Corporate report

Report on the Institute of Chartered Accountants in England & Wales: Monitoring and Authorisation of Insolvency Practitioners

Updated 16 July 2020

Executive Summary

The Insolvency Service has overall responsibility on behalf of the Secretary of State for Business, Energy and Industrial Strategy for ensuring that the activities of the Recognised Professional Bodies (RPBs) that authorise and license insolvency practitioners are in line with regulatory objectives set out in Part 13 of the Insolvency Act 1986. Those objectives include having a system of regulating insolvency practitioners that secures fair treatment and ensures consistent outcomes, maximises returns to creditors, and protects and promotes the public interest. As part of our oversight activities, the Insolvency Service undertakes monitoring visits to the RPBs.

This report presents the findings of a visit by the Insolvency Service, which took place between February and May 2020, to examine the processes adopted by the Institute of Chartered Accountants in England & Wales (ICAEW) when authorising and monitoring its insolvency practitioners. This report includes information provided by the ICAEW prior to and following the visit, findings in relation to specific cases and recommendations.

The Insolvency Service reviewed the ICAEW’s complaint handling procedures in 2018 and May 2019, and published a report with recommendations in September 2019. Recent engagement with the ICAEW indicates that it is on track to meet those recommendations.

1. The ICAEW – Overview

1.1 The ICAEW is a RPB as defined under s391 Insolvency Act 1986, which authorises and regulates insolvency practitioners. At 1 January 2020, the ICAEW licensed 805 practitioners, of which 610 were authorised to take insolvency appointments.

1.2 The Quality Assurance Department (QAD) within the ICAEW is responsible for overseeing matters relating to the licensing and monitoring of insolvency practitioners. The Insolvency Service last carried out a full monitoring visit to review these processes in 2016 and published a report. Since then, a review of the monitoring and regulation of insolvency practitioners by all the RPBs was carried out, with findings detailed in a report in 2018.

1.3 Since July 2019, the ICAEW has been carrying out monitoring visits on behalf of the Institute of Chartered Accountants of Scotland (ICAS). The visits are carried out by QAD reviewers under the ICAEW’s monitoring process, with the outcome reported to ICAS at which point the ICAEW’s involvement ends. As at the date of this visit, the ICAEW had carried out eight visits on behalf of ICAS.

1.4 In advance of this visit, we obtained the following information from the ICAEW:

• A list of all monitoring visits concluded since the beginning of 2018.
• A list of all monitoring visits due to take place during 2020.
• A list of all referrals made from the QAD to the Professional Conduct Department (PCD) since the beginning of 2018.
• Details of its current risk assessment process in place for determining the timing of monitoring visits.
• Details of the composition of the Insolvency Licensing Committee (ILC).
• Minutes for all Insolvency Licensing Committee (ILC) meetings for 2019.

• A list of all authorised insolvency practitioners including:

• Number of appointment and non-appointment taking practitioners.
• Practitioners holding a partial licence.
• Practitioners subject to a licence restriction.
• Practitioners who ceased to be authorised in the last 12 months.
• Applications for authorisation that were rejected during 2019.

1.5 From the above information, the Insolvency Service selected a total of 30 monitoring visit files and 13 files where a referral was made from the QAD to the PCD to be reviewed on the visit. These cases were randomly selected by independent statisticians within the Insolvency Service to ensure the sample was representative. Details of the sampling were shared with the ICAEW in advance of the visit.

1.6 The Insolvency Service also observed two onsite visits to insolvency practitioners carried out by QAD reviewers and observed one ILC meeting.

2. Overall Findings

Monitoring of insolvency practitioners

2.1 Overall, the Insolvency Service found that ICAEW has effective processes in place when carrying out onsite monitoring visits. There were, however, some issues identified with the post-visit process as outlined below. Onsite visits are prepared for and carried out thoroughly, with poor conduct by insolvency practitioners appropriately challenged during visits and subsequently reported. This was particularly evident with regard to whether fees charged by the insolvency practitioner were fair and reasonable.

2.2 The ICAEW has introduced a detailed work programme for visits to insolvency practitioners at volume individual voluntary arrangement (IVA) providers. The effectiveness of this new programme was assessed when the Insolvency Service observed a recent visit by the QAD to a volume IVA provider. For both these visits, and for previous visits to volume IVA providers, the ICAEW is fully taking into account guidance published by the Insolvency Service when selecting its case samples.

