Tag Archives: PwC

October 13, 2014 · 21:05

A matter of Jurisprudence

Another morning, another moment we see another round of iterated news. Just now I noticed another article placed 5 hours ago (5 hours after my previous blog) on how 2 more senior directors are moving out. The first one “company secretary Jonathan Lloyd, who advises the board on legal and governance issues, had resigned and was serving out his notice until March 2015“, the second one “Ken Hanna, chairman of Tesco’s audit committee, is also set to step aside as a non-executive director as the company’s chairman reshuffles his management team“. The news was in more than just one source. The quote “‘His resignation is not connected to the current investigation. It’s his own choice; he’s got a new job with another listed company,’ a Tesco spokesman said“. All this might be true, but let us be fair, if it was not HIS choice, would we hear this from either Jonathan Lloyd or Tesco?

This got me looking into another area. I got the impulse after seeing a PDF (at http://www.chadbourne.com/files/upload/dandoliability.pdf).

In there we see the following under the title ‘General Duties of Directors under the Act‘, “To promote the success of the company for the benefit of its members having consideration to: (a) the likely consequences of any decision in the long term” as well as what we see at 3.5 under Common Law Duties, where we see “At common law, a director is obliged to exercise a reasonable degree of skill and care in carrying out his/her duties. The standard of care involves both an objective and subjective element”. In other words, the director is required to exercise that degree of skill which might be expected from someone having both: ‘his own particular knowledge and experience‘ as well as ‘the general knowledge and experience which might be expected of a person carrying out the same functions as those carried out by that particular director‘.

For those who kept their eyes on my blog articles on Tesco, are you seeing the issues that are now in my mind?

I talked about negligence on several moments, I iterated parts of these and wondered about several questions, especially the fact that the press has been lacking in digging into these matters. Now a simple Google search led me to the PDF by Chadbourne & Parke. The Guardian could have had decent insight a mere 23 minutes by bus away (a little over 3 miles), so why does it take a non-journalist from the other side of the planet to connect the dots?

The PDF is a mere information piece, perhaps a little advertisement and it states that you needs proper legal advice, yet, not one paper has been digging into that pile have they? I did not get my law degree in the UK, yet I do get the gist of it, more important, the deeper I dig, the clearer the view seems to become that others are ignoring it. So, are these all just imaginations of conspiracy theory by me the blogger? This is clearly a question the reader might ask themselves. Yet, am I accusing of issues being covered up? I am to some degree, yet at the foundation I am questioning the information I read and I wonder why others, those who should be asking and digging on ‘issues’ are not doing that.

Yet the jewel was in 5.1, where we see “To a large extent, these mainly relate to duties of internal management, e.g. the keeping of accounting records; the preparation of annual accounts; the filing of documents with the Registrar of Companies and the keeping of the statutory books of the company. Failure to perform these duties or to ensure that they are performed may result in fines both for the company and the defaulting directors. Directors may also be subject to imprisonment“, so when we see this does it not seem interesting on how quickly some are leaving the field for a ‘better’ option?

This all brought me to Re D’Jan of London Ltd [1994] 1 BCLC 561. It is a UK Law case and quite the one at that became the main precedent which is now codified under s174 of the Companies Act 2006. “He did not show reasonable diligence when he signed the form. He was therefore in breach of his duty to the company“, how does this relate?

Is it about filling in a form? No, but when we regard s214(4) of the Insolvency Act 1986, we see the same approach as we see in a mere PDF by Chadbourne at 5.1, there is a visible need for “general knowledge, skill and experience“, but how do we see the term general knowledge? You see, the Tesco issues are stated in regards to ‘specific knowledge’, as we see the changes as they had been pushed through before the Dave Lewis change. This all gets me back to Rebecca Shelley at Tesco. First of all, there is no accusation here, there is no indication that she did anything wrong. So why does she pop up on my radar, because she is a woman? No! Tesco has several, some even in higher places then Rebecca. Let’s take a look that I saw on the Birchwood Knight site (at http://www.birchwoodknight.co.uk/news-article/tesco-hires-rebecca-shelley-for-group-director-of-corporate-affairs-role-151).

Here we see the following quote “As part of her corporate affairs role, Rebecca will be responsible for government and media relations, investor relations, internal communications and corporate social responsibility (the legal affairs and other elements of Lucy Neville-Rolfe’s brief are being split into another role)“, am I reading too much into this?

