Restoring Trust in Audit and Corporate Governance

As it’s Friday afternoon with not much happening, and I have completed my latest complaint about the time it’s taking to complete a SIPP platform transfer, I decided to have a look at the public consultation on “Restoring Trust in Audit and Corporate Governance” from the BEIS Department.

This is a quite horrendous consultation on the Government’s proposals to improve audit standards and director behaviour as foretold in the Kingman and Brydon reviews, with proposals for a new regulatory body (ARGA). That’s after a growing lack of confidence in the accounts of companies by investors after numerous failures of companies, and not just smaller ones. I call the consultation horrendous because it consists of over 100 questions, many of them technical in nature, which is why BEIS have given us until the 8th of July to respond presumably.

I won’t even attempt to cover all the questions and my views on them in this brief note. But I would encourage all those who invest in the stock market, or have an interest in improving standards in corporate reporting, to wade through the questions and respond to the on-line consultation (see link below). Otherwise I fear that only those with a professional interest as accountants or as directors of public companies will be responding. The result might be a biased view of what is needed to improve the quality of financial information provided to investors.

The general thrust of the proposals do make sense and it would be unfortunate if the proposals were watered down due to opposition from professional accounting bodies and company directors.

But there is one aspect worth commenting upon. Some parts of the proposals appear to believe that standards can be improved by imposing more bureaucracy on auditors and company directors. This might add substantial costs for companies in terms of higher audit fees and more management time consumed, with probably little practical benefit.

We need simple rules, but tougher enforcement.

The audit profession appears to be already seeking to water down some of the proposals according to a recent article in the FT which reported that accountants were seeking leniency on “high risk audits”. That’s where they take on auditing a company for the first time which may prove difficult, particularly where corporate governance is poor. This looks like yet another attempt by auditors to duck liability for not spotting problems which has been one of the key problems for many years.

BEIS Consultation: https://www.gov.uk/government/publications/restoring-trust-in-audit-and-corporate-governance

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Restoring Trust, After Its Long Been Lost

The Government BEIS Department have published a white paper entitled “Restoring trust in audit and corporate governance”. It’s an acknowledgement that the trust of investors in directors who manage the companies they invest in has long ago been lost. And the trust in auditors that the accounts issued by companies are accurate and give a fair view of a company’s financial position has also been lost.

There are few stock market investors who have not been affected by one or more scandals or downright frauds in the UK in recent years. However diligent you are researching companies and checking their accounts, you are unlikely to have avoided them all. Examples such as Autonomy, BHS, Carillion, Conviviality, Patisserie Valerie and numerous small AIM companies give you the impression that the business world is full of shysters while auditors are unable to catch them out. The near collapse of the Royal Bank of Scotland and other banks in 2008 was symptomatic of the malaise that had crept into the accounts of companies that has still to be rectified.

Indeed in the first chapter of my book “Business Perspective Investing” I said accounts don’t matter because they cannot be relied upon. I suggested other aspects of a business that should be examined to pick successful investments and went through them in some detail in the rest of the book. But would it not be better if we could trust company directors and auditors?

The failures of the existing accounting standards and corporate governance, and enforcement thereof, has been recognised in previous Government reviews. For example the Kingman Review in December 2018 made a number of proposals to reform the Financial Reporting Council (FRC) and for a replacement body to be named the Audit, Reporting and Governance Authority (ARGA) with wider powers (see: https://roliscon.blog/2019/03/12/frc-revolution-to-fix-audit-and-accounting-problems/ ). The fact that it has taken 3 years to move one step further tells you about the glacial pace of reform.

The Government has accepted most of the recommendations in past reviews of this area. They plan to tighten up the accountability of company directors and propose “new reporting and attestation requirements covering internal controls, dividend and capital maintenance decisions, and resilience planning, designed to sharpen directors’ accountability in these key management areas within the largest companies”.

The audit profession, who have been one of the barriers to change, comes under attack with these comments: “Central to achieving [reform] is the proposed creation of a new, stand-alone audit profession, underpinned by a common purpose and principles – including a clear public interest focus – and with a reach across all forms of corporate reporting, not just the financial statements. Alongside this the Government is proposing new regulatory measures to increase competition and reduce the potential for conflicts of interest, by providing new opportunities for challenger audit firms and new requirements for audit firms to separate their audit and non-audit practices”.

