Privatisation and outsourcing: beware ‘delusional’ directors, blind auditors and absent regulators

“Frank Field, chairman of the Work and Pensions Committee, said: “A board of directors too busy stuffing their mouths with gold to show any concern for the welfare of their workforce or their pensioners.”

For a longer and even more critical report published after this article, see:

“The directors of Carillion should be formally investigated after overseeing a “rotten corporate culture” and may warrant disqualification from holding boardoom roles in the future, a House of Commons inquiry has concluded.

A damning 101-page report into the collapse of the public services contractor, undertaken by the joint business and work and pensions select committees, has identified failings by regulators, the accountancy firms KMPG and Deloitte and the government, as well as the company’s directors.

The government called the Official Receiver into Carillion four months ago after banks and investors refused to support the group, which had annual turnover of £5 billion and 43,000 employees. It collapsed with £2.6 billion of pension liabilities and about £2 billion of debts with suppliers and lenders. Its demise left serious issues over the delivery of maintenance, catering and cleaning contracts in schools, hospitals and military bases.

The company blamed its financial crisis on failing construction contracts, including those to build hospitals in the West Midlands and on Merseyside, a new motorway in Scotland and developments in Doha ahead of the 2022 World Cup finals in Qatar.

The MPs’ report recommends that:

•The Insolvency Service investigate “potential breaches of duties under the Companies Act” and claims of “wrongful trading” that could lead to “action for disqualification as a director”;

•The intervention powers of the Financial Reporting Council should be beefed up and its remit be extended to company directors that are not accountants;

•The Competition and Markets Authority should investigate the Big Four accountancy firms and consider that they be broken up;

•The Prompt Payment Code for suppliers should be reviewed after Carillion’s flagrant abuse of it;

•The “Crown representative” system used to oversee large public services contractors should be reviewed after it appeared to pick up no warning signals about Carillion’s financial crisis;

•The leadership of The Pensions Regulator should be is shaken up to make sure that it takes “harsher sanctions” against companies such as Carillion that fail to properly fund their retirement schemes.

The damning report will cast a shadow on the careers of the grandees on the Carillion board: Philip Green, the former United Utilities and P&O boss who was chairman; and Keith Cochrane, the former chief executive of Weir Group who was Carillion’s senior independent director.

There were criticisms, too, of Alison Horner, Tesco’s head of personnel, over her role as chairwoman of Carillion’s executive pay committee. Senior executives Richard Howson, Richard Adam and Zafar Khan were all sharply criticised.

Mr Green, who is called “delusional” in the report, criticised the MPs’ inquiry. “The report fails to understand and accurately reflect the true, more complex picture of events,” he said.”

Source: The Times (pay wall)

Who audits the internal auditor’s external auditor?

“The auditor of wine retailer and supplier Conviviality could face questions over its role in the company’s collapse.

The Financial Reporting Council (FRC) confirmed to City A.M. that it was “looking closely at the reported accounting issues at Conviviality”.

“If the relevant threshold tests are met in relation to accountants at the company and/or its auditors a formal investigation may be opened,” a spokesperson said.

This follows two profit warnings from Conviviality last month which it said had stemmed from accounting errors.

The first was blamed on an arithmetical mistake, while the second related to an unpaid tax bill.

The company ceased trading on London’s junior market prior to the second announcement, and scrambled to form a rescue plan as its cashflow was hit.

After unsuccessful attempts to save the company with a fundraising backed by drinks giant AB InBev, the company appointed administrators early this month.

Its direct business Matthew Clark Bibendum was sold to Magners Cider owner C&C, while its retail arm which includes Bargain Booze and Wine Rack was sold to Bestway for £7.5m.

Chief executive Diana Hunter stepped down in the midst of the scandal, but she and other board members have faced criticism for a fast-paced acquisition-focused strategy.

The FRC has the power to fine auditors it finds to be substandard, though its powers are set to be reviewed by the government following concern that the bar for misconduct is set too high.”

Carillion auditors paid £40m to provide apparently “false reassurance to investors” says Parliamentary Committee

The auditors rely on calling Carillion’s dicey contracts “optimistic”!!!

“The £40 million that KPMG and Deloitte were paid as the external and internal auditors of Carillion respectively has been described as a “colossal waste of money” by MPs.

At a testy hearing of the work and pensions and business joint select committee, the reputations of audit partners at the two international accountancy firms were shredded as incredulous MPs wondered why they had not dug deeper when alarm bells seemed to be ringing around the construction contractor.

MPs heard evidence from Michelle Hinchliffe, head of audit at KPMG, Peter Meehan, the KPMG partner who audited Carillion, and Michael Jones, who led Deloitte’s internal audit service at the contractor. KPMG was paid £29 million over 19 years by Carillion, and Deloitte £11 million over an unknown period. Rachel Reeves, co-chairwoman of the committee, said: “These audits appear to be a colossal waste of time and money, fit only to provide false assurance to investors, workers and the public.”

Ms Reeves criticised Mr Meehan and Mr Jones after their respective admissions that Mr Meehan had failed to visit at-risk Carillion projects and Deloitte had missed quarterly meetings with the Carillion board’s audit committee.

“Carillion staff and investors could see the problems at the company but those responsible — auditors, regulators, and, ultimately, the directors — did nothing to stop Carillion being driven off a cliff,” she said.