2.3 The ICAEW will determine whether the outcome of each monitoring visit is either satisfactory, requires matters to be followed-up with the insolvency practitioner, or warrants regulatory action (see page 10 for further details). Findings issued to the insolvency practitioner by way of a closing record are easy to follow and clearly set out any areas of concern.

2.4 Where issues of concern are reported, which require follow-up or regulatory action, the ICAEW’s Regulatory Practice Group (RPG) creates an electronic file to track matters through to a conclusion. Whilst this is a useful control system, the ICAEW is not always addressing the follow-up matters with insolvency practitioners in a consistent manner and is not always requesting evidence that a practitioner has rectified these matters. We also identified a significant delay in concluding the visit in one of the more serious cases, which contributed to a delay in the ILC finalising its considerations.

2.5 The ICAEW has only been notifying the Insolvency Service annually of regulatory penalties that follow monitoring visits and not as per agreed reporting requirements.

Authorisation of insolvency practitioners

2.6 The ICAEW uses electronic systems to process and track applications for a new licence or a renewal of an existing licence. The process is streamlined and intended to flag any potential concerns. In general, there was evidence of the ICAEW using this process effectively.

2.7 An isolated case raised serious concerns about a lack of timely action to transfer over 100 insolvency cases to a successor insolvency practitioner, where the incumbent practitioner had ceased to meet bonding requirements from July 2019, and they could not be traced. Although the ICAEW has now taken steps to rectify the position, the delays were a serious risk to the relevant insolvency estates.

Detailed Findings

3. Monitoring of Insolvency Practitioners

Pre-visit and risk assessment

3.1 As a starting point, the ICAEW operates a six-year monitoring visit cycle for insolvency practitioners that operate in large firms and most multi-office, mid-tier, firms that employ 10 or more practitioners. Although some individual insolvency practitioners at these firms are only visited once every six years, some practitioners within each firm will generally be visited each year. Volume IVA or Protected Trust Deed (PTD) providers are required to be visited at least annually and this approach is followed by the ICAEW. All other insolvency practitioners are generally visited every three years.

3.2 In addition to the above, each insolvency practitioner is required to be subject to an annual compliance review on a sample of cases. With the exception of the larger and mid-tier firms, these reviews are generally carried out by an independent external compliance provider at the insolvency practitioner’s expense, although this is not a requirement. Many of the larger and mid-tier firms carry these reviews out internally. The full compliance review report can either be requested by the ICAEW as part of a follow-up from a previous visit or will be reviewed during the practitioner’s next visit. If an insolvency practitioner does not carry out a compliance review in a particular year, this would constitute a regulatory matter and may lead to the ILC issuing a regulatory penalty. The ICAEW use the findings from the practitioner’s compliance reviews to plan the scope of monitoring visits.

3.3 In the period January 2018 – December 2019, the ICAEW concluded visits to 313 of their insolvency practitioners. The visits carried out during this period are generally consistent with the ICAEW’s risk assessment process. Whilst the ICAEW does not complete a separate risk register when planning future visits, the workplan for each year is reviewed annually and visits are brought forward where appropriate and dependant on risk.

3.4 The ICAEW is acting on intelligence and monitoring changes in case numbers for insolvency practitioners at volume IVA providers effectively. This was evident in two examples. In the first case, the ICAEW promptly arranged a visit to an insolvency practitioner who had recently been classed as a volume IVA provider. This visit was solely focused on reviewing whether the insolvency practitioner was providing appropriate debt advice to those seeking an IVA. The ICAEW promptly carried out a focused visit to review this area given current concerns about the quality of debt advice from stakeholders and increasing failure rates in IVAs. In the second case, the ICAEW had received intelligence from other bodies and immediately arranged a QAD visit.

Case sampling

3.5 As part of the work programme for each visit, the ICAEW carries out a detailed analysis of an insolvency practitioner’s cases. In each file reviewed, it was evident the ICAEW had recorded the reasons for their case sample selection. The ICAEW’s general approach is not to review every type of insolvency case to which the practitioner is appointed during each visit.

