Evidence records

documentedCompanies House records Carillion plc under company number 03782379 as a public limited company incorporated on 28 May 1999. Its only previous name on the register, Cameron 1999 plc, applied from 28 May 1999 to 11 June 1999. ¹

documentedCompanies House shows Carillion plc with company status 'Liquidation' and a registered office at Central Square, 8th Floor, 29 Wellington Street, Leeds. The last accounts filed were made up to 31 December 2016; the accounts made up to 31 December 2017 (due by 30 June 2018) and the confirmation statement due by 11 June 2018 are shown as overdue, the last confirmation statement being dated 28 May 2017. According to an Insolvency Service notice, winding-up orders were made against Carillion plc and associated companies on 15 January 2018 and the court appointed the Official Receiver as liquidator. ^{1 2}

documentedCompanies House lists Carillion plc's nature of business under SIC codes 41201 (construction of commercial buildings), 42110 (construction of roads and motorways), 43390 (other building completion and finishing) and 43999 (other specialised construction activities not elsewhere classified). ¹

documentedCarillion's 2016 annual report states that, as at 1 March 2017, the issued share capital of Carillion plc comprised £215,127,314 divided into 430,254,629 ordinary shares of 50 pence each, in a single class with one vote per share, and gives the ISIN of the shares as GB0007365546. ³

documentedCarillion's 2014 annual report states that, as at 4 March 2015, the company had received formal notification under the FCA's Disclosure and Transparency Rules of the following holdings of voting rights: Letko, Brosseau and Associates Inc. 4.0 per cent (indirect), Schroders plc 4.6 per cent (indirect), BlackRock, Inc. 5.0 per cent (indirect), Kiltearn Partners LLP 4.9 per cent (indirect) and Standard Life Investments (Holdings) Ltd 10.7 per cent in total (5.3 per cent indirect and 5.4 per cent direct), each expressed as a percentage of issued share capital. ⁴

documentedCarillion's 2016 annual report states that, as at 1 March 2017, it had received formal notification under the FCA's Disclosure and Transparency Rules of the following holdings, noting that they may have changed since notification: BlackRock, Inc. 37,940,532 shares (8.81%); Deutsche Bank AG 25,031,528 (5.82%); UBS Investment Bank and UBS Group AG 21,844,095 (5.08%); Kiltearn Partners LLP 21,542,444 (5.01%); Brewin Dolphin Limited 21,501,891 (5.00%); Letko, Brosseau & Associates Inc. 21,367,553 (4.97%); and Standard Life Investments (Holdings) Limited 21,331,243 (4.96%). The report states that no shareholder holds shares carrying special rights in relation to control of the company. ³

documentedCarillion was formed in the 1999 demerger from Tarmac. Carillion's 2016 annual report states that its merger reserve 'initially arose on the demerger from Tarmac plc on 29 July 1999', and the House of Commons committees' report states that 'Carillion demerged from Tarmac in 1999'. Carillion's group business plan of January 2018 describes the 1999 'Tarmac Group demerger into Tarmac (building materials) and Carillion (support services and construction services)' and the group's roots in companies that became part of Tarmac Group (Tarmac Construction, Wimpey Construction, Cubitts and Mitchell Construction). ^{3 6 10}

documentedNote 33 of Carillion's 2016 annual report refers to a list of investments in subsidiaries and joint ventures, giving name, country of incorporation, registered office and proportion of ownership interest, on pages 144 to 147, and states that the voting rights held by the Group equal its percentage shareholding in each entity. In that list, undertakings marked with an asterisk are those whose shares are directly owned by Carillion plc; entries without the asterisk are not shown as directly owned by it. ³

documentedThe subsidiary list in Carillion's 2016 annual report marks as directly owned by Carillion plc, each at 100%, the following companies in its England section: Carillion Construction Limited (594581), Carillion Services Limited (3011791), Carillion JM Limited (77628), Carillion Holdings Limited (3783019), Carillion Energy Services Limited (3858865), Carillion (AM) Limited (1367044), Carillion Private Finance Limited (2997859), Carillion Professional Services Limited (2916489), Carillion Regeneration Limited (2630590), Carillion Regional Construction Limited (303453), Carillion Swindon Limited (2294384), Clinicenta Limited (5325813), G T Railway Maintenance Holdings Limited (3126198), Carillion Fleet Management Limited (537677), Carillion Insurance Advisers Limited (349002), Carillion LGS Limited (3198709), Carillion Nominees Limited (3787277), Planned Maintenance Engineering Limited (737307), Postworth Limited (2508579), Schal International Management Limited (2646690) and Wakeremote Limited (2112970). ³

documentedOutside England, the same list marks as directly owned by Carillion plc Carillion France SA (B384804571, France, 100%), Carillion Canada Finance Corp (2022794, Canada, 100%), Carillion Investments BV (1502877, Netherlands, 100%), Carillion Finance (Jersey) Ltd (117045, Channel Islands, 100%) and a 33.333% interest in Emrill Services LLC (59850, Middle East and North Africa section, registered office in Dubai). The report describes Carillion Finance (Jersey) Limited as a wholly-owned subsidiary incorporated in Jersey which on 12 December 2014 issued £170 million of convertible bonds guaranteed by Carillion plc. ³

documentedEntries in the England section of the 2016 list shown at 100% but not marked as directly owned by Carillion plc include Carillion Services 2006 Limited (2684154), Carillion Integrated Services Limited (3679838), Carillion MENA Limited (398443), Carillion Utility Services Limited (00728599), Carillion Utility Services Group Limited (01521006), Carillion Support Services & Investments Limited (881324), Carillion Construction Overseas Limited (1270381), Carillion GB Limited (3105686), Carillion Managed Services Limited (03130297), Carillion Capital Projects Limited (247624), Carillion Specialist Services Limited (2574792), Carillion Asset Management Limited (1122808), Carillion AM Government Limited (885404) and Carillion (Singapore) Limited (551186). ³

documentedThe 2016 list shows a 100% holding, not marked as directly owned by Carillion plc, in Carillion Private Finance (Education) 2012 Limited (8113991). Companies House officer records list company 08113991 under the name Amber LEP Investments Limited, with status active. ^{3 13}

documentedOther England-section entries of the 2016 list not marked as directly owned by Carillion plc include John Mowlem Construction Plc (1947809, 100%), Eaga Services Limited (02969358, 100%), Eaga Energy Solutions Limited (4448876, 100%), Eaga Heating Limited (05754891, 100%), Alfred McAlpine International Limited (1449086, 100%), Alfred McAlpine Pension Trustees Limited (1528870, 100%), Dudley Bower Group Plc (566465, 100%), G T Railway Maintenance Limited (2995513, 100%), Centrac Limited (2995364, 100%), Sovereign Hospital Services Limited (3232308, 100%) and Churchward Plc (2489314, 99.5%). ³

documentedIn its Scotland section the 2016 list shows 100% holdings, not marked as directly owned by Carillion plc, in Carillion (AMBS) Holdings Limited (SC203910) and Carillion (AMBS) Limited (SC20258). The Companies House officers page of Carillion (AMBS) Limited (SC020258) lists 60 officers, all of whom have resigned. ^{3 14}

documentedIn its Canada section the 2016 list shows 100% holdings, not marked as directly owned by Carillion plc, in Carillion Canada Holdings Inc. (2177453), Carillion Canada Inc. (1556261), Carillion Construction Inc. (1780791), Carillion Services Inc. (2529541), Carillion Investments (Canada) Inc. (2423833) and EAGA Canada Inc. (6130381), and a 60% holding in Rokstad Power GP Inc. (101270283). ³

documentedElsewhere the 2016 list shows 100% holdings, not marked as directly owned by Carillion plc, in Carillion Australia Pty Limited (ACN119335787, Australia); Carillion (Jersey) Ltd (1771), Carillion Insurance Company Ltd (24845) and John Mowlem (Guernsey) Ltd (39351) in the Channel Islands section; Carillion Irishenco Ltd (290713, Ireland); TCon Bauten GmbH (B/37133, Germany); Mowlem Holdings BV (24296427) and Mowlem Aqumen BV (24296440) (Netherlands); Carillion (Caribbean) Limited (C3241(c), Trinidad and Tobago); and Carillion (Saudi Arabia) LLC (101031785, registered office in Riyadh). ³

documentedThe 2016 list shows partial interests, not marked as directly owned by Carillion plc, in Aspire Defence Services Limited (4556471, 50%), The Hospital Company (Liverpool) Limited (8747138, 50%), The Hospital Company (Sandwell) Limited (9822818, 50%), Carillion Powerlines Limited (8884783, 50%), PSBP Midlands Limited (09598377, 42.5%), Road Management Services (A13) plc (3917644, 25%) and, in Scotland, Aberdeen Roads Holdings Limited (SC489526, 33.3%). The report's related-party note lists Aberdeen Roads Holdings Limited, PSBP Midlands Limited (spelled 'PBSP Midlands Limited') and the two Hospital Companies among PPP joint ventures, and Aspire Defence Services Limited among other joint ventures. ³

documentedIn its Middle East and North Africa section the 2016 list shows 49% holdings, not marked as directly owned by Carillion plc, in Al Futtaim Carillion LLC (62491, registered office in Dubai) and Carillion (Qatar) LLC (43790, registered office in Doha). Elsewhere the report describes Al Futtaim Carillion as 'our joint venture business in the United Arab Emirates' and as a '50:50 joint venture business in the UAE', and its related-party note lists Al Futtaim Carillion LLC (UAE) among other joint ventures. ³

documentedCarillion's 2014 annual report states that the Group held an 80 per cent equity shareholding in Inspiredspaces Wolverhampton (Holdings 2) Limited and a 50.1 per cent equity shareholding in CarillionAmey Limited, both equity accounted as joint ventures because contractual arrangements specify that key operating decisions are made jointly, with no shareholder having overall control. The 2016 annual report repeats this for CarillionAmey Limited (50.1 per cent), while its subsidiary list shows CarillionAmey Limited (5428762) at 50%. ^{4 3}

documentedCarillion's 2014 and 2016 annual reports state that the Group had a 49 per cent equity shareholding in the Bouchier Group, which operates in Canada, consolidated as a subsidiary on the basis of contractual arrangements giving the Group powers as a shareholder to exert control over the board, together with options to acquire the remaining 51 per cent of the equity by 2022. The 2016 subsidiary list shows Bouchier Contracting Ltd. (207776550) at 49%; the 2014 report gives the Bouchier Group's revenue as £79.9m (2013: £70.4m) and its profit for the year as £8.6m (2013: £10.6m). ^{3 4}

documentedCarillion's 2014 and 2016 annual reports state that the Group had a 49 per cent equity shareholding in Carillion Alawi LLC, which operates in Oman, fully consolidated as a subsidiary without any allocation to non-controlling interests on the basis of contractual arrangements that do not entitle the other investors to any interest in its profit or net assets. The 2016 subsidiary list shows Carillion Alawi LLC (1083481) at 49%. ^{3 4}

documentedAccording to the House of Commons committees' report, when Carillion collapsed in January 2018 'the total group structure consisted of 326 companies, 199 based in the UK, of which 27 are now in compulsory liquidation'. The Insolvency Service's chief executive told the committees that the company's 'incredibly poor standards' made it difficult to identify information that should have been 'absolutely, straightforwardly available', such as a list of directors. ⁶

documentedCarillion's 2014 annual report states that the Group acquired JLIS (John Laing Integrated Services), a UK-based provider of facilities management services with around 1,100 employees, during the fourth quarter of 2013; the 2016 annual report refers to intangible assets arising from the acquisition of John Laing Integrated Services Limited in 2013. ^{4 3}

documentedCompanies House records Carillion Construction Limited (00594581) as a private limited company incorporated on 29 November 1957 and named Tarmac Construction Limited until 30 July 1999, with company status 'Liquidation' and a registered office at PwC, Central Square, 29 Wellington Street, Leeds; its last accounts were made up to 31 December 2016 and its accounts for 2017 are shown as overdue. The Insolvency Service lists it among the companies against which winding-up orders were made on 15 January 2018, and Carillion's 2016 annual report lists it as 100% owned directly by Carillion plc. ^{15 3 2}

documentedCompanies House records Carillion Services Limited (03011791) as a private limited company incorporated on 19 January 1995 with company status 'Liquidation', previously named Mackwest Limited (19 to 27 January 1995), Tarmac Servicemaster Limited (1995 to 1997), Tarmac Facilities Services Limited (1997 to 1999) and Tarmac Services Limited (11 February 1999 to 30 July 1999). Carillion's 2016 annual report lists Carillion Services Limited (3011791) as 100% owned directly by Carillion plc. ^{16 3}

documentedCompanies House records Carillion Services 2006 Limited (02684154) as a private limited company incorporated on 4 February 1992 with company status 'Liquidation', previously named Noreast Building Management Limited (1992 to 1993), Mowlem Facilities Management Limited (1993 to 1997), Aqumen Services Limited (1997 to 2003), Mowlem Aqumen Managed Services Limited (2003 to 2005) and Mowlem Services Limited (21 November 2005 to 24 May 2006). Carillion's 2016 annual report lists Carillion Services 2006 Limited (2684154) at 100%, not marked as directly owned by Carillion plc. ^{17 3}

documentedCompanies House records Carillion JM Limited (00077628) as a private limited company incorporated on 8 June 1903 and named John Mowlem & Company plc until 31 December 2002, Mowlem plc until 25 April 2006 and Mowlem Limited until 24 May 2006; its company status is 'Liquidation', its last accounts were made up to 31 December 2016 and its accounts for 2017 are shown as overdue. Carillion's 2016 annual report dates the acquisition of Mowlem to 23 February 2006, with consideration including Carillion plc shares, and lists Carillion JM Limited (77628) as 100% owned directly by Carillion plc. ^{18 3}

documentedCompanies House records Carillion (AM) Limited (01367044) as a private limited company incorporated on 8 May 1978 and named Marchwiel plc until 4 February 1985, Alfred McAlpine plc until 12 February 2008 and Alfred McAlpine Limited until 18 March 2008; its company status is 'Liquidation' and its last accounts were made up to 31 December 2016. Carillion's 2016 annual report dates the acquisition of Alfred McAlpine to 12 February 2008, with consideration including Carillion plc shares, and lists Carillion (AM) Limited (1367044) as 100% owned directly by Carillion plc. ^{19 3}

documentedCompanies House records Carillion Energy Services Limited (03858865) as a private limited company incorporated on 14 October 1999 and named Eaglepower Limited until 18 November 1999, Eaga Partnership Limited until 27 February 2007, Eaga plc until 20 April 2011 and Eaga Limited until 13 June 2011; its company status is 'Liquidation'. The House of Commons committees' report states that in 2011 Carillion purchased Eaga, a supplier of heating and renewable energy services, and that Eaga was renamed Carillion Energy Services. Carillion's 2016 annual report dates the acquisition of Carillion Energy Services to 21 April 2011, with consideration including Carillion plc shares, and lists Carillion Energy Services Limited (3858865) as 100% owned directly by Carillion plc. ^{20 6 3}

documentedCompanies House records Carillion Group Limited (04030312) as a private limited company incorporated on 10 July 2000 as Sovereign Harbour Trust Limited (renamed on 8 December 2000), a non-trading company (SIC 7499) whose last accounts were made up to 31 December 2008; it was dissolved on 7 December 2010. Richard Francis Tapp's Companies House appointments record shows him appointed as its secretary and as a director on 1 December 2001. ^{21 22}

documentedCompanies House records Carillion Nominees Limited (03787277) as a private limited company incorporated on 10 June 1999 as Hackremco (No.1513) Limited (renamed on 16 July 1999), a dormant company (SIC 99999) whose last accounts were made up to 31 December 2017; it was dissolved on 26 February 2019. Carillion's 2016 annual report lists it as 100% owned directly by Carillion plc. ^{23 3}

documentedA Cyprus company-data aggregator reproducing the Cyprus Registrar of Companies lists Carillion Construction Limited as an overseas company (country of incorporation United Kingdom) registered in Cyprus on 12 April 2017 under registration number ΑΕ 3100, with status dissolved. It lists eight officers, among them directors Richard John Howson and Zafar Iqbal Khan and secretary Richard Francis Tapp, without appointment dates. ²⁴

