appointed senior doctors will not speak out about any serious professional or clinical issues they may identify in their workplace. 2.4 The Association has experience of doctors employed by small community practices who faced disciplinary proceedings and dismissal because the doctor resisted the practice manager s attempts to interfere with the doctor s clinical decisions or management of a particular patient. We have no doubt that some smaller medical practices, faced with serious financial pressure and perhaps cultural clashes with an IMG, may adopt a 90- day trial period and dismiss difficult or unco-operative new doctors. 2.5 The Association believes that for the most part the present personal grievance regime works. It is grossly unfair to remove reinstatement as the primary remedy for high earning employees who successfully challenge their dismissal, in the absence of statutory support for a significant boost in monetary remedies available in place of reinstatement. For the most part, dismissal of a senior doctor in New Zealand will lead to the end of their medical career. 2.6 The Association opposes the removal of reinstatement as a primary remedy and the changes to the test of justification. Some employers and public commentators claim that the whole process of disciplining or dismissing an employee is impossibly difficult. It is not. If the process is flawed, the outcome is also likely to be flawed. The principles of natural justice are increasingly well understood by New Zealanders, who expect them to be observed. The public will not tolerate a doctor who cut process corners in the diagnosis or treatment of their illness; a doctor should not have their career cut short or prejudiced by an employer cutting process corners in disciplinary proceedings. 2.7 To give a mediator the right to seek time out to spend with a union member in the absence of their union representative or advocate is both insulting to the union and undermining of the good faith relationship that exists between the union and its members. It further undermines the hugely successful mediation process by removing control of the process from the parties themselves and placing it in the hands of a mediator. 2

5 2.8 The Association is opposed to any tightening up of work-site access provisions for unions. Site access will not be a problem when the relationship between the employer and union is going well which is usually the case. It will be useful to employers only when things are not going well and may be used as a weapon in those circumstances by employers to further their side of a dispute. Making it difficult for union officials to meet with employees on the job will ultimately be counterproductive and damaging for employers and workplace relations. 2.9 The Association opposes the proposal to allow an employer to go over the heads of their union to communicate directly with employees in the course of collective bargaining 2.10 Collective bargaining negotiations should be based on good faith, professionalism and integrity, underpinned by sensible and practical bargaining process agreements. The present Act requires this and, in our view and that of many non-partisan commentators, has been very successful in that regard. Recourse to industrial action e.g. strikes and lockouts and loss of production have been remarkably rare and generally precipitated by an absence or breach of good faith. The present provisions should be allowed to continue; we believe there is ample evidence that they have resulted in a noticeable increase in maturity on the part of industrial advocates day trial period 3.1 The Association opposes the extension of the 90 day trial period to all employers. 3.2 Currently, District Health Boards because of the size of their workforce (in all cases, in excess of 20 employees) are excluded from the provisions of s.67 of the Act. However should DHBs seek to include a 90-day trial period in their offers of employment to new senior medical and dental officers that will almost certainly create a further and significant disincentive for any international medical graduate to seek and take up employment as a senior doctor in New Zealand. 3.3 Furthermore, should employers seek (or require) such a trial period for new appointees the Association will be obliged to actively advise IMGs and new appointees of the serious risk they face from such a trial period and discourage them from accepting appointment in New Zealand. 3.4 For some years, and for the foreseeable future, New Zealand has had and will continue to have a serious shortage of senior doctors in its hospital workforce and a corresponding recruitment and retention problem. Remuneration rates for medical specialists employed in New Zealand are already significantly lower than those offered in other countries competing with us for the same workforce, particularly Australia where the rates are between 35% and 45% higher than in New Zealand. This discrepancy in remuneration is a major contributor to the recruitment and retention problems faced by this country s senior medical workforce. The introduction of a 90-day trial period, if adopted will provide another, which arguably will prove to be even greater contributor to this problem. 3

