Understanding the SCUML Act: A Comprehensive Guide for Nigerian Businesses and DNFI's

Understanding the SCUML Act: A Comprehensive Guide for Nigerian Businesses and DNFIs

In Nigeria's dynamic business landscape, compliance is not merely a buzzword; it's a cornerstone of sustainable growth, national security, and international credibility. For many businesses and professionals, navigating the intricate web of regulatory requirements can be daunting, but none is perhaps as critical in the fight against financial crime as the Special Control Unit Against Money Laundering (SCUML) Act. This legislation, and the body it empowers, plays a pivotal role in ensuring that Nigeria's financial ecosystem remains robust, transparent, and impervious to illicit financial flows.

Whether you're a seasoned entrepreneur, a budding startup founder, or a professional operating in sectors deemed susceptible to money laundering and terrorism financing, understanding your obligations under the SCUML Act is not optional – it’s imperative. Non-compliance carries severe penalties, ranging from hefty fines and imprisonment to the outright closure of businesses and irreparable damage to reputation. More importantly, active compliance contributes significantly to Nigeria's efforts to combat global financial crimes, fostering a safer and more secure environment for legitimate commerce.

This comprehensive guide, brought to you by CAC Register Nigeria, is designed to demystify the SCUML Act, providing Nigerian businesses and Designated Non-Financial Institutions (DNFIs) with a clear, actionable understanding of its provisions, registration requirements, and ongoing compliance obligations. We will delve into the legal framework, identify who falls under SCUML's purview, walk you through the registration process, and outline the critical steps needed to maintain compliance. Our goal is to empower you with the knowledge to not just avoid penalties, but to become a proactive participant in safeguarding Nigeria's economic integrity.

What is SCUML? The Special Control Unit Against Money Laundering

SCUML, an acronym for the Special Control Unit Against Money Laundering, is a unit established under the Economic and Financial Crimes Commission (EFCC) in Nigeria. Its primary mandate is to monitor, supervise, and regulate Designated Non-Financial Institutions (DNFIs) to ensure their compliance with Nigeria's anti-money laundering (AML) and combating the financing of terrorism (CFT) laws and regulations.

The establishment of SCUML was a direct response to international pressure and recommendations from global bodies like the Financial Action Task Force (FATF), which sets international standards to prevent illegal activities like money laundering and terrorist financing. Nigeria, as a member of the global financial community, is obligated to implement robust AML/CFT frameworks to prevent its financial system from being exploited by criminals. SCUML serves as the front-line agency for this critical task within the non-financial sector, complementing the efforts of other regulators like the Central Bank of Nigeria (CBN) which oversees financial institutions.

Essentially, SCUML acts as a regulatory watchdog, ensuring that businesses and professionals who are not traditionally classified as financial institutions but are susceptible to being used for illicit financial activities, adhere to strict guidelines. This oversight helps to detect, prevent, and report suspicious transactions, thereby cutting off the financial lifelines of criminals and terrorists.

The Legal Framework: SCUML Act and Related Legislations

SCUML derives its powers and operational mandate from a robust legal framework primarily spearheaded by the Money Laundering (Prevention and Prohibition) Act, 2022, and supported by other critical legislations. Understanding these foundational laws is crucial for any business or professional falling under SCUML's jurisdiction.

The Money Laundering (Prevention and Prohibition) Act, 2022 (MLPPA 2022)

This Act is the cornerstone of Nigeria's AML regime and significantly updated the previous 2011 Act. It provides the legal basis for identifying, preventing, and prosecuting money laundering activities. Key provisions of the MLPPA 2022 relevant to DNFIs include:

• Expanded Definition of Money Laundering: The Act broadens the scope of activities constituting money laundering, making it more comprehensive and aligned with international standards.
• Definition of DNFIs: It explicitly lists the categories of businesses and professions designated as DNFIs, bringing them under direct regulatory scrutiny.
• Reporting Obligations: It mandates DNFIs to report suspicious transactions (STRs) and currency transactions (CTRs) above specified thresholds to the Nigerian Financial Intelligence Unit (NFIU).
• Customer Due Diligence (CDD) and Know Your Customer (KYC): The Act places a strong emphasis on DNFIs to identify and verify their customers, understand the nature of their business relationships, and identify beneficial owners.
• Record-Keeping: DNFIs are required to maintain records of customer identification and transactions for a specified period (typically 5 years).
• Internal Controls: The Act encourages DNFIs to establish internal policies, procedures, and controls to prevent money laundering and terrorism financing, including appointing a compliance officer and conducting staff training.
• Penalties: It outlines severe penalties for individuals and corporate bodies that fail to comply with its provisions, including fines, imprisonment, and forfeiture of assets.