documentedThe Official Gazette of the Republic of Cyprus (No. 4420 of 13 May 2022, Fifth Annex, Part I) lists Carillion Construction Limited (Α.Ε. 3100) among overseas companies struck off the register under the Companies Law, Cap. 113, by notice of removal, against the date 15 January 2018. That is the date on which, according to the Insolvency Service, winding-up orders were made against Carillion Construction Limited and other group companies in England. ^{25 2}

documentedCompanies House records KPMG Audit Limited (03110745) as an active private limited company incorporated on 2 October 1995 and named KPMG Audit Plc from 2 October 1995 to 24 September 2024. Under its former name, KPMG Audit Plc resigned as auditor of Carillion plc on 13 March 2014, according to Carillion's 2014 annual report. ^{26 4}

documentedCompanies House records PricewaterhouseCoopers LLP (OC303525) as an active limited liability partnership incorporated on 9 December 2002, with its registered office at 1 Embankment Place, London. According to the Insolvency Service's notice on Carillion's insolvency, partners at PwC were appointed as special managers to assist the Official Receiver as liquidator of Carillion plc. ^{27 2}

documentedCompanies House records Tesco plc (00445790) as an active public limited company incorporated on 27 November 1947, with its registered office at Tesco House, Shire Park, Welwyn Garden City. The House of Commons committees' report states that Carillion non-executive director Alison Horner, who joined the board in December 2013 and chaired the remuneration committee from May 2014, was also Chief People Officer at Tesco plc. ^{28 6}

documentedCompanies House records Grainger plc (00125575) as an active public limited company incorporated on 27 November 1912 and named Grainger Trust plc until 5 March 2007. It records Justin Richard Read as a director of Grainger plc from 13 February 2017 to 18 June 2026. ^{29 30}

documentedPSA Peugeot Citroën's 2009 registration document (document de référence), filed with the French Autorité des marchés financiers on 22 April 2010, lists Jean-Paul Parayre as a member of the Supervisory Board of Peugeot S.A. since 11 December 1984 (current term ending in 2011), chairman of its finance and audit committee and a member of its strategy committee. It states that at 31 December 2009 he was also chairman of the supervisory boards of Stena Maritime and of Vallourec (the latter since 2000), a director of Bolloré S.A. and of Société Financière du Planier and 'Gérant B' of Stena International Sarl, and lists among mandates that expired in the previous five years his directorships of SDV Cameroun, Stena Line and Carillion plc. ³¹

documentedCompanies House records Jean Paul Parayre as a director of Carillion plc from 28 May 1999 to 7 December 2004. ¹²

documentedCompanies House records Justin Richard Read as a director of Carillion plc appointed on 1 December 2017; the officer list shows the appointment as active, with no termination recorded. ^{12 29}

documentedCarillion's 2014 annual report lists the board as five non-executive directors - Philip Green (Chairman), Steve Mogford (Senior Independent Non-Executive Director), Andrew Dougal, Alison Horner and Ceri Powell - and two executive directors, Richard Howson (Group Chief Executive) and Richard Adam (Group Finance Director); the report states that at 31 December 2014 the board comprised two executive and five non-executive directors. ¹

documentedCarillion's 2016 annual report, whose chairman's statement is dated 1 March 2017, lists the board as five non-executive directors - Philip Green (Chairman), Keith Cochrane (Senior Independent Non-Executive Director), Andrew Dougal, Alison Horner and Ceri Powell - and two executive directors, Richard Howson (Group Chief Executive) and Zafar Khan (Group Finance Director), with Richard Tapp as Secretary and the registered office at Carillion House, 84 Salop Street, Wolverhampton. The House of Commons committees' May 2018 report names the same five as the non-executive directors in place at the end of 2016. ^{2 3 4}

documentedAccording to the House of Commons committees' May 2018 report, Carillion was governed by a seven-member board; immediately before the July 2017 profit warning its members were Richard Howson (Chief Executive), Zafar Khan (Finance Director), Philip Green (non-executive Chairman) and the non-executive directors Keith Cochrane, Andrew Dougal, Alison Horner and Baroness Morgan of Huyton. By the collapse Howson and Khan were no longer in post, replaced respectively by Keith Cochrane and Emma Mercer; the report notes that Mercer did not join Carillion plc's board. ^{3 4}

documentedCarillion's January 2018 group business plan presents the board as Philip Green (Chairman), Sally Morgan (Senior Independent Director), Keith Cochrane (Interim Chief Executive), Andrew Dougal (Audit Committee chair), Alan Lovell and Alison Horner (non-executive directors) and Justin Read (Audit Committee chair designate). It describes the board as refreshed with four appointments since July - Andrew Davies as Chief Executive, Sally Morgan, Alan Lovell and Justin Read - with Davies to join on 22 January, and states that Keith Cochrane and Andrew Dougal would step down during 2018. ^{5 3}

documentedThe Companies House officer list for Carillion plc records 32 officer appointments, 25 of them with resignations. The seven shown as active are the directorships of Keith Cochrane (appointed 2 July 2015), Andrew Dougal (3 October 2011), Philip Green (1 June 2011), Alison Horner (1 December 2013), Alan Lovell (1 November 2017), Baroness Sally Morgan (1 July 2017) and Justin Read (1 December 2017). ^{6 3}

qualification

All 32 entries are present in the retained copy of the list. Philip Green appears twice: an active directorship from 1 June 2011 and a second director entry with appointment and resignation both dated 1 June 2011. None of the entries is for Emma Mercer or Andrew Davies, consistent with the committees' statement that Mercer did not join the board.

documentedA published governance case study states that Philip Rogerson replaced Sir Neville Simms as Chairman of Carillion in May 2005, and that John McDonough was Chief Executive and Chris Girling Finance Director at the time of the Mowlem acquisition. Companies House records Sir Neville Simms as a director of Carillion plc from 28 May 1999 to 11 May 2005. ^{7 6}

qualification

The case study (a non-official secondary source) spells the names 'Sims' and 'Molem'; Simms's chairmanship is not stated in the retained official records, which show only his directorship.

documentedCarillion's 2014 annual report states that Philip Rogerson, Chairman since May 2005, stood down following the 2014 annual general meeting; its table of board changes gives 7 May as the date of his resignation as Non-Executive Chairman, matching the Companies House record of his directorship (1 October 2004 to 7 May 2014). His 2014 fees were £68 thousand. ^{1 6}

documentedPhilip Green joined Carillion's board on 1 June 2011 (2014 and 2016 annual reports; Companies House). According to the House of Commons committees' May 2018 report he joined as Senior Independent Non-Executive Director in June 2011; Carillion's 2014 annual report states that he had been Senior Independent Non-Executive Director and Chairman designate before becoming Chairman in 2014. ^{3 1 2 6 4}

documentedPhilip Green was non-executive Chairman of Carillion plc from May 2014 until the company was placed into compulsory liquidation on 15 January 2018. Carillion's 2014 remuneration report states that on appointment as Chairman he received a fee of £193,000 pro rata from 7 May 2014, the date given for Philip Rogerson's resignation; he is named Chairman in the 2016 annual report and in the January 2018 group business plan, and the House of Commons committees' report states that he was Chairman from 2014 until the liquidation. ^{1 3 2 5 8}

documentedThe House of Commons committees' May 2018 report states that Philip Green, Carillion's Chairman, is not to be confused with Sir Philip Green of Arcadia and, previously, BHS. Carillion's annual reports name him as Philip Green CBE, and Companies House records him as Philip Nevill Green. ^{3 2 6 4}

documentedAccording to the House of Commons committees' May 2018 report, Philip Green was appointed in 2011 as a corporate responsibility adviser to the then Prime Minister, a role he left in 2016; Carillion's 2016 annual report lists 'Advisor to the Prime Minister on Corporate Responsibility' among his external appointments. ^{3 2 4}

documentedCarillion's 2014 annual report lists Philip Green's external appointments as Non-Executive Chairman of BakerCorp, Senior Independent Director of Saga plc, Chairman Designate of Williams & Glyn Bank Limited and Chairman of Sentebale, a charity focused on Lesotho, and records that in 2014 he stood down as Chairman and a director of Clarkson plc on 9 May and was appointed a director of Saga plc on 29 May. The House of Commons committees' May 2018 report states that when he was appointed Carillion's Chairman he was also Chairman of BakerCorp and Chairman Designate of Williams and Glyn Bank Limited and had previously been Chairman of Clarkson plc. ^{1 3 4}

documentedCarillion's 2016 annual report lists Philip Green's external appointments as Non-Executive Chairman of BakerCorp Inc (USA), Non-Executive Chairman of Corsair Infrastructure Management (USA), Chairman of Sentebale, founder of the charity Hope Through Action and Advisor to the Prime Minister on Corporate Responsibility. An online encyclopedia entry states that he was chairman of BakerCorp from June 2011 until December 2017. ^{2 9}

documentedCarillion's 2014 and 2016 annual reports list Philip Green's past roles as Chief Executive of United Utilities Group PLC, Chief Executive of Royal P&O Nedlloyd, Director and Chief Operating Officer of Reuters Group PLC and Chief Operating Officer of DHL Europe and Africa, the 2014 report adding Chairman of Clarkson plc. An online encyclopedia entry states that he was chief executive of United Utilities from 2006 to 2011, succeeded by Steve Mogford, and chairman of Clarkson; Carillion's 2014 annual report states that Mogford joined United Utilities Group PLC as Chief Executive in March 2011. ^{9 1 2}

documentedSteve Mogford was a non-executive director of Carillion plc from September 2006: the 2014 annual report gives his board appointment date as 5 September 2006, while Companies House records 6 September 2006 and a resignation on 31 December 2015. After Philip Green became Chairman in 2014, Mogford was appointed Senior Independent Non-Executive Director; he sat on all five board committees, and the 2014 report stated that, having served nine years in September 2015, he would retire from the board in 2015 to keep within the Code's independence requirements for non-executive directors. He held no Carillion shares at 31 December 2014; his fees were £57 thousand for 2014 and £60 thousand for 2015. ^{1 6 2}

qualification

The board appointment date differs by one day between the 2014 annual report (5 September 2006) and Companies House (6 September 2006).

documentedCarillion's 2014 annual report lists Steve Mogford's external appointment as Chief Executive of United Utilities Group PLC, which he joined in March 2011, and his past roles as Chief Executive of Selex Galileo (part of Finmeccanica, Italy) and Chief Operating Officer and Director of BAE Systems plc. ¹

documentedKeith Cochrane joined Carillion's board as Senior Independent Non-Executive Director. The 2016 annual report gives his board appointment date as 2 July 2015 and its Audit and Remuneration Committee tables list him from 02.07.15; Companies House also records his appointment as a director on 2 July 2015. The House of Commons committees' May 2018 report gives the date as 2 July 2016. ^{2 6 3 4}

qualification

Conflicting dates: the annual report and the Companies House register give 2 July 2015, and the 2016 annual report shows a part-year fee of £28 thousand for Cochrane in 2015, consistent with a mid-2015 appointment; the committees' report, which cites the 2016 annual report, gives 2 July 2016. The register and annual-report date is used here.

documentedCarillion's 2016 annual report shows the Nominations and Business Integrity Committees chaired by Philip Green, the Sustainability Committee by Ceri Powell, the Audit Committee by Andrew Dougal and the Remuneration Committee by Alison Horner. Its Audit Committee table lists Dougal (chairman, member since 03.10.11), Keith Cochrane (02.07.15), Horner (01.12.13) and Powell (02.04.14), and the Remuneration Committee consisted of the independent non-executive directors Horner, Powell, Dougal and Cochrane. ²

documentedCarillion's 2016 annual report lists Keith Cochrane's external appointment as UK Government Lead Non-Executive Director for the Scotland Office and the Office of the Advocate General, and his past roles as Chief Executive of The Weir Group PLC, Chief Executive and Finance Director of Stagecoach Group PLC and Director of Group Finance of ScottishPower PLC. ²

documentedWhen Richard Howson was removed as Chief Executive in July 2017, the board asked Keith Cochrane, already a board member, to take the role on an interim basis (House of Commons committees' May 2018 report). FTI Consulting's January 2018 'Project Ray' review for the lenders and the January 2018 group business plan describe Cochrane as Interim Chief Executive, the plan stating that Cochrane and Andrew Dougal would step down during 2018; the National Audit Office interviewed Cochrane as the Chief Executive in post at the time of the insolvency. ^{3 14 5 15 4}

documentedJohn McDonough was Carillion's Chief Executive before Richard Howson: Carillion's 2014 remuneration report records his base salary as £632,000 and his single total figure of remuneration as £1,666 thousand for 2009, £1,512 thousand for 2010 and £1,719 thousand for 2011, Howson taking over on 1 January 2012. Companies House records McDonough as a director of Carillion plc from 1 January 2001 to 31 December 2011, and a published governance case study states that he was Chief Executive at the time of the Mowlem acquisition. ^{1 6 7}

documentedRichard Howson joined Carillion's board on 10 December 2009 and was Group Chief Executive from 1 January 2012, having previously been Chief Operating Officer, until 10 July 2017, when he was removed as the company issued its profit warning (House of Commons committees' May 2018 report; the FCA gives the same tenure, and Companies House records his directorship as ending on 10 July 2017). According to the committees, he stayed on in a lesser role, with responsibilities for collecting cash on key contracts and boosting morale in the UK construction business, before leaving in September 2017, and continued to receive his full contractual salary until the company entered liquidation. ^{3 2 16 6 1 4}

documentedCarillion's annual reports describe Richard Howson as a Fellow of the Institution of Civil Engineers with 19 years' service with Carillion in various roles (2014 report) and 22 years (2016 report); his past roles were Chief Operating Officer, Executive Director responsible for UK Construction and Middle East and North Africa, and Managing Director, Middle East and North Africa, all at Carillion plc. The House of Commons committees' report states that he had been at the company since its formation in 1999. ^{1 2 3}

documentedCarillion's 2014 annual report states that Richard Howson held no external appointments. The 2016 annual report lists them as Chairman of BITC's Community Leadership Team, Chairman of the CBI's Construction Council and Non-Executive Director of John Wood Group PLC, and states that he retained the fee of £35,374 paid in 2016 for the Wood Group role. ^{2 1}

documentedAccording to the House of Commons committees' May 2018 report, in October 2017 Carillion appointed a permanent successor as Chief Executive from outside the company, whose start date was brought forward to 22 January 2018; by then the company was already in liquidation, having been placed into compulsory liquidation on 15 January 2018. FTI Consulting's January 2018 review and the January 2018 group business plan name him as Andrew Davies, Chief Executive of Wates Group and a non-executive director of Chemring plc and Flowgroup plc, announced as the group's future Chief Executive and due to join on 22 January. ^{3 14 5 8 6 4}

qualification

The retained documents do not show Davies taking office: the Companies House officer list for Carillion plc contains no appointment for him. The business plan's appointment profiles are printed in interleaved columns; the attribution of the Wates, Chemring and Flowgroup entries to Davies follows the column layout.