6 3.5 We already have the highest proportion of international medical graduates (IMGs) of any OECD country. At least 40% of doctors who are registered in New Zealand gained their initial medical qualification overseas and for some time we have been reliant on both the availability and the willingness of IMGs to seek and accept appointments in New Zealand hospitals. Anything that threatens the flow of IMGs should be avoided if New Zealand is to have any realistic prospect of filling the current and future medical and dental vacancies in our health service. 3.6 The proposed amendment to s.67 and the extension of 90-day trial periods to cover DHBs, if adopted by DHBs for their senior medical and dental specialist workforce, will introduce a very high level of insecurity to all new appointments that is likely to render it difficult to fill any vacancy. 3.7 Given the current medical workforce crisis, DHBs may not take immediate steps to introduce 90-day trial periods in their job offers to new doctors or may be quite selective as to when and for whom they exercise that option. However it is only a matter of time, should this legislation pass, before the more short-sighted of them decide to do so. We would expect that DHBs who include a 90-day trial period in offers to non-medical employees to come under pressure in due course, as a matter of fairness and consistency, to extend the same trial period to their senior doctor appointments. 3.8 Any IMG seeking to relocate with their family to New Zealand already faces significant emotional and financial costs associated with that move. Such a move is not made lightly and only the most desperate are likely to proceed if they face the possibility of dismissal without warning or right of redress in the first three months of their appointment. New Zealand citizens and graduates, with a right of return, are also likely to be reluctant about seeking or accepting an appointment that included a 90-day trial period. 3.9 Many job applicants and new appointees seek the Association s advice on employment prospects in New Zealand and their offers of employment before making a final decision to leave their previous employment, give up their home and make the decision to emigrate. Others however do not seek our advice until they have actually arrived or are on the cusp of accepting their job offer If this amendment is adopted, irrespective of whether DHBs include a 90-day trial period on their offers of employment, the Association will be obliged from a professional and ethical standpoint to advise prospective employees and job applicants of both the possibility of such a trial being included in a job offer and the serious risks to their professional careers if one is included. We would almost certainly advise against their taking up such an appointment Undoubtedly, the effect of such advice will be to discourage them and others from seeking employment in New Zealand, thereby further exacerbating the already serious medical staff shortage in this country 4

7 3.12 We have actual experience of several small practices where a doctor employed by a community organisation faced disciplinary proceedings and possible dismissal because the doctor resisted the practice manager s attempts to interfere with the doctor s clinical decisions or management of a particular patient. We fear that some of these smaller health services, faced with serious financial pressure and perhaps cultural clashes with an IMG would take comfort from and implement a 90-day trial period and dismiss the difficult and unco-operative new employee The public must be able to rely on medical professionals to fearlessly raise and speak out on issues of professional concern and patient safety that fall within their area of knowledge and expertise. This right is protected in many collective agreements the Association has negotiated but some employers have resisted the inclusion of such a provision, whether in an individual or collective agreement At present employers would be most reluctant to dismiss a doctor on the grounds that the doctor had spoken out on issues of patient safety or poor clinical practice even though this is a protected right in our national DHB MECA. However if the employer were able to hide behind a 90-day trial and dismiss without having to give a reason or face a legal challenge, we fear that some would have no such qualms A newly appointed doctor who spoke out and criticized their employer s operations on the grounds of serious clinical concerns or unsafe practice might well, should this proposal be adopted, face dismissal with no reason given and have no right of legal challenge Unfortunately even our largest health employers, the DHBs, have mixed performance records and at different times or on different issues may be either good or bad employers. A 90-day trial period would provide an effective screen for bad and inadequate employment practices at the very time a senior doctor or dentist was most vulnerable. 4 Direct communication in bargaining 4.1 We oppose this proposal and strongly urge the Select Committee to abandon it. 4.2 This provision would allow employers to communicate directly with their employees (over the head of their union) in the course of collective bargaining, provided they did so in good faith. 4.3 Collective bargaining negotiations should be based on good faith, professionalism and integrity, underpinned by sensible and practical bargaining process agreements. The present Act requires this and, in our view and that of many non-partisan commentators, has been very successful in that regard. Recourse to industrial action e.g. strikes and lockouts and loss of production have been remarkably rare and generally precipitated by an absence or breach of good faith. The present provisions should be allowed to continue; we believe there is ample evidence that they have resulted in a noticeable increase in maturity on the part of industrial advocates. 5

