Examination of witness (Question 120-139)
TUESDAY 1 MAY 2001
MR GEOFFREY
ROBINSON
Mr Bruce
120. Is there a distinction here between the
point at which it ceased to be Geoffrey Robinson's money, or never
was Geoffrey Robinson's money, and became the company's money?
(Mr Robinson) I will have to ask you to speak up.
I am going deaf.
121. You started off by saying "I",
it was a Geoffrey Robinson invoice. Now you are talking about
"we" and "the company". I just want to know
the point at which in your own mind you said "I have issued
an invoice from my own address to be paid to the company which
I processed and checked" and at some point "I did not
need to process it any more because we had a deal".
(Mr Robinson) I do not know which company you are
referring to there. If we just take the two things. The invoice
says "Please make this payable to Transfer Technology"
and because I had not put VAT on I then suggested it should be
paid to me. Basically that is not a properly constructed invoice,
I am not sure I would be capable of doing it. It was to chase
up the process whereby the bill would be paid to TransTec, the
management services contract would be paid to TransTec. I, personally,
is something totally separate from that. That is Lock. Hollis,
if you like, of which it is a subsidiary. There were two other
companies which were called Central & Sheerwood, the holding
companies for the two—and this is how it all started—motor
industry companies in Coventry, which is where it all started.
I suggested to Bob I could take them on and make something of
them. I had run them for 3.5 years, pretty hands on. I was pleased
to do it. I was meant to be selling them at one point and I could
see they were too good companies to sell. We really did make a
go of them. When we could see we were not getting anywhere, do
not forget I wanted both, I say in my own notebook "one down
and one to go", we thought we were going to get the Lock
money, we never did. So I went out and I spoke to Bob myself—this
was the only time I spoke to him. I never spoke to Maxwell about
the management contract at all. The first time I spoke to him
about the money for C&S, you will find it in the notebook,
it is all there, 12th December, and I said to him "Look...",
I did not bring in the other thing because obviously it was annoying
him and he did not want to pay it and all of that is quite self-evident
from the affidavit of Kevin. I did not make any reference to it
at all. I never talked to him about that. I said to him "Look,
I have done 3.5 years now at C&S. This year we are accruing
£150,000 for management charges". I had never taken
a penny before, not even expenses. I said "Why do I not take
that" and that seemed to be a fair arrangement after three
and a half years, "We are coming up to the end of the year".
I can still hear him now saying "Very sensible". It
was probably the first time I talked to him about either of the
issues. I never talked to him about the management contract.
122. There was never any formal writing off
and getting any credit for this or anything like that?
(Mr Robinson) On what?
123. On the formal process of saying "We
forego that management contract".
(Mr Robinson) We are back to the other one?
124. We are going forward. The point I am asking
is you issued an invoice and then you said "We decided we
were going to get a deal" and, therefore, that was much more
valuable.
(Mr Robinson) And after I had been paid
further for the work I had done. 125. There was no process of
formally crediting, writing off, destroying, recording the fact
that charge was no longer in play?
(Mr Robinson) No. May I say that may not be surprising
since we had never tried to bring it into the merger negotiation.
It was always agreed that it would never be part of the multiple
that would give you the value to the company. I was not part of
all the work they were doing. Yes, we just agreed to let it drop.
Mr Williams
126. Geoffrey, you said that you thought you
were going to get Lock money but you never did?
(Mr Robinson) Yes.[3]
127. The Register of Interest says that Members
are required to register any employment which is remunerated or
in which the Member has a pecuniary interest. You had a pecuniary
interest in Lock, £200,000.
(Mr Robinson) That did not start to erase the invoice.
128. You expected it, while you working for
it you were building up your entitlement.
(Mr Robinson) It was always subject to his approval.
It comes back to the other point there. I would have been wrong
in registering it since I had not had it.
129. That is your interpretation, that is not
what the Register says. Sorry, Geoffrey, let us get this clear.
The Register says where you have a pecuniary interest you would
enter into a contract, a deal, so you had a pecuniary interest.
Whether you have got it or not depends on whether you managed
to fulfil what they expected of you. You therefore were working,
because it was referred to as a difficult job, you referred to
it yourself as a difficult job, you had taken on this difficult
job for which you expected to be remunerated. You had a pecuniary
interest in that company, did you not?
(Mr Robinson) It never occurred to me like that.
130. Put it another way. If someone works for
you and gets paid a month in arrears, do you think they have any
pecuniary interest in you in the month up until they get paid?
(Mr Robinson) I do not think that is comparable and
I do not think that is fair. The issue is where you have a written
agreement which is subject to the chairman of the other company's
approval, do you have something that is definite to register?
I took the view—I am not sure I took the view but if I was
asked now with the benefit of hindsight I have now I would say
no. I think the fact I never got the money proves that I was right.
Could I just say similarly with Central & Sheerwood I did
not register it until I got it. The moment I got it I registered
it.
131. If you look at paragraph 33, if it was
so nebulous and so uncertain why did you argue for so much detail
over the time covered by paragraph 33 on the nature of the return
you were to get if you were not expecting to get it?
(Mr Robinson) I think we[4]
were expecting to get it, we were hopeful to get it. There is
no doubt about that.
132. You had a pecuniary interest in it.
(Mr Robinson) Subject to his approval, Alan. His approval
was the ultimate thing that mattered and that was not certain.
133. Well, that does not alter the fact you
were working in anticipation of a reward if you satisfied those
who were employing you in that role?
(Mr Robinson) Yes.
134. I suggest in the view of most people sitting
here they would regard that as having a pecuniary interest. You
were working in anticipation of a reward if you were able to fulfil
your commitment.
(Mr Robinson) Let us put it another way. It was not
me, it was always envisaged that it would be TransTec.
135. It is clear we not going to agree on this.
(Mr Robinson) No, but it is also a very valid point
that if it was TransTec fulfilling the contract, which it was,
"Would you please make payable to TransTec" then I do
not have anything to declare.
136. We will go on a bit further.
(Mr Robinson) Is that not correct, I am asking?
137. I will think on that.
(Mr Robinson) Okay.
138. Coming back to the invoice that we have
crawled over. Now you have been questioned about the fact that
it was you who invoiced Hollis Industries. On your behalf you
invoiced Hollis Industries. The use of the term "industries"
is in itself important in what I am going to say and it is repeated
in the written note at the bottom: "H Industries". Now,
first of all, you are experienced financially, would you expect
someone, a company, to pay an invoice to them for services which
had not been provided to them or would you say their auditors
would challenge it?
(Mr Robinson) I think an invoice that had "Orchards"
at the top would have been challenged immediately because you
cannot pay a house, so that is the first thing that would have
happened. I make no apology for doing it that way. The thing was
it was not so much intended as being an invoice for these services,
it was something that Kevin could take to his father.
Mr Williams: It says "for management
services provided to Hollis Industries".
Mr Bottomley: It says "pay Transfer
Technology Limited".
Mr Williams
139. Yes. Now the important thing is an auditor
would be entitled to come along and say "I cannot clear this.
I cannot authorise this. This should have been authorised".
(Mr Robinson) Yes.
3 Note by witness: Not me, but TransTec. Back
4
Note by witness: TransTec Back
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