documentedA published governance case study states that Chris Girling was Carillion's Finance Director from 1999 until he retired in April 2007 and was replaced by Richard Adam. Companies House records Christopher Francis Girling as a director of Carillion plc from 8 November 1999 to 30 April 2007. ^{7 6}

documentedRichard Adam was Carillion's Group Finance Director and a board member from 2 April 2007 until he retired on 31 December 2016 (2014 and 2016 annual reports; Companies House; the FCA gives April 2007 to 31 December 2016). In his 20 February 2018 letter to the committees Adam stated that the company announced his retirement on 24 August 2016, that he resigned most of his subsidiary directorships on 31 October 2016 and that he formally retired on 31 December 2016. The 2016 annual report states that he retired after nine years with Carillion and was succeeded by Zafar Khan. ^{2 18 1 3 6 19}

documentedCarillion's 2014 annual report describes Richard Adam as a chartered accountant who qualified with KPMG in 1982, with past roles as Group Finance Director of Associated British Ports Holdings plc, Hodder Headline Plc and TVS Entertainment plc and as non-executive director and audit committee chairman of SSL International plc. It lists his external appointment as Non-Executive Director of Countrywide PLC, where he chaired the Audit and Risk Committee, an appointment made in 2014 after discussion and agreement with the Chairman. ¹

documentedCarillion's remuneration reports state that Richard Adam retained fees of £12,249 and £30,885 paid in 2014 as a non-executive director of Wincanton plc and Countrywide PLC respectively, having stood down from the Wincanton board in September 2014, and fees of £55,000 each paid in 2016 for his roles as a non-executive director of Countryside Properties Plc and Countrywide PLC. ^{1 2}

documentedCarillion's 2016 remuneration report gives Richard Adam's single total figure of remuneration for 2016 as £1,060 thousand (salary £460 thousand, benefits £19 thousand, bonus £140 thousand, long-term incentives £278 thousand, pension £163 thousand), excluding a payment in lieu of notice of £135,939 for 1 January to 24 February 2017. The report states that his 2016 bonus was paid fully in cash, that he received salary, pension supplement and car allowance for his notice period, that his deferred bonus shares for 2013 to 2015 were released on his departure, and that his outstanding 2014 to 2016 LEAP awards would vest on the normal dates, pro rata and subject to performance conditions. The House of Commons committees' May 2018 report describes a final pay package of £1.1 million in December 2016. ^{3 2 4}

documentedIn his 20 February 2018 letter to the committees, Richard Adam stated that on his retirement on 31 December 2016 he held 122,014 Carillion shares and that 93,472 deferred bonus shares (from the 2013, 2014 and 2015 bonus schemes) and 38,594 shares from the 2013 LEAP award vested on or around his retirement; all of these were sold through Carillion's broker at £2.100467 per share on 1 March 2017. The 112,416 shares from the 2014 LEAP award vested on 8 May 2017 and were sold that day at £2.1548 per share, while 450,144 shares from the 2015 and 2016 LEAP awards would be forfeited because of the collapse. Adam stated that all sales other than the 122,014-share holding were subject to a 47% tax and national insurance deduction by Carillion, and that he sold on those dates because they were the days on which the company invited him to do so. The House of Commons committees' May 2018 report puts the total at £776,000 between March and May 2017, at an average price of 212p, and notes that the share price fell to 57p by mid-July 2017. ^{3 18 2 4}

qualification

Carillion's 2016 annual report shows 112,417 shares vesting from Adam's 2014 LEAP award, one more than the 112,416 given in the letter.

documentedIn his 20 February 2018 letter, replying to the committees' question about his evidence that the purchase of Alfred McAlpine had added '£650 million of goodwill' while Alfred McAlpine held net liabilities of £50 million, Richard Adam stated that Alfred McAlpine's net liabilities of £50.1 million at the date of acquisition and goodwill of £615 million arising on the acquisition are set out in note 32 of Carillion's 2008 annual report, and that he believed cost savings of £100 million were achieved. Companies House records the acquired company, now Carillion (AM) Limited, under the name Alfred McAlpine PLC until 12 February 2008; Carillion's 2016 annual report refers to the acquisition of Alfred McAlpine plc in 2008 and lists Carillion (AM) Limited as a 100% subsidiary. ^{18 21 2}

documentedZafar Khan became Group Finance Director and a board director of Carillion plc with effect from 1 January 2017, succeeding Richard Adam after what the 2016 annual report calls a rigorous selection process involving external and internal candidates. He had been Carillion's Group Financial Controller and, before that, Finance Director of Al Futtaim Carillion, the group's joint venture in the United Arab Emirates; his annual report biography also lists Finance Director, Middle East and North Africa, Carillion plc, Chief Financial Officer of Associated British Ports Holdings Limited and senior financial roles with BBA Group plc and Flag Telecom Holdings Limited. Khan's employment was terminated with effect from 8 September 2017 (his letter to the committees); Companies House records his resignation as a director on 11 September 2017, and the FCA gives his tenure as 1 January 2017 to September 2017. ^{2 22 6 19}

documentedCarillion's 2016 remuneration report set Zafar Khan's package from 1 January 2017 as a base salary of £425,000, an annual bonus opportunity of up to 100 per cent of salary, a LEAP award of 150 per cent of salary, employer pension contributions of 20 per cent of salary up to the £132,700 cap with a 25 per cent cash supplement above it, and a company car allowance of £14,500. In his 21 February 2018 letter to the committees, Khan stated that his service contract provided for 12 months' notice; that after terminating his employment with effect from 8 September 2017 Carillion was contractually obliged to make 12 monthly payments of salary, car allowance and pension until August 2018, of which he received four (September to December 2017) before payments stopped because of the liquidation; and that he had not entered into the draft settlement agreement Carillion sent him, under which he would have released Carillion from his claims and kept the circumstances of his termination confidential. ^{22 2}

documentedEmma Mercer replaced Zafar Khan as Group Finance Director in September 2017 and remained in post until the collapse (House of Commons committees' May 2018 report); the January 2018 group business plan lists her as CFO on the Group Executive, appointed in September 2017. FTI Consulting's January 2018 review states that she assumed the role 'although not a board director', and the committees' report notes that she did not join Carillion plc's board; the National Audit Office interviewed her as the Finance Director in post at the time of the insolvency. ^{3 14 15 5 23 4}

qualification

The National Audit Office report refers to Mercer and Cochrane as 'former Carillion directors in post' at the insolvency; Mercer held no directorship of Carillion plc, though she was a director of the subsidiary Carillion (AMBS) Limited from December 2017.

documentedAccording to the House of Commons committees' May 2018 report, Emma Mercer returned to the UK in April 2017 after three years in the Canadian part of the business; a published governance case study states that she returned to become Finance Director of Construction Services. ^{3 7 4}

documentedCompanies House records Emma Louise Mercer as a director of the subsidiary Carillion (AMBS) Limited from 8 December 2011 to 10 January 2014 and again from 12 December 2017 to 1 June 2018. ²³

documentedAndrew Dougal was an independent non-executive director of Carillion plc from 3 October 2011 (annual reports; Companies House) and chaired the Audit Committee, whose table in the 2016 annual report lists him as chairman with membership from 03.10.11; he also sat on the Remuneration, Nominations, Business Integrity and Sustainability Committees. The January 2018 group business plan still lists him as Audit Committee chair, with Justin Read as chair designate, and states that he would step down during 2018; in his 5 April 2018 letter to the committees Dougal described Read as 'replacing me as Chair of the Audit Committee'. ^{2 1 3 5 6 12}

documentedCarillion's 2014 annual report lists Andrew Dougal's external appointments as Senior Independent Non-Executive Director and Audit Committee Chair of Creston plc, Non-Executive Director of Premier Farnell plc, Non-Executive Director of Victrex plc with effect from 1 March 2015, and member of the Council and the Oversight Board of the Institute of Chartered Accountants of Scotland; his past roles were Group Finance Director and Chief Executive of Hanson plc, non-executive director and audit committee chairman of Taylor Wimpey plc and Taylor Woodrow plc, and non-executive director and audit committee member of BPB Plc. The 2016 annual report lists his external appointments as Non-Executive Director and Audit Committee Chair of Victrex plc and member of the Council of the Institute of Chartered Accountants of Scotland, with Creston plc and Premier Farnell Plc among his past roles. ^{1 2}

qualification

The 2016 biography is printed in three interleaved columns; the attribution of these entries to Dougal follows the column layout.

documentedAlison Horner joined Carillion's board as an independent non-executive director on 1 December 2013 (annual reports; Companies House) and in May 2014 succeeded Vanda Murray as chair of the Remuneration Committee; she was also a member of the Audit Committee from 01.12.13 and of the Nominations, Business Integrity and Sustainability Committees. The House of Commons committees' May 2018 report describes her as a non-executive director from December 2013 until the company's collapse and notes that, apart from Philip Green, she was the only proposed member of the new board whose appointment pre-dated the July 2017 profit warning. ^{3 1 2 6 4}

documentedCarillion's 2014 annual report lists Alison Horner's external appointments as Group Personnel Director and member of the Executive Committee of Tesco Plc and Trustee of the Tesco Pension Scheme, with past roles as Operations Director at Tesco and non-executive director of Tesco Bank; the 2016 annual report gives her Tesco title as Chief People Officer and member of the Executive Committee, and the House of Commons committees' May 2018 report describes her as Chief People Officer at Tesco plc with responsibilities for over 500,000 staff. Companies House records Horner as a director of Tesco Pension Trustees Limited from 29 March 2012 to 1 June 2018. ^{1 3 2 24 4}

documentedCeri Powell joined Carillion's board as an independent non-executive director on 2 April 2014 (2014 annual report; Companies House), became a member of all five board committees and chaired the Sustainability Committee. On 19 January 2017 Carillion announced that Powell would stand down from the board on 31 March 2017 owing to an international relocation to take up an appointment as Managing Director of Brunei Shell Petroleum; Companies House records the resignation on 31 March 2017. ^{2 1 6}

documentedCarillion's 2014 annual report lists Ceri Powell's external appointment as Executive Vice President for Exploration at Royal Dutch Shell, which it describes as a customer of, and supplier to, the group; it states that Powell had not been and was not expected to be involved in any commercial dealings between the group and Royal Dutch Shell, and that the board therefore considered the Chairman and each non-executive director independent under the UK Corporate Governance Code. Powell's past roles were Vice President Strategy and Regional Vice President Exploration (Middle East, Caspian and South Asia) at Royal Dutch Shell; the 2016 annual report gives the Shell title as Executive Vice President for Global Exploration. ^{1 2}

documentedVanda Murray, a non-executive director since 2005 who chaired the Remuneration Committee, retired from Carillion's board in 2014 after almost nine years; the 2014 annual report gives 7 May as the date of her resignation, and Companies House records her directorship from 1 June 2005 to 7 May 2014. Alison Horner succeeded her as Remuneration Committee chair in May 2014. ^{1 6}

documentedBaroness Morgan of Huyton (Sally Morgan) was a non-executive director of Carillion plc immediately before the July 2017 profit warning, according to the House of Commons committees' May 2018 report; Companies House records her appointment as a director on 1 July 2017. The January 2018 group business plan lists her as Senior Independent Director and as one of four board appointments since July, describing her as a non-executive director of Countryside Properties plc, a former non-executive director of Dixons Carphone plc and, in 2001-05, director of government relations at 10 Downing Street. ^{3 5 6 4}

qualification

The business plan's appointment profiles are printed in interleaved columns; the attribution of these entries follows the column layout.

documentedAlan Lovell was appointed a non-executive director of Carillion plc at the request of the creditors, to strengthen the board's restructuring experience, according to FTI Consulting's January 2018 review; Companies House records his appointment on 1 November 2017. The January 2018 group business plan describes him as Chairman of the Consumer Council for Water and a former chief executive of Infinis, Costain Group and Jarvis plc, with extensive restructuring experience. ^{14 6 5 3}

qualification

The business plan's appointment profiles are printed in interleaved columns; the attribution of these entries follows the column layout.

documentedJustin Read became a director of Carillion plc on 1 December 2017 (Companies House) and is named Audit Committee chair designate in the January 2018 group business plan; Andrew Dougal wrote in April 2018 that Read was replacing Dougal as Audit Committee chair. The business plan describes Read as a non-executive director of Ibstock plc and Grainger plc, Chairman of Segro Pension Scheme Trustees Limited, and formerly Group Finance Director of Segro (2011-16) and of Speedy Hire (2008-11). ^{5 6 12 3}

qualification

The business plan's appointment profiles are printed in interleaved columns; the attribution of these entries follows the column layout.

documentedRichard Tapp was Company Secretary of Carillion plc: Companies House records his appointment as secretary on 1 December 2001 and his resignation on 25 June 2018, and the 2016 annual report names him as Secretary. The January 2018 group business plan lists him on the Group Executive as Legal and Company Secretary, in the role since 2002, previously Company Secretary and Group Legal Adviser at Blue Circle Industries plc. ^{2 5 6 3}

qualification

The business plan's executive profiles are printed in interleaved columns; the attribution of these entries follows the column layout.

documentedCarillion's January 2018 group business plan presents a smaller Group Executive under the Interim Chief Executive: Andy Jones, Chief Operating Officer from 1 October 2017 (latterly President and CEO of Carillion Canada; with Carillion since 2001); Emma Mercer, CFO, appointed September 2017; Janet Dawson, Chief HR Officer, appointed in 2013; Richard Tapp, Legal and Company Secretary, in the role since 2002; Lee Watson, Chief Transformation Officer, appointed September 2017, an EY partner (since 2008) on secondment; and Donald Muir, Head of Business Improvement from November 2017. The plan describes the Chief Transformation Officer and Head of Business Improvement posts as temporary. FTI Consulting's January 2018 review also records Jones's appointment as COO, and the 2016 annual report names Janet Dawson as Group HR Director. ^{5 14 2 3}

qualification

The business plan's executive profiles are printed in interleaved columns; the attribution of these entries follows the column layout.

documentedEY told the committees that its partner Lee Watson was seconded to Carillion as Chief Transformation Officer, reporting to the Chief Executive Keith Cochrane, and attended some board meetings in that capacity to provide updates on restructuring activity, but was not a director of Carillion or a member of its board. FTI Consulting's January 2018 review records Watson (of EY) as Chief Transformation Officer and states that Carillion retained EY to support the development of the business plan, working capital, liquidity and cost reduction; the House of Commons committees' May 2018 report states that EY was appointed on 14 July 2017 to support a strategic review of the company. ^{4 14 3}

documentedCarillion's January 2018 group business plan lists five new divisional Managing Directors in role from October 2017: Mark Davies (Infrastructure; previously MD of Carillion Infrastructure), Richard Lumby (Central Government; leading Carillion's defence and security portfolio since 2002), Daniel Easthope (Corporate & Regions; MD from 2013 of CarillionAmey, the joint venture maintaining most of the UK defence estate), Khalid Nawaz (Building; previously Finance Director for the Middle East and Carillion telent) and Simon Buttery (International; latterly MD of the Middle East & North Africa business, previously President & Chief Executive of Carillion Canada). Under the new structure the MDs no longer sat on the Group Executive but continued to report to the Chief Executive. ^{5 4 3}

qualification

In his written response to the committees' report, Richard Howson stated that 4 out of the 5 existing experienced divisional managing directors were removed from their roles in the last months before the liquidation.

documentedCarillion's 2014 annual report states that Chief Executive Richard Howson was responsible to the board for sustainability, while Chief Sustainability Officer David Picton was accountable for sustainability across the group, and that a Board Sustainability Committee chaired by non-executive director Dr Ceri Powell had been created to operate from the beginning of 2015. The 2016 annual report thanks Powell for the contribution made particularly as chairman of the Board Sustainability Committee. ^{1 2}

documentedCarillion's 2014 remuneration report states that Richard Howson's base salary was set at £560,000 on his appointment as Chief Executive on 1 January 2012, below the £632,000 paid to his predecessor John McDonough, and was raised by 9% to £610,400 from 1 January 2015, with a further 8% increase to £660,000 intended from 1 January 2016 subject to continued strong business and personal performance. The 2016 report confirms a base salary of £660,000 for 2016, unchanged for 2017, and an 8% rise in his salary and fees between 2015 and 2016 against 2% for UK employees. ^{1 2 3 4}

qualification

The House of Commons committees' May 2018 report attributes the rises to benchmarking commissioned from Deloitte in 2015 and gives them as 8% in 2015 and 9% in 2016; Carillion's remuneration reports give the opposite order (9% from 1 January 2015, 8% from 1 January 2016).