Consider the (former) flying parts of Tesco. When we see the need and the issues involving legal matters, was the revamping of the role as Rebecca Shelley received it a niche part of what should have been? This is where I see ‘general knowledge’ versus ‘specific knowledge’. It is my personal view that Rebecca’s role should be a lot more senior, especially in light of the revelations we see in the papers, am I that wrong? If she had the legal sides to her role, how much earlier might we have seen the overstatement, or the Gulfstream issue for that matter? These issues are in relevance towards the place I am trying to see, places the press does not seem to be looking, the place that readers as well as half a million Tesco employees should be aware of. I will go one step further, as I see the issues in play, as I see the matters of non-transparencies as well as an indicated lack of information towards the shareholders gives reasoning that they might want to evolve the role of Rebecca Shelley to the board. Especially in light of the massive changes Tesco is likely to face.

Yet, legally speaking, there are additional questions when we look at http://www.ibe.org.uk/userassets/briefings/ibe_briefing_31_tax_avoidance_as_an_ethical_issue_for_business.pdf, was the Gulfstream a form of tax avoidance? None of this is illegal, but it comes with ethical questions and as such I wonder how much the shareholders knew or should know. If tax avoidance is avoiding social obligation and as such it could damage public trust and reputation, does the link now make sense? The argument that shareholders want maximised value, which means a minimised taxable footprint, so how are choices made? More important why am I the only one who seems to be asking the questions that have relevance and am I alone digging into this?

One final step regarding the Chadbourne paper, at 6.15 we see “that directors of companies must make certain disclosure statements in the directors’ reports. This applies not only to information which the officer actually knew of but also information he would have known about if he had conducted a reasonable enquiry. However, the provision goes further and requires the director to confirm that, so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware. A director has a duty to exercise reasonable care, skill and diligence when preparing the directors’ report. In determining a director’s liability under the Act, the statutory test is that a director will commit an offence if he knew the statement was false or was reckless as to whether it was false and failed to take reasonable steps to prevent the report from being approved“, which just raises additional questions. Yet, consider the following in light of all I wrote and quoted about the issues on generic and specific tasks, the issues on “which the officer actually knew of but also information he would have known about if he had conducted a reasonable enquiry” becomes an issue when the board is so niched that reasonable inquiry is no longer an option. It would in my mind place the role of Rebecca Shelley at the centre of it all, yet with the legal part removed we would see a hindrance there too. So as you look at the events that the press wrote about, the parts I wrote about and the questions I have been asking. I mentioned in the early beginning of Tesco regarding orchestration in the article ‘The orchestration has engaged‘, yet I thought it was external, is it possible it had been internal and the involved parties are clearing the field really fast at this point?

But there is one more issue, especially if I want to remain true to the title ‘A matter of Jurisprudence’, s370 Enforcement of directors’ liabilities by shareholder action (as seen in the Companies Act 2006), we see under s370(1)(a) “in the case of a liability of a director of a company to that company, by proceedings brought under this section in the name of the company by an authorised group of its members;” there are a few other issues which give question on how enforceable this would be, yet consider the issues we have seen, what more should be looked at? Consider chapter 6 of the same act ‘Voidness of provisions protecting auditors from liability’, now consider “for exempting an auditor of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company occurring in the course of the audit of accounts”, now we get Pricewaterhouse Coopers in the mix. There is no indication at present that PwC is at fault in any way, yet when we see the issue regarding small change (read 250 million), when we regard that this inflation was not just straight through, but as I see it (a clear assumption) the fact that it required a whistle-blower, indicates that the inflation was decently buried. Was it buried well enough for PwC? That is the question. The implied extra 3 million in consultancy might have been valid, considering the size of Tesco, so where is the negligence? There might not be any at all, but consider that the Tesco executives took PwC for a ride and it was not found and it was signed off on, when THAT becomes visible, what will happen to the value of PwC, if a mere 250 million can topple a 70 billion pound company, what would be the impact on PwC for not finding it?

Perhaps that is a conspiracy theory, evolving as the facts seem to fit (or fitting the facts as they seemingly evolve), but are they? Even I question that what I find, but I will ask questions none the less, something the press has not been doing in any way, shape or form.

How the press became redundant

I wonder whether the press corps, or the press corpse we might call them, are aware of what they are working on. Did they consider the events? It is such an interesting wave when we see the consequences, yet those who write about them don’t seem to be too fussed about the reality of the facts. So shall we take a look?

Fact: ‘He abandoned this post to become CEO of Tesco effective of 1 September, 2014‘ (at http://online.wsj.com/articles/lewis-to-become-tesco-chief-executive-a-month-early-1409312947)

Fact: ‘Tesco reveals it overstated first-half results by £250m‘ (at http://www.ft.com/cms/s/0/67fb8db4-421e-11e4-9818-00144feabdc0.html#axzz3FvJ9DhJP)

There was a fallout, as we would expect, yet to what extent are we confronted with facts and to what extent are we introduced to the real events.