The Government proposes new legislation to put the new ARGA body on a statutory basis with stronger powers to be financed by a new statutory levy. You may not believe it but the FRC is financed by a voluntary levy and has limited powers over finance directors (none at all if they are not members of a professional body).

There is a new focus on the “internal controls” in a business and proposals to ensure they are adequate. A lack of internal controls is often the reason why fraud goes undetected. These proposals are similar to the Sarbanes-Oxley regulations introduced in the USA.

For investors, a big change that might have an impact is: “Companies (the parent company in the case of a group) should disclose the total amount of reserves that are distributable, or – if this is not possible – disclose the “known” distributable reserve, which must be greater than any proposed dividend; in the case of a group, the parent company should provide an estimate of distributable reserves across the group; and directors should state that any proposed dividend is within known distributable reserves and that payment of the dividend will not, in the directors’ reasonable expectation, threaten the solvency of the company over the next two years”.

There are of course existing rules that should prevent dividends being paid out of capital, which incidentally was one of the common reasons for collapse of companies in Victorian times – the ability to continue paying dividends gave a false sense of all being well to investors. But clearly the current regulations are ineffective. The BEIS report actually says “high profile examples of companies paying out significant dividends shortly before profit warnings and, in some cases, insolvency, have raised questions about its robustness and the extent to which the dividend and capital maintenance rules are being respected and enforced”.

There is also the problem of big bonuses being paid to directors when they should have known the financial position of their company was precarious. This is tackled by new proposed rules to “strengthen malus and clawback provisions within executive directors’ remuneration arrangements”.

There are proposals to reduce the dominance of the “big four” accounting firms and introduce more competition which is seen by some as the reason for the poor quality of many audits. But it is not clear that the proposals will have a major impact.

In conclusion, there are many detailed proposals in the 226 page report, which is now open to public consultation. I may make more comments later, but overall I would support the main proposals as a step forward. I just wish the Government would get on with the proposed changes before investors lose the will to live.

White Paper: https://www.gov.uk/government/publications/restoring-trust-in-audit-and-corporate-governance

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Mello Meeting Report, Stopping Market Abuse and FRC Fraud Meeting

So far this week I have attended a couple of webinars. These are now getting totally out of hand now that folks have realised they are so easy to set up. I seem to have at least one lined up every day recently and sometimes as many as three. This can get very tedious if they last more than a few minutes each.

The first one I attended on Monday was the Mello meeting and I dropped out after a couple of hours so can only report on the first two sessions. The first one was Keith Ashworth-Lord and a colleague in Sanford DeLand Asset Management talking about their Buffettology Fund. Keith is always worth listening to as his approach to investment very much the same as mine, although I don’t actually hold the fund as I prefer investment trusts. The Buffettology fund has a great performance record, and is of course based on the investment style of Warren Buffett.  

One interesting comment he made was “one day we will stop investing in retail – probably now”. His key tips for investors were “do your research” and “monitor the delta” (i.e. the changes in financial ratios).

It was disappointing that the company did not manage to launch a new small cap investment trust, but they tried to do so when nobody was buying anything in the market. Shares might have been cheap then and have since recovered so it was a missed opportunity.

Of course like all fund managers Keith talked his own book, i.e. promoted the merits of his holdings, some of which I also hold. Keith was of course very careful in what he said – no direct encouragement to buy the shares. But this is a form of market abuse of course, in the same way as the shorting brigade rubbish the holdings where they are short by publishing derogatory articles. It has occurred to me that one way to stop both the approaches is to introduce a simple rule that nobody (person or company, or their associates) can publish articles or talk about companies in which they have an interest. That would surely stop both the positive and negative promotions.

That would of course imply that only independent journalists and media could comment on stocks or funds. Would that be a bad thing?

Some people argue that those who short stocks and publish derogatory articles on companies at the same time are doing a public service in bringing to the attention of the public the issues, and without them the problems might go unreported. But that is not necessarily so – see the reporting by the FT on Wirecard for example.