documentedCarillion's 2014 remuneration report gives the single total figure of remuneration for 2014 as £1,024 thousand for Richard Howson (salary £560 thousand, benefits £20 thousand, bonus £246 thousand, pension £198 thousand) and £818 thousand for Richard Adam (salary £450 thousand, benefits £21 thousand, bonus £203 thousand, pension £144 thousand), with no long-term incentive vesting; non-executive fees totalled £451 thousand, including £147 thousand for Philip Green, £68 thousand for Philip Rogerson, £61 thousand for Alison Horner, £60 thousand for Andrew Dougal, £57 thousand for Steve Mogford, £37 thousand for Ceri Powell and £21 thousand for Vanda Murray. Its table of Chief Executive pay gives Howson's single figure as £791 thousand for 2012, £1,034 thousand for 2013 and £1,024 thousand for 2014, with annual bonuses of 36% (2013) and 44% (2014) of the maximum opportunity. ¹

documentedCarillion's 2016 remuneration report gives the single total figure of remuneration for 2016 as £1,510 thousand for Richard Howson (salary £660 thousand, benefits £28 thousand, bonus £245 thousand, long-term incentives £346 thousand, pension £231 thousand) and £1,060 thousand for Richard Adam, against £1,283 thousand and £971 thousand for 2015; Philip Green's fee was £215 thousand (2015: £193 thousand), each of the other non-executive directors - Andrew Dougal, Alison Horner, Ceri Powell and Keith Cochrane - received £61 thousand, and total directors' remuneration was £3,029 thousand. Howson's 2016 bonus was 37.125% of salary, with no amount earned on the earnings-per-share and cash-conversion targets. The House of Commons committees' May 2018 report states that Howson's total remuneration rose to £1.5 million in 2016 and that he received a bonus of £245,000 (37% of his salary) despite meeting none of his financial performance targets. ^{3 2 4}

documentedCarillion's 2016 remuneration report shows a Chairman's fee of £215,000 for 2016 and 2017 and a basic non-executive fee of £51,000, with an additional £10,500 each for chairing the Remuneration, Audit or Sustainability Committee and for the Senior Independent Non-Executive Director; the Chairman received no additional fee for committee memberships. According to the House of Commons committees' May 2018 report, Philip Green was awarded a 10% increase in his fees as Chairman in 2016, from £193,000 to £215,000, based on benchmarking, while Carillion's wider comparable workforce received a 2% pay rise in 2016. ^{3 1 2 4}

documentedAccording to the House of Commons committees' May 2018 report, Carillion's senior leaders could earn an annual bonus of up to 100% of basic pay, split evenly between financial and other objectives; in December 2016 the Remuneration Committee told shareholders it intended to raise the maximum to 150% of salary, but abandoned the plan in March 2017 after investors such as BlackRock protested in private, and around 20% of investors voted against the remuneration report at the 2017 annual general meeting. Carillion's 2016 annual report records 81% of votes for and 19% against the remuneration report at the 2016 annual general meeting. ^{3 2 4}

documentedAccording to the House of Commons committees' May 2018 report, Carillion's Remuneration Committee agreed in February 2015 a clawback policy allowing bonuses to be recovered if the accounts needed to be restated or a director was guilty of gross misconduct, with the committee as arbiter; in September 2017, as part of its search for a new Chief Executive, it agreed new clawback triggers recommended by Deloitte, including reputational damage, failures of risk management and errors in performance assessments, and considered asking directors to return their 2016 bonuses but concluded that this 'could not be enforced and would be very difficult to achieve at this stage'. Carillion's 2016 remuneration report described a clawback provision giving the committee the right to recover all elements of bonus and a malus provision allowing unvested deferred bonus awards to be reduced in circumstances of corporate failure. ^{3 2 4}

documentedAccording to the House of Commons committees' May 2018 report, papers of the Remuneration Committee - chaired by Alison Horner since May 2014 - dated 9 July 2017, the day before the first profit warning, show that it agreed to offer retention payments to five senior employees to remain with the company until 30 June 2018, and salary increases of between 25 and 30% 'in the light of the very considerable burden likely to fall on certain roles'. The committees also report, citing Remuneration Committee minutes of 23 October 2017, a decision to pay the new interim Chief Executive Keith Cochrane, a former member of the committee, a fee of £750,000 for the role, which they describe as notably higher than his predecessor's basic pay. ^{3 4}

documentedAccording to the House of Commons committees' May 2018 report, Carillion's former directors, though most were shareholders, were not members of the company's defined benefit pension schemes but received employer contributions to a defined contribution scheme; for 2016 Richard Howson and Richard Adam received employer contributions of £231,000 and £163,000 respectively, matching the pension column of the 2016 remuneration report. That report states that Howson received pension contributions and supplements of 40 per cent of salary up to a cap of £132,700 and 33.6 per cent above it, and that Zafar Khan received 20 per cent up to the cap and 25 per cent above it. ^{3 1 2 4}

qualification

Carillion's 2014 remuneration report shows Howson as a deferred member of a defined benefit scheme that was closed to future accrual in April 2009, with an accrued pension of £27,557 at 31 December 2014; the committees' general statement does not mention this deferred entitlement.

documentedCarillion's remuneration reports record the directors' shareholdings in Carillion plc owned outright. At 31 December 2014: Richard Adam 119,274 shares, Richard Howson 121,789, Philip Green 10,000 and Andrew Dougal 5,000, with none held by Alison Horner, Steve Mogford or Ceri Powell. At 31 December 2016: Howson 137,487, Adam 122,014, Zafar Khan 1,368, Green 10,000, Dougal 5,000 and Horner 3,000, with none held by Keith Cochrane or Powell; the executive directors also held unvested LEAP awards and deferred bonus shares. The House of Commons committees' May 2018 report notes that Dougal held 5,000 shares. ^{1 3 2 4}

documentedThe Companies House officer list for Carillion plc (company number 03782379) shows 32 officer entries, 25 of them marked as resigned. Seven directors are listed as active with no termination date: Keith Robertson Cochrane, Andrew James Harrower Dougal, Philip Nevill Green, Alison Jane Horner, Alan Charles Lovell, Baroness Sally Morgan and Justin Richard Read. Companies House records the company as in compulsory liquidation, with the winding up commencing on 15 January 2018; the officer list records no termination for these seven appointments. Emma Mercer does not appear in the list. ^{1 2}

documentedCompanies House records Keith Robertson Cochrane as a director of Carillion plc appointed on 2 July 2015; the officer list shows the appointment as active, with no termination recorded. ^{1 3}

documentedCompanies House records Andrew James Harrower Dougal as a director of Carillion plc appointed on 3 October 2011; the officer list shows the appointment as active, with no termination recorded. ^{1 4}

documentedCompanies House records Philip Nevill Green as a director of Carillion plc appointed on 1 June 2011; the officer list shows the appointment as active, with no termination recorded. The officer record behind this entry lists this single appointment. ^{1 5}

documentedThe Carillion plc officer list also contains a second director entry under the name Philip Nevill Green, recorded as appointed and resigned on the same day, 1 June 2011. The officer record behind this second entry lists that one Carillion plc appointment and no other. ^{1 6}

documentedCompanies House records Alison Jane Horner as a director of Carillion plc appointed on 1 December 2013; the officer list shows the appointment as active, with no termination recorded. ^{1 7}

documentedCompanies House records Alan Charles Lovell as a director of Carillion plc appointed on 1 November 2017; the officer list shows the appointment as active, with no termination recorded. ^{1 8}

documentedCompanies House records Baroness Sally Morgan (Baroness Morgan of Huyton) as a director of Carillion plc appointed on 1 July 2017; the officer list shows the appointment as active, with no termination recorded. The officer record behind this entry lists this single appointment. ^{1 9}

documentedCompanies House records Dirk Olaf Fitzhugh as company secretary of Carillion plc from 28 May 1999 to 1 December 2001. ¹

documentedCompanies House records Richard Francis Tapp as company secretary of Carillion plc from 1 December 2001 to 25 June 2018; the recorded resignation date falls after the winding up of Carillion plc commenced on 15 January 2018. ^{1 2}

documentedCompanies House records Richard John Adam as a director of Carillion plc from 2 April 2007 to 31 December 2016. ^{1 10}

documentedCompanies House records Christopher Roger Ettrick Brooke as a director of Carillion plc from 28 May 1999 to 31 December 2001. ^{1 11}

documentedCompanies House records Alan Charles Coppin as a director of Carillion plc from 8 June 1999 to 31 December 2001. ¹

documentedCompanies House records Roger Joseph Dickens as a director of Carillion plc from 24 May 2000 to 2 December 2005. ^{1 12}

documentedCompanies House records David Noel Christopher Garman as a director of Carillion plc from 7 September 2004 to 4 May 2011. ¹

documentedCompanies House records Christopher Francis Girling as a director of Carillion plc from 8 November 1999 to 30 April 2007. ^{1 13}

documentedCompanies House records Richard John Howson as a director of Carillion plc from 10 December 2009 to 10 July 2017. ¹

documentedCompanies House records David Stuart Hurcomb as a director of Carillion plc from 1 January 2008 to 8 December 2009. ¹

documentedCompanies House records Thomas Donald Kenny as a director of Carillion plc from 6 September 2006 to 31 August 2010. ^{1 14}

documentedCompanies House records Zafar Iqbal Khan as a director of Carillion plc from 1 January 2017 to 11 September 2017. ¹

documentedCompanies House records David Ossian Maloney as a director of Carillion plc from 1 November 2005 to 3 October 2011. ^{1 15}

documentedCompanies House records John McDonough as a director of Carillion plc from 1 January 2001 to 31 December 2011. ^{1 16}

documentedCompanies House records Euan McEwan as a director of Carillion plc from 28 May 1999 to 30 April 2001. ¹

documentedCompanies House records Steven Lewis Mogford as a director of Carillion plc from 6 September 2006 to 31 December 2015. ^{1 17}

documentedCompanies House records Vanda Murray as a director of Carillion plc from 1 June 2005 to 7 May 2014. ^{1 18}

documentedCompanies House records Jean Paul Parayre as a director of Carillion plc from 28 May 1999 to 7 December 2004. ¹

documentedCompanies House records Andrew Ronald Parrish as a director of Carillion plc from 31 March 2000 to 11 May 2005. ^{1 19}

documentedCompanies House records Ceri Michele Powell as a director of Carillion plc from 2 April 2014 to 31 March 2017; it is the only appointment on her officer record. ^{1 20}

documentedCompanies House records Roger William Robinson as a director of Carillion plc from 28 May 1999 to 6 May 2009. ¹

documentedCompanies House records Philip Graham Rogerson as a director of Carillion plc from 1 October 2004 to 7 May 2014. ^{1 21}

documentedCompanies House records Bernard John Sharples as a director of Carillion plc from 28 May 1999 to 16 May 2001. ¹

documentedCompanies House records Sir Neville Ian Simms as a director of Carillion plc from 28 May 1999 to 11 May 2005. ¹

documentedCompanies House records Keith Robertson Cochrane as a director of four companies, Carillion Services Limited, Carillion (AMBS) Limited, Carillion Integrated Services Limited and Sovereign Hospital Services Limited, each from 12 December 2017 to 14 February 2018. The recorded resignation date falls after the winding up of Carillion plc commenced on 15 January 2018; the register shows all four companies as in liquidation. ^{3 22 2}

documentedKeith Robertson Cochrane's main Companies House officer record lists 99 appointments. It records him as a director of Weir plc (company number SC002934) from 3 July 2006 to 30 September 2016, of Third Energy Onshore Limited from 8 September 2017 to 12 September 2018, and of Buchan 2 Limited from 10 September 2024, the last shown as active. ³

documentedA second Companies House officer record under the name Keith Robertson Cochrane, with registry details matching his Carillion plc entry, lists 114 appointments, among them a directorship of Stagecoach Group Limited from 4 March 1996 to 21 July 2002. ²³

documentedRichard John Howson's Companies House officer record lists 61 appointments. It records him as a director of Carillion Construction Limited from 10 December 2009; of Carillion Services Limited, Carillion Services 2006 Limited and Carillion (AMBS) Limited from 15 December 2010; of Carillion JM Limited and Carillion MENA Limited from 6 February 2012; and of Amber LEP Investments Limited from 19 October 2012. Each of these directorships, like every other directorship on the first page of the list apart from John Wood Group Limited, is recorded as ending on 15 January 2018, the date on which the winding up of Carillion plc commenced. ^{24 22 2}

documentedCompanies House records Richard John Howson as a director of John Wood Group Limited from 12 May 2016 to 17 January 2018. ²⁴

documentedZafar Iqbal Khan's Companies House officer record lists 76 appointments. It records him as a director of Carillion Construction Limited from 10 January 2014 and of Carillion Holdings Limited from 31 October 2016, both to 11 September 2017, the date on which his Carillion plc directorship ended. The Carillion (AMBS) Limited officer list records two terms for him as a director: from 10 January 2014 to 11 September 2014, and from 31 October 2016 to 11 September 2017. ^{25 22 1}

documentedRichard John Adam's Companies House officer record lists 163 appointments. The Carillion (AMBS) Limited officer list records him as a director of that company from 12 February 2008 to 31 October 2016. ^{10 22}

documentedCompanies House records Richard John Adam as a director of Countrywide Limited from 9 June 2014 to 25 April 2018, of Countryside Partnerships Limited from 17 December 2015 to 31 December 2017, of FirstGroup plc from 24 February 2017 to 2 February 2018, and of BMT Group Limited from 1 May 2017 to 17 January 2018. ¹⁰

documentedAndrew James Harrower Dougal's Companies House officer record lists 70 appointments. Besides Carillion plc, it records him as a director of Taylor Wimpey plc from 18 November 2002 to 21 April 2011, Premier Farnell Limited from 1 September 2006 to 16 June 2015, Digital Unlimited Group Ltd from 7 September 2006 to 30 November 2015, and Victrex plc from 1 March 2015 to 6 February 2018. ⁴

documentedThe same Companies House record lists Andrew James Harrower Dougal as a director of Hanson Trust Limited from 31 May 1995 to 22 October 1999, of the Construction Products Association from 19 October 1999 to 18 June 2002, and of BPB Limited from 1 August 2003 to 7 December 2005. ⁴

documentedAlison Jane Horner's Companies House officer record lists two appointments: the Carillion plc directorship and a directorship of Tesco Pension Trustees Limited from 29 March 2012 to 1 June 2018. ⁷

documentedAlan Charles Lovell's main Companies House officer record lists 8 appointments. Besides Carillion plc, it records him as a director of Sepura Limited from 24 October 2016 to 24 May 2017, Birmingham Highways Holdings Limited from 20 August 2018 to 29 June 2019, Amey Limited from 29 April 2019 to 31 July 2019, and Mitie Group plc from 1 January 2021 to 5 March 2021. ⁸

documentedA second Companies House officer record under the name Alan Charles Lovell, with registry details matching his Carillion plc entry, lists one appointment: director of University of Winchester Academy Trust from 5 August 2015 to 16 December 2016. ²⁶

documentedA second Companies House officer record, under the name Sally Morgan of Huyton and with registry details matching her Carillion plc entry, lists one appointment: director of The Professional Teaching Institute from 29 May 2020 to 31 December 2024. ²⁷

documentedJustin Richard Read's Companies House officer record lists 262 appointments. Besides Carillion plc, it records him as a director of Speedy Hire Centres Limited from 1 April 2008 to 27 August 2011, SEGRO Public Limited Company from 30 August 2011 to 31 December 2016, Ibstock plc from 1 January 2017 to 21 May 2026, Grainger plc from 13 February 2017 to 18 June 2026, and Affinity Water Limited from 14 July 2020, the last shown as active. ²⁸

documentedA second Companies House officer record under the name Dirk Olaf Fitzhugh, with the same correspondence details as his Carillion plc secretary entry, lists three appointments, among them company secretary of Carillion Nominees Limited from 21 July 1999 to 1 December 2001, the date on which his Carillion plc secretaryship ended. ^{1 29}

documentedRichard Francis Tapp's Companies House officer record lists 119 appointments. It records him as company secretary of Carillion Nominees Limited from 1 December 2001 to 18 December 2018, and as director and company secretary of Carillion Group Limited from 1 December 2001 with no end date recorded; both companies are shown as dissolved. ³⁰

documentedCompanies House shows Richard Francis Tapp as an active director of Marchwiel Properties Limited and as active company secretary of Carillion AM Developments Limited, both appointments dated 12 February 2008; the register records both companies as in liquidation. ³⁰

documentedCompanies House records Richard Francis Tapp as a director of The Centre for Tomorrow's Company from 25 February 2017, with no resignation date; the company is shown as dissolved. ³⁰