The Terrorism (Prevention and Prohibition) Act, 2022 (TPPA 2022)

While the MLPPA 2022 focuses on money laundering, the TPPA 2022 specifically targets the financing of terrorism. This Act complements the AML framework by providing mechanisms for identifying, freezing, and seizing assets linked to terrorism, and criminalizing various forms of terrorism financing. DNFIs have a responsibility under this Act to report any transactions or activities suspected to be linked to terrorism financing.

Relationship with Other Agencies

SCUML works in close collaboration with other critical agencies to achieve its mandate:

• Economic and Financial Crimes Commission (EFCC): SCUML is a unit within the EFCC, which is Nigeria's primary anti-graft agency responsible for investigating and prosecuting financial crimes.
• Nigerian Financial Intelligence Unit (NFIU): The NFIU is the central national agency responsible for receiving, analyzing, and disseminating financial intelligence reports (like STRs and CTRs) from all reporting institutions, including DNFIs. SCUML ensures DNFIs submit these reports to NFIU.
• Central Bank of Nigeria (CBN): While CBN regulates financial institutions, there is often collaboration and information sharing between CBN and SCUML, especially concerning cross-sectoral financial crime prevention.
• Corporate Affairs Commission (CAC): CAC, responsible for business registration, often requires SCUML certificates for certain business types, particularly for opening corporate bank accounts.

This comprehensive legal and institutional framework underscores Nigeria's commitment to fighting financial crime and highlights the critical role DNFIs play in this national effort.

Who is a Designated Non-Financial Institution (DNFI)?

The term "Designated Non-Financial Institution" (DNFI) is central to SCUML's operations. These are specific categories of businesses and professions that, while not traditional financial institutions like banks, are identified as being particularly vulnerable to being exploited for money laundering and terrorism financing activities. The Money Laundering (Prevention and Prohibition) Act, 2022, provides a clear and expanded list of entities that fall under this designation. It's crucial for businesses in these sectors to recognize their status and associated obligations.

According to the MLPPA 2022, DNFIs include, but are not limited to, the following:

• Dealers in Precious Stones and Metals: Businesses involved in the buying and selling of gold, silver, diamonds, rubies, and other valuable stones and metals. The high value and ease of transport of these items make them attractive for money launderers.
• Dealers in Jewellery: Similar to precious stones and metals, the jewellery sector is susceptible due to the high value of goods and potential for anonymous transactions.
• Dealers in Luxury Goods: This is a broad category that can include businesses dealing in luxury cars, yachts, high-end watches, designer clothing, and other expensive items that can be purchased to convert illicit funds into legitimate assets.
• Real Estate Developers and Agents: Individuals and companies involved in the purchase, sale, development, or brokering of real estate. Property transactions often involve large sums of money, making them a prime target for laundering criminal proceeds.
• Legal Practitioners (Lawyers/Solicitors): When they engage in financial transactions for their clients concerning:
  • Buying and selling of real estate.
  • Managing client money, securities, or other assets.
  • Management of bank, savings, or securities accounts.
  • Organization of contributions for the creation, operation, or management of companies.
  • Creation, operation, or management of legal persons or arrangements.
  • Buying and selling of business entities.

  It's important to note that their regular practice of law (e.g., litigation) is generally not covered, but specific financial facilitation activities are.

• Accountants and Auditors: When they prepare for or carry out transactions for a client concerning:
  • Buying and selling of real estate.
  • Managing client money, securities, or other assets.
  • Management of bank, savings, or securities accounts.
  • Organization of contributions for the creation, operation, or management of companies.
  • Creation, operation, or management of legal persons or arrangements.
  • Buying and selling of business entities.

  Similar to legal practitioners, their traditional auditing or tax preparation services are typically excluded, but financial facilitation services are not.