The second Mello session was a presentation by Sumo Group (SUMO), a video game development company which was new to me. There is a big demand for their services, revenue has been growing rapidly and financially the profits also now look good. It’s worth looking at their web site for examples of some of their work. They are clearly operating in a growth sector.

But I have my concerns. Do they have any IP or barriers to entry? Not apparently so. It also looks a very labour-intensive business, dependent on recruiting skilled developers. At the same time they seem to be mainly sub-contractors to game publishers, rather than owning their own games. Also they appear to have a “project” based business model which I never like. This is the kind of business that does well when demand is strong, but can come a cropper when it fades away.

Yesterday I attended a presentation by the Financial Reporting Council (FRC) on a revision of Audit Standards to assist the detection/prevention of fraud. This was a joint UKSA/ShareSoc promoted event. The main presenter was James Ferris.

The intention is to remove the ambiguity over auditor responsibility to identify fraud, and not just a director responsibility (because as one person pointed out, sometimes the directors are complicit in a fraud as happened at Patisserie and in other companies).

These changes to the relevant audit standard might be helpful but there is also the question of increasing the obligations of directors to identify and prevent fraud – this is an issue the Government is considering.

Mr Ferris said that auditors need to generally develop more fraud awareness which one cannot dispute.

There is a public consultation on this matter which has recently been published and which you may care to respond to – see https://www.frc.org.uk/news/october-2020/consultation-on-revised-auditing-standard-for-the . The first document mentioned there contains useful appendices on how to identify fraud.

I consider most of the proposals therein to be sensible, but of course prevention is better than cure. Auditors are unlikely to detect fraud until they have been running for some time, and the money extracted may have long disappeared. Tougher penalties for corporate fraud and the publishing of false accounts are also needed.

Finally we seem to be heading into the normal pre-Xmas market boom that happens most years. This has been accentuated by many people not being able to spend on shopping, holidays, restaurant meals, etc, so the savings ratio has gone up (less spending, more saving). With deposit interest rates at record lows, a lot of money has clearly gone into the stock market. The hope of a Brexit free trade deal at the eleventh hour is also boosting optimism while the economic impact and high Government borrowing associated with the epidemic and lock-downs is ignored.

I think I’ll stand aside from this market euphoria as I am already fairly fully invested.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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FRC Seminars, Lookers Results, Caparo Judgement and Autonomy Case

I attended two seminars organised by ShareSoc and UKSA with the Financial Reporting Council (FRC) yesterday (24/11/2020) and the day before. The first session was about the “ARGA transformation”, i.e. the steps being taken to improve the audits of companies and the reporting of accounts following the Kingman review two years ago. ARGA stands for Audit, Reporting and Governance Authority which will be the new name for the FRC.

Before reporting on the meeting, it’s worth noting the latest example of how audits have failed to disclose substantial errors in accounts, including fraud, in the case of Lookers (LOOK). In their announcement on Tuesday they made it clear that profits had been wildly overstated for some years and the balance sheet was likewise overstated. To quote from the announcement: “A total of £25.5m of non-cash adjustments are necessary to correct misstatements in PBT over a number of years” and “Adjustments reduce  PBT by £10.9m in 2019 and £7.2m in 2018 with the balance cumulatively decreasing PBT by £7.4m in 2017 and earlier”. Auditors Deloitte have resigned.

It is a regular occurrence that the published accounts of public companies are subsequently shown to be wrong and that fraud goes undetected. The audit process which investors rely on to enable them to have confidence in the accounts on which they are basing investment decisions is clearly regularly failing.

The FRC seminar was presented by Sir Jon Thompson, their new CEO following a wholesale shake-up of management, and Miranda Craig, Director of Strategy and Change. They reported on the progress to implement the required changes, many of which require changes to legislation. They hope to get those implemented in the second half of 2021 with ARGA becoming live in 2022. But none of this is certain as it depends on Government co-operation and priorities. There will also need to be another consultation round on the details of the proposals.

The Kingman review proposed joint audits be introduced but the Government has decided against that but managed shared audits are being considered so as to give smaller audit firms some involvement in bigger audits.