documentedChristopher Roger Ettrick Brooke's Companies House officer record lists 40 appointments. It records him as a director of Candover Investments plc from before 15 May 1991 to 11 May 1999, of Tarmac Holdings (THL) Limited from 20 April 1994 to 29 July 1999, of SEGRO Public Limited Company from before 1 June 1992 to 15 May 2001, of Foresight Enterprise VCT plc from 4 February 1998 to 10 December 2012, and of IP Group plc from 20 December 2001 to 31 August 2011. ¹¹

documentedThe Companies House officer list for Marshalls plc shows 30 officers, 22 of them resigned. It includes three former directors of Carillion plc: Alan Charles Coppin, director from 12 May 2010 to 18 May 2016 under the same officer record as his Carillion plc directorship; Vanda Murray, director from 9 May 2018 and shown as active; and Philip Graham Rogerson, director from 1 September 2021 to 14 December 2021. ³¹

documentedRoger Joseph Dickens's Companies House officer record lists 29 appointments. It records him as a director of KPMG Audit Limited from 3 October 1995 to 30 September 1998, of Tarmac Holdings (THL) Limited from 1 October 1998 to 14 March 2000, and of Tarmac Group Limited from 24 May 1999 to 14 March 2000. ¹²

documentedCompanies House records Roger Joseph Dickens as a director of The National Exhibition Centre Limited from 10 December 1998 to 29 January 2006, of iSOFT Solutions Limited from 21 July 2000 to 22 April 2004, and of Headlam Group plc from 6 February 2004 to 29 January 2006. ¹²

documentedDavid Noel Christopher Garman's Companies House officer record lists 60 appointments. It records him as a director of Babble Cloud Holdings Limited from 25 October 2017 to 9 November 2020, and of Project Volta Bidco Limited and Project Volta Topco Limited from 16 July 2026, both shown as active. ³²

documentedChristopher Francis Girling's Companies House officer record lists 97 appointments. It records him as a director of Carillion Construction Limited, Carillion Private Finance Limited, Carillion Professional Services Limited and Carillion GB Limited, each from 8 November 1999 to 2 April 2007, and of Carillion Group Limited and Sovereign Harbour Waterfront Holdings Limited from 16 May 2001 to 2 April 2007. ¹³

documentedCompanies House records Christopher Francis Girling as a director of Carillion Pensions Limited from 4 May 2001 to 20 June 2007, of Carillion Pension Trustees Limited from 4 May 2001 to 30 April 2007, and of Carillion Trustees Limited from 16 May 2001 to 29 June 2007; all three companies are shown as dissolved. ¹³

documentedCompanies House records Christopher Francis Girling as a director of Elementis plc from 29 April 2005 to 31 July 2013, of Slaughter and May Pensions Trustees Limited from 26 June 2007 to 25 April 2024, and of Arco Limited from 22 November 2007 to 30 November 2014. ¹³

documentedDavid Stuart Hurcomb's Companies House officer record lists 87 appointments. It records him as a director of NG Bailey Group Limited and NG Bailey Limited from 24 September 2010 to 1 June 2024, and of Van Elle Holdings Limited from 1 November 2017 to 15 June 2026. ³³

documentedThomas Donald Kenny's Companies House officer record lists 50 appointments. It records him as a director of Schal International Management Limited from 1 January 2005 and of Planned Maintenance Engineering Limited from 8 March 2005, both to 31 August 2010, the date on which his Carillion plc directorship ended, and as a director of Lavendon Group Limited from 1 October 2011 to 30 October 2020. ^{14 1}

documentedA second Companies House officer record under the name Thomas Donald Kenny, with registry details matching his Carillion plc entry, lists 25 appointments. They include directorships of Lavendon Holdings Limited and Nationwide Platforms Limited from 3 January 2012 to 30 October 2020, of Blue Sky Topco Limited and Bluesky Solutions Limited from 10 September 2018 to 30 October 2020, and of Balcombe Breeze Limited from 5 February 2021 to 29 February 2024. ³⁴

documentedDavid Ossian Maloney's Companies House officer record lists 149 appointments. It records him as a director of Micro Focus International Limited from 4 April 2005 to 25 September 2014, Cineworld Group plc from 22 May 2006 to 26 May 2015, Ei Group Limited from 10 July 2008 to 5 July 2018, and Stock Spirits Group Limited from 21 October 2013 to 29 November 2021. ¹⁵

documentedJohn McDonough's Companies House officer record lists 86 appointments. It records him as a director of Carillion Construction Limited from 1 February 2001, of Carillion Holdings Limited from 15 November 2004 and of Carillion (AMBS) Limited from 12 February 2008, each to 31 December 2011, the date on which his Carillion plc directorship ended. ^{16 35 1}

documentedCompanies House records John McDonough as a director of Black Country Consortium Limited from 1 April 2011 to 30 March 2012; the company is shown as dissolved. ¹⁶

documentedEuan McEwan's Companies House officer record lists 123 appointments. It records him as a director of Carillion Construction Overseas Limited from 1 March 1996 and of Carillion LGS Limited from 14 May 1996, both to 30 April 2001, the date on which his Carillion plc directorship ended, and of G4S Carillion Limited and Semperian (Fazakerley) Limited from 16 November 1999 to 16 May 2001. ^{36 1}

documentedCompanies House records Euan McEwan as a director of AWG Group Limited from 10 October 2002 to 14 April 2004 and of Currie & Brown International Limited from 1 February 2006 to 17 January 2013, and as a director of Case Estates Limited from 1 January 2026 and of Case Property No. 1 Limited from 4 August 2026, both shown as active. ³⁶

documentedSteven Lewis Mogford's main Companies House officer record lists 20 appointments. It records him as a director of BAE Systems plc from 1 April 2000 to 9 May 2007, Leonardo UK Ltd from 1 January 2008 to 1 January 2011, United Utilities Group plc from 5 January 2011 to 31 March 2023, and Water Plus Group Limited from 1 June 2016 to 26 April 2023. ¹⁷

documentedVanda Murray's Companies House officer record lists 35 appointments. It records her as a director of SIG plc from 1 July 2009 to 16 March 2011, Manchester Airports Holdings Limited from 28 February 2013 to 31 March 2024, Bunzl Public Limited Company from 1 February 2015 to 24 April 2024, and Yorkshire Water Services Limited from 1 July 2021 to 30 September 2026. ¹⁸

documentedCompanies House shows Vanda Murray as an active director of Marshalls plc from 9 May 2018, of Howden Joinery Group plc from 1 February 2024, and of English National Opera from 26 February 2026. ¹⁸

documentedAndrew Ronald Parrish's Companies House officer record lists 21 appointments. It records him as a director of Senior plc from 1 January 1997 to 22 March 2000, shortly before his Carillion plc appointment on 31 March 2000, and of UCAS Media Limited from 10 June 2005 to 9 June 2009. ^{19 1}

documentedRoger William Robinson's Companies House officer record lists 96 appointments. It records him as a director of Carillion Construction Limited and Postworth Limited from 1 January 1996, of Carillion Private Finance Limited from 16 May 2001 and of Carillion Holdings Limited from 15 November 2004, each to 30 June 2009. The Carillion (AMBS) Limited officer list records him as a director of that company from 12 February 2008 to 30 June 2009. ^{37 35}

documentedCompanies House still shows Roger William Robinson as an active director of Carillion Civil Engineering Limited, appointed on 1 January 1996; the register records the company as in liquidation. ³⁷

documentedCompanies House records Roger William Robinson as a director of Integrated Accommodation Services plc from 16 May 2001 to 30 June 2009 and of Infrastructure Investments (Defence) Limited from 28 April 2006 to 30 June 2009. ³⁷

documentedPhilip Graham Rogerson's main Companies House officer record lists 36 appointments. It records him as a director of Aggreko Limited from 28 August 1997 to 25 April 2012, ZIGUP plc from 5 November 2003 to 31 December 2009, THUS Group Limited from 1 September 2004 to 2 October 2008, and Bunzl Public Limited Company from 1 January 2010 to 15 April 2020, and as a member of Ingenious Film Partners LLP from 4 February 2005 to 6 April 2010. ²¹

documentedA second Companies House officer record under the name Philip Graham Rogerson, with registry details matching his Carillion plc entry, lists one appointment: director of Marshalls plc from 1 September 2021 to 14 December 2021. ³⁸

documentedA second Companies House officer record under the name Neville Ian Simms, with registry details matching his Carillion plc entry, lists two appointments: director of Equiniti Enterprises Limited from 1 July 2009 and of Equiniti X2 Enterprises Limited from 25 March 2010, both to 31 August 2011; both companies are shown as dissolved. ³⁹

documentedCompanies House's officer record for Emma Mercer lists five appointments, all directorships recorded as starting and ending on the same day: Carillion (AM) Limited, Carillion Utility Services S.E. Limited and Carillion JM Limited on 27 March 2009, and Carillion Capital Projects Limited and Dudley Bower Group Plc on 24 March 2010. Carillion plc is not among them. ⁴⁰

documentedThe Companies House officer list of Carillion (AMBS) Limited records a director named Emma Louise Mercer, a separate officer record whose registry details match those of the Emma Mercer record, for two terms: from 8 December 2011 to 10 January 2014, and from 12 December 2017 to 1 June 2018. The second term began on the day Keith Robertson Cochrane was also appointed to that company and ended after the winding up of Carillion plc commenced on 15 January 2018. ^{35 22 2}

documentedCompanies House lists Edward John Macnamara as a member of PricewaterhouseCoopers LLP from 1 July 2012, shown as active; it is the only appointment on his officer record. The special managers' published case information names Edward John Macnamara as one of the special managers of Carillion plc. ^{41 42}

documentedCompanies House lists Michael John Andrew Jervis as a member of PricewaterhouseCoopers LLP from 31 December 2002 to 4 January 2023; it is the only appointment on his officer record. ⁴³

documentedPwC's list of Carillion entities in liquidation (as at 2 August 2018) names David Chapman, Official Receiver, as liquidator in the compulsory liquidations and lists the special managers by initials: Michael John Andrew Jervis and David James Kelly for Carillion Plc; Jervis, Kelly, Peter David Dickens and David Matthew Hammond for Carillion Construction Limited (00594581); and Jervis, Kelly, David Christian Chubb and Russell Downs for the other four companies wound up on 15 January 2018. The list gives the Institute of Chartered Accountants in England and Wales as the regulatory body of each PwC insolvency practitioner named. ⁴⁴

documentedIn the chairman's statement of its 2014 annual report, dated 4 March 2015, Carillion plc reported total revenue unchanged at £4.1 billion, reported profit before taxation up 29 per cent to £142.6 million (2013: £110.6 million) and net borrowing of £177.3 million at 31 December 2014 (2013: £215.2 million), after the £38.5 million impact of two bolt-on acquisitions in Canada. It stated that the convertible bond issued in December 2014 raised an additional £170 million and took total available funding to approximately £1.3 billion. ^{1 2 3}

qualification

Figures as reported by Carillion. TPR later stated that its assessment of material obtained and shared by other agencies indicated that Carillion PLC had published misleading information about its financial performance between July 2015 and July 2017, and on 12 May 2026 the FRC announced that two former Group Finance Directors of Carillion plc had accepted misconduct in preparing accounting information material to reported performance between 2013 and 2016 inclusive and the half year to 2017, each admitting recklessness and a failure to act with integrity, with no finding or admission of dishonesty.

documentedThe audit committee report in Carillion's 2014 annual report gives group revenue of £4,071.9 million for 2014 (2013: £4,080.9 million) and underlying profit before tax of £172.9 million (2013: £174.7 million). ¹

documentedPhilip Green signed the chairman's statements of Carillion plc's 2014 annual report (dated 4 March 2015) and 2016 annual report (dated 1 March 2017) as Chairman, and both reports list him as Chairman among the non-executive directors. The House of Commons committees' May 2018 report describes him as a non-executive director from June 2011 and Chairman since May 2014. ^{1 4 5}

documentedCarillion's consolidated balance sheet at 31 December 2014, approved by the board on 4 March 2015 and signed on its behalf by Group Finance Director Richard Adam, showed intangible assets of £1,610.8 million, trade and other receivables of £1,325.4 million, cash and cash equivalents of £472.0 million and total assets of £3,890.4 million, against trade and other payables of £1,727.1 million, borrowing of £35.3 million (current) and £614.0 million (non-current) and retirement benefit liabilities of £515.8 million, leaving net assets of £894.5 million (2013: £983.6 million). ¹

documentedThe five-year review in Carillion's 2014 annual report shows the group's net retirement benefit liability (net of deferred tax) at £182.1 million in 2010, £229.3 million in 2011, £269.9 million in 2012, £295.1 million in 2013 and £406.2 million in 2014, and intangible assets rising from £1,221.2 million in 2010 to £1,610.8 million in 2014. ¹

documentedThe parent-company balance sheet of Carillion plc at 31 December 2014, signed by Richard Adam, showed investments in subsidiary undertakings and joint ventures of £1,889.4 million, net current liabilities of £267.2 million (2013: net current assets of £221.8 million), borrowing due after more than one year of £435.0 million and net assets of £1,187.2 million. The company then had undrawn committed borrowing facilities of £722.0 million (2013: £550.5 million), £714.9 million of them expiring in two to five years, and borrowings in foreign currencies of £257.9 million (US dollars £195.6 million, Canadian dollars £54.4 million, UAE dirhams £7.9 million). ¹

documentedCarillion plc's own financial statements record parent-company guarantees: at the end of 2014, guarantees of subsidiaries' borrowings of £203.9 million (2013: £23.1 million), of deferred equity payments in PPP special purpose entities of £117.6 million and of bank letters of credit for PPP customers' performance contracts of £35.0 million; in both 2014 and 2016, guarantees and counter-indemnities to financial institutions for performance and other contract-related bonds and to certain defined benefit pension schemes for deficit recovery payments; and in 2016 performance guarantees for subsidiaries, joint ventures and joint arrangements and a guarantee of the £170 million convertible bonds issued by its wholly owned subsidiary Carillion Finance (Jersey) Limited. At 30 June 2017 the group's guarantees of bank letters of credit for deferred equity payments, joint-venture interest payments and PPP performance contracts totalled £81.5 million (31 December 2016: £103.5 million). ^{1 4 6}

documentedCarillion plc's 2016 annual report, whose strategic report was approved on 1 March 2017, reported total revenue of £5.2 billion (2015: £4.6 billion), group revenue of £4.4 billion (2015: £4.0 billion), underlying profit before taxation of £178.0 million (2015: £176.5 million), reported profit before taxation of £146.7 million (2015: £155.1 million), underlying earnings per share of 35.3p and basic earnings per share of 28.9p (2015: 30.9p), an order book of £16.0 billion (2015: £17.4 billion) and a pipeline of contract opportunities of £41.6 billion. Net borrowing was £218.9 million at 31 December 2016 (2015: £169.8 million) and average net borrowing for 2016 was £586.5 million (2015: £538.9 million). ^{4 2 3}

qualification

Figures as reported by Carillion. TPR later stated that its assessment of material obtained and shared by other agencies indicated that Carillion PLC had published misleading information about its financial performance between July 2015 and July 2017, and on 12 May 2026 the FRC announced that two former Group Finance Directors of Carillion plc had accepted misconduct in preparing accounting information material to reported performance between 2013 and 2016 inclusive and the half year to 2017, each admitting recklessness and a failure to act with integrity, with no finding or admission of dishonesty.