From October 3^rd onwards, we have seen news in regards to the gulfstream that was apparently ordered in 2013 (at http://www.bbc.com/news/business-29488777), now let’s take a look at the quotes “Tesco has confirmed it has taken delivery of a new private jet worth £30m, a week after major errors were discovered in the company’s accounts” and “Tesco paid for the jet 20 months ago and is required to take delivery”. How interesting this news (not really), in addition we see the news from the Guardian (at http://www.theguardian.com/business/2014/oct/03/tesco-corporate-jet-gulfstream-supermarket), with the quote “Tesco’s new chief executive, Dave Lewis, moved quickly to defuse a situation likely to anger investors who have seen the value of their shareholdings halve this year. No Tesco executives will ever board the jet, as he has put it up for sale – along with the rest of the Tesco fleet, which includes a Hawker 800 and two Cessna Citations” and “To charter a G550 for a 12-hour flight would cost nearly £67,000 – more than twice the average UK salary of £26,000” and finally “In a further irony Tesco has only retrenched from overseas markets in recent years. It has shut down its US chain Fresh & Easy, pulled out of Japan and scaled back its ambitions in China”.

So how about the following questions:

Why was the board not grilled initially?
Why do we not see the press going after the ‘departed’ managers?
So, why are the shareholders up in arms? Were they not informed of these purchases?

That entire issue becomes odd when we consider the fact that there was retrenching moving away from the international scene and no one asked questions? Was the purchase not approved 20 months ago? Was it not reported? No one seems to ask or investigate those questions, it was ordered 20 months ago, was there no down payment?

Personal note: Can I offer a deal on one citation? I can raise $20.00 (pretty much all I have left)

‘Tesco Workers Want The New CEO To Know About The Unpaid Overtime They’re Working‘ (at http://www.businessinsider.com.au/tesco-unpaid-overtime-2014-9)

Let’s take a look at the quotes “Six of them mentioned, without being prompted on the issue, that they or their staffers were required to work unpaid overtime“, so when we consider gov.uk “Employers don’t have to pay workers for overtime. However, employees’ average pay for the total hours worked mustn’t fall below the National Minimum Wage“, was that taken into consideration? What is stated in the contracts on working overtime? Those are issues that are a given and have been a known quantity, so why does this pop up now? Let’s not forget the quote “Lewis, who started his new job earlier this month“, from an article on September 8^th, the man has had the function for only one week. So is this article by Jim Edwards at the Business Insider anything but a hack job? It is even more interesting that the name Philip Clarke does not come up once in the entire article, who was in charge whilst this mess was growing, were the overtime issues properly investigated? 6 out of 500.000, I think that the business insider has other issues to explain. This article did not just pop up, a mere week after Dave Lewis got to be in charge, questions should be asked! (especially at the desk of Business Insider)

This takes us to the Guardian article (at http://www.theguardian.com/business/nils-pratley-on-finance/2014/jun/27/mark-carney-interest-rates-tesco-barclays), the quote “Half the City is playing the game of fantasy chief executive, and some former Tesco directors have been muttering darkly about Clarke’s supposed strategic errors and how the company’s woes shouldn’t be dumped on former boss Sir Terry Leahy” gives us the issue that there are several problems in the works, when we consider “This boils down to a simple question: do investors believe Tesco should cut its prices deeply, take the fight to Aldi and Lidl, and accept that profit margins of 5% are no longer viable?” gives us the question that this is all a year after the gulfstream was ordered, why was the order not cancelled at this point? The article has an interesting paragraph: “Do Tesco shareholders really want to sanction a price war, which would mean accepting a lower share price, at least in the short-term? Most, one suspects, are not convinced by Clarke’s strategy but still hope he might be proved correct. Another profits warning would force them to get off the fence. If it doesn’t happen, Clarke ought to be safe. But a warning after three years of heavy capital investment would surely force a strategic rethink“, what was decided by the shareholders? This article came on June 28^th 2014, 8 weeks before Dave Lewis took the reins, so what happened in these 8 weeks? More important, it seems that no criminal investigation into Philip Clarke has been reported up to now. Before we even consider whether there are criminal charges yes or no, we see overstatements by a quarter of a billion, we see a 50 million dollar plane delivery and there are questions of the process of reporting, towards the shareholders, within the corporate structure, an oversight of transparencies and a stronger indications that the board of directors is either inapt or uninformed, which seems to point towards strong levels of negligence, possibly criminal ones. The press seems uninformed and unable to inform, so why the half-baked (as I see it) levels of the active press?

If we consider the Tesco PLC Annual General Meeting 2014 (at http://www.tescoplc.com/assets/files/cms/Notice_of_Tesco_PLC_Annual_General_Meeting_2014.pdf), we see at the first part: “1. To receive the audited accounts for the financial year ended 22 February 2014, together with the strategic report, directors’ report and auditors’ report on those accounts. The directors are required to present the annual accounts, strategic report, directors’ report and the auditors’ report on the accounts to the meeting“, that sounds nice, but in a 12 page document, which I admit is just a notice of the meeting, we see several references and an overall ‘dividend’ of as stated “To declare the final dividend of 10.13 pence per Ordinary Share recommended by the directors“, was that including or excluding the 250 million balloon act? If including, what is the dividend after that? So what was in play to begin with?