ShareSoc Director Cliff Weight asked a question about the Caparo legal judgement and the problem of people holding shares in nominee accounts not being “members” of a company.  I followed up with some points on Caparo, which Sir John Thompson did not appear to know much about and assigned a response to someone else.

Let me explain why this issue is so important and how the Caparo legal judgement undermined the duties of auditors.

Investors in the stock market purchase shares on the basis of the published accounts of companies being a fair view of their financial position. Before the Caparo legal judgement in 1990 it was widely assumed that auditors had a duty of care to shareholders – after all what was the purpose of the audit other than to provide reassurance to shareholders? Historically that was why audits were introduced. See this ShareSoc blog for more information https://www.sharesoc.org/blog/regulations-and-law/audit-quality-caparo-judgement and there are more details of the legal case on Wikipedia.

This judgement effectively meant that no shareholder in a company could sue the auditors for incompetence or breach of duty, only the company could. But that rarely happens, when it is the shareholders that have typically lost money as a result. In fact some auditors have claimed that even the company does not have a claim if the reported accounts were false because it might not necessarily have affected what actions the company took. Sometimes when a company goes into administration the liquidators might sue, as in the recent example of Patisserie (CAKE) but there is no certainty of success or any pay-out to shareholders.

The failure to make auditors responsible financially to investors relieves them of a big financial incentive to do their work properly and to identify false or fraudulent accounts.

I put it to Miranda Craig that all that was required to fix this problem was a simple Act of Parliament to overturn the Caparo judgement. She suggested they did not have the powers to implement this but that is a weak excuse.  They could surely suggest to the Government that such an Act be introduced as it’s perfectly practical. It just needs to reinstate the duty of auditors to shareholders and overturn the somewhat perverse decision in the Caparo judgement.

Another attendee at the seminar raised the issue of the auditors being able to limit liability to the company by contractual means which is another issue that needs tackling.

The second seminar was about “Enforcement”, presented by Claudia Mortimore and Jamie Symington. There has been growth in the enforcement team – from 9 staff in 2012 to 54 now. Certainly enforcement has been more active but they are still hampered in some cases by limitations on their powers – for example they only have powers over members of regulatory bodies whereas many company directors are not such members (even finance directors or chairs of audit committees). There are plans to change this.

They have identified two main issues from past audits: 1) A failure to plan and perform audits with professional scepticism; and 2) Failure to obtain sufficient audit evidence.

Enforcement does seem to be improving, but there are still some issues as Robin Goodfellow pointed out (a failure to communicate with complainants over FRC findings or during investigations).

There is also an issue that fines on audit firms or partners are still not enough to discourage poor behaviour or match the losses incurred by shareholders due to incompetence or inadequacy. For example, one of the cases mentioned in the seminar was that of Autonomy. Deloitte was fined £15 million in September over their audit work for the company. But Hewlett-Packard (now HPE) claimed for £3.8 billion over their losses resulting from the acquisition of Autonomy, i.e. 250 times what Deloitte were fined!

Altogether these were somewhat disappointing seminars for those of us looking for vigorous action and speedy revolutions in the FRC. I am not convinced the culture of the FRC has yet changed, with progress being slow and decisive actions to improve audit standards not being implemented, although others do think there is progress being made. Improvements are being implemented but not nearly as quickly as I would like and auditors are still being protected from the worst impacts of incompetent audits. The fines that are issued are still too low – for example Deloitte registered a profit of £518m for the year ended May 2020 so they probably won’t worry too much about a £15 million fine.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Law Suit Launched Against Grant Thornton over Patisserie Valerie Audits

The Daily Telegraph and some other sources have reported that the liquidators of Patisserie Valerie (CAKE) have filed a claim in the High Court against Grant Thornton over the audits of Patisserie Valerie in the years before it went into administration.

I reported previously that the accounts of Patisserie were a complete fiction see Reference 1 below – with the assets of the firm overstated by more than £90 million.

