Conclusions
151. In accordance with the procedure agreed
by the Committee, I provided Mr Robinson and his solicitor, Mr
Bernard O'Sullivan, with a copy of my memorandum in draft, other
than these conclusions.
152. Mr Robinson's solicitor wrote to me on 25
April 2001 (Annex 1) raising a point of substance which I deal
with later[106],
and requesting more time to consider the draft memorandum. I replied
on that day (Annex 2).
153. On the 26 April 2001 Mr Robinson provided
me with a corrected transcript of his second interview with me
and informed me that he would be submitting a further response
to my draft memorandum on that day.
154. I have made corrections suggested by Mr
Robinson and have taken his solicitor's observations into account
before correcting and completing my memorandum and drafting these
conclusions.
155. Mr Robinson has maintained throughout that
he has not received remuneration for services provided to Hollis
and that he did not mislead either the Committee or the then Commissioner
in 1998.
156. I fully acknowledge the cooperation and
help provided to me throughout this inquiry by Mr Robinson and,
on his instructions, by his solicitor Mr Bernard O'Sullivan. Mr
Robinson has made it clear to me that he is keen to unearth all
the relevant documentary evidence, as he wishes to settle the
matter of where the Pergamon cheque was routed and I accept the
sincerity of his wish. I am also grateful for the frank and helpful
accounts which I have received from the witnesses to my inquiry.
157. During my inquiry I have been mindful of
the fact that the events in question took place ten years ago
and it would therefore be understandable if some detailed matters
were not precisely recollected especially by those who, at the
time, would not have been aware of their particular significance.
158. When the Committee and the then Commissioner
considered this matter in 1998 some records were unavailable to
them or to Mr Robinson. The endeavours of Mr Robinson's solicitor;
Arthur Andersens, the receivers of TransTec Ltd plc; The National
Westminster Bank; PricewaterhouseCoopers, the auditors of Transfer
Technology; and the DTI inspectors have unearthed much more documentation,
although it is still not comprehensive. This means that there
remains an element of doubt which I have borne in mind throughout
my consideration of the information which I have assembled from
the documentation and from my interviews with witnesses.
(i) Registration of remuneration from
Hollis Industries plc
159. In the light of the information which I
have described above, I have concluded that Mr Robinson or his
beneficial interests received the payment of £200,000 in
1990 in respect of management services provided to Hollis/Lock.
A cheque for £200,000 was paid by Pergamon AGB against Mr
Robinson's invoice in respect of management services provided
by Mr Robinson and his company, Transfer Technology Ltd. Mrs Caddock
received Mr Robinson's instructions that the cheque should be
paid to him personally and she recorded that he was not registered
for VAT. Mr Stoney, the Pergamon Finance Director, wrote "paid"
on the invoice and on his later instructions the fee was charged
to Hollis Industries plc and accrued as a debt in their accounts.
The cheque itself may have been made payable to Transfer Technology
Ltd. or to Mr Robinson, or to some other person. As I have previously
explained, the precise identity of the original payee is not of
overriding significance.[107]
160. Members are required to register any employment
"which is remunerated or in which the Member has any pecuniary
interest[108]".
This would equally apply whether a payment for a Member's services
was used to pay off a debt from one of a Member's own companies
to another or was paid directly into a personal account or one
which he or she controlled.
161. This remuneration was certainly registrable.
Mr Robinson did not register it.
Complaint upheld
(ii) Information provided by Mr Robinson
to the Committee in 1998
162. During its 1998 inquiry, the Committee received
"the clearest assurances from Mr Robinson that he did not
receive the payment shown in the published accounts of Hollis".
The then Commissioner said —
"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."[109]
163. It may have been accurate in a literal sense
for Mr Robinson to have said in1998 that he did not receive
this payment, in that it was not paid into any of his personal
bank accounts. The cheque could have been made payable to Transfer
Technology Ltd., to some other recipient or endorsed over to someone
else.[110]
However, in my opinion there is little room for doubt that the
£200,000, which reduced the Roll Centre debt to Transfer
Technology, was facilitated by the £200,000 paid by Pergamon
AGB against Mr Robinson's invoice for £200,000 for management
services to Hollis/Lock. These services, according to the exchange
of letters negotiating the terms of the fee included Mr Robinson's
own performance in the roles of Chairman and Chief Executive.