In addition in another Guardian article (at http://www.theguardian.com/business/2014/jun/27/uk-growth-figures-awaited-as-tesco-faces-agm-business-live) on June 28^th we see “Shareholders may also quiz CEO Philip Clarke about the 310 separate, undeveloped sites across the UK which Tesco owns, but hasn’t developed. Enough to build 15,000 new homes, as a Guardian investigation has found“, really? So what about that gulfstream prices at 20% of the inflated amount, where is that one in the books? So this opens another door for Dave Lewis. What if these sites get converted to houses and as such people can get a Tesco mortgage? It is long term, it offers a stable future and it gives you a consumer base as you open a small Tesco on one of the plots. Tesco must change, yet to what extent?

Yet one other article from June 30^th showed “Clarke repeatedly refused to bow to shareholder pressure to set a target date for when its US business Fresh & Easy – which has been in the red since it launched in 2007 – would finally begin to turn a profit“, so after 7 years there is a profit? Why was there no stronger investigation in regards to these parts? Why was there no real tally of the Tesco corporation in the Guardian and pretty much every other paper?

Now we see the following (at http://www.theguardian.com/business/2014/oct/10/tesco-sell-financial-footing-blinkbox-dobbies-dunnhumby), written last Saturday by Zoe Wood. The title is kind of catchy ‘Passed their use-by date? The businesses Tesco could sell‘, oui oui Zoe!

“Analysts think Lewis needs to find £2bn-£3bn, either from the pockets of big City investors or selling some of the family silver – or both – if it is to have a sure financial footing from which to recover from this year’s collapse in profits and the accounting scandal that has exposed a £250m black hole in expected first half profits“. First of all, these analysts are not really worth the paper they write on. This all went by them as there suddenly was a whistle blower, as such, before that none of them wondered on how there was too much (like a quarter of a Billion) in the report and until the blower of the whistle, they kept pretty quiet. I feel at times that the Monday morning quarterback is a better judge then these analytical experts. Then there is “But some retail experts think it strayed too far when it started investing in trendy restaurant chains, tablet computers and video streaming services“, is that so? It seems that the tablet sold like hot cakes and was a good alternative to the iPad and its competitors. As for selling its assets the first being ‘Dunnhumby’ “The accounts for that year show a pre-tax profit of £67.6m on sales of £165m – a year when it paid Tesco a £140m dividend. There’s no doubt Dunnhumby’s services are valuable but getting someone to part with £2bn might be a stretch“, this might be true on several counts, yet are these dividends part of the 1.1 billion profits? If not, then we are not told the whole thing, if yes, then losing 10% of the profit is not a good thing, more imp0ortant, who owns the data, who owns the parks and who is in charge? Data of this magnitude has multiple applications and additional value. Yes Lewis might want to focus on retail, but getting a shave on road to the guillotine is also questionable. Some say, if that is all that is left, then the shave is extremely important. I state, data is treasure, you only need to combine it with the right databases and you open up an entirely new branch from the initial base, which would all be Tesco’s if it is currently all Tesco’s. The important part is shown in the part of Tesco Air, the quote “Kansas Transportation’s accounts show Tesco spent £29m flying executives around the world in private planes between 2005 and 2012, but with fewer countries to visit the company’s airfare bill will probably come down anyway“, so we see on average four million a year. How many did fly? Can anyone explain how negligent acts are not investigated? Is there a case for criminal investigations? How many executives and where to? If we consider London – Tokyo business class and it costs Business Class at £1,290, it means they either flew 3100 executive, or one executive for 8 years EVERY DAY. Is anyone seeing the writing on the airplane yet? You see, in my old job we has a VC, a Sandhurst graduate. He had one massive rule (actually he had 12 of them), the rule was in place since 1992 at least. ‘Rule 4, Don’t give our profits to the airlines‘, that rule made perfect sense 12 years before the financial collapse; it should have been a biblical rule from 2004 onwards with every big corporation.

You might think that getting rid of several executives would solve it, but consider the amounts and the level of actions from long before Dave Lewis stepped in, why was this not sanitised on a massive scale al lot earlier, which gets me back to the actual AGM’s, what was discussed, what was presented and where are these documents? It feels so right to quote baby Herman from ‘Who framed Roger Rabbit‘, “this whole case smells like yesterday’s diapers!”

I can understand that the press was to some extent unaware, yet no one dug into this, why is all this managed by Kansas Transportation, were they in the AGM documents, with every small fact I get loads of additional questions, questions that I did not see anywhere in the press, so what else did they miss? Seeing it mentioned now by Zoe Wood does not count in my books, this should have been on the front page a lot longer before this.