The liquidators are FRP Advisory and they have appointed lawyers Mischon de Reya to pursue the case. Will this mean that if the action is successful that ordinary shareholders will see any return? Highly unlikely I would guess as secured creditors will take priority, and those include the former Executive Chairman of the company, Luke Johnson, who lent the company many millions in an attempt to keep if afloat before it failed. In addition there will be very substantial legal costs which cannot always be recovered in full even if the action is won. In addition, administrations and liquidations always consume a very large amount of cash.

Grant Thornton only recently lost another legal action over their audit work at AssetCo where they not only blamed everyone else for the defective accounts but actually claimed that AssetCo was better off not knowing the truth of its own financial position! See Reference 2 below.

The Financial Reporting Council (FRC) have proposed to tighten up the responsibility of auditors to identify fraud (see Reference 4) which has been far too lax in the past. But the Patisserie action will depend on the historic rules. However the Courts have clearly made it plain that irresponsible audits will not be totally excused. Without wishing to prejudge the case, Grant Thornton looks like they will have a lot of explaining to do because the fraud looks a simple case of assets such as cash being grossly overstated. Grant Thornton have however said they will “rigourously defend the claim”.

Reference 1: Patisserie Administration: https://roliscon.blog/2019/03/16/patisserie-and-interserve-administrations-plus-brexit-latest/

Reference 2: AssetCo case: https://roliscon.blog/2019/02/06/assetco-case-and-grant-thornton-defense/

Reference 3: Daily Telegraph article: https://www.telegraph.co.uk/business/2020/11/20/grant-thornton-hit-legal-challenge-collapse-patisserie-valerie/

Reference 4: FRC Tightens Audit Rules: https://roliscon.blog/2020/10/29/preventing-fraud-in-accounts-fca-tightens-audit-rules/

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Preventing Fraud in Accounts – FRC Tightens Audit Rules

There have been repeated examples of the accounts of public companies being fraudulent in recent years. Wirecard was probably the latest and biggest example. I have seen examples of such misdeeds twice in my investment career in my own holdings although losses have been minimal in both cases, the last example being Patisserie (£95 million missing from their accounts). But I have avoided a lot of others where the losses to some investors have been enormous. There have simply been too many such cases for investors to avoid them all however careful you are in analysing the accounts of companies. There can often be hints that something is wrong, but in many cases the fraud is so well concealed it is very difficult to detect. In both the examples I mention, the cash that was claimed to be on the balance sheet was not there, which should be a simple thing for auditors to verify.

The Financial Reporting Council (FRC)) have announced that they are tightening up the rules followed by auditors to impose more responsibility on them for detecting fraud. In the past it was unclear that auditors had any responsibility to detect fraud and some have even denied it.

The FRC claim they are making the auditor’s obligations clearer – specifically to try and identify fraud. The FRC is running a public consultation on the proposed new audit standard which you can read about here: https://www.frc.org.uk/news/october-2020/consultation-on-revised-auditing-standard-for-the

It makes for interesting reading and it actually spells out the kind of problems that auditors should be looking for. In general the proposed changes to the audit standard make sense.

Will it solve the problem of too many frauds altogether? No for three reasons:

  1. Because audit work is bid for by audit firms, while companies pay their fees, there is a strong incentive by both parties to keep the cost of the audit as low as possible. This brings pressure to bear to not do more work than is absolutely necessary.
  2. Auditors cannot challenge management too much if they are going to retain the audit brief, and there is a tendency to build a cosy trusting relationship.
  3. Auditors are protected from being sued by shareholders for incompetence by the Caparo legal judgement, and their liability even to the company can be undermined by the contracts they require signing. In other words, the legal framework under which they operate enables them to escape responsibility for incompetence.

How might these problems be solved? It has been suggested that auditors be appointed by an independent body rather than by the directors of a company. Perhaps another solution might be to set up an independent fund that rewards auditors when they identify and report fraud, with big bonuses for the individuals that do so. That would give them a strong financial incentive to discover it.

That would provide a carrot. But the stick needs to be change in the regulatory framework and the law so that auditors cannot escape financial penalties when they do not do a competent job. A simple change would be to require audit contracts to be based on a standard set by an independent body such as the FRC and not written by auditors as at present.