8 4.4 The proposal to reintroduce direct communication by employers to their employees, over the heads of the union negotiators in collective bargaining negotiations threatens to exacerbate the tensions that sometimes arise in the course of difficult negotiations. 4.5 Had our employers had that right during the course of the last round of negotiations (for our current MECA) the result would undoubtedly have been much more acrimonious and the damage to employer and employee relationships could have been catastrophic. 4.6 Our last negotiations were very difficult and unpleasant. They continued for over 18 months before agreement was finally achieved, following a change in lead negotiator for the District Health Boards and facilitation brokered by the last Government. The ill-will generated during those negotiations lead to an unprecedented round of stopwork meetings and a secret ballot where over 80% of senior doctors and dentists participating voted to take industrial action. That loss of good will is only now being recovered and it would be fair to say that current negotiations, while being conducted in a much more difficult economic environment, are proceeding in good faith, professionally and with courtesy between the players. 4.7 During the long course of the previous negotiations both DHBs and the Association made their case to the general public. A number of the employers claims and public utterances were both inaccurate and highly provocative; they succeeded only in turning a large segment of the DHBs senior medical and dental workforce (our members) against them and undoubtedly ensured a higher turnout at our stop work meetings and an 80% vote (in a nation-wide secret ballot) for unprecedented industrial action. Had the DHBs had the right to go above the Association s head, direct to our members we are absolutely certain that the damage would have been much greater and more long lasting. Sometimes employers may need to be controlled, if not to protect them from themselves, then to safeguard a greater public interest as in this instance. 4.8 Workplace relationships and collective negotiations in the health sector are sometimes fraught, particularly in times of fiscal constraint, as at present, requiring ongoing reviews and restructuring. If the DHBs are given a "right" to go over the head of the Association and communicate directly to our members in the course of difficult and fraught negotiations, we have no doubt that relationships will deteriorate very quickly and revert to the unproductive state they were in three years ago. 4.9 This Government and the Minister of Health have been very clear in their support for a professional-led health service in which senior medical and dental officers, together with other health professionals have a key role in designing both healthcare services and service delivery; another component of the present Government s strategy (which we welcome and are working constructively to implement) is to encourage senior medical and dental officers, with other health professionals to identify problems in the health service and to work co-operatively with management to search out and implement innovative and pragmatic solutions to those problems. We fear that the Government strategy risks being seriously undermined should the proposed amendment to s.32 of the Act be adopted; it will almost certainly lead at some point to a serious erosion of the critically important and positive working relationships that are developing between DHBs and their senior medical workforce. 6

9 4.10 The Association applauds both the previous and present Governments acknowledgment of the need to develop a professional and clinician-lead approach to the planning and delivery of high quality health care in New Zealand. Such an approach is crucial to the development of successful regional and national clinical networks, which are a feature of this Governments approach to health care in this country. An essential feature of this approach is the continuation of the Government s encouragement for the sector parties (at all levels and including all unions) to engage constructively and willingly with one another to address the problems in the sector Giving health sector employers the right to communicate directly with their unionised workforce during collective bargaining undermines this strategy and may eventually prevent the successful development of such a partnership approach to finding workable solutions to the problems facing the health sector. 5 Access to the Workplace 5.1 The Association opposes the proposed restrictions on Union access to the workplace. 5.2 This provision would require a union representative to seek the employer s consent before entering the workplace but would require that such consent not be unreasonably withheld. 5.3 On a daily basis, one or more of the Association s staff, often at short notice are visiting members of the Association at one or more DHB worksites around the country. We are not visiting members in wards, operating theatres or while they conduct clinics; our members patients always come first and we are frequently kept waiting or interrupted in the discussion of Association matters by members who are called out to answer a page, take a telephone call or attend to a patient. The ordinary operations of our employers business is not interfered with by our site visits and we would be very concerned if we were required to give two days notice in writing of our wish to make a site visit. 5.4 The Association staff endeavour to adopt the professionalism of our members in all things that they do; this proposal is both unnecessary and counterproductive given the good faith obligations unions and employers owe one another. 5.5 Although the Association has seldom encountered a problem in securing access to our members' workplaces there were times during site meetings and stopwork meetings in 2007 some DHB human resource managers did covertly raise issues affecting the unions access to workplaces. Their actions simply served to further alienate our members against them. 5.6 This serves to illustrate that, during times when the relationships between unions and employers are fraught, employers may, for short sighted and short term gain, be tempted to use any powers they may have to obstruct the union. 7