Yet, most of the issues here we see that they ask questions of the CEO Dave Lewis, which makes sense as he is Mr Big Boss, yet the other members are not chased for answers. Why not? It seems that these people were there when massive issues were bungled. The article only has one issue that bothers me, it is not with the writer, or how she wrote it, it is an excellent piece, yet this part “Tesco is thought to be soliciting offers for Blinkbox, which was set up by former Channel 4 and Vodafone executives to create a competitor to Amazon’s LoveFilm and Netflix. If a buyer cannot be found the heavily loss making streaming service could just be closed down. “The inherent value of Blinkbox is its relationships with content providers,” says Ken Olisa, chairman of technology merchant bank Restoration Partners. “It’s an example where content is king.”” troubles me. ‘If a buyer cannot be found the heavily loss making streaming service could just be closed down‘, so why not let it close down? Why pay for the bungling of others? When we consider the part ‘The inherent value of Blinkbox is its relationships with content providers‘, so if there is enough content, there should not be heavily losses. Yes, it all depends on customers, yet content draws in customers. Is the content of good value? There is more when I look at the website. If it is so clued in, why are Nextgen consoles not there, why is the Tesco tablet not mentioned there? Seems to me that either this is not updated, especially as the Nextgen consoles were here in 2013, it seems to me that if you want a growing interest, being the first in Nextgen seems to be a high priority.

There is more, yet when we consider the issues in play, like Tesco Mobile, I see opportunities ignored, the fact that the chips are down seems to be a massive push for the siblings of Tesco to put them into high gear. Perhaps this is done, which would be fair, but the press is not noticing any of that, which makes me wonder whether things are not happening, or whether the press seems to be looking at issues wearing very specific glasses. I honestly cannot tell which, yet considering the Sony Mobile debacle, we see options for Tesco to swoop in and grab some revenue (as Sony lost 2.4 billion), there are more avenues, yet I wonder whether I should state them now, or should I wait and see what else the press at large is missing over the coming week.

Should be more fun to wait, I reckon!

P.s. Consider the AGM PDF, how come PwC is nowhere to be found in press mentions (if they are there then only in the most shallow of mentions).

The orchestration has engaged

It is nice when the world falls apart, when you look at the abyss in front of you softly stating: ‘It cannot get any worse!’, then you feel a foot pressing against the lower spine of your back as you lose your balance and fall down. The last thing you hear is ‘Guess again!’

This is how certain news events felt the last few days. I am not referring to the McCain family, who states that the press has not learned anything, post-Leveson. Was anyone surprised?

My issue is with Andy Street at the John Lewis department store (at http://www.theguardian.com/business/2014/oct/03/john-lewis-boss-andy-street-says-france-finished). In light of Tesco, I wonder what drives this person. Yes, we all know that John Lewis is upper class shopping, yet is that reason for whatever you think? Apart from your freedom of speech, which I will not hinder, my question becomes, in light of your remark “He told the gathering of entrepreneurs that the award was “made of plastic and is frankly revolting”“, so not only are you a snob, the element grace is just not within you. Fair enough! Yet, consider that as you got recognised with an award, you should consider the 3 G’s, “Be Gracious, Be grateful, Get off!” (Thanks Paul Hogan for that jewel!)

I am all for freedom of speech, but I am also in favour of accountability. So when I read this: “Street advised his audience: “If you’ve got investments in French businesses, get them out quickly.” The eurozone’s second largest economy is struggling for growth under President François Hollande and the country’s finance minister admitted last month that it will overshoot the EU’s 3% budget deficit target this year. The French economy has been hampered by low growth and poor tax receipts in recent years“, I wonder how often Mr Street got hit with the silly stick in the hours before he spoke these words.

The second issue I see is also from the Guardian (at http://www.theguardian.com/business/2014/oct/02/warren-buffet-tesco-huge-mistake), this is an entirely different matter. We all make mistakes, so when a billionaire admits to this with the headline ‘Warren Buffett: ‘Tesco was a huge mistake’‘, it is not that big a deal initially, but then I went to think it through. Why is there such a massive overreaction in regards to Tesco? Yes, the profit was overstated; however, Tesco made over ONE BILLION! Can we please wake up now? In a year where most nations are doing worse than zero per cent, in a time when the straps are on so that we recheck every dime we spend. Tesco made over a Billion. Yes, I saw the statements ‘too big to fail‘, but in this instance I do not agree. In the case of the Dutch SNS Reaal, that place LOST a Billion, Tesco MADE a billion, so can we please wake up and not overreact?

So, when the response comes, ‘Well Lawrence, you seem to be overreacting here a little above average’, my response would be ‘darn right!’