I hope readers will respond positively to the consultation because I can see many objections from audit firms to the imposition of new obligations, however reasonable they appear to investors.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Record Fine on Deloitte, But It’s Not Enough

 The Financial Report Council (FRC) has fined accounting firm Deloitte £20.6 million (including costs) for its defective auditing of Autonomy. Deloitte is the largest of the big four audit firms and this is what the head of the firm said when talking about their 2019 results: “Our FY 2019 results are a validation of Deloitte’s strategy to deliver high-quality, globally consistent service to our clients while continuing to serve the public interest and working to restore trust in capital markets”.

Revenue of the firm in 2019 was $46.2 billion. The average payout to UK partners was £882,000 and there were 699 partners (i.e. a total paid of £616 million). That size of fine therefore will not worry them much. The fine should surely have been much greater!

The fine is the biggest yet issued by the FRC which at least means it’s a step in the right direction, but still not far enough.

This is some of what the FRC said about the case:

“The Tribunal found that each of Deloitte, Mr Knights and Mr Mercer [the two responsible audit partners] were culpable of Misconduct for failings in the audit work relating to the accounting and disclosure of Autonomy’s sales of hardware during FY 09 and FY 10.  They failed to exercise adequate professional scepticism and to obtain sufficient appropriate audit evidence.  Deloitte should not have issued unqualified audit opinions in these years based on the audit evidence obtained. Deloitte, Mr Knights and Mr Mercer fell seriously short of the standards to be expected of a reasonable auditor.

Similarly, in relation to certain of Autonomy’s sales to VARs, the Tribunal found that Deloitte, Mr Knights and Mr Mercer were culpable of Misconduct for failing to obtain sufficient appropriate audit evidence and for a lack of professional scepticism in relation to the nature of these sales.  Deloitte and Mr Knights should not have issued an unmodified audit opinion in FY 09 without obtaining further audit evidence.

The Tribunal commented that ‘…it is the wholesale nature of the failure of professional scepticism in relation to the accounting for the hardware sales and the VAR transactions as well as our findings of Misconduct and of breaches of Fundamental Principles that make this case so serious’.

The Tribunal also made findings of Misconduct in relation to the consideration by Mr Knights and Mr Mercer of Autonomy’s communications with its regulator, the FRC’s Financial Reporting Review Panel (FRRP), in January 2010 and March 2011 respectively.  Mr Knights acted recklessly and thus here with a lack of integrity. Mr Mercer failed to act with professional competence and due care”.

Autonomy was acquired by HP who relied partly on the audited accounts no doubt but subsequently had to write off $8.8 billion related to the acquisition. Both criminal and civil law suits over the accounts of Autonomy are still live.

Altogether a disgraceful example of how the auditing profession is being brought into disrepute of late.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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How to Spot a Fraud (Wirecard)

There was a very good article on Wirecard by fund manager Barry Norris on Citywire yesterday. It was headlined “Wirecard raised more red flags than a communist rally” and explained how he thought it was probably a fraud as long ago as March 2018.

He met the former CFO of the company Burkhard Ley in that year but he seemed unable to answer the basic question of “Precisely from which activities did they generate revenue”. One particularly telling comment from my knowledge of the payments sector was this: “When pressed for a specific response on how much of the company’s revenues came from online pornography and illegal casinos, Burkhard claimed ignorance and just grinned, like a well-coiffed cat who not only had just had the cream but who had also just eaten the family pet hamster”.

The Financial Times published allegations about false accounts at the company in January 2019, and again later. But the German financial regulator took no action and even banned short selling of the company’s shares.

Another very negative sign was in early 2020 when the company raised more debt even though it had high profits margins, limited capital expenditure, paid minimal dividends and according to its accounts was generating cash.

The latest news is that former Wirecard CEO Markus Braun has been arrested based on allegations of false accounting.

What can be learned from this case? Firstly that company management who are reluctant to answer detail questions about the business are not people you can trust. The bullshitters who wish to talk about market dynamics and their position in a hot sector rather than the details on how they actually make money (i.e. the business model) are particularly suspect. Secondly that accounts cannot be trusted – not even the cash figures even though they should be simple to verify. See also Patisserie and Globo for examples of where the cash was simply not there. Where there are international businesses with multiple auditors involved, they are even more likely to be unreliable.

