Author: Alia Shoain
In a series of meetings the joint parliamentary committee grilled Carillion directors, pension regulators and KPMG and Deloitte auditors on accounting methods, problem contracts, and oversights. This is the story so far.
In a series of scathing joint committee sessions MPs took to task Carillion directors, pension regulators and KPMG and Deloitte auditors– grilling them on missed red flags, aggressive accounting and the pension deficit reaching nearly £1bn.
In a joint statement after the session probing Carillion directors, committee co-chairs Rachel Reeves and Frank Field said: “This morning, a series of delusional characters maintained that everything was hunky dory until it all went suddenly and unforeseeably wrong.”
Reeves asked former CFO Zafar Khan if he had been “asleep at the wheel” for remaining oblivious to Carillion’s mounting financial issues.
This was a similar theme in the session interviewing Carillion’s auditors, as KPMG were grilled over why they had signed off on Carillion’s 2016 accounts on 31 March 2017, just months before the construction company issued its first profit warning in July and announced a £845m write-down in the value of its contracts. Just six months later the company was insolvent, collapsing with only £29m left in cash and over £1.3bn in debt.
In a post-hearing statement, Field said: “I fear it is not only Carillion that is built on sand: it is our whole system of corporate accountability.”
Missed red flags
At the crux of the committee’s line of questioning to the auditors was how the assessment of Carillion’s accounts was able to change so drastically between March and July.
MPs brought questions to Michelle Hinchcliffe, head of audit at KPMG, Peter Meehan, Carillion’s external auditor from KPMG, and Michael Jones, Carillion’s internal auditor from Deloitte.
Meehan attributed this dramatic re-assessment to the complex nature of the contracts, the wide number of judgments needed to be made and a range of developments that transpired between the March 2017 accounts sign-off and the July profit warning.
MPs expressed incredulity that KPMG saw no red flags prior to March, particularly in relation to several problem contracts in which debt was mounting. Meehan said that he was aware the company had its challenges but he believed it “had the reserves to deal with those challenges.”
Further red flags included the fact that Carillion stock was the most shorted on the stock market, which auditors confirmed they were aware of at the time, and that key investors such as Kiltearn and Standard Life Aberdeen (SLA) had begun divesting as early as 2015.
SLA wrote to the committee explaining they began divesting “due to concerns on a number of issues including strategy, financial management and corporate governance.”
Referring to the increasingly tenuous position of Carillion, and KPMG’s insistence that it only came to light between March-July 2017, Reeves commented: “Investors seemed to know, people who worked for the company seemed to know, the only people who didn’t see what was happening were those who were paid to– the directors and the auditors of the company.”
In a statement following the session, Reeves added that it seemed regulators and auditors are “mere spectators – commentators at best, certainly not referees – at the mercy of reckless and self-interested directors.”
When asked whether he would have done anything differently with the benefit of hindsight, Meehan said: “I think me and my team all did the best we could and I stand by the decision we gave on the 31 December 16 accounts.”
KPMG received £29m in audit fees from Carillion while Deloitte netted £11m. Reeves 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.”
Problem contracts and cash flow constraints
The committee drew attention to four problem contracts that were at the root of Carillion’s downfall – one in Qatar, the Royal Liverpool University Hospital, the Sandwell Midland Metropolitan Hospital and the Aberdeen bypass.
Carillion directors and auditors pointed to the Qatar contract as a major factor in the collapse, as the contract racked up £200m in unpaid bills and exacerbated pre-existing cash flow problems.
Under questioning by MPs, former chief executive Richard Howson said he was going to Qatar at least 10 times a year for the past six years to chase up the money, describing that he “felt like a bailiff.”
Keith Cochrane, interim chief executive, added that the Qatar job had doubled in size, the architect had been changed three times, and as a result, it had stretched from the original three years to six years. He said: “It had 2,500 design variations to it, and essentially we were not paid for 18 months prior to the business failing.”
However, due to the nature of the contract, Howson explained Carillion could not “wilfully abandon” the project despite not being paid, as Msheireb Properties, the Qatari client company, would “pull the performance bonds.”
Peter Meehan admitted to visiting the site in 2014 and 2015, but not in 2016, when issues surrounding the contract were escalating. Despite unpaid bills piling up and auditors being aware of the problems surrounding the Qatari contract, no provision was made in the March 2017 accounts, which said that Msheireb owed a mere £70m in comparison with Carillion’s estimate which was closer to £180m at the time.
When KPMG auditors were in the hot seat MPs also raised the issue that Msheireb disputes the £200m bill, who claim that in fact they are owed that figure.
MP Peter Kyle questioned Meehan over why this debt was not recognised in the accounts signed off on in March 2017, asking incredulously: “You don’t know whether your client was owed £200m or it owed £200m?”
He added: “I wouldn’t hire you to do an audit of the contents of my fridge.”
Msheireb Properties said that Carillion’s blame of the company was “deeply troubling and inaccurate”, and as a result, it was exploring all legal options.
Turning to the Liverpool hospital contract, worth £350m, MPs pointed to a number of cracked beams that were discovered and had to be replaced. Meehan admitted to not visiting the site after the issues were first flagged up in November 2016, until a visit in January 2018.