• Trust and Company Service Providers: These are entities that provide services such as forming companies or other legal persons, acting as a director or secretary of a company, providing a registered office, or acting as a trustee for an express trust. These services can be abused to create complex ownership structures to hide beneficial ownership.
• Non-Governmental Organizations (NGOs) and Not-for-Profit Organizations (NPOs): Due to their nature of receiving and disbursing funds, often across borders, NGOs and NPOs can be vulnerable to being exploited for terrorism financing or money laundering, particularly if their funding sources and expenditures are not transparent.
• Casinos and Other Gambling Businesses: The nature of gambling, involving large cash transactions and quick turnaround of funds, makes it highly susceptible to money laundering.
• Hotels and Hospitality Businesses: Large cash transactions, anonymous clientele, and the provision of various services make hotels a potential avenue for money laundering.
• Supermarkets and other large cash retailers: Businesses that frequently handle large sums of cash are also increasingly being scrutinised.
• Any other business or professional as may be designated by the Minister: This provision allows for the inclusion of new categories of DNFIs as new risks emerge, ensuring the framework remains adaptable.

If your business falls into any of these categories, you are legally required to register with SCUML and comply with all AML/CFT regulations. Failure to do so can lead to significant legal and financial repercussions.

Why is SCUML Registration and Compliance Crucial?

For any Nigerian business or professional operating within the DNFI categories, SCUML registration and ongoing compliance are not merely administrative hurdles; they are fundamental pillars of responsible business practice. The reasons for this criticality are manifold, encompassing legal, financial, operational, and reputational dimensions.

1. Legal Obligation and Avoidance of Penalties:

   The most immediate and compelling reason is legal compliance. The Money Laundering (Prevention and Prohibition) Act, 2022, explicitly mandates SCUML registration and adherence to AML/CFT guidelines for all DNFIs. Failure to comply can result in severe penalties, including:

   • Hefty Fines: Both individuals and corporate entities can face substantial monetary penalties.
   • Imprisonment: Key personnel, directors, or owners could face terms of imprisonment.
   • Forfeiture of Assets: Assets linked to non-compliant activities or illicit funds can be seized by the government.
   • Business Closure: In extreme cases, non-compliant businesses may be shut down by regulatory authorities.
   • Inability to Operate Bank Accounts: Many banks now require a valid SCUML certificate before opening or continuing corporate accounts for DNFIs, effectively crippling operations.
   • Difficulty in Obtaining Government Contracts: Compliance is often a prerequisite for engaging with government entities.
2. Reputational Risk Management:

   In today's interconnected world, a business's reputation is its most valuable asset. Being linked to money laundering or terrorism financing, even inadvertently, can severely damage a company's standing in the market. Non-compliance with SCUML regulations can lead to:

   • Loss of Customer Trust: Customers are increasingly discerning about the ethical practices of businesses they patronize.
   • Negative Public Perception: Media scrutiny and public backlash can be devastating.
   • Difficulty in Attracting Investors: Investors are wary of businesses with regulatory non-compliance issues, as it signals higher risk.
   • Damage to Brand Image: A tarnished reputation can take years, if not decades, to rebuild.
3. Contribution to National and Global Fight Against Financial Crime:

   Beyond self-interest, compliance with SCUML regulations positions your business as a responsible corporate citizen. By implementing robust AML/CFT measures, you actively contribute to:

   • Safeguarding National Security: Preventing funds from reaching terrorist organizations.
   • Promoting Economic Stability: Curbing illicit financial flows that distort economies.
   • Enhancing International Credibility: Nigeria's overall standing in the global financial community is bolstered when its institutions demonstrate strong AML/CFT compliance. This can facilitate international trade and investment.
   • Fostering a Transparent Business Environment: Creating a level playing field for legitimate businesses by rooting out criminal elements.
4. Facilitates Legitimate Business Operations:

   In a practical sense, SCUML registration and compliance often smooth the path for various business activities:

   • Bank Account Opening: As mentioned, many banks mandate SCUML certificates for DNFIs.
   • Access to Financial Services: Compliance ensures continued access to loans, credit, and other essential financial services.
   • Partnerships and Collaborations: Reputable partners and international collaborators will often conduct due diligence on your compliance status.

In essence, SCUML compliance is not merely about avoiding punishment; it's about building a resilient, trustworthy, and ethically sound business that contributes positively to the national economy and global financial integrity.