3.6 In the majority of files reviewed, satisfactory explanations were provided as to why some case types were not sampled by the ICAEW. Two files out of 30 reviewed however, did not provide sufficient explanation or justification for reasons for not sampling a particular insolvency process. For example, in one instance, the insolvency practitioner had a bankruptcy appointment in their name dating back over 12 years, but this case was not sampled despite the age of the case. The ICAEW explained that this was due to a separate bankruptcy case where a different insolvency practitioner at the same firm had been appointed also being reviewed on the same visit, and that case progression generally was reviewed on other cases. In a second example, the insolvency practitioner had been appointed to 21 Members Voluntary Liquidations (MVLs) out of a total of 73 cases overall, however none of these cases were sampled and the ICAEW did not record an explanation for this.

Onsite visits

3.7 It was evident across all the monitoring files considered that a thorough approach is taken by QAD reviewers on monitoring visits. Cases that are subject to a full review are assessed in detail. The reviewers also select cases to review specific areas, such as case progression and distributions to creditors.

3.8 If the reviewer requires an explanation of a matter from the insolvency practitioner or identifies a concern, a formal query is raised. The reviewer will grade the query as red, amber or green depending on the response from the practitioner. If a query is closed with a red grading, the matter will appear in the final closing record and will impact on the final visit outcome. If a query is closed with an amber grading, the reviewer is satisfied that no further regulatory action is warranted, however the insolvency practitioner may need to make changes to their processes as a result. The insolvency practitioner will either have already evidenced the necessary changes to the QAD reviewer or issued a confirmation that changes will be made. These changes will then be assessed on future visits. For queries that are closed with a green grading, no further action is required.

3.9 In all cases reviewed, the completed query sheets were sufficient in detail to provide an explanation of each issue raised. The matters graded as red were consistent and appropriate. We did not find any examples of queries that were closed with a green or amber grade that would have been more appropriately graded as amber or red.

3.10 It was evident in a number of files reviewed that the QAD is taking a proactive approach to challenging insolvency practitioner fees, and whether they are fair and reasonable. In one case, the insolvency practitioner had obtained a fee resolution on a percentage realisation basis, which was due to be applied to a straightforward asset realisation that was not fair or reasonable. Whilst the insolvency practitioner stated they would not have ultimately applied the fee resolution when challenged, the intervention by the QAD meant there was no risk of the fee being applied, although this was identified as being an isolated incident. Where appropriate, there was also evidence of the QAD requesting that insolvency practitioners disclose to creditors why their fees are fair and reasonable, where agreed on a fixed fee basis.

3.11 We observed two monitoring visits conducted by QAD reviewers. One visit which was a volume IVA provider, was solely focused on the provision of debt advice and the review of calls. The decision to carry out a review solely on the provision debt advice and the review of calls appeared appropriate based on the risk assessment by the QAD. It was evident that the call sample selected for review was appropriate and queries and challenges made with the practitioner were detailed. On the second visit, a thorough approach was adopted by the QAD reviewer and in line with our findings elsewhere in this report. We did, however, observe that even though the insolvency practitioner had a number of MVL appointments, no MVLs were sampled for review, and an explanation was not recorded by the ICAEW in advance of the visit.

Monitoring Visit Outcomes

3.12 Outcomes following monitoring visits are determined by the QAD as either being satisfactory, requiring follow-up or regulatory action. The different visit outcomes are summarised as:

Satisfactory visits:

• Where the insolvency practitioner needs to address a relatively small number of matters of a technical or minor nature and where they have set out how they intend to do so in response to the visit findings, or where no matters are identified.
• It is determined that the insolvency practitioner has the competence, commitment and capability to make any necessary changes to systems and practices, and no specific follow-up is required.

Visits requiring follow-up:

• This is used where instances of non-compliance have been recorded and the insolvency practitioner has undertaken to address the issues raised, but the QAD considers that some follow up action is needed.
• Examples may include that the insolvency practitioner must provide updates on case progression and closure, or that they submit further information or explanations on specific matters, or a copy of their next compliance review.

Requiring regulatory action:

• Where serious instances of non-compliance have been recorded and the QAD believes that regulatory action may be required.
• Applies to practitioners where there are serious concerns about their fitness to hold a licence; for example, in relation to breaches of legislation, the ethical code for insolvency practitioners or Statements of Insolvency Practice (SIPs).
• Applies where there is a failure to comply with previous undertakings, or where serious competency matters are identified.
• Any regulatory action will be determined by the ILC based on:
  • The seriousness of the breaches.
  • The insolvency practitioner’s responses.
  • An assessment of the practitioner’s competence.
  • The resources available to them.
  • Their commitment to correct matters.