documentedBy geography, Carillion's 2016 annual report shows total revenue of £3,831.1 million in the United Kingdom (74 per cent; 2015: £3,356.7 million), £596.4 million in Canada (11 per cent) and £786.7 million in the Middle East and North Africa (15 per cent). By segment, support services revenue was £2,712.7 million (2015: £2,534.2 million; UK 78 per cent, Canada 17 per cent, Middle East 5 per cent), Middle East construction services £668.3 million (2015: £601.6 million; Oman 31, Dubai 31, Qatar 29, Abu Dhabi 5 and Saudi Arabia 4 per cent) and construction services excluding the Middle East £1,520.2 million (2015: £1,258.3 million; UK 96 per cent, Canada 4 per cent). ⁴

documentedAt 31 December 2016, according to Carillion's 2016 annual report, the group held cash and cash equivalents of £469.8 million against bank overdrafts of £2.1 million, bank loans of £145.9 million, finance lease obligations of £15.6 million and other loans of £525.1 million, giving gross borrowing of £688.7 million and net borrowing of £218.9 million (2015: £169.8 million). The five-year review shows a net retirement benefit liability, net of deferred taxation, of £663.2 million (2015: £317.6 million) and net assets of £729.9 million (2015: £1,016.6 million). ^{4 2 3}

qualification

Figures as reported by Carillion. TPR later stated that its assessment of material obtained and shared by other agencies indicated that Carillion PLC had published misleading information about its financial performance between July 2015 and July 2017, and on 12 May 2026 the FRC announced that two former Group Finance Directors of Carillion plc had accepted misconduct in preparing accounting information material to reported performance between 2013 and 2016 inclusive and the half year to 2017, each admitting recklessness and a failure to act with integrity, with no finding or admission of dishonesty.

documentedThe committees' May 2018 report states that Carillion's accounts were signed off with an unmodified opinion each year by KPMG as auditor and that, until July 2017, there was little public information to suggest they presented anything other than a true and fair picture; Carillion's 2014 and 2016 annual reports name KPMG LLP as auditor. ^{5 1 4}

documentedIn its results for the six months to 30 June 2017, approved on 29 September 2017, Carillion reported total underlying revenue of £2,498 million (H1 2016: £2,487 million), underlying profit before taxation of £50 million (H1 2016: £85 million) and a reported loss before taxation of £1,153 million (H1 2016: profit of £84 million), a basic loss per share of 261.2p and net debt of £571 million (H1 2016: £291 million). It left unchanged the £845 million provision for construction contracts announced with the profit warning of 10 July 2017, added a £200 million provision for support services contracts and a £134 million goodwill impairment for the UK and Canadian construction businesses, and suspended 2017 dividends. Non-recurring operating items of £1,189.5 million comprised £668.0 million in construction services excluding the Middle East, £313.9 million in Middle East construction services and £208.1 million in support services, and the reconciliation shows a reported loss of £1,153.3 million against underlying profit before taxation of £50.3 million. ^{6 5 2 3}

qualification

Figures as reported by Carillion. TPR later stated that its assessment of material obtained and shared by other agencies indicated that Carillion PLC had published misleading information about its financial performance between July 2015 and July 2017, and on 12 May 2026 the FRC announced that two former Group Finance Directors of Carillion plc had accepted misconduct in preparing accounting information material to reported performance between 2013 and 2016 inclusive and the half year to 2017, each admitting recklessness and a failure to act with integrity, with no finding or admission of dishonesty.

documentedCarillion's 2017 half-year accounts attribute the £134 million goodwill impairment to the UK construction business (£123.5 million), after a value-in-use review prompted by poor first-half trading and the decision to stop undertaking construction in the UK PPP market, and to construction activities in Canada (£10.5 million), after the decision to exit that market. ⁶

documentedIn its 2017 half-year accounts Carillion treated the contract provisions of £1,045.5 million recorded in the interim accounts as changes in estimate under IAS 8, recognised them as current-period items and did not restate comparative amounts for prior-period errors. ⁶

qualification

This is Carillion's own accounting position as published in September 2017.

documentedCarillion's 2017 half-year accounts show cash used in operations of £270.1 million in the first half of 2017 (H1 2016: £38.4 million used; full year 2016: £115.5 million generated) and dividends of £54.4 million paid to equity holders of the parent (H1 2016: £54.0 million; full year 2016: £78.9 million). The interim review states that these items, together with paying the 2016 final dividend in June 2017, meant that net borrowing rose to £571 million at 30 June 2017, with average net borrowing of £694 million in the first half. ⁶

documentedCarillion's condensed balance sheet at 30 June 2017 showed total assets of £3,669.4 million and total liabilities of £4,074.6 million, giving net liabilities of £405.2 million (31 December 2016: net assets of £729.9 million). Liabilities included trade and other payables of £1,999.8 million, borrowing of £36.9 million (current) and £924.3 million (non-current), provisions of £221.2 million (current) and £70.3 million (non-current) and retirement benefit liabilities of £721.5 million. Bank loans had risen to £321.3 million (31 December 2016: £145.9 million), other loans were £627.6 million and cash £390.4 million, for net borrowing of £570.8 million. The committees' May 2018 report summarises the position as net liabilities of £405 million and borrowing of £961 million. ^{6 5}

documentedCarillion's funding table at 30 June 2017 lists committed borrowing facilities of £835 million maturing in 2020, private placement borrowing of £350 million (£135 million and US$280 million) maturing between 2017 and 2024, Schuldschein borrowing of £112 million (£60 million, US$27 million and €35 million) maturing in 2020 and 2022, and convertible bonds of £170 million maturing by November 2019. ⁶

documentedCarillion's 2017 half-year report states that the financial covenants in its committed bank facilities and private placement notes were leverage (net debt to EBITDA, as defined in the facility agreements) of no more than 3.5 times and interest cover (operating cash flow to net interest) of no less than 3.5 times; that the group complied with them at 30 June 2017 and was forecast to comply at 31 December 2017 and 30 June 2018; and that compliance with the leverage covenant depended on forecasts assuming the completion of a number of PPP disposals and settlement receipts on contracts. The board continued to adopt the going concern basis notwithstanding the net liability position in the interim balance sheet. ^{6 7 3}

outcome

According to the National Audit Office, on 17 November 2017 Carillion announced that it expected to breach the terms of its banking covenants at the end of 2017, and on 22 December 2017 its lenders agreed to delay the covenant test date to April 2018. The FRC's announcement of 12 May 2026 likewise records that in November 2017 Carillion indicated it would breach its banking covenants the following month.

documentedOn 29 September 2017 Carillion announced that a term sheet for £140 million of additional committed facilities had been agreed with five of the group's core lenders, subject to documentation and conditions precedent; the facilities were to reduce to £100 million on 30 April 2018, when £40 million matured, and be repayable on 31 December 2018. The National Audit Office records the same announcement of £140 million of additional lending facilities agreed with Carillion's banks, and FTI's draft review for the lenders describes the £140 million as emergency financing provided in September 2017. ^{6 8 7}

documentedIn its September 2017 interim announcement Carillion stated that self-help measures would not alone achieve its target of moving towards average net debt of 1.0 to 1.5 times EBITDA by the end of 2018, and that the board was therefore considering other options, including raising equity to repair and strengthen the balance sheet in due course; it guided to full-year 2017 average net debt of between £825 million and £850 million. ⁶

documentedCarillion's main credit facilities included a syndicated multicurrency revolving credit facility of £770 million according to its 2014 annual report and of £790 million according to its 2016 annual report. Both reports state that on a change of control any lender could, within a 30-day consultation period, cancel its commitment, with cancellation and repayment three days after that period, and that the company had to offer to prepay its private placement notes with accrued interest; the 2014 report adds that holders of the £170 million convertible bonds could require redemption at principal with accrued interest. ^{1 4}

documentedCarillion's 2014 annual report gives total available funding of £1.3 billion: committed bank facilities of £850 million, of which £785 million matured in 2018 (the facilities included a £770 million five-year syndicated facility and £80 million of bilateral facilities, at floating rates), private placement funding of £314.5 million expiring between 2017 and 2024, and £170 million of convertible bonds maturing by 2019. The board's going concern review included a forecast of the covenants on the bank facilities, private placement and convertible bond funding. ¹

documentedAccording to Carillion's 2014 annual report, in the first half of 2014 the group increased its borrowing capacity with two separate £15 million bilateral facilities, one with Barclays and one with the National Bank of Abu Dhabi. ¹

documentedOn 12 December 2014 Carillion Finance (Jersey) Limited, a wholly owned subsidiary of Carillion plc incorporated in Jersey, issued £170 million of senior unsecured convertible bonds guaranteed by Carillion plc and subject to a negative pledge. The bonds carried a coupon of 2.50 per cent a year payable semi-annually and an initial conversion price of £3.9856 (a 25 per cent premium to the volume-weighted average share price between launch and pricing), convertible into 42,653,553 ordinary shares, about 9.9 per cent of the issued share capital before the offering; unless previously redeemed, converted or cancelled they were to be redeemed at par on or around 19 December 2019, and on conversion the company could deliver shares, pay a cash alternative or combine the two. ^{4 1}

documentedThe borrowing note of Carillion's 2016 annual report records that at inception the convertible bond proceeds comprised a derivative liability component of £13.4 million and a debt component of £156.6 million, and that the debt component was £162.2 million at 31 December 2016, including £5.6 million of interest accretion. Convertible bond coupon payments and interest accretion of £7.1 million and private placement interest of £14.3 million (2015: £14.3 million) were charged in 2016. ⁴

documentedCarillion's 2016 annual report shows £360.8 million of private placement financing at fixed rates in eight tranches: US$25.0 million at 3.85 per cent (November 2017), £49.0 million at 4.38 per cent (September 2018), £17.5 million at 3.62 per cent (August 2019), US$80.0 million at 4.29 per cent (November 2019), £51.0 million at 5.10 per cent (September 2021), £17.5 million at 4.19 per cent (August 2022), US$140.0 million at 4.86 per cent (November 2022) and US$35.0 million at 5.01 per cent (November 2024). The group's US$280 million of private placement finance came from a number of United States-based investors and was hedged with cross-currency derivatives fixing interest and capital repayments at the exchange rates prevailing when it was secured in 2013. ⁴

documentedAccording to Carillion's 2016 annual report, its funding at 31 December 2016 comprised committed bank facilities totalling £870 million (the £790 million five-year syndicated facility maturing in November 2020 and £80 million of bilateral facilities, both at floating rates linked to the London Interbank Offered Rate and the Canadian Dollar Offered Rate), private placement borrowing of £361 million and £170 million of convertible bonds at 2.5 per cent, together £1.4 billion; in January 2017 a further £112 million of five-year funding was raised in the German Schuldschein market to replace £116 million maturing in 2017, taking available funding to some £1.5 billion, most of it maturing in November 2020 and beyond. Undrawn committed facilities were £731.6 million (2015: £761.2 million); bank loans of £145.9 million were largely unsecured, £3.7 million being secured on the related assets; and money market and short-term overdraft facilities were also available to Carillion plc and certain subsidiaries. ⁴

documentedIn the strategic report of its 2016 annual report, approved on 1 March 2017, Carillion's board stated that its review included a forecast of the covenants on the group's bank facilities and private placement funding, that the directors had a reasonable expectation that the company and the group had adequate resources to continue in operational existence for the foreseeable future, and that there were no material uncertainties in relation to going concern. Carillion issued its profit warning on 10 July 2017. ^{4 5}

documentedThe 'Board of Directors and Advisers' pages of Carillion plc's 2014 and 2016 annual reports list KPMG LLP as auditor, National Westminster Bank plc as banker, Morgan Stanley and Stifel Nicolaus Europe Ltd as joint brokers, Lazard as financial adviser, Slaughter and May as legal adviser and Equiniti as share registrar; the 2014 report adds that Equiniti maintained the company's share register. ^{4 1}

documentedFTI's draft review of January 2018 states that the group had retained Lazard to assist with the financial restructuring and EY to support the business plan, working capital, liquidity and cost reduction. The committees' May 2018 report lists Carillion's payments to advisers on Friday 12 January 2018, three days before the company was declared insolvent, including £551,716 to Lazard & Co, £1,196,093 to Slaughter and May, £1,018,666 to FTI Consulting and £37,211 to Sacker & Partners, out of a total of £6,396,141. ^{8 11}

documentedThe Companies House charges register for Carillion plc (company number 03782379) lists six charges, all outstanding and none satisfied or part satisfied. The earliest, charge code 0378 2379 0001, was created on 9 December 2016 and delivered on 16 December 2016, with Santander UK PLC, as security agent for the secured parties, as the person entitled; its brief description reads 'Contains fixed charge'. ¹³

documentedThe other five charges registered against Carillion plc name Glas Trust Corporation Limited as the person entitled: charge codes 0378 2379 0003, 0004 and 0005 were created on 24 October 2017 and delivered on 27 October 2017, 0006 was created on 24 October 2017 and delivered on 28 October 2017, and 0002 was created on 26 October 2017 and delivered on 27 October 2017. Each is described as containing a fixed charge and is shown as outstanding. ¹³

documentedCompanies House records identify the acquired companies: Carillion JM Limited (company number 00077628) was named John Mowlem & Company PLC until 31 December 2002, Mowlem PLC until 25 April 2006 and Mowlem Limited until 24 May 2006; Carillion (AM) Limited (01367044) was Alfred McAlpine PLC from 4 February 1985 to 12 February 2008 and Alfred McAlpine Limited until 18 March 2008; and Carillion Energy Services Limited (03858865) was Eaga PLC from 27 February 2007 to 20 April 2011 and Eaga Limited until 13 June 2011. Carillion's 2014 annual report refers to its acquisitions of Eaga plc in 2011, Alfred McAlpine plc in 2008 and Mowlem plc in 2006. ^{15 16 17 1}

documentedCarillion's 2014 annual report records a non-operating charge of £9.9 million (2013: £0.7 million) for costs associated with the aborted merger discussions with Balfour Beatty plc and the acquisition of a 60 per cent interest in Rokstad Power Corporation. ¹

documentedAt 31 December 2014 the Carillion group had 42,367 employees (31 December 2013: 41,304), and the Carillion plc board comprised five male and two female directors. ¹

documentedCarillion's 2016 annual report shows trade payables of £749.2 million (2015: £591.4 million) and other creditors of £760.5 million (2015: £561.7 million) within current trade and other payables, which totalled £2,090.1 million at 31 December 2016; at 30 June 2017 trade and other payables were £1,999.8 million. TPR's report describes the interim 2017 accounts, the last published before insolvency, as listing trade creditors of approximately £2 billion and bank debt of just below £1 billion. ^{4 6 2}

documentedCarillion's 2017 half-year accounts identify the UK Government as the group's major customer, with revenue of £1,719.0 million in 2016 (support services £861.3 million, PPP projects £174.5 million and construction services excluding the Middle East £683.2 million) and £856.1 million in the first half of 2017 (H1 2016: £1,009.0 million). ⁶

documentedCarillion's Group Business Plan of January 2018 states that the group had written about £1.1 billion off its balance sheet and that net debt had increased by about £850 million in 2017 because of legacy contracts, delays in settlements and PFI transactions; that year-end 2017 spot net debt was higher than expected at £1,100 million, while average net debt was in line with expectations at £886 million; that the group was materially over-leveraged and unable to generate enough EBITDA to fund the completion of legacy contracts and future financing, debt and pension obligations; and that it therefore needed to restructure its balance sheet and raise new finance. It expected net liabilities of £500–600 million at 31 December 2017 and 2018. In September 2017 Carillion had guided to full-year average net debt of £825 million to £850 million. ^{20 6}

documentedThe January 2018 business plan put the funding requirement at a peak of about £360 million in September 2018 and about £350 million in September 2019, assuming intra-month peaking of about £100 million, headroom of about £75 million and continued use of the early payment facility at about £320 million during 2018, with dividend policy not yet determined; the plan was prepared on a 'business as usual' basis for bank financing, bonding, the early payment facility and leasing, and its cash flows were presented unlevered with no pension contributions. According to FTI's draft review, the plan was presented to lenders on 10 January 2018, and the group's own view of its funding requirement was £360 million, most of it needed by May 2018, plus up to £309 million of bonding and letters of credit. ^{20 8}

documentedThe January 2018 business plan forecast (RF4) 2017 total revenue of £4,739 million and operating profit of £155 million, and planned 2018 revenue of £3,958 million (£3,537 million rebased, excluding £217 million from legacy contracts and £204 million from disposals that do not recur) with operating profit of £131 million. It cited an order book of £12.9 billion, a pipeline of £28.8 billion and revenue visibility of 75 per cent for 2018 (48 per cent for 2019), and stated that adopting IFRS 15 from 1 January 2018 would reduce reserves by £118 million with no cash impact. ²⁰