The SCUML Registration Process: A Step-by-Step Guide

Registering with SCUML is a mandatory process for all Designated Non-Financial Institutions (DNFIs) in Nigeria. The process has largely transitioned to an online platform, making it more accessible. Here's a step-by-step guide to help you navigate it:

Step 1: Determine Your Eligibility

Before you begin, confirm whether your business or profession falls under the DNFI categories as defined by the Money Laundering (Prevention and Prohibition) Act, 2022. Refer to the "Who is a Designated Non-Financial Institution (DNFI)?" section above. If your business type is listed, you are required to register.

Step 2: Gather Required Documents

Having all necessary documents ready before starting the online application will streamline the process. While specific requirements might vary slightly, the general list includes:

• Certificate of Incorporation/Registration: Issued by the Corporate Affairs Commission (CAC).
• Memorandum and Articles of Association (MEMART): For companies, detailing the company's objectives and rules.
• Form CAC 1.1 or CAC 7 (Particulars of Directors): Showing the details of the company's directors.
• Company Profile/Business Plan: A brief description of your business operations.
• Proof of Address: Utility bill (e.g., electricity bill, water bill) for the registered office address (not older than 3 months).
• Tax Identification Number (TIN): Issued by the Federal Inland Revenue Service (FIRS).
• Bank Verification Number (BVN): For each director and principal officer of the company.
• Means of Identification: Valid government-issued ID (National ID Card, International Passport, Driver's License, Voter's Card) for each director and signatory to the company's bank account.
• Professional Certificates/Licenses: If applicable (e.g., for legal practitioners, accountants, real estate agents), showing registration with their respective professional bodies.
• Reference Letter from a Bank: Some DNFIs may be required to provide a reference letter from their bankers.
• Partnership Deed/Business Name Registration: For partnerships or business names, as applicable.
• Trust Deed/Constitution: For NGOs and NPOs.

Step 3: Access the SCUML Online Portal

Visit the official SCUML website (scuml.efcc.gov.ng). Look for the "Register Here" or "Online Registration" link. You will typically need to create an account first if you don't already have one.

Step 4: Complete the Online Application Form

The online form will require you to input detailed information about your business, including:

• Company name, registration number, and date of incorporation.
• Registered address and contact details.
• Business type (select the appropriate DNFI category).
• Details of directors, shareholders, and principal officers (names, addresses, BVNs, etc.).
• Information about your business activities and services.
• Bank account details (sometimes required for verification).

Ensure all information is accurate and consistent with your submitted documents. Any discrepancies can lead to delays or rejection.

Step 5: Upload Required Documents

You will be prompted to upload scanned copies of all the documents gathered in Step 2. Ensure the documents are clear, legible, and in the specified format (usually PDF or JPEG) and within any size limits.

Step 6: Submit and Await Verification

After completing the form and uploading documents, review all entries carefully before final submission. Once submitted, SCUML will review your application. This verification process can take some time, ranging from a few days to several weeks, depending on the volume of applications and the complexity of your business structure. You may receive email updates on the status of your application.

Step 7: Issuance of SCUML Certificate

If your application is successful and all requirements are met, SCUML will issue a unique SCUML certificate. This certificate is typically issued electronically and can be downloaded from your online portal. It contains your SCUML registration number and confirms your compliance status.

Important Notes:

• No Application Fee: As of the last update, there is no direct fee charged by SCUML for the certificate itself. However, you might incur costs for professional assistance if you use consultants for the application process.
• Accuracy is Key: Inaccurate or incomplete information is the most common reason for delays or rejection. Double-check everything.
• Keep Records: Keep a copy of your submitted application and all uploaded documents for your records.
• Renewal: While the SCUML certificate itself does not have an explicit expiry date that requires renewal, DNFIs are expected to maintain continuous compliance with AML/CFT regulations and update SCUML on any significant changes to their business or ownership structure.

Completing the SCUML registration is a critical first step. The ongoing commitment to compliance is what truly protects your business.

Key Compliance Obligations for Registered DNFIs

Obtaining your SCUML certificate is just the beginning. The true essence of the SCUML Act lies in the ongoing compliance obligations that DNFIs must adhere to. These obligations are designed to create a robust internal control system that actively prevents, detects, and reports illicit financial activities. Consistent adherence to these requirements is paramount for avoiding penalties and contributing to the integrity of the financial system.