You see, the initial events, of Blackrock moving out, whilst this is a drop on a plate, is what I personally see as a form of orchestration, a few big wigs who seem to be hoping on massive write offs for Tesco. There is something so darkly unethical about such actions, that these greed driven profiteers would endanger the incomes of tens of thousands just to get a nice dividend. This is what it looks like, am I right?

That remains to be seen, but overall the fight is not done yet. Tesco is not sitting still and the new Tablet as it launched just now could be another incentive, especially if we consider where Tesco could also be active. If this is the budget option, with Tesco Mobile in the Netherlands, This gem could find many happy homes during the Dutch Sain Nicholas feast (which is on December 5th), in additional to the Christmas celebrations, as many Dutch do both instances. Tesco is not done by a long shot and the activities that we see give me the impression that several actions do not seem to be about ‘cutting losses’, but as stated on many occasions that I am not an economist.

So, when I see this article http://www.independent.ie/business/irish/billionaire-mike-ashley-bets-on-tesco-bounce-back-30616710.html, where Mike Ashley, who owns Newcastle United takes a 43 million pound share believing that Tesco Shares will bounce back, I say “well done Mate!”, two thumbs up for this man. Now, let’s be honest, as this man seems to be a millionaire a thousand times over, 43 million will not seem like a big dent in his wallet, but the fact that this man is willing to enter more cash then I will ever make (even if I grow to the ripe old age of 14645), the entered amount will boggle my mind for some time to come.

This is one of the two parts where disbelieve is still on the front of my mind. Let’s be clear, I get the entire write off, loss of share value, yet the actual occurrence, especially with a billion in profits is too strong to be just a jittery action from the market. The fact that Blackrock moved out to this extent is still an issue. It left me with two options, either they know something Dave Lewis has not been told yet, or they wanted a curve so that they can make a sweet deal down the track. Let’s not forget that the value write off is just on paper, it is like a virtual event. Blackrock did not hand over these billions in gold or actual cash; we are seeing the fallout of virtual value (as I see it). And this all gets me to the final quote, which was also in the Warren Buffet article and had been mentioned in earlier articles. “UK fund manager Neil Woodford – who decided to sell his stake in Tesco in 2012 after its first profit warning – said last week it could be a long time before any of the British supermarkets became good investment prospects again“. Why?

You see, if he sold his shares earlier, fair enough. Yes, we see that Sainsbury is lowering expectations and shares have fallen there too. I think that all supermarkets will have to change their entire approach. We see that places like Aldi and Lidl are growing, especially in Australia where Aldi is now more and more a common sight, yet over here Woolworths and Coles remain. The same applies to England, in the end people need food, so these places will remain locations where food is bought and yes, as Tesco mobile remains competitive, people will come for that options too. All that is a given, so why such a massive overreaction?

This is at the heart of my foundation for suspected orchestration. If you are in the UK, then take a look at the papers and the degree that they are looking at Pricewaterhouse Coopers. They did the auditing for Tesco, so why is not every reporter looking at PwC and seeing what links might be there, which is not an accusation, but consider all the redigesting we see on several papers, they all mention PwC in a casual way, when they have been auditing Tesco for some time. Only the Times (at http://www.thetimes.co.uk/tto/business/industries/banking/article4214689.ece) had done so, yet the full article is not available to me as I am not a subscriber (one of the reasons why I stick to the Guardian).

There are two more quotes the first is “Shorting Tesco has been a profitable bet” and “Traders gamble on falling share prices by borrowing equities from other investors and selling them in the hope of later buying them back cheaper – known as shorting” The latter quote comes from http://www.thisismoney.co.uk/money/news/article-2772107/Dont-shred-thing-new-Tesco-chief-warns-staff.html, so it is a way to make money, even though it seems unethical, the act is not, but one could call it questionable. This is the one moment where I need to ask the one question in regards to the given scenario. Let me first add the following quote “Lewis’s ‘no shredding’ order will be seen as a sign that he is determined to get to the bottom of the problem. It also indicates that the group fears the errors – whether or not deliberate – may extend deep into the company“, as well as “Cantor Fitzgerald analyst Mike Dennis said: ‘A discrepancy of this size suggests this is not just the behaviour of a few individuals, but behaviour instilled by the senior management team“, which is where I was all along. Is this the case and if that part was known to 1-2 insiders, could this be the reason for certain action? What if Blackrock dumped its part to cause a stronger downfall, so that they can buy it again later with a much more interesting profit curve, which makes up for a lot more than the small loss they had, what happens then?

All valid questions, I just wonder if those who have actual answers are willing to give them, because it looks like a slippery slope of massive proportions. As this happens to the one place that feeds a nation, how will the people react should evidence of intentional tampering ever be shown?

Then how angry will the people get?

Thriving Team Tesco?