164. It is my view that in December 1990 this
payment constituted a benefit to Transfer Technology, in which
Mr Robinson had a personal pecuniary interest. And the way in
which the relevant funds were used to reduce Roll Centre's debt
in turn smoothed the way for the sale of Transfer Technology to
Central & Sheerwood, from which Mr Robinson derived a considerable
personal financial benefit in May 1991.
165. Mr Robinson failed, in 1998, to provide
the Committee or the then Commissioner with a full and accurate
account, either in terms of documentation or in his replies. At
the very least, Mr Robinson should have informed them of the invoice
which his office had generated and the correspondence in which
he negotiated and agreed the fee for the services which were provided
to Lock, the Hollis subsidiary.
166. The facts that:
(i) the payment covered services which were
more extensive than just those of chairman;
(ii) it was made through a Pergamon cheque rather
than a Hollis Industries cheque; and
(iii) the cheque may have been paid into a Transfer
Technology Ltd. account or some other account controlled by Mr
Robinson, rather than one of his personal accounts
do not, in my opinion, affect the position.
167. It may be that Mr Robinson was unwitting
in this and that he had genuinely forgotten the details of these
negotiations, that an invoice had been raised and that he had
requested that the cheque be paid to him personally. Mr Robinson
has not said this, despite being advised by Mr Jeremy Roberts
QC "to consider whether on reflection the explanation
might be that the money had indeed gone to Transfer Technology
Ltd. but that he had genuinely forgotten it when asked about it
some years later."
168. However, Members have a duty of accountability
under the Code of Conduct which requires them to provide all relevant
information which might assist the Committee in considering a
complaint. A Member does not fulfil this duty if he gives answers
which, whilst literally correct, omit information which would
enable the Committee and the Commissioner to obtain a complete
picture of the events in question. In my opinion, in failing to
provide full answers to the Committee's questions in 1998, Mr
Robinson misled the Committee about this payment by withholding
information which might have led them to reach a different conclusion.
Since I was not in post in 1998, it must be for the Committee
to decide whether Mr Robinson's omissions were inadvertent or
not.
Complaint upheld
(iii) Request for remuneration
169. Both Mr Heathcoat-Amory and Mr Bower say
that Mr Robinson denied that he had agreed or solicited the £200,000
fee and imply that, in doing so, Mr Robinson additionally misled
the Committee.
170. The Chairman wrote to Mr Robinson on 23
June 1998[111]
and asked him —
"(ii) Did you expect to receive any
benefit of any kind in respect of your chairmanship of the company?"
to which Mr Robinson replied on 30 June 1998 "No".
171. Dr Ahmed confirmed during his oral evidence
that this fee was anticipated by Transfer Technology. Both the
correspondence negotiating and agreeing the fee, in which Mr Robinson
participated, and the invoice which Mr Robinson raised from his
home address demonstrate that Mr Robinson's reply to the Chairman's
question was incorrect and therefore misleading.
Complaint upheld
(iv) Tax liability
172. Mr Heathcoat-Amory raised in his letter
of complaint the question of whether Mr Robinson had correctly
accounted for any tax due in respect of this payment.
173. In my consideration of Mr Robinson's motives
for these arrangements I have mentioned some of the possible effects
of particular courses of action on tax liability but I have made
no finding. It is not for me to consider whether any tax is outstanding
on the Pergamon payment or, if so, whether Mr Robinson would be
liable for it. That is a matter entirely for Mr Robinson, the
Inland Revenue and Customs and Excise.
106 See
paragraphs 174 and 175. Back
107 See
paragraph 138. Back
108 Refer
to Code of Conduct and Guide to the Rules relating to the
Conduct of Members, 24 July 1996, p. 9. Back
109 See 18th
Report of Session 1997-98, HC 975 p. x paragraph 28 (iii). Back
110 See paragraph
138. Back
111 See
18th Report of Session 1997-98, HC 975 Annex 5 p. xxv. Back
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