10 5.7 It is worthwhile thinking about what would have happened if the DHBs had had the ability (for instance) to refuse the Association's officers and employees access to DHB workplaces for two days. Considerable damage would have occurred to relationships between senior doctors and DHBs and it is unlikely that they would have been able to maintain that refusal without exacerbating the already very nasty relationships that were developing between the DHBs and the Association, and the DHBs and their senior medical and dental workforce. Alternatively, the membership meetings would have been held off site, resulting in even greater disruption to clinical services. This amendment is mean and unnecessary. 5.8 One of the functions of industrial law is surely to redress imbalances between the parties, by offering a degree of protection to weaker players and by setting some controls on stronger players who might otherwise be tempted (in the heat of difficult negotiations) to secure short-term gain at the risk of damaging the long term benefits of developing and maintaining good workplace relations with their employees, and their unions. 6 Removal of reinstatement as a primary remedy 6.1 Happily the Association is seldom called upon to advise members who have been dismissed and over the years we have taken less than half a dozen personal grievances based on dismissals. However during our 21 years of existence, the Association has represented and advised a significant number of members who have faced dismissal, for one reason or another. In most cases we have worked with the parties to resolve the particular difference or negotiated a satisfactory "termination by consent". 6.2 There should be no doubt however that some of those terminations were in fact "involuntary" and had matters proceeded to the Authority (or its predecessor) the employee would not have lost their job. In the medical community, reputation is crucial to ongoing employment and future prospects and, all too often, the very act of challenging a dismissal will cause irreparable harm to a doctor's reputation, irrespective of the nature or degree of blame that eventually attaches to the behaviour giving rise to the complaint. 6.3 Reinstatement for senior doctors is often the only realistic remedy, if the doctor is to continue practising in this country. For the most part our members have such specialised skills that (with the exception of the Auckland region) there is really only one possible employer in the district, and a successful dismissal will usually end the doctor's career in this country and quite possibly overseas. 6.4 The Association is emphatically not seeking to create a regime that favours poor or unsafe medical practice. Our members are members of a profession that since the days of Hippocrates has recognised and honoured the obligation of medical practitioners to embrace life-long learning, self reflection and self criticism, peer review and the principle of first, do no harm. These concepts lie at the very foundation of the medical profession s ethical code. 8

11 6.5 From time to time, but it has to be said very rarely, an individual medical practitioner may not meet the very high standard of performance (whether in a clinical or personal capacity) they expect of themselves or that is required of them by their peers and the community at large. Sometimes this will result in a clinical investigation and possibly an internal disciplinary process, which may in turn lead to the practitioner s dismissal. If that dismissal is successfully challenged and reinstatement is not the primary remedy, it is very unlikely that the doctor will be able to find new employment in New Zealand. 6.6 The Association is aware of several instances in this country where, but for reinstatement being the primary remedy, New Zealand would have lost a highly skilled and very competent medical specialist. 6.7 The Association believes the current regime for personal grievances is working reasonably well for both parties. In the absence of reinstatement however, the current level of monetary awards is far too low to ensure any of our members will be fairly or realistically compensated following a successful personal grievance. It would be grossly unfair to withdraw reinstatement as a primary remedy for dismissal without providing statutory support for realistic monetary awards that would actually compensate a highly paid medical practitioner for the loss of their career or future earnings. 6.8 The Association therefore opposes the removal of reinstatement as a primary remedy. 7 Test of Justification 7.1 In the proposed new s.103a the Bill seeks to amend the test of justification for any action of an employer, including a dismissal, from the current objective test (was the action one that a fair employer, acting reasonably, would have taken?) to a subjective one (was the action within the range of actions open to a fair employer, acting reasonably?). 7.2 The Association opposes all of the changes contemplated by the new s.103a. 7.3 This change will make it virtually impossible for a member of the Association to ever succeed in a personal grievance where issues of their clinical practice have been raised. Adverse or unexpected clinical outcomes can be highly emotive issues to address and senior clinicians are already subject to intense scrutiny from many different agencies, depending on the nature of the clinical concern: these range from the Health & Disability Commissioner s Office, the Coroner's Court, the Medical Council, Ministry of Health Investigations and a series of internal employer processes. 7.4 The ERA is singularly ill-equipped to deal with performance issues arising from clinical concerns about a doctor's practice or management of a particular patient. The employer is similarly handicapped - they must rely on other clinicians' judgments as to whether or not the "offending" doctor might have done something differently or something better. Given the very high level of public interest and scrutiny that these matters may generate, it is not surprising that employers and the Authority alike adopt a cautious and riskaverse approach. 9