Another day, and another moment where we see the Guardian (amongst others) giving us more news on the corporation Tesco. I will be honest, I have a soft spot for Tesco, the moment issues became visible both the CEO and CLO went all out keeping everyone in the loop. It started exactly a week ago, someone miscounted 250 million to coin a phrase. People were removed and all kinds of actions were started. A few days ago in the Guardian (at http://www.theguardian.com/business/2014/sep/28/tesco-crisis-doesnt-add-up) we see additional information.

So what can be done?

First of all, we need to take one additional look at a few items. You see, as stated more than once, I am not an economist. Now I know that minus 250 million is not a small amount, yet, the article states “its profits for the first six months of the year would be some £250m lower than the £1.1bn previously indicated“, which means that they are still getting 750 million in profits, which is a lot. So why is Blackrock ‘suddenly’ pulling out like that? The shares will bounce back! That is at the heart, the fact that the shares took such a tumble, whilst making a decent profit. Let us also keep in mind that the investigation is still ongoing. I touch on one side in ‘Double Jeopardy!‘ on September 27th, less than a day before this Guardian article. In there I ask the question “I stated before, what if this was not about the event, but about the orchestration?” Is that what is going on? It is a sincere question, I do not know, yet for a company to have a lesser profit, there would be consequences, yet would it be to the extent we are seeing here? Seems like a massive overreaction in my view.

Now let us get back to the article.

“The chairman has been the leader of this organisation that seems to have failed at every turn, was the assessment of David Herro, chief executive of US fund manager Harris Associates“, perhaps this is true, yet he is not there alone, why are the other members of the board not speaking out? This is not a boys club where you wash my back and I wash yours….real hard!

So, there seems to be a few issues, yet, this is at the top, so this means we are looking into several layers before we get to lower management. Either they have no clue, or they do not care. I am actually puzzled by the thought on what might be worse. What is a given is that Tesco is bleeding. Unlike those paperback investors, I like a puzzle and I want to solve it. How can this be turned around? First of all, to create places of peace, certain issues need to change, with the unemployment numbers, these people can either get on board, or leave the company. Greed will be stricken. Which means that this quote “The list includes disputing or delaying payment of invoices for more than 120 days; cutting a product’s price and then demanding compensation to maintain the profit margin; and demanding upfront payments in exchange for hitting sales targets that do not materialise” this can no longer be a method of operation. To get Tesco safe, the board will need to change methodology and remove anyone who is not on board; in addition, payment delays should be trimmed back to no more than 60 days. It is just absurd to get payments settled outside of the quarter to that extent. To truly become a contender, why not revamp Tesco Mobile? iiNet went from ‘seems to exist‘ to the number two in the Australian market by offering ACTUAL deals they left the rest behind them almost overnight, this means a mobile, not unlike the current offers, but with 1Gb data at £19.90 a month, Now we are starting to build a customer group! As I look at the different business groups, Dave Lewis might want to change a massive option, if they allow for the iiNet approach in the UK, Tesco Mobile could become more than a contender. Some might say that at this point it is not a good idea to make large changes. I disagree, this is the best time! As some of the rats are leaving the ship, why not upgrade the ship from cargo vessel with passengers, into a ferry with a large cargo hold. As you grow the passenger, all needing your cargo, you will offer a massive footprint with a loyal based cloud transporter. London is one of the largest mobile workforces on the planet. Use this as consumer strength!

There are a few more Australian approaches that could rock the foundation and make the future a stronger reality. It starts by changing the entire premise on how business is done. The Tesco bank seems to have overlooked options for both funeral insurance as well as the Wester Union approach, which many banks are overlooking, yet such a presence to such a service makes perfect sense in a shopping mall/supermarket. Consider that Western Union made over 5 billion in the last year, this gets us a net profit of around 14%. In the end good business is where you find it!

There are a few other options, but overall. There are several things Tesco can do, even if it was for the sheer fun of seeing Blackrock lose out on a good deal. If profits were lower than now this presently seems to be a likely fact. The reaction that some have now pushed for seems too much overkill, especially when you realise that they are measuring events and Tesco is in trouble, but not in the size and scope that Neil Woodford and Blackrock seem to imply it to be. Consider that Blackrock has over 4.5 trillion dollars in Assets under management. 250 million seems like a mere drop in the ocean. So, that there is no misunderstanding! The assets under managements represent 4,500 billion, the adjustment for Tesco is 0.25 billion,

Yet, instead of whinging about that part, why can we not do something to strengthen the Tesco position? It is all good and fine to be the sideline quarterback and comment on every aspect of the game, but what can be done to get the game going and to improve the game? One idea is to see if the Australian iiNet solution could work in the UK. It is only one of the options and that would lower mobile expense tensions by a roughly stated 57%, so the numbers are all on a level where the top 6 mobile and broadband providers will feel a new level of pain as they see their people run towards the upgraded Tesco Mobile provider.

