Blackrock accuses Carillion bosses of greed ahead of company’s collapse
Investors raised concerns over remuneration as well as the shortcomings of auditors and non executive directors.
Executives at collapsed construction giant Carillion were more concerned with awarding themselves bumper payouts as the company headed for disaster, according to the world’s biggest investor, Blackrock.
Blackrock was among a trio of former Carillion shareholders quizzed by MPs from the Business and Pensions Committees on Wednesday, who raised concerns not only over remuneration but the shortcomings of auditors and directors who failed to unearth accounting failings or challenge its management.
Definitely too much focus at the board level around remuneration. Blackrock managing director Amra Balic
Blackrock managing director Amra Balic told the Committees that it became clear during its most recent conversation with Carillion board members that greater attention was being paid to their wallets than to the deterioration of the business.
“It seems that the board was focusing more, thinking again how to remunerate executives rather than actually what was going on at the business.
“Definitely too much focus at the board level around remuneration.”
The comments, which reference Blackrock’s engagement with Carillion in 2017, come after anger over pay packets for a string of top bosses at the collapsed construction giant.
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Richard Howson, who headed the company from 2012 until July 2017, pocketed £1.5 million in 2016, which included a £122,612 cash bonus and £231,000 in pension contributions.
As part of his departure deal, Carillion had agreed to continue paying him a £660,000 salary and £28,000 in benefits until October 2018.
Similar deals were struck for former finance chief Zafar Khan and interim chief executive Keith Cochrane.
Aberdeen Standard Investments sold off its own holding in the now failed outsourcing firm between 2015 and 2017, having owned a stake as high as 12%.
The firm’s global head of stewardship and ESG investing Euan Stirling said they met with Carillion management 13 times, but the company was not willing to change direction.
“What became clear to us was that the company was going to continue on its strategy despite our questioning of that. And that strategy, as I mentioned, was leading to higher debt levels, higher risk profile, greater complexity within the group which was also a warning signal to us.”
But the quick descent of Carillion’s market value over 2017 – following a string of profit warnings – actually benefited some Blackrock clients who held short positions in the firm, meaning they benefited as the share price fell.
I don’t think that any of us believed that liquidation was inevitable until the evening of the 14th of January. EY partner Alan Bloom
It resulted in gains of around £36 million for those clients, though Blackrock stressed that the firm held both short and long positions in Carillion.
During the hearing Murdo Murchison, chairman of investment firm Kiltearn Partners, questioned the work of Carillion’s auditors and said non-executive board members should have challenged management.
“I’m concerned about the role of non-executive directors because in those particular situations it’s not clear to me that they were able to exercise any effective check … on the executive management team. I would be surprised if they were hoodwinked as much as anybody else (but) I think that’s a serious issue.
He said he was “unhappy” with both the level and timing of disclosures from Carillion management and said he was “extremely frustrated with the audit performance”.
“Those closest (to the situation) don’t seem to have any liability … one of the things I would look at much more closely is the tenure of auditors,” he said, noting that KPMG had been auditors for Carillion since 1999.
Carillion’s liquidation left in its wake a £900 million debt pile, a £590 million pension deficit and hundreds of millions of pounds in unfinished public contracts.
Staff from EY – who were called in to draft a restructuring plan from mid-2017 – were slammed by MPs for taking a £2.9 million payment just days before Carillion collapsed.
However, EY partner and former UK restructuring leader Alan Bloom said the company’s eventual fate was not apparent before its collapse.
“I don’t think that any of us believed that liquidation was inevitable until the evening of the 14th of January.”