documentedAccording to the National Audit Office, on 23 October 2017 Carillion's major lending banks (the Coordinating Committee) commissioned consultants to carry out an independent business review of Carillion's restructuring business plan; the lenders commissioned FTI to produce that review, and Carillion presented its plan first to the major lenders and their advisers FTI and then to the Cabinet Office. The committees' table of Carillion's payments to advisers on 12 January 2018 includes £1,018,666 to FTI Consulting. ^{7 11}

documentedFor 2014 Carillion's board recommended a final dividend of 12.15 pence per share, making a proposed full-year dividend of 17.75 pence (2013: 17.50 pence), an increase of one per cent despite lower underlying earnings per share, with dividend cover of 1.9 times (2013: 2.0 times); the final dividend was payable on 12 June 2015. The 2014 cash flow statement shows dividends of £75.7 million paid to equity holders of the parent (2013: £74.6 million), deficit pension contributions of £46.0 million and net cash flows from operating activities of £123.8 million (2013: outflow of £78.4 million). ¹

documentedFor 2016 Carillion's board proposed a final dividend of 12.65 pence per share (2015: 12.55 pence), making a total of 18.45 pence (2015: 18.25 pence), with full-year cover of 1.9 times underlying earnings per share under a progressive dividend policy; the final dividend was to be paid on 9 June 2017 to shareholders on the register on 12 May 2017, subject to approval at the annual general meeting on 3 May 2017. The 2017 half-year accounts show dividends of £54.4 million paid to equity holders of the parent in the first half of 2017 (£55.0 million including non-controlling interests). The committees' May 2018 report describes the 2016 final dividend, of £55 million, as paid on 9 June 2017, one month before dividends were suspended with the July 2017 profit warning. ^{4 6 5}

documentedAccording to the committees' May 2018 report, when Carillion entered liquidation in 2018 it had responsibility for funding 13 UK defined benefit pension schemes: the Carillion Group Section, Permarock Products Pension Scheme, Carillion 'B' Pension Scheme, The Carillion Staff Pension Scheme, Alfred McAlpine Pension Plan, Mowlem Staff Pension and Life Assurance Scheme, Planned Maintenance Engineering Limited Staff Pension and Assurance Scheme, Bower Group Retirement Benefits Scheme, The Carillion Public Sector Scheme, The Mowlem (1993) Pension Scheme, Prudential Platinum Carillion Integrated Services Limited Section, Carillion Rail (Centrac) Section and Carillion Rail (GTRM) Section; Carillion also had defined benefit obligations in Canada following acquisitions there. TPR's regulatory intervention report states that 19 of the roughly 350 entities in the group were participating employers in the 13 schemes. ^{1 2}

documentedCarillion's annual reports describe 15 defined benefit schemes at the end of 2014 (13 in the UK, one in Canada and one in the Republic of Ireland), eight of them closed to future accrual and funded under deficit recovery plans agreed with the trustees, and 14 schemes at the end of 2016 (13 in the UK and one in Canada), plus other post-retirement benefits under four arrangements in Canada. In the 2016 report, five UK final-salary schemes operated under a single trust arrangement accounted for 83.2 per cent (£669.8 million) of the total deficit at 31 December 2016. ^{3 4}

documentedAccording to the committees' May 2018 report, Carillion's two main defined benefit schemes for its employees were the Carillion Staff and Carillion 'B' schemes, the latter available only to executive directors and other senior employees; they were closed to further accrual in April 2009, after which employees could join a defined contribution plan. From the schemes' annual reports and accounts the committees put their combined deficits at £48 million in 2008, £165 million in 2011 and £86 million in 2013. ¹

documentedThe committees' May 2018 report states that Mowlem had a year-end pension deficit of £33 million when it was purchased in 2006 and Alfred McAlpine a year-end deficit of £123 million when purchased in 2008, and that by the end of 2011 the combined deficit on these two schemes had grown to £424 million. ¹

documentedCarillion (DB) Pension Trustee Limited was the single trustee of six Carillion defined benefit schemes: the Carillion Staff Pension Scheme, Carillion B Pension Scheme, Alfred McAlpine Pension Plan, Bower Group Retirement Benefits Scheme, Mowlem Staff Pension and Life Assurance Scheme, and Planned Maintenance Engineering Limited Staff Pension and Assurance Scheme. The committees' May 2018 report dates the formation of this single trustee board to 6 April 2011 and states that these schemes accounted for the large majority of Carillion's total pension deficit and membership. In his letter of 26 January 2018 its chairman, Robin Ellison, wrote that the company became trustee of the six schemes on 1 April (the year is not legible in the retained copy) and that he had been chairman since then; he named the Trustee's lawyers as Sacker & Partners LLP. ^{1 5}

documentedMembership figures in the sources differ by scope: the committees cite Trustee data of 20,587 members across the single-trustee schemes at the end of 2013 and Carillion's 2013 annual report figure of 28,785 members across all schemes; Carillion's 2016 annual report shows 28,561 members (609 active, 15,542 deferred and 12,410 pensioners) with a defined benefit obligation of £3,361.6 million at 31 December 2016; and the PPF's letter of 20 February 2018 refers to about 27,500 members of the 13 PPF-eligible schemes. ^{1 4 6}

documentedThe Trustee's letter of 26 January 2018 states that its board took advice from external covenant assessors for the triennial valuations and received quarterly reporting from Carillion on covenant metrics, but that until 2017 the information available to it was largely public and it had no legal power to require more; its last formal covenant report, of May 2017, prepared for the 31 December 2016 valuation, indicated potential weaknesses in Carillion's debt position but concluded that Carillion had scope to increase its pension contributions. Discussions on the 2016 valuation were halted after the July 2017 profit warning while Carillion, with the assistance of EY, reviewed contracts and cash flow. ⁵

documentedThe committees' May 2018 report, citing an analysis of scheme valuation reports that excludes the Bower scheme (which had a different valuation cycle), gives combined deficits for the main Carillion schemes of £327 million at 31 December 2008, £617 million at 31 December 2011 and £439 million at 31 December 2013, and states that for the 31 December 2016 valuation, which was overtaken by events, the Trustee expected a total deficit of around £990 million. ¹

documentedIn his letter of 26 January 2018 to the chair of the Work and Pensions Committee, Robin Ellison, chairman of Carillion (DB) Pension Trustee Limited, distinguished four deficit measures: the company accounting deficit, which he took to be the £587 million figure quoted by the committee and which covers all of the company's defined benefit schemes; the Trustee's technical provisions basis used for the statutory triennial valuations, on which the deficit of the five largest single-trustee schemes (excluding the Bower scheme) was £508 million at the 31 December 2013 valuation, while for the 31 December 2016 valuation the Trustee had tabled a proposal that would lead to a deficit of about £990 million across the five main schemes, mainly because of lower interest rates; the PPF basis, on which the deficit of the six schemes at 31 December 2016 was about £0.8 billion; and the buy-out basis, on which it was nearer £2 billion. The 2016 valuations had not been completed when Carillion plc was put into compulsory liquidation on 15 January 2018. ⁵

documentedCarillion's 2014 annual report shows, at 31 December 2014, defined benefit scheme assets of £2,320.4 million against funded obligations of £2,808.2 million and unfunded obligations of £10.6 million, a minimum funding requirement of £11.3 million and a total IAS 19 deficit of £509.7 million (2013: £370.1 million), or £406.2 million net of deferred tax (2013: £295.1 million); employer contributions were £58.5 million (2013: £48.9 million). It states that the triennial valuations as at 31 December 2011 and 31 December 2013 for five schemes were concluded with the trustees in 2014 with a revised deficit recovery plan, that deficit recovery payments of £46.0 million in 2014 were in line with the 2014 agreement with the Trustee of the main schemes for the three-year period to 2016, and that committed funding payments for all defined benefit schemes in 2014, 2015 and 2016 were around £50 million a year. ³

documentedCarillion's 2016 annual report shows IAS 19 pension liabilities of £3,377.5 million (2015: £2,695.9 million) against scheme assets of £2,572.7 million (2015: £2,302.4 million), giving an IAS 19 deficit of £804.8 million (2015: £393.5 million) before deferred tax and £663.2 million (2015: £317.6 million) after it, using a discount rate of 2.70 per cent (2015: 3.95 per cent); actuarial losses from changes in financial assumptions were £724.8 million. Employer contributions in 2016 were £51.6 million (2015: £54.3 million) and deficit recovery payments £46.6 million (2015: £47.4 million), reflecting the current agreement with the trustees of the main schemes. ⁴

documentedThe pensions note of the 2016 annual report states that the triennial valuations at 31 December 2013 for five schemes, including the three largest (Carillion Staff, Mowlem Staff and Alfred McAlpine Staff), were concluded with the trustees in 2014 with a revised recovery plan under which deficit recovery payments could continue until 2029 if required; that the five schemes' assets at the valuation date were £1.8 billion, a funding level of 76 per cent; that the 31 December 2016 valuation was under way; and that the group expected to pay £50.2 million to defined benefit schemes during the following financial year. A longevity swap entered into in 2013 by five schemes covered around 9,000 pensioners and around 40 per cent of total defined benefit liabilities, and had a fair value of a £26.9 million liability at 31 December 2016 (2015: £1.4 million liability). ⁴

documentedCarillion's 2017 half-year report states that its pension deficit net of taxation fell by £76 million to £587 million at 30 June 2017 (31 December 2016: £663 million) because of higher asset values and lower inflation rates; the IAS 19 defined benefit obligation was £3,313.7 million and scheme assets £2,621.3 million, a net pension liability of £711.4 million before tax. It added that since the half year Carillion had given notice to the pensions trustee that discretionary pension increases would be withdrawn, reducing the deficit by a further £80 million, and was in discussions with its principal pensions trustee on changes including basing future increases on CPI rather than RPI, which could potentially reduce the deficit by a further £120 million. Deficit pension contributions in the first half were £21 million (H1 2016: £22 million). ^{10 5}

outcome

According to the Trustee's letter of 26 January 2018, no final decision on moving pension increases from RPI to CPI had been taken by 15 January 2018, when Carillion plc was put into compulsory liquidation.

documentedAfter the July 2017 profit warning, Carillion asked its pension trustee in early August 2017 to defer contributions as part of its discussions with lenders on additional facilities. According to the Trustee's letter of 26 January 2018, the Trustee joined the negotiations with Carillion and its lenders towards the end of September, understood that the banks saw its agreement as an integral part of their providing new money, and, considering that a refusal would lead to the banks not lending and the group becoming insolvent, agreed (subject to protections) to defer eight months of contributions, to be repaid in full with interest by the end of January 2019 at the latest; the term sheet was agreed at the end of September 2017 and the final agreement documented on 24 October 2017. The committees put the deferred contributions at £25.3 million, due between September 2017 and April 2018. The agreement fell away when Carillion plc went into compulsory liquidation and the deferred contributions became due to the schemes. ^{1 5}

documentedOther bodies describe the 2017 deferral. The PPF says that between August and October 2017, while not directly involved, it was kept informed by TPR of discussions on the proposal to defer deficit recovery contributions and conveyed to TPR its discomfort with the proposal, which related to whether the deferred contributions would eventually be made and to the schemes' treatment against other creditors; it considered it probable that 'PPF drift' would add cost for the period from the deferral agreement to insolvency, but could not quantify it. The committees report that TPR took part in a series of meetings on the deferral and that EY helped negotiate the agreement to defer £25 million of deficit recovery contributions. TPR's later report states that scheduled deficit repair contributions were paid until three months before the group's liquidation. ^{2 6 8}

documentedThe PPF's letter of 20 February 2018 to the Work and Pensions Committee states that its first direct engagement with Carillion's representatives was in early December 2017, when it said that any restructuring proposal would need to meet its published criteria; that at a meeting on 8 January 2018 the company and the group's advisers discussed options including a potential Regulated Apportionment Arrangement (RAA); that on 9 January the PPF and TPR received an initial, high-level RAA proposal, which the PPF told the company on 11 January failed its published criteria, while offering further dialogue; that no revised proposal was received before the insolvency on 15 January; and that by then an RAA was increasingly unviable and would not, in isolation, have changed the end result. The committees state that Carillion sought to offload its pension schemes into the PPF in a bespoke deal, though it had far from sufficient funding to produce a proposal attractive to the Trustee, TPR or the PPF. ^{6 1}

documentedIn its letter of 20 February 2018 the PPF stated that Carillion plc had 13 PPF-eligible defined benefit schemes with about 27,500 members, 12 of which had entered PPF assessment, the remaining one to follow when the last of its sponsoring employers was put into liquidation, and one further defined benefit scheme that would not enter assessment; on its initial estimate at the point of insolvency, based on a roll-forward of scheme information from TPR and subject to revision, the eventual claim would be in the region of £800–900 million, possibly one of its biggest since it opened in 2005. TPR's report states that the 15 January 2018 liquidation triggered PPF assessment for the 13 schemes, and the committees' May 2018 report that all but two of the 13 UK schemes were likely to enter the PPF, which estimated the aggregate deficit for PPF purposes at around £800 million, the largest ever hit on its resources. ^{6 1 2 7}

outcome

In a letter published by the committees on 12 July 2018, the PPF's chief executive put the funding shortfall at the point of insolvency at about £800 million on a PPF basis for about 27,500 members, said that most schemes had entered assessment, and reported indicative completion dates for some of the schemes at the end of 2019.

documentedTPR opened an anti-avoidance investigation into the Carillion Group on 18 January 2018, after Carillion PLC entered compulsory liquidation on 15 January 2018, focused on whether there were grounds to use its anti-avoidance powers, in particular a Contribution Notice. In its regulatory intervention report TPR concluded that there was no prospect of securing a Contribution Notice, that no Financial Support Direction could be issued because the whole group was insolvent, and that the criminal offence relating to false or misleading information (section 80 of the Pensions Act 2004) was not made out, and it closed the investigation. ^{2 8}

qualification

The retained copy of the report is undated; it refers to the Official Receiver's January 2022 High Court claim against KPMG and to TPR's Annual Report and Accounts 2018 to 2019. In May 2018 the committees had questioned the timing of the investigation.

