APPENDIX 1
Memorandum submitted by the Parliamentary Commissioner
for Standards
Complaints against Mr Geoffrey Robinson
1. Mr David Heathcoat-Amory wrote to me on 19 February
1998 alleging that Mr Geoffrey Robinson had a remunerated directorship
from 1984 which he failed to declare in the Register of Members'
Interests until 1987. In support of his allegation, he supplied
extracts from the accounts of Swiss EDM Ltd and, from 1986, of
Agie UK Ltd to which the company had, by then, changed its name.
Mr Heathcoat-Amory's letter is at Annex A.
2. Further to that complaint, Mr Peter Lilley wrote
to me on 27 February 1998 alleging that the accounts of Agie UK
Ltd listed a number of other directorships held by Mr Robinson,
several of which had direct links with the late Robert Maxwell,
which he had also failed to register. These were:
| 1988 | — | Hollis PLC
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| | | Central and Sheerwood PLC
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| 1989 | — | Central and Sheerwood PLC
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| | | Hollis Industries PLC
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| | | Pergamon AGB PLC
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| 1990 | — | Central and Sheerwood PLC
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| | | Hollis Industries PLC
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| | | Holcombe Holdings PLC
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Mr Lilley's letter is at Annex B.
3. Mr Robinson provided me with comments on these allegations,
together with a schedule of directorships prepared by his accountants,
Wilder Coe, in his letter of 3 March (Annex C). This indicated
that he had been remunerated by Swiss EDM/Agie UK Ltd, Transfer
Technology Ltd/TransTec, Central and Sheerwood and the Kleinwort
Smaller Companies Investment Trust.
4. Mr Robinson acknowledged that his chairmanship of
Swiss EDM/Agie UK Ltd should have been registered in 1983. When
he became aware of the omission in 1987, he corrected it. He
thought his registration entries were accurate in all other respects.
5. Although the schedule from Wilder Coe went wider than
the subject of the two complaints, it suggested that there may
have been a similar delay in registering a remunerated directorship
with Transfer Technology Ltd/TransTec. I therefore sought Mr
Robinson's comments on this in a letter dated 4 March.
6. Since the analysis from Wilder Coe could not necessarily
be seen as direct evidence, I also obtained records from Companies
House relating to all the companies mentioned. These raised a
number of questions concerning, in particular, Pergamon (formerly
Hollis PLC); Central and Sheerwood PLC; and Hollis Industries
PLC. The latter was also drawn to my attention in a further letter
from Mr Heathcoat-Amory dated 13 May (Annex D). In some
of these cases Mr Robinson was a director, not the chairman, and
his remuneration (if any) was not shown separately in the accounts.
7. In response to my inquiries Mr Robinson told me in
early March that some of the companies involved were in liquidation
and that he would only be able to supply me with a full response
once his advisers had identified relevant documents in the hands
of the liquidators. He subsequently told me that this was proving
more difficult than expected.
8. During this period I reported the position regularly
to the Committee who were anxious to have a full response from
Mr Robinson so that the allegations might be examined in proper
context. However, at their meeting on 2 June, the Committee concluded
that the matter should no longer be postponed. The Committee
therefore asked me to produce a report on those matters which
could be settled relatively quickly. In practice, I am now able
to provide substantive comments on all the allegations. Since
these are all matters of registration, Mr Robinson's entries in
the published Registers from 1982 onwards are shown at Annex
E.
SWISS EDM /AGIE
UK LTD
9. Mr Robinson has confirmed that he was the paid chairman
of this company between 1984 and 1988. The published accounts
indicate that the Chairman's remuneration, excluding pension contributions,
was at the following levels.
| 1984 | £25,800 |
| 1985 | £50,750 |
| 1986 | £16,811 |
| 1987 | £17,269 |
| 1988 | £21,206 |
10. Under the rules of the House, paid directorships have
been registrable since 1974. In his letter to me of 3 March Mr
Robinson acknowledged that, although his period as non-executive
chairman of this company was a matter of public record, he should
have registered his interest when he first took up the appointment
in 1983; his failure to do so was due to an administrative error
for which he apologised but when he became aware of the omission
in 1987, he had corrected it.
11. Mr Robinson first informed the then Registrar of his interest
in a letter dated 23 March 1987 (Annex F). That letter
did not indicate that this was a delayed registration.
TRANSFER TECHNOLOGY
LTD/TRANSTEC
12. In his letter to me of 3 March Mr Robinson expressed the
belief that his registrations had been accurate in all other respects.
However, the schedule accompanying his letter suggested that
there may have been a similar delay in registering his remunerated
directorship with Transfer Technology Ltd/TransTec. Although
this company did not feature in the original complaints I took
the view that the Committee would expect me to seek an explanation.
13. Mr Robinson was paid chairman of the company from 1987/88
to 1996/97. The published accounts indicate that the chairman's
remuneration, excluding pension contributions, in the early years
was as follows:
| 1987 | £ 2,675 |
| 1988 | £32,100 |
| 1989 | £32,000 |
| 1990 | £42,000 |
Mr Robinson's directorship in the company was first registered
in early 1991, although he had registered his shareholding in
the company since 1982.
14. Mr Robinson has explained the apparent delay in registering
his directorship in his letter to me of 18 June, with which he
enclosed his own annotated copy of his exchange with the then
Registrar (Annex G). He maintains that, having mentioned
his directorship to the Registrar in February 1989, it was agreed
in discussion that an entry was not required at that time. His
reason for this was that although remuneration, after deduction
of tax and National Insurance, was credited to him for the period
from 1987 to 1990, it was not paid but was loaned back to the
company, which he virtually owned.