3.13 The following table shows the outcomes of monitoring visits undertaken during 2018 and 2019.

Visit outcome	Satisfactory	Follow-up required	Warrants regulatory action
No. of insolvency practitioners	187	69	57

3.14 The Insolvency Service viewed the following files, which were randomly selected by independent statisticians:

• 18 satisfactory visits.
• 7 visits that required follow-up.
• 5 requiring regulatory action.

3.15 Following the completion of a visit, satisfactory outcomes are closed by the QAD reviewer with other cases requiring follow-up agreed by the manager / senior manager. Satisfactory visits and those that require follow-up are not referred to the ILC. Instead, these visits are dealt with under delegated powers given by the ILC to the QAD reviewer in satisfactory visits and a case manager in the RPG for visits requiring follow-up. Delegated powers enable the QAD reviewers or case managers to make decisions on next steps, such as making further enquiries or closing the visit once all matters have been satisfactorily concluded. The delegated powers are subject to an annual quality assurance review by the ILC. The Insolvency Service was provided with a copy of the ILC’s most recent review, which concluded that the process was working appropriately. The QAD also carries out an annual review process, which considers cases closed by reviewers under delegated powers to ensure the outcome has been recorded correctly.

3.16 Satisfactory visits are typically closed immediately, and the insolvency practitioners are notified promptly. Any issues that were identified are then reviewed on future visits.

3.17 If a visit requires matters to be followed up, this means the ICAEW needs to seek a confirmation from the insolvency practitioner that an action has been carried out to resolve the matter of concern before the visit can be closed. To oversee and track this process, the ICAEW sets up an electronic file. We found that this process was an effective way of tracking and recording visit outcomes that required matters to be followed up.

3.18 Although not all issues identified will require follow-up action, we did identify inconsistencies in the way the ICAEW was seeking evidence from insolvency practitioners that issues had been rectified. This was particularly evident in the way in which the ICAEW dealt with three separate insolvency practitioners who had not been making prompt distributions to creditors. In all these cases the visit outcome was that follow-up action was required. In one case, the ICAEW followed this up robustly, seeking evidence that the distributions had been made before the visit was closed. In the other two cases however, the ICAEW only requested that the insolvency practitioners confirm that distributions would be paid without requesting evidence they had been made.

3.19 Delays in following up concerns with the insolvency practitioner were identified on two cases. In one case, the insolvency practitioner notified the ICAEW that a copy of a revised progress report would be provided within one week of its email in October 2019. This deadline was not met and the ICAEW did not pursue the matter until February 2020. In a second case, there was a delay of two months in obtaining the evidence from the insolvency practitioner that the concerns identified on the visit had been satisfactorily addressed.

3.20 Where serious matters of concern are identified, the QAD will determine the visit warrants regulatory action and a report is drafted and referred to the ILC. In all cases, the ILC will initially consider whether the insolvency practitioner’s licence should continue. If it is determined that licence removal is not appropriate, the ILC can:

• Issue a regulatory penalty.
• Refer the matter to PCD for a full investigation.
• Order a targeted visit at the expense of the insolvency practitioner.
• Make any other order or undertaking depending on the facts of the case.

3.21 The pre-visit information provided by the ICAEW showed that during 2018, nine insolvency practitioners were referred to the PCD for investigation following a monitoring visit and 14 referrals were made in 2019. It was noted that there was an increase in matters of concern relating to fees being referred to the PCD, from two cases during 2018 to seven in 2019.

3.22 The ILC issued two licence restrictions in 2018 and one in 2019 and removed two licences in 2018 and none in 2019. The ILC also issued one regulatory penalty in 2018 and eight in 2019. Notifications of these regulatory penalties had not been made by the ICAEW to the Insolvency Service as per its agreed reporting requirements, other than when reporting to the Insolvency Service each January.

3.23 We were concerned to find that in one case, it took nine months from receiving the insolvency practitioner’s response to the monitoring report before the matter was considered by the ILC.

3.24 It was evident following an observation of the ILC that the committee is routinely considering the statutory regulatory objectives when determining whether fees drawn by the insolvency practitioner were fair and reasonable. This was also evident in the papers to the committee, which set out the ICAEW’s obligations under the regulatory objectives.