1. Customer Due Diligence (CDD) / Know Your Customer (KYC)

This is perhaps the most fundamental obligation. DNFIs must take reasonable steps to identify and verify the identity of their customers and, where applicable, the beneficial owners. This involves:

• Identification and Verification: Obtaining and verifying customer identification documents (e.g., valid government-issued IDs, utility bills, CAC documents for corporate entities).
• Beneficial Ownership: Identifying and verifying the natural persons who ultimately own or control a customer, and not just the legal entity. This is crucial for piercing through complex corporate structures used to hide true ownership.
• Understanding Business Relationship: Gaining an understanding of the purpose and intended nature of the business relationship.
• Ongoing Monitoring: Continuously monitoring the business relationship and transactions undertaken by the customer to ensure they are consistent with the DNFI's knowledge of the customer, their business, and risk profile.
• Enhanced Due Diligence (EDD): Applying more stringent measures for high-risk customers, transactions, or geographic locations. This includes politically exposed persons (PEPs), complex transactions, or clients from high-risk jurisdictions.

2. Record Keeping

DNFIs are mandated to maintain comprehensive records of customer identification data and transaction information. This includes:

• Customer Identification Records: Copies of all documents used for CDD/KYC.
• Transaction Records: Details of all financial and non-financial transactions, including the amounts, dates, parties involved, and nature of the transaction.
• Correspondence: Records of all correspondence with customers and relevant authorities.

These records must be kept for a minimum period of five (5) years after the business relationship ends or after the transaction is completed, and must be readily accessible for inspection by SCUML or other competent authorities.

3. Reporting Obligations

This is a critical aspect of AML/CFT efforts, where DNFIs serve as crucial eyes and ears for financial intelligence. All reports are to be made to the Nigerian Financial Intelligence Unit (NFIU):

• Suspicious Transaction Reports (STRs): DNFIs must promptly report any transaction (or attempted transaction) that gives rise to a reasonable suspicion that it may involve the proceeds of criminal activity or the financing of terrorism, regardless of the amount. This includes transactions that are unusual, inconsistent with the customer's profile, or appear to lack economic justification.
• Currency Transaction Reports (CTRs): DNFIs are required to report cash transactions (or series of transactions) exceeding specific thresholds as defined by the NFIU and MLPPA 2022. For individuals, the threshold is often N5 million, and for corporate bodies, N10 million. These thresholds can be updated, so DNFIs must stay informed.
• Timeliness: Reports must be filed within specific timelines (e.g., within 7 working days for STRs after the suspicion arises, or as otherwise stipulated).
• No Tipping-Off: It is illegal to inform the customer or any third party that an STR or related information is being reported to the NFIU.

4. Internal Controls and Compliance Framework

To effectively manage AML/CFT risks, DNFIs must establish robust internal controls, including:

• Appointment of a Compliance Officer: A designated individual responsible for overseeing the DNFI's AML/CFT compliance program, reporting to senior management, and acting as a liaison with SCUML and NFIU.
• Development of AML/CFT Policies and Procedures: Written policies and procedures tailored to the DNFI's specific risks, outlining how it will meet its obligations regarding CDD, record-keeping, reporting, and internal controls.
• Staff Training: Regular and ongoing training for all relevant employees on AML/CFT laws, the DNFI's internal policies, and how to identify and report suspicious activities.
• Independent Audit Function: Periodically reviewing the effectiveness of the DNFI's AML/CFT program by an independent party (internal or external).

5. Risk Assessment

DNFIs are expected to conduct regular, comprehensive risk assessments to identify and evaluate their specific money laundering and terrorism financing risks. This involves considering factors such as:

• Customer types (e.g., high-net-worth individuals, PEPs).
• Products and services offered.
• Geographic locations of operations and customers.
• Delivery channels (e.g., online, in-person).

Based on this assessment, DNFIs should implement proportionate mitigation measures to address the identified risks.

Adhering to these compliance obligations is a continuous process that requires vigilance, robust internal systems, and a commitment from all levels of the organization. It's not just about meeting regulatory requirements; it's about embedding a culture of integrity and risk awareness within your business operations.