12 7.5 Inevitably that will work to the detriment of the senior medical officer and dismissal is almost always going to be within the range of options open to a cautious employer, acting reasonably, who has found fault with a medical practitioner s clinical practice or clinical judgement. We know this will be so based on previous experiences where there was widespread public criticism of the individual practitioner following the finding of fault and the need for retraining. 7.6 The Association has experienced the situation where the employer of an unjustifiably dismissed employee (and other employers that were approached to employ the dismissed specialist) argued variously that the employer and the practitioners colleagues had lost confidence in him, public confidence had been damaged and the reputation of the DHB would be (further) damaged if they reinstated or employed the doctor, albeit on a structured re-training program. It will often be debatable whether one or two errors of judgment, whether over a long or short and otherwise unblemished career, amount to misconduct or even serious misconduct but dismissal will almost always be one of the options open to a fair employer, acting reasonably. 7.7 Given their very limited employment prospects, senior doctors (and any other employee in a similar situation) should be assured of the protection of an objective standard of justification i.e. was the action one that a fair employer, acting reasonably, would have taken in the circumstances? 8 Defects in Process 8.1 The Association opposes the specific proposals in new s.103a(5). 8.2 This amendment purports to raise the bar in determining justification by focussing on the substance of the employee s behaviour and the reasonableness of the employer s decision and minimising defects in the employer s processes before arriving at the decision to dismiss or warn. Any defects in process that were minor or technical and did not result in the probability that the employee was treated unfairly will not solely determine whether a dismissal or an action was unjustifiable. 8.3 Employers sometimes talk as if the whole process of disciplining or dismissing an employee is impossibly difficult. It is not. Procedural issues simply reflect the principles of natural justice, for example: the relevant facts should be ascertained; the employee should be told of the allegations against them; they should then have a reasonable opportunity to seek advice and offer an explanation; the right to a fair hearing from an employer with an open mind and, in due course, if performance is found to have been an issue, a reasonable chance to improve their performance with appropriate support or additional training. 8.4 There are real dangers in a focus on the overall outcome of the process. If an employee has been given only a sketchy (or imperfect) outline of the complaint against them and/or has been subjected to a limited investigation or a flawed disciplinary process, it will not be possible to conclude that the outcome was reasonable or justified. 10

13 8.5 We are also concerned that an employer s obligation to investigate thoroughly or adopt a fair process may be balanced against their resources; small employers may be judged by a lesser standard. That is quite unfair, particularly in a country where most employees work for small employers. This amendment would allow an employer to tailor their investigatory or disciplinary processes to their resources. Even a DHB with significant access to resources and clinical expertise might successfully argue that the cost and time required to complete a thorough clinical investigation of a complaint against a doctor could not be justified in the face of clinical opinions they had obtained from less expert but more accessible colleagues. 8.6 An employer of a doctor, irrespective of that employer's size, with all that is at stake for both doctor and employer, should not be allowed to become careless about natural justice or fair process. In their practice, a medical practitioner will not be forgiven if he or she takes a careless approach to process in the diagnosis and management of a particular condition. 8.7 Fairness and natural justice are not difficult or alien concepts; we submit that they are increasingly well understood and applied by most thoughtful and careful employers. We do not believe the public would tolerate or wish to tolerate poor performance of a careless and thoughtless employer any more than they would tolerate poor performance of a careless or thoughtless medical practitioner. 8.8 The Medical and Dental Councils and the Health Practitioners Disciplinary Tribunal are required to adhere to high standards of natural justice and procedural fairness before imposing restrictions on a doctor's practice or suspending their practice. Employers of medical practitioners should not be able to achieve those ends by adhering to lesser standards of natural justice and procedural fairness. 9 Mediator s access to the parties 9.1 The amendment would allow a mediator the right (at the mediator s election) to discuss the issue or claim with one or other of the parties, in the absence of that party s representative. The purpose of this change is said to be to assist in the early resolution of workplace problems without either party having to go to the expense or trouble of seeking external representation. 9.2 It is unclear why this amendment has been sought but if it is to discourage pedantic advice, delaying tactics, "no-win, no-fee" industrial advocates or avaricious employment lawyers there are other ways to do that without undermining or changing the current mediation processes of the Act. The current mediation process is arguably one of the most successful innovations to the employment environment for many years. The Association is very comfortable with the current system and has regularly used it, frequently to the mutual satisfaction of employer and employee alike. 11

14 9.3 Each year the Association makes use of the mediation service, mostly to very good effect. In our submission it would be highly insulting and damaging to a union's relationship with its members (which is also governed by the good faith provisions of the Act) for a mediator to be given the right to stop proceedings at any point and seek private meetings with the union member (in the absence of the union advocate or representative) for the purpose of offering legal advice, advice on settlement prospects or "negotiating" strategy 9.4 It is a fundamental element of natural justice for an employee to have the representation of their choice throughout disciplinary proceedings, including the mediation process. 9.5 Even highly trained and confident professionals such as doctors will be reluctant to be involved in mediation when they feel they may be compelled to face part of it alone. 9.6 If the problem is with lawyers who are pursuing a case against the best interests of their client, that issue may be addressed by empowering mediators to tell them so to their faces in the presence of their clients. 12