Recommendations - Monitoring of Insolvency Practitioners

• The ICAEW should ensure that it clearly documents reasons for not selecting case types for review on a monitoring visit.
• Where the outcome of a visit requires a matter to be followed up, the ICAEW should be consistent in the evidence it seeks from insolvency practitioners before closing the visit.
• The ICAEW should notify the Insolvency Service of all regulatory penalties ordered against insolvency practitioners in line with the agreed reporting requirements, including those arising from monitoring visits.
• The ICAEW should ensure that it produces timely reports to the ILC in all relevant cases and promptly takes forward matters with insolvency practitioners in visits that require follow-up action.

4. Authorisation of insolvency practitioners

New applications for authorisation

4.1 New applications for a licence are dealt with by the regulatory support team. Upon receipt of a new application, which includes evidence of educational requirements, an electronic file is set up and the documents which have been received are reviewed and filed. Checks are made with all the other authorising bodies to obtain any previous regulatory history, which is considered alongside the application. If there are no matters of concern, a licence will be issued under delegated powers. If there are matters of concern (for example, in terms of educational requirements or previous regulatory history) the application will be considered by the ILC.

4.2 It was evident that the ICAEW has effective measures in place when considering both new applications for a licence and those from insolvency practitioners transferring from another RPB. In one case, enquiries made with the previous RPB revealed a number of regulatory concerns. Whilst it was determined that these concerns were not serious enough to refuse a licence, this was issued on the condition that the insolvency practitioner agreed to a monitoring visit within the first 12 months.

Licence renewals

4.3 Reminders for the renewal of licences are sent out in September every year to all insolvency practitioners. The renewal form and payment are due back with ICAEW by 31 December, with the new licence then being granted on 1 January each year. If a completed renewal form is not received by 20 December, the ICAEW will make attempts to contact the insolvency practitioner to confirm whether they intend to apply to be authorised by another RPB or surrender their licence.

4.4 Whilst the vast majority of insolvency practitioners renewed their licence without any issues at the end of 2019, in one case the ICAEW failed to ensure that a timely transfer of cases had been completed before the insolvency practitioner’s licence expired.

4.5 The insolvency practitioner concerned had failed to submit their monthly bonding cover schedules to the ICAEW since July 2019. The ICAEW was also notified by the insolvency practitioner’s bonding company in July 2019, that monthly premiums had not been paid for that month. The ICAEW proceeded to write to the insolvency practitioner on several occasions in order to address the issue, however no responses were received. As a result, the ICAEW notified the insolvency practitioner in September 2019 that they were at risk of having their licence removed by the ILC.

4.6 Notification of proposed regulatory action by the ICAEW did not elicit a response from the insolvency practitioner and it was not possible to confirm their whereabouts as mail was returned uncollected. Following this, the ICAEW spent time trying to locate the insolvency practitioner via Experian, a visit to the office premises, LinkedIn and other social media platforms to ensure that when action was taken, the insolvency practitioner could be served appropriately. The insolvency practitioner did not make an application to renew their licence by 31 December 2019 and the ICAEW referred the matter to its ILC for consideration at the next meeting on 5 February 2020. This was six weeks after the expiry of the practitioner’s licence. The ICAEW subsequently applied for and obtained a court order on 15 May 2020 that transferred all 105 of the insolvency practitioner’s cases to a successor practitioner.

4.7 Whilst this appears to be an isolated incident, the insolvency practitioner was office holder in 105 open insolvency cases at the time of the expiry of their licence. Given the circumstances, it is a serious concern that the ICAEW did not act sooner following the insolvency practitioner’s failure to submit their monthly cover schedules and pay monthly premiums to their bond provider. This, coupled with the delays in arranging a block transfer of cases to a new insolvency practitioner, meant that a number of estates were unprotected.

Monitoring of insolvency practitioner bonds

4.8 Upon any applications for a new licence, or renewal of an existing licence, the ICAEW takes steps to ensure that the insolvency practitioner has appropriate insurance cover in place on all their cases. This cover is known as the general penalty sum bond or enabling bond. No licence is issued without confirmation that this cover is in place.