Penalties for Non-Compliance

The Money Laundering (Prevention and Prohibition) Act, 2022, is explicit about the consequences of failing to comply with its provisions. These penalties are severe and are designed to deter non-compliance, underscore the seriousness of money laundering and terrorism financing, and maintain the integrity of Nigeria's financial system. Businesses and individuals found to be in breach of the Act face a range of sanctions, which can be administrative, civil, or criminal.

For Corporate Bodies (DNFIs):

• Monetary Fines: Significant financial penalties can be imposed, often running into millions of Naira, depending on the severity and nature of the infraction.
• Business Closure/Suspension: Regulatory authorities, including SCUML and the EFCC, have the power to order the temporary suspension or permanent closure of non-compliant businesses.
• Forfeiture of Assets: Any property or assets linked to money laundering or terrorism financing activities, or acquired through non-compliant operations, can be forfeited to the Federal Government.
• Inability to Operate Bank Accounts: Banks are often instructed by regulators to freeze or close accounts of non-compliant DNFIs, effectively crippling their operations.
• Loss of Licenses/Permits: Professional bodies or licensing authorities may revoke or suspend the licenses of DNFIs or professionals found to be non-compliant.
• Reputational Damage: Public exposure of non-compliance can severely damage a business's reputation, leading to loss of customer trust, investor confidence, and difficulty in securing future partnerships.

For Individuals (Directors, Officers, Employees):

• Imprisonment: Individuals found guilty of money laundering, terrorism financing, or aiding and abetting such crimes, or even failing to report suspicious transactions, can face lengthy terms of imprisonment.
• Personal Fines: Directors and principal officers can be held personally liable and face substantial fines in addition to those imposed on the corporate entity.
• Professional Disbarment/Sanctions: Professionals like lawyers and accountants may be disbarred or face disciplinary actions from their respective professional bodies.
• Travel Restrictions: Individuals involved in serious financial crimes may be placed on watchlists, leading to travel bans.
• Asset Forfeiture: Personal assets linked to illicit activities can also be forfeited.

Specific Examples of Non-Compliance and Penalties:

• Failure to Register with SCUML: Businesses operating as DNFIs without valid SCUML registration are operating illegally and are subject to the full range of penalties.
• Failure to Conduct CDD/KYC: If a DNFI is found to have facilitated a transaction for an unknown or unverified customer that turns out to be illicit, the DNFI and its officers can be held liable.
• Failure to Report Suspicious Transactions (STRs): Non-reporting or delayed reporting of suspicious activities can lead to fines and imprisonment.
• Tipping-Off: Informing a customer or third party about an STR can result in severe criminal charges.

The severity of these penalties underscores the government's zero-tolerance stance on financial crime. For DNFIs, proactive compliance is not just good practice; it's a fundamental requirement for legal and sustainable operation in Nigeria.

Conclusion

The fight against money laundering and terrorism financing is a continuous, evolving battle, and Nigeria, through the SCUML Act and its implementing body, is committed to playing its part effectively. For Nigerian businesses and Designated Non-Financial Institutions (DNFIs), understanding and adhering to the SCUML Act is no longer a peripheral concern but a core aspect of their operational framework.

This comprehensive guide has illuminated the critical aspects of SCUML – from its foundational legal framework in the Money Laundering (Prevention and Prohibition) Act, 2022, to the precise identification of DNFIs, the step-by-step registration process, and the ongoing, rigorous compliance obligations. We've also highlighted the significant and far-reaching penalties for non-compliance, which can impact a business's finances, reputation, and even the personal liberty of its key personnel.

Beyond avoiding punitive measures, proactive compliance with SCUML regulations positions your business as a responsible, ethical, and credible entity. It fosters trust with customers and partners, facilitates smoother access to financial services, and crucially, contributes to the broader national and international effort to combat financial crime. By preventing illicit funds from permeating our economy, DNFIs play a vital role in safeguarding Nigeria's economic stability and national security.

As the regulatory landscape continues to evolve, staying informed and ensuring your business practices align with the latest AML/CFT standards is paramount. If you are a DNFI, take the necessary steps today to verify your SCUML registration, review your internal compliance protocols, and provide adequate training to your staff. For those yet to register, the time to act is now.

At CAC Register Nigeria, we are dedicated to simplifying regulatory compliance for businesses across Nigeria. We encourage you to leverage the information provided in this guide and seek professional assistance where necessary to ensure your business remains compliant, secure, and poised for sustainable growth in a transparent and integrity-driven economy.