15. I have discussed the matter with the then Registrar.
At this distance it would be unfair to place too much weight on
memory. He suspects, however, that he understood at the time
that since no payment had been received, the position was therefore
unremunerated. Had he appreciated that the position was remunerated,
but that the remuneration had been re-lent to the company, he
would have advised registration. This is also my view and that
of the present Registrar.
HOLLIS INDUSTRIES
PLC
16. Mr Robinson has confirmed that he was Chairman of Hollis
Industries PLC, a subsidiary of Pergamon Group PLC, during the
18 month period of the accounts ended 30 June 1990. Mr Lilley
and Mr Heathcoat-Amory allege that this was a directorship which
should have been registered and they supported their allegation
by reference to the published accounts which provided for Chairman's
emoluments of £200,000.
17. The relevant extracts from the published accounts are
at Annex H. Pages 1-3 are the Directors' Report showing
that Mr Robinson was the Chairman and that the accounts were signed
by the Secretary on behalf of the Board. Page 4 is the opinion
of the Auditors, Coopers and Lybrand Deloitte. Page 14 shows
the provision for the Chairman's emoluments.
18. Mr Robinson has repeatedly told me that he did not, in
fact, receive payment for this position and the delay in reaching
a conclusion on this matter has been occasioned by the need to
allow him the opportunity of assembling evidence to support this
contention.
19. He has now supplied me with
— a copy of a letter of 10 June from Coopers and
Lybrand, together with an annotated Inter-Office Memorandum from
their audit papers
— a letter of 12 June from Mr Michael Stoney, a former
non-executive Director of Hollis Industries at the time.
These papers are at Annex I.
20. From these papers, the case against the allegations can
be summarised as follows:
(i) Mr Robinson has denied receiving payment and is prepared
to have his personal bank statements examined to show that no
payment passed into his accounts.
(ii) The accounts of the company were qualified at the time
by the auditors on the grounds that, until January 1990, the accounting
records were not sufficient to enable them fully to verify the
profit and loss account and the statement of source and application
of funds.
(iii) Coopers and Lybrand have confirmed that they were informed
(probably in late November 1990) that the remuneration had not
been paid; and they had no other evidence from which they could
now determine whether or not a payment was made subsequently.
(iv) Mr Stoney was the non-executive Director of the company
who requested the then Financial Controller of Hollis to make
provision in the accounts for a £200,000 management fee,
payable to the Chairman. At Mr Robinson's request, Mr Stoney
has examined the files held by Arthur Andersen, the administrators.
He found no trace of any remuneration having been made to Mr
Robinson and concluded "I am satisfied that you never received
the £200,000 from Hollis Industries PLC, despite the entry
in the account".
(v) This also accords with the analysis produced by Mr Robinson's
accountants, Wilder Coe (Annex C).
OTHER COMPANIES
21. Mr Lilley's letter of 27 February referred to four other
companies:
From the published accounts the position on these seems to be
as follows:
HOLLIS PLC
22. Mr Robinson was appointed a director on 22 April 1988
and resigned on 2 March 1990. The company changed its name to
Pergamon Professional and Financial Services PLC in July 1988
and to Pergamon AGB PLC in October 1988.
23. The accounts for 1988 show 21 Directors and this number
is accounted for under the section on 'Directors Emoluments'.
However, 10 of the Directors are shown in the bracket £0-£5000
and Mr Robinson has told me that he was unpaid. I have no reason
to doubt it.
CENTRAL AND
SHEERWOOD PLC
24. Mr Robinson was appointed a Director on 29 July 1987 and
resigned on 6 May 1997. The company changed its name to TransTec
PLC in May 1991.
25. The accounts for 1988, 1989 and 1990 show, variously,
six or seven directors. With one or two exceptions they were
listed under remuneration in the bracket £0-£5000.
Mr Robinson tells me he was unpaid and I have no reason to doubt
it. He did, in fact, receive a one-off consultancy fee from the
company in 1991 and this was properly declared in the update to
the Register.
PERGAMON AGB PLC
26. This was the same company as Hollis PLC (see paragraphs
22-23 above).
HOLCOMBE HOLDINGS
PLC
27. This company was part of the Central and Sheerwood Group.
Mr Robinson was the Chairman in 1989 and 1990 but the accounts
indicate that it was an unpaid position.
CONCLUSIONS
28. My conclusions are as follows:
(i) Mr Heathcoat-Amory's allegation that Mr Robinson failed
to register a paid directorship in Swiss EDM/Agie UK Ltd between
1984 and 1987 should be upheld. Mr Robinson has apologised for
this omission which he attributed to an administrative error.
He corrected the error in 1987.
(ii) It has emerged during this inquiry that Mr Robinson also
omitted to register a directorship in Transfer Technology Ltd/TransTec
between 1987 and 1990. Mr Robinson believed he had the agreement
of the then Registrar to this action, since the remuneration was
not drawn from the company. However, I believe this was a misunderstanding.
In my view there were effectively two transactions - receipt
of remuneration and lending it back to his own company, presumably
with some expectation of repayment. In my view, this remained
an interest as Director which should have been registered. It
is, however, fair to point out that Mr Robinson did not conceal
his interest - having registered his shareholding in the company
since 1982.
(iii) In the case of Hollis Industries PLC, an apparently
straightforward transaction turned out to be nothing of the kind.
Although there can be no certainty on this matter, on the evidence
I have seen I think the likelihood is that Mr Robinson did not
receive payment of £200,000 and that the published accounts
are in error. Certainly there is insufficient evidence on which
to reach a contrary decision.
(iv) I have seen no evidence to suggest that Mr Robinson failed
to register paid directorships in
— Hollis PLC
— Central and Sheerwood
— Pergamon AGB PLC
— Holcombe Holdings PLC.
22 June 1998
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