Continued oversight seemed to be a persistent issue on both the part of directors and auditors, but the reason these contracts had such a disastrous impact on Carillion, as MP Heidi Allen pointed out to former directors, was because “you had no means of dealing with that, because you were absolutely on your knees financially the whole time.”
Frank Field said the discovery of cracked beams was “a perfect parable for the whole company– the cracks were visible long before the directors or auditors admit”.
Aggressive accounting, revenue recognition and goodwill
Former CFO Emma Mercer said that after three years working in Canada she returned to the UK in April 2017, to find “a slightly more aggressive trading of the contracts that I had previously experienced in the UK before I left.”
Referring to the practices she inherited from predecessor Zafar Khan, Mercer added: “What I saw when I returned to the UK is that both the number of contracts we were taking judgment on and the size of those judgments had increased.”
When MPs asked the auditors whether they recognised these practices, Meehan said “I personally would not use the word more aggressive” but said that he told Carillion directors that on the spectrum of cautious to optimistic, they had moved towards the optimistic end when it came to appraising “riskier contracts”. He said that despite raising this concern, management said they were happy with their position.
Zafar Khan insisted “I do not believe that there were any instances of earnings manipulation” and said that the numbers were reached after making a range of judgments using the information available at the time.
In the 9 July assessment, KPMG concluded there was a general lack of consistency around how the group recognised value on claims, with claims being booked earlier in comparison with others in the industry. Meehan was steadfast that this only came to light after the March sign-off.
The auditors clarified several times during the session that their role was to assess management’s judgments, rather than make their own.
When Michelle Hinchliffe was asked where the line lies between aggressive accounting and fraud, she cited a range of factors to consider, including management overriding controls and a shift from cautious to optimistic judgments. However, she stopped short of saying whether any of these practices at Carillion had become inappropriate, stating these are simply factors to probe.
The Financial Reporting Council’s (FRC) investigation into KPMG’s role as auditor is ongoing and will look at the “recognition of revenue on significant contracts” among other issues.
MPs noted that issues with revenue recognition in KPMG’s audits had previously been flagged up by the FRC, as well as “insufficient testing of the reliability of cash flow within the impairment assessment of goodwill” in other audits between the years 2014-2017.
Carillion’s high reliance on goodwill in valuing its assets was also a problem referenced by MPs. Ruth George pointed out to Carillion directors that in 2016 “84% of your balance sheet was made up of goodwill”, amounting to £1.57bn, which essentially disappeared overnight when the company’s troubles came to a head. In Carillion’s 2016 accounts it is stated that management decided that no impairment to goodwill was necessary.
Hinchcliffe clarified that it is not the auditor’s responsibility to calculate goodwill, but rather to assess management’s judgments of it.
However, she added that new processes surrounding the testing of goodwill had been implemented at KPMG since October 2017 and that the firm has an ongoing internal investigation into the audits of Carillion.
Pension deficit nearing £1bn
Carillion’s collapse put thousands of jobs at risk and jeopardised the pensions of around 27,000 individuals, resulting in a £990m pension deficit.
MPs questioned former executives and The Pensions Regulator (TPR) over whether it was worrying that the company was paying “mega dividends” and large bonuses while such a large pension deficit persisted and continued to grow. In late 2017 Carillion’s contribution payments to the pension scheme were deferred.
Zafar Khan, former financial director of Carillion, explained that due to cash flow constraints decisions had to be made about the “allocation of that between the pension scheme, the dividend and re-investment in the business.”
MPs pointed to the fact that in 2016 higher dividends were paid than the previous year. Put simply, MP Andrew Bowie said: “You were prioritising the share price and dividend over funding the pension scheme.”
A 15-year deficit recovery plan was agreed with trustees, which MPs said seemed unacceptably long. When queried over how many other existing recovery plans are over 10 years long, TPR could not answer.
MPs took a hard line with TPR for their inaction, who said they threatened to use their Section 231 powers but never actually did. They attributed this to the assessment of Carillion’s “strength of covenant”, which led them to believe the pension deficit would be addressed in time.
TPR did finally launch an anti-avoidance investigation into Carillion, but three days after the firm’s collapse.
Big Four oligopoly
In the years leading up to Carillion’s collapse, the Big Four firms banked a total of £72m from it, leading MPs to accuse them of “feasting on what was soon to become a carcass.”
Field asked the auditors whether the committee should recommend breaking up the Big Four due to an “oligopoly” in the industry.
MPs questioned whether the dominance of the four firms was a problem, especially considering the fact that KPMG audited Carillion, investor SLA, The Hospital Company and the pension scheme. Not only was KPMG responsible for a range of interlinked audits, Peter Meehan specifically was the partner in charge of several of these. MPs asked whether this was a conflict of interest and something that would prevent an auditor from remaining impartial. Meehan said this was not unusual.
A further potential source of conflict lies in the fact that two former financial directors of Carillion were previously with KPMG, including Emma Mercer.
Michael Jones disagreed, saying “it didn’t feel like a cosy club”. He added that while audit share of FTSE 100 companies do tend to be split between the Big Four, there is competition in other areas.
The inquiry continues, and pressure on Carillion’s former directors and its auditors shows no signs of letting up. With directors and auditors insisting they were taken by surprise by the company’s rapid decline, the joint committee will soon determine whether Carillion’s collapse could have been foreseen and prevented, and to what degree of responsibility each party should be held.