It would be a start, but will it be enough?

No matter what we do and the amount of ‘more’ we create, there are fundamental issues that need to be addressed. How a company decided to run without a CFO for that long will be cause for questions, and perhaps even cause for investigations into criminal negligence. Consider that a company is set to structure, order and reporting pressures, how can a firm be without a CFO for six months? This is not at the heart of the matter, yet there is an overall level of concern in that mere part of the entire mess. In addition the quote “Although the investigation into Tesco has only just begun, analysts think the Albert Heijn scandal, which had woeful corporate governance and aggressive earnings management at its heart, provides an interesting history lesson, if nothing else.” Is that enough? There is an overly eagerness to appease shareholders and stakeholders far beyond the point of acceptability. If you consider opposing that (which might be valid), then consider how the numbers had been inflated by 29% just to keep the wealthy masses happy.

So, improving Tesco will require another level of changes. That part is seen in the Guardian article by Aditya Chakrabortty (at http://www.theguardian.com/commentisfree/2014/sep/29/tesco-accountants-auditors). It is quite a witty style of writing and well worth the read. One of the more interesting quotes was “He found a bunch of men well aware of the boredom of the audit and of the shortcuts they were forced to make“, so how does that work when we consider “Tesco paid PwC £10.4m in the last financial year – plus another £3.6m for other consultancy work“. Was that not enough? You see, this reminds me of some conversations I had in the 90’s. How short sighted Americans truly believed how business can grow, with the same staff, by 20% annually. Prices had to remain the same, to remain competitive. But as short sighted as they were (being sales people); they forgot that the time of a consultant is finite. It is measured in time (you know, that pesky 60 minutes in an hour scale), so as they are set at 90% billable, it means that by year three you’ll have to work an average of 57 hours a week (whilst getting paid 40 hours). It seems that there are levels of short cuts set into place to get results completed, whilst there is no proper investigation on the amount of work that needs to be covered. It is only one cog in the entire failing machine and if Tesco is to stand up from this, illustrating and changing the entire approach to how accountancy is done seems like a logical next step, especially considering that the PWC pass never spotted 29% of inflation somehow.

It is my opinion that the entire system has been duct taped for far too long. This now falls back onto the desk of the Chancellor of the Exchequer George Osborne.

You might ask why.

It is clear that Tesco is the most visible one, but I feel 99.5336% certain (roughly) that they are not the only one. As the British Cabinet minister responsible for all economic and financial matters, it stands to reason that if the economic recovery is to be preserved and maintained, we will need to make certain that not too many sheep fall of the paddock. This means taking a look into these regulations and more important, if (according to the article) 90% of all audits is done by the big four, seeing 25% fall of the reservation should be ample reason to forego sleep for the foreseeable future (sorry, Mr Osborne, that is why they pay you the extra £26.90 a week!).

It is clear that actions need to be taken, but it is also pretty curious how there is a massive amount of bashing on Tesco, whilst PWC is not getting the spotlight as much, can anyone explain that? Let’s be clear here, it is very possible that this is all due whilst PWC has not been involved at all, so this is not about their optional guilt, it is however valid to ask how some involved thought of pulling this off, it seems that a whistle-blower started all this, yet did no one else notice, did PWC (Price Waterhouse Coopers) have ZERO visibility that something was going on? And, let me be clear, it is very possible that nothing was visible at their last audit, which means that these systems had to be orchestrated and specifically edited to not raise flags, mainly because 250,000,000 is just too much, it would require over 5 billion rounding issues for this to be validly invisible, I reckon we can ignore the likelihood of the latter scenario.

Can Tesco become a team again? Yes, but it requires a massive sanitation of the board of directors as well as the higher managers. One final thought here, they were without a CFO for 6 months, was number two in that hierarchy (whomever reported to the CFO) not on the list, the longer I consider the facts and the numbers, the more I feel that this has been going on for some time to inflate something to this amount, did previous audits not pick anything up?

Can Tesco be a team again? Yes, but compartmentalisation needs to be removed, there needs to be overlap of high directors as well as a fundamental change in communications.

Can Tesco thrive again? I would think so if the previous two points are dealt with and adding the iiNet solution to Tesco might be needed sooner rather than later.

By the way, Mr Lewis, if you read this, consider that this mess came about whilst Philip Clarke made £1,171,000 a year, I reckon that my good insights and ideas are worth a mere 20%, especially if my Tesco mobile solution helps you gain more momentum in the mobile field.

1 Comment

Filed under Finance, Law, Media, Politics

Tagged as Aditya Chakrabortty, Chancellor of the Exchequer, Dave Lewis, David Herro, Double Jeopardy, George Osborne, Harris Associates, iiNet, Philip Clarke, Price Waterhouse Coopers, PwC, Tesco, Tesco Mobile, the Guardian