Frauds rarely come out of the blue but there are warning signs much earlier than the final disclosure of unexplained problems and company collapse. So it took 4 years at Wirecard for the truth to be generally acknowledged even though issues with the accounts were widely publicised. Why did investors stay faithful to the company? Because investors are always reluctant to admit to their own blind faith in the business particularly when the share price has handsomely rewarded them in the past. People do by nature trust management of companies when the correct approach should be the contrary. Charismatic leaders who dominate their companies are frequently the ones to be wary about.

But it’s never too late to change your mind about a company and sell. A reluctance to sell on negative news is a common psychological trait – it’s called loss aversion. Wirecard investors certainly had plenty of opportunity to do so.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Dividends Slashed, Investing for Income, NMC Health and Finablr

Many companies are announcing cancelled, reduced or postponed dividends – two of the latest were Shell (RDSB) and Sainsburys (SBRY). This will hit investors hard who rely on dividends for retirement income. But should they be doing so?

Terry Smith of Fundsmith had an article published in the Financial Times today under the headline “Investors: never let a crisis go to waste” in which he attacks income funds. In particular he questions whether the Investment Association should allow funds with “income” in their name to only have a yield greater than 90% of the average fund yield, i.e. less than the average! Even that requirement has now been suspended for 12 months. Terry calls this a “ridiculous piece of deception” and I can only agree.

If you invest in individual shares, there is a strong temptation in times of stock market crises to run for the hills and start buying what are viewed as defensive businesses with high dividend payouts. You argue that the dividend yield will keep the share price up even if all other news is bad. But this is a fallacy. All you do is put yourself at risk of a sharp decline in the share price when the dividend is chopped.

As Terry Smith also pointed out in his article, dividend cover in many companies that are on high yields are inadequate. In reality they are not maintaining the businesses, or certainly not growing it, by not investing enough of their profits back into the business. Sometimes it indicates that they are operating in a declining sector and many have an abysmal return on capital. Should you really be investing in such companies is the question you should ask yourself?

The simple rule should be: Never invest in a company solely for the dividend. Invest in it because it is a quality company with positive prospects and management dedicated its long-term future for the benefit of all stakeholders.

I have mentioned NMC Health (NMC) and Finablr (FIN) in previous blog posts along with many other frauds. It’s not that I am trying to put off people from investing in the stock market which is one of the main sources of what little wealth I have. Likewise when I criticise those who invest in income funds or high yielding shares. But my desire is to educate people about how to get positive rather than negative results. NMC and Finablr have both been chaired by Dr B.R.Shetty and he made a rather surprising comment in a letter which was published by Finablr yesterday. He said: “The preliminary findings provided by my advisors from my own investigations indicate that serious fraud and wrongdoing appears to have taken place at NMC, Finablr PLC (‘Finablr’), as well as within some of my private companies, and against me personally. This fraud also appears to have been undertaken by a small group of current and former executives at these companies”. He goes on at some length on how the frauds were committed. This all sounds rather unlikely but we will no doubt see in due course whether what he says is true.

The shares of both companies are currently suspended and NMC is already in administration. Finablr also had this to say: “The results of this exercise currently indicate that the total net indebtedness of the Finablr Group may be approximately $1,300 million (excluding any liabilities of the Travelex business). This is materially above the last reported figure for the Group’s indebtedness position as at 30 June 2019 and the levels of indebtedness previously disclosed to the Board. The Board cannot exclude the possibility that some of the proceeds of these borrowings may have been used for purposes outside of the Finablr Group”.

The outlook for shareholders in both companies looks very bleak indeed. Let us hope that the investigation of these frauds is quicker than it normally is, but I doubt it will be. The larger and more complex the company, and the bigger the fraud, the longer it takes regulatory authorities to pin the tail on the donkey. Think of Polly Peck for example.

As I said in my previous blog post that mentioned false accounting at Lookers, “Such events totally undermine investor confidence in the accounts of public companies and suggest much tougher action is required to ensure accounts reported by companies are accurate and not subject to fraud or misrepresentation”.