Mr Meehan told MPs that for the 2014 and 2015 audits he had visited the construction project in Qatar that the former chief executive Richard Howson blamed for Carillion’s collapse. Mr Meehan did not make any subsequent visits despite knowing of the importance of the contract. Carillion claimed that it was left with £200 million of unpaid bills in Qatar. Mr Meehan repeatedly stated that despite Mr Howson’s assertions, the Qatar contract had only become a serious issue in the months after the 2016 accounts were signed off in March last year and leading up to the major profit warning of last July, which laid bare the crisis at Carillion. The auditor conceded that Qatar had been flagged as an “amber warning” at a meeting in the February before the sign-off of those accounts.

On another contract, the £350 million construction of the Royal Liverpool Hospital, Mr Meehan admitted that although he had been on previous fact-finding site visits, he had not returned despite internal revelations of major on-site issues in November 2016. He finally made a visit to the hospital last month, four days before Carillion went bust. He contested claims that Carillion’s accounting had become aggressive but said that he had told Carillion board directors that their accounting on some of the “riskier contracts” had become “optimistic”. His concerns were overruled. Despite this, he said he remained happy to sign off the accounts.

Mr Meehan said he had become aware of the enormity of the issues in Qatar in May last year, at which point “we knew a writedown was coming”.

That writedown and those on Royal Liverpool, the Midland Metropolitan in Birmingham and the £700 million Aberdeen bypass were taken on July 10, at which point Mr Howson was removed from his post. Mr Meehan said a review of contracts at that point found that in previous internal reviews, managers had been more pessimistic about the likely outcome for the contracts than the position that was reported.

The auditor said confusion was such in the Carillion boardroom that on the night before the July profit warning, directors were debating whether the writedown should be £695 million or £845 million.”

Source: The Times (pay wall)

Accountants accused of “feasting on Carillion carcass”

“MPs have accused the “big four” accountancy firms of “feasting on what was soon to become a carcass” as it emerged they banked £72m for work linked to collapsed government contractor Carillion in the years leading up to its financial failure.

Less than a fortnight before Carillion’s auditor KPMG is due to face questions from MPs on two select committees, the accountant and rivals Deloitte, EY and PricewaterhouseCoopers (PwC) submitted evidence to the inquiry.

Responses to questions from the committees revealed that the quartet of firms issued bills worth £71.6m over 10 years from 2008 for work for Carillion, its pension scheme and its government contracts.

Details of accountants’ fees emerged as more than 4,400 former Carillion staff working in prison maintenance, as well as catering and cleaning on military bases were told that they will keep their jobs.

The total number of jobs saved has now reached 6,668, more than a third of Carillion’s 19,500-strong workforce. But nearly 1,000 people have already been made redundant, while a further 11,800 staff still face an uncerttain conditions….”

PFI company? Don’t bother with pensions for workers – put directors first

“Carillion “wriggled out” of payments into its company pension schemes as its troubles grew, while it carried on paying shareholder dividends and bosses’ bonuses, say MPs.

The Work and Pensions Committee is questioning the way pension investments were managed at the collapsed outsourcing giant.

The schemes overall are in deficit.

But last year contributions to the pension funds were deferred until 2019, to help shore up the firm’s finances.

The committee has published a letter from Robin Ellison, chairman of trustees of Carillion’s pension scheme, giving an account of the last few years and suggesting they have been left with a funding shortfall of around £990m.

The letter shows that pension trustees were “kept in the dark” about the state of Carillion’s finances until late last year, the committee argues, and that dividends and bonuses were paid out at the expense of pension fund contributions.

On Monday, the Financial Reporting Council, the UK’s accountancy watchdog, said it would launch an investigation into KPMG’s audit of Carillion’s financial results between 2014 and 2016 as well as the work it carried out during 2017.

The FRC said the probe would “consider whether the auditor has breached any relevant requirements, in particular the ethical and technical standards for auditors”.

It will examine KPMG’s audit work on areas including estimates and recognition of revenue on significant contracts and accounting for pensions.

KPMG said it believed that “we conducted our role as Carillion’s auditor appropriately and responsibly”, adding that it would co-operate fully with the FRC’s investigation.” …

EDDC Audit and Governance: new auditors find much to comment on

A little late, as the meeting is tomorrow, but anyone with a spare couple of hours (!) might want to spend it poring over the agenda of the Audit and Governance Committee.

A rather thorough going over after their appointment as auditors has seen KPMG out EDDC under the microscope.

Too many to list here, it has identified numerous financial and procedural weaknesses.

For quick reference the agenda is here:

and Owl found the following pages most interesting:

Pages 84-88 detailing financial weaknesses

Page 103 on weaknesses in contract Standing Orders and procurement procedures

Appendix A Risk Review – page 86

which contains this intriguing comment:

Risk: [Identified as medium BOLD type is Owl’s]

Incapacitation of all staff for protracted period re Elections

In the event that all election staff were absent for a prolonged period the Council would fail to complete the canvass, fail to publish a revised register and fail to produce accurate data and registers for elections. In the event that the Electoral Services Officer/Manager was absent for a prolonged period it is unlikely that existing staff resources would accept managerial responsibilities.”

and finally – another coruscating reminder of the Section 106 scandal

Knowle site value plummets to £3.22 – £6.8 million depending on affordable housing requirement

It is interesting that all scenarios put to the Scrutiny, Audit and Governance and Overview Committee take no account of depreciation on the Honiton HQ.

The committees might want to request the attendance of internal and current external auditors KPMG at their joint meeting, as the relocation finance paper was, for some reason, compiled by former external auditors Grant Thornton.
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