4.9 In addition to the above, practitioners are also required to obtain cover on each individual case up to the estimated amount of the total assets and report this information by the 20th of each month. These monthly reports are known as cover schedules. In order to monitor monthly cover schedules, the ICAEW runs a report within seven days of the due date to check if any have not been received.

4.10 The ICAEW will issue up to two chaser emails if the cover schedules have not been submitted on time. If the insolvency practitioner does not provide their cover schedules even after having been chased, the matter will be referred to the ILC for non-compliance with a statutory duty and can result in a regulatory penalty.

4.11 Whilst this process is effective in ensuring that ICAEW does not have any current defaults, this approach was not followed in one case which is referred to at 4.5. Despite the insolvency practitioner not submitting their cover schedules from July 2019 to December 2019 when their licence expired, this specific matter was not reported to the ILC.

Recommendations - Authorisation of Insolvency practitioners

• The ICAEW should ensure that instances of an insolvency practitioner failing to submit their monthly cover schedules or paying their monthly bond premiums should be immediately referred to the ILC where there is no evidence of cooperation from the practitioner.
• When an insolvency practitioner has not made an application to renew their licence or has provided no information to indicate they will renew by the final deadline, the ICAEW should take immediate steps to establish a full case list and prepare an application to transfer their cases to a successor practitioner before the expiry of the licence.

Annex 1: Recommendations

The following recommendations are made for consideration by the ICAEW:

Monitoring

• The ICAEW should ensure that it clearly documents reasons for not selecting case types for review on a monitoring visit.
• Where the outcome of a visit requires a matter to be followed up, the ICAEW should be consistent in the evidence it seeks from insolvency practitioners before closing the visit.
• The ICAEW should notify the Insolvency Service of all regulatory penalties ordered against insolvency practitioners in line with the agreed reporting requirements, including those arising from monitoring visits.
• The ICAEW should ensure that it produces timely reports to the ILC in all relevant cases and promptly takes forward matters with insolvency practitioners in visits that require follow-up action.

Authorisations

• The ICAEW should ensure that instances of an insolvency practitioner failing to submit their monthly cover schedules or paying their monthly bond premiums should be immediately referred to the ILC where there is no evidence of cooperation from the practitioner.
• When an insolvency practitioner has not made an application to renew their licence or has provided no information to indicate they will renew by the final deadline, the ICAEW should take immediate steps to establish a full case list and prepare an application to transfer the cases to another insolvency practitioner before the expiry of the licence.

Annex 2: ICAEW Response to Recommendations

Recommendation

The ICAEW should ensure that it clearly documents reasons for not selecting case types for review on a monitoring visit.

ICAEW Response

This relates to two of 30 visits reviewed. Our process to date has been to document why we have selected certain case types for review. In future, and where relevant, we will document why we haven’t selected a particular case type.

Recommendation

Where the outcome of a visit requires a matter to be followed up, the ICAEW should be consistent in the evidence it seeks from insolvency practitioners before closing the visit.

ICAEW Response

While we regard this as a matter of judgement for our reviewers, and no one visit is the same as another, in future we will seek evidence of all matters requiring follow-up.

Recommendation

The ICAEW should notify the Insolvency Service of all regulatory penalties ordered against insolvency practitioners in line with the agreed reporting requirements, including those arising from monitoring visits.

ICAEW Response

This was an oversight and has now been addressed.

Recommendation

The ICAEW should ensure that it produces timely reports to the ILC in all relevant cases and promptly takes forward matters with insolvency practitioners in visits that require follow-up action.

ICAEW Response

While the delays in the three cases identified were unfortunate, they all occurred at particularly busy times for the ICAEW teams. Nevertheless, the teams have been reminded of the need for timely reporting and follow-up of all visits.

Recommendation

The ICAEW should ensure that instances of an insolvency practitioner failing to submit their monthly cover schedules or paying their monthly bond premiums should be immediately referred to the ILC where there is no evidence of cooperation from the practitioner.

ICAEW Response

In future such matters will be reported to the ILC on a timely basis.

Recommendation

When an insolvency practitioner has not made an application to renew their licence or has provided no information to indicate they will renew by the final deadline, the ICAEW should take immediate steps to establish a full case list and prepare an application to transfer the cases to another insolvency practitioner before the expiry of the licence.

ICAEW Response

This was a highly unusual case. New controls have been put in place to avoid such a matter being repeated.