For investors the motto must be ““Let’s Be Careful Out There” (as said by the sergeant in Hill Street Blues) because the financial world is full of shysters. You need to research companies as much as possible before investing in them, but even that is not fraud-proof unfortunately. Only improved regulation and accounting can really solve the problem of corruption in the financial scene.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Stock Market Trends, Covid-19 Treatments, Burford Results, Lookers Accounting and Medica

The stock market seems to be returning to normal with a positive trend over the last month despite the economy being in a complete shambles as a result of the “lock-down”. The Government is incurring massive costs to bail-out companies, support the NHS and pay workers to do nothing. We have yet to see the real economic impact of those measures on the Government’s finances. But investors seem to be euphoric because they now realise we are not all going to die from the Covid-19 epidemic and there are signs we will be able to get back to work soon.

There are also indications that vaccines to prevent the disease, or treatments for it, may be available in the next few months. One of the best commentators on the epidemic because of his scientific background is Matt Ridley who I met many years ago in circumstances he probably prefers to forget. He publishes a blog which is here: http://www.rationaloptimist.com/blog/ plus he has several good books published which I can recommend. His latest blog article is entitled “The contenders – and challenges – in the race to cure Covid” and is a good review of the field.

One interesting suggestion is the possible use of monoclonal antibodies to replicate antibodies from those infected with the disease and use them to treat other people. This might be very expensive from my knowledge of other such treatments but if the treatment is effective it might only require an injection every few months. It might be affordable for developed countries.

The diversion of NHS resources to treat Covid-19 patients is creating many problems though. Minor operations and non-urgent consultations are being cancelled. You can see the impact of this in the results reported by Medica Group (MGP) earlier this month. The company provides teleradiology services to the NHS and others. This is what it said: “In terms of Routine activity, the Company is experiencing a decline of around 90% in activity with many NHS hospitals having already suspended non-urgent elective procedures”. Reduced A&E admissions are also having an impact. But the company remains positive and can reduce its cost base substantially. ShareSoc has organised a webinar with this company this evening which may be interesting as I do not hold it.

Another company I do not hold is Burford Capital (BUR) which announced results this morning. This company has been in the news a lot because of a shorting attack. This is what the Chairman had to say: “2019 was a year of contrasts, marked by the continued expansion of our business yet also by the disruption of a meritless short attack.  Though our business fundamentals remained strong, investor confidence was dented, causing shareholders to urge changes to our governance”. The announcement contains many positive comments about the progress on litigation, the future prospects, and balance sheet strength.

The accounts are not easy to understand and the Annual Report consists of 163 pages so I have not read it all. No doubt other people will comment on it in detail. But one simple thing I did do was look at the income and cash flow statements.

This is a company where the profits do not turn into cash. Comprehensive income was down from $342 million to $194 million but after changes in “capital provisions” the net cash outflow was $8.3 million. There are also doubts as to whether the legal awards which are recognised in the accounts can actually be collected. The share price is up over 25% today at the time of writing.

Another company worth mentioning as I like to cover cases of defective accounts is that of motor dealer Lookers Group (LOOK) – I have never held it. A few days ago the company gave a “Trading and Operational Update”. It included coverage of the fraud investigation which is now expected to result in a non-cash charge of £4 million in the 2019 financial accounts. Those have now been delayed until June. The investigation has also been extended across all divisions and more charges are expected.

The share price of Lookers was 185p in early 2016. It’s now about 21p. Such events totally undermine investor confidence in the accounts of public companies and suggest much tougher action is required to ensure accounts reported by companies are accurate and not subject to fraud or misrepresentation. Auditors surely are one group who need to take a lead on this as frequently when frauds are identified they have been running for several years.

As I said in my book Business Perspective Investing, “financial accounts don’t matter because they cannot be relied upon”. That’s certainly the case at present and it’s better to look at other measures of the quality of a business.  That is particularly the case at present when the Covid-19 epidemic is distorting the results of companies and making it very difficult to forecast future financial numbers.

Better to look at other factors such as your trust in the management, the market position of the company and its future prospects.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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