documentedIn its response to the committees' report, published by the committees on 12 July 2018, TPR accepted the report's criticisms of how quickly it had sought to use its powers in its engagement with the sponsoring employer and trustee at the 2008 and 2011 valuations, said that it should have reached a decision more quickly to bring its powers to bear at the 2011 valuation and taken more decisive action, and described itself in that period as too reliant on educating and enabling those it regulated; it argued, however, that it was wrong to extrapolate those criticisms to its current culture and leadership. ⁷

documentedAccording to the joint report of the House of Commons Work and Pensions and Business, Energy and Industrial Strategy Committees, Carillion issued a profit warning on 10 July 2017 announcing that it would reduce the value of several major contracts by a total of £845 million in its interim results; when those results were published in September 2017 a further £200 million was added, leaving net liabilities of £405 million and borrowing of £961 million, with goodwill reduced by £134 million and the working capital ratio down to 0.74. Carillion's own announcement of 29 September 2017 reported no change to the £845m provision for construction contracts, a further £200m provision for support services contracts, a £134m goodwill impairment charge for the UK and Canadian construction businesses and a first-half loss before taxation of £(1,153)m. ^{1 2}

documentedThe House of Commons committees' joint report records that Carillion's share price fell by 70%, from 192p on Friday 7 July 2017 to 57p by Wednesday 12 July 2017, after the profit warning, and never recovered, falling to 14p by the time the company filed for liquidation on 15 January 2018. ¹

documentedA footnote to the House of Commons committees' joint report, citing unpublished audit committee papers, states that an initial contract provision figure of £695m was presented to Carillion's board on 7 July 2017 and increased to £845m by 9 July, with a corresponding £15m increase in the provision against the Royal Liverpool hospital contract; Keith Cochrane, who took on the role of Interim Chief Executive after the profit warning, explained to the committees that he personally took the decision to increase the provision over that weekend. The committees' written questions to Andrew Dougal, printed in his reply, likewise state that the 2017 contract review recommended a provision of £695 million, subsequently increased by management to £845 million. ^{1 3 2 4}

documentedCarillion's group business plan of January 2018, as cited by the House of Commons committees, shows that of the total £1,045 million contract provision, £729 million was set against trade receivables and the rest added to future costs; the committees describe the £729 million as revenue Carillion had previously recognised and conceded would not be obtainable. The FRC's notice of 12 October 2023 likewise records that in July and September 2017 Carillion announced expected provisions totalling £1.045 billion, primarily from expected losses on a number of contracts, and a goodwill impairment charge of £134 million. ^{1 5}

documentedCarillion's January 2018 group business plan reported that the total contract provision increased in the RF4 2017 forecast from £1,045m (as at 30 September 2017) to £1,105m, an increase of £60m that it attributed to items including more aggressive cash settlements on the TTC and Battersea contracts (£10m), further deterioration and contingencies on Royal Liverpool (£15m, completion delayed from December 2017 to April 2018), Aberdeen (£15m) and the Canadian Union and Bremner contracts (£6m, additional legal costs), and a further re-evaluation of the National Offender Management Service prisons services contract with the Ministry of Justice (£11m). The lenders' adviser FTI referred in its draft review to £1.1bn of provisions taken in 2017. ^{6 1 4}

documentedAndrew Dougal's letter of 5 April 2018 states that in the 2017 Enhanced Contract Review the KPMG audit team reviewed 58 contracts, representing 73% of total group receivables, on an accelerated basis, the 11 most significant and complex being subject to 'enhanced' testing by KPMG major contract specialists. Answering the committees' question, which cited KPMG's note that it had challenged management to consider whether the results evidenced a prior period error, Dougal wrote that management concluded the changes related to subsequent events — the decision to withdraw from construction in Canada, Qatar and Saudi Arabia and challenges on certain UK contracts that crystallised after the 2016 annual report — that KPMG's report to the audit committee of 9 July 2017 agreed with management's assessment, and that the committee, having questioned the position at length, was satisfied. Carillion's interim results of 29 September 2017 accordingly treated the contract provisions of £1,045.5m as changes in estimate under IAS 8, with no restatement of comparative amounts. ^{3 7 2 5}

outcome

In October 2023 the Insolvency Service stated that the 2015 and 2016 financial statements were misstated in respect of the major contracts by £95.4m and £179.2m respectively, and the FRC found serious breaches in KPMG's audit work on Carillion's contracts in 2014–2016.

documentedAccording to the National Audit Office's investigation into the government's handling of Carillion's collapse, Carillion's board received in May 2017 the results of an accounting review of some construction projects which identified that some accounting practices had understated the costs of some contracts; Carillion decided that there was an associated understatement of revenue, so that it did not need to restate its 2016 accounts, and its auditors KPMG agreed. The House of Commons committees describe the same review as KPMG agreeing with the board's conclusion that, although Carillion had misclassified assets, it had not misstated revenue, and as the trigger for the wider contract review that led to the £845 million provision in July 2017. ^{8 1}

documentedThe audit committee's report in Carillion's 2016 annual report states that management had implemented a system of 'peer reviews', under which experienced teams from other projects reviewed the performance of individual contracts, that summaries of the peer review reports were provided to, and reviewed by, the committee, and that the committee was satisfied that the peer review process continued to work well and was a very useful additional source of assurance. ^{15 3}

qualification

The report does not say what the summaries contained. Deloitte's later account, quoted to Andrew Dougal by the committees, is that the differences between the peer reviews and management's appraisals surprised the CFO, the audit committee chair and the interim CEO when they were shared in August and September 2017.

documentedIn its 2016 audit report KPMG described the £20.0 million of licence income recognised in 2016 as a new risk: the licensing agreement had been entered into at or around the same time and with the same counterparty as a series of contracts extending the scope of the services of the group's back-office outsourcing provider, and the income was recognised immediately in revenue. KPMG identified the risks that the agreements were not independent so that the income should be spread over the term of the outsourcing contract, that ongoing obligations required it to be spread over another period, or that it should be other income rather than revenue, and reported examining the contracts, meeting the group's legal advisers and third-party expert, and assessing fair values and ongoing obligations. ^{15 7}

response

Carillion's 2016 accounts stated that management, after a benchmarking review indicating that the contracts extending the outsourced back-office services were at fair market value and so not linked to the licensing agreement, concluded that the transactions should be recognised independently and, there being no continuing support obligations, recognised the licence revenue immediately; the strategic report said the agreement let its outsourcing partner use elements of Carillion's IT platform in territories where Carillion does not operate and generated some £20 million of profit in 2016. The audit committee concluded that the judgement was reasonable.

outcome

In October 2023 the Insolvency Service stated that Carillion's 2016 financial statements wrongly reported as profit payments from Wipro in 2016, including £20.0m in respect of 'Geneva' under 'IP Assignment & Licence' agreements dated 9 December 2016.

documentedCarillion's 2014 accounting policies stated that revenue from the sale of a licence is recognised immediately where an agreement is in substance an outright sale — a signed non-cancellable contract, the licensee free to exploit its contractual rights, no significant ongoing delivery obligations and a fee not expected to be materially adjusted for future activity — with contingent revenue recognised as earned, or the sale income spread over the life of the technology if contingent revenue is significant. Carillion's 2016 accounts described licensing income as part of its ordinary activities, 'having completed a similar licensing agreement in 2013'. ^{16 15}

documentedCarillion's audit committee reports describe goodwill as the largest single item on the group balance sheet: £1,449.7 million at 31 December 2013, £1,519.1 million at 31 December 2014, £1,544.3 million at 31 December 2015 (restated for adjustments to 2015 acquisitions) and £1,571.0 million at 31 December 2016. In its 2014 and 2016 reports the committee stated that, after reviewing management's impairment assumptions and the external auditor's views, it agreed with management that no impairment was necessary; KPMG listed the carrying value of goodwill among the risks with the greatest effect on its audits. ^{16 15}

documentedThe House of Commons committees' joint report states that Richard Adam was Carillion's Finance Director from 2007 until he retired at the end of 2016; that he was replaced by Zafar Khan, previously the Group Financial Controller, who held the post for nine months; and that Emma Mercer replaced Mr Khan in September 2017 and remained in post until the company collapsed, without joining Carillion plc's board. Carillion's 2016 annual report refers to the change of Group Finance Director with effect from 1 January 2017. ^{1 15}

documentedCarillion's 2014 annual report names Robin Herzberg as Group Head of Risk, responsible for co-ordinating the reporting of strategic risk issues across the group, oversight of risk management and training, and an independent appraisal of all projects before submission to the Major Projects Committee; Andrew Dougal's letter describes him as Head of Risk when he looked into Emma Mercer's concerns about negative accruals. ^{16 3}

documentedCarillion's audit committee reports state that KPMG was appointed as the company's auditor at its inception in 1999. The House of Commons committees' joint report states that KPMG audited Carillion for all 19 years of its existence and over that period charged £29 million in audit fees, alongside charges for taxation and other assurance services, and that the financial statements show KPMG never offered a qualified audit opinion. ^{1 2}

documentedCarillion's 2014 audit committee report states that KPMG Audit Plc resigned as auditor on 13 March 2014 under section 516 of the Companies Act 2006 and that on 13 May 2014 the directors appointed KPMG LLP as auditor to fill the casual vacancy under section 485(3). The 2014 accounts state that auditors' remuneration for 2013 related solely to amounts paid to KPMG Audit Plc and for 2014 solely to amounts paid to KPMG LLP. ³

documentedCompanies House records KPMG Audit Limited, company number 03110745, incorporated on 2 October 1995, with the previous name KPMG AUDIT PLC for the period from 2 October 1995 to 24 September 2024. ⁴

documentedCarillion's 2014 audit committee report states that, following publication of the 2013 results, Peter Meehan succeeded Darren Turner as KPMG's Group Audit Partner for Carillion, Mr Turner attending the May 2014 annual general meeting before relinquishing his responsibilities; the 2016 report names Mr Meehan as Group Audit Partner, attending each audit committee meeting in 2016. The FRC's notice of 12 October 2023 describes Mr Turner, a former partner of KPMG LLP, as Audit Engagement Partner for the financial year 2013, audited by KPMG Audit Plc, and Mr Meehan, a former partner of KPMG LLP, as Audit Engagement Partner for the 2014, 2015 and 2016 audits and the additional audit work in 2017. ^{3 1 5}

documentedCarillion's audit committee reports give KPMG's total fees as £1.7m for 2013 (audit £1.5m or 88%, non-audit £0.2m or 12%; paid to KPMG Audit Plc), £1.6m for 2014 (audit £1.3m or 81%, non-audit £0.3m or 19%), £1.8m for 2015 (audit £1.4m or 78%, non-audit £0.4m or 22%) and £1.6m for 2016 (audit £1.4m or 88%, non-audit £0.2m or 12%). Non-audit services in 2014 related to tax advisory and compliance work towards regulatory reports for a potential transaction, and in 2016 to tax advisory and other assurance services. ^{3 1}

documentedAndrew Dougal's letter of 5 April 2018, citing KPMG's letter to the committees of 2 February 2018, lists KPMG's statutory audit fees for Carillion as £1.8 million in 2008, £1.3 million in 2009, £1.5 million in 2010, £1.4 million in 2011, £1.5 million in 2012 and 2013, £1.3 million in 2014 and £1.4 million in 2015 and 2016, an average of £1.46 million; he wrote that, although he could not say for certain, the acquisition of Alfred McAlpine completed in 2008 was likely a significant part of the higher fee that year. ⁶

documentedCarillion's 2014 audit committee report stated that the group would tender its audit by the year ending 31 December 2019 and rotate to a new audit firm by the year ending 31 December 2023. The 2016 report stated that, in view of regulatory changes and the change of Group Finance Director with effect from 1 January 2017, the timing of a tender would be kept under annual review and that the company would not renew or enter into an audit engagement with KPMG for the financial year beginning 1 January 2024. Andrew Dougal wrote that no tender was held in 2017 mainly because a new Finance Director had very recently been appointed, and that in late 2017 he concluded that a retender should be held in 2018 and was agreeing this with Justin Read, who was replacing him as audit committee chair, when the company went into liquidation. ^{3 1 6}

documentedCarillion's audit committee rated KPMG's effectiveness as external auditor at 4.9 out of 5.0 in its February 2015 review and 4.7 out of 5.0 in its February 2017 review, and recommended reappointment; in its 2014 report the committee stated that it had discussed with the Group Audit Partner the findings of the FRC's Audit Quality Review of KPMG's work on the financial year ended 31 December 2013, which it said supported its view that KPMG remained effective. Andrew Dougal wrote in his 2018 letter that he was generally happy with the level of challenge and scrutiny KPMG offered the audit committee. ^{3 1 6}

documentedKPMG LLP's audit report on Carillion's 2014 financial statements, signed by Peter Meehan as senior statutory auditor on 4 March 2015, stated that its opinion was unmodified. It identified as the risks of material misstatement with the greatest effect on the audit the recognition of contract revenue, margin and related receivables and liabilities (total revenue £3,493.9 million) and the carrying value of goodwill (£1,519.1 million); set materiality at £9.0 million, 5.9 per cent of normalised group profit before tax; and subjected five of the group's ten reporting components to audits for group reporting purposes and three to specified risk-focused procedures. It noted that KPMG's report on 2013 had included the timing of revenue recognition from licence arrangements among the risks with the greatest effect on the audit, a risk it considered less significant in 2014. ³

documentedKPMG LLP's audit report on Carillion's 2016 financial statements, signed by Peter Meehan as senior statutory auditor on 1 March 2017, stated that its opinion was unmodified and that the financial statements gave a true and fair view of the group's and parent company's affairs at 31 December 2016 and of the group's profit for the year. KPMG set group materiality at £8.0 million (2015: £8.0 million), 5.4 per cent of normalised group profit before tax of £147.8 million; the risks with the greatest effect on the audit were contract revenue and margin recognition, a new 'other revenue judgements' risk on £20.0 million of licence income, and the carrying value of goodwill (£1,571.0 million). KPMG stated that it had nothing material to add or draw attention to regarding the directors' viability statement or the disclosures on the use of the going concern basis. ¹

documentedAccording to the FRC's 2023 notice, its investigation into the statutory audit of Carillion's financial statements for 2014, 2015 and 2016 and additional audit work in 2017 was opened on 26 January 2018; the House of Commons committees report that on 29 January 2018 the FRC announced an investigation under its audit enforcement procedure into KPMG's auditing of Carillion's financial statements from 2014 onwards, with particular focus on the company's 'use and disclosure of the going concern basis of accounting, estimates and recognition of revenue on significant contracts, and accounting for pensions'. On 19 March 2018 it announced investigations into the conduct of the former finance directors Richard Adam and Zafar Khan in relation to the preparation and approval of the financial statements. A second audit investigation, into certain transactions in the 2013 financial statements, was opened on 12 February 2019. ^{2 5}

response

KPMG welcomed the investigation, stating that 'it is important that regulators acting in the public interest review the audit work related to high profile cases such as Carillion'.

documentedResponding to the committees' joint report, the FRC's chief executive wrote that its investigation would focus on whether KPMG breached audit standards and whether the two accountants within its remit committed misconduct, reviewing four years of audit files, KPMG's and Carillion's emails and company documents, interviewing employees and instructing an independent expert witness. The FRC stated that it had begun an audit quality review of the 2016 audit after the July 2017 profit warning, which showed that the case for enforcement action should be considered, and that the committees' points on goodwill, reverse factoring and other matters would form part of the investigation. It explained that the case against the auditor proceeds under the Audit Enforcement Procedure, which requires a breach of relevant requirements, while the accountants in business are investigated under the Accountancy Scheme, whose misconduct test is much higher. ^{7 8}

documentedOn 12 October 2023 the FRC announced that its Executive Counsel had issued two Final Settlement Decision Notices under the Audit Enforcement Procedure, concluding her investigations into the audits of Carillion. Under the first, KPMG LLP received a financial sanction of £26,500,000, reduced by 30% to £18,550,000 to reflect the firm's co-operation and admissions; a severe reprimand; a declaration that the relevant audit reports signed on its behalf did not satisfy the Relevant Requirements; and an order to take remedial action, including evaluating and reporting whether the measures it had taken since 2017 were sufficient. KPMG LLP also pays Executive Counsel's costs of both investigations, £5,324,365.68. The Executive Counsel described the financial sanction as the highest ever imposed by the FRC. ⁵

qualification

Settlement decisions reflecting the respondents' co-operation and admissions; the decision notices themselves were not published when the outcome was announced.

documentedUnder the same October 2023 decision the FRC imposed on Peter Meehan, a former KPMG LLP partner and audit engagement partner for the Carillion audits of 2014 to 2016, a financial sanction of £500,000 reduced by 30% to £350,000 to reflect his co-operation and admissions, a severe reprimand, and exclusion from membership of the ICAEW for 10 years, running concurrently with the exclusion already imposed in other proceedings. ⁵

documentedUnder the second October 2023 decision, concerning the audit of certain transactions in Carillion's 2013 financial statements, the FRC imposed on KPMG Audit Plc a financial sanction of £3,500,000 reduced by 30% to £2,450,000 to reflect the firm's co-operation and admissions, a severe reprimand and a declaration that its audit report did not satisfy the Relevant Requirements, and on Darren Turner, a former KPMG LLP partner and the 2013 audit engagement partner, a financial sanction of £100,000 reduced by 30% to £70,000 to reflect his co-operation and admissions, and a severe reprimand. ⁵

documentedOn 25 July 2022 the FRC announced sanctions against KPMG LLP, a former KPMG partner and four former KPMG employees after an independent Disciplinary Tribunal, following a five-week hearing in January and February 2022, made findings of misconduct concerning the provision of false and misleading information and documents to the FRC's Audit Quality Review inspectors in connection with KPMG's audits of Regenersis plc (period ended 30 June 2014) and Carillion plc (period ended 31 December 2016). KPMG admitted liability for the acts of all the individuals and that those acts amounted to misconduct; it was fined £20 million, reduced to £14.4 million to reflect self-reporting, co-operation and admissions, severely reprimanded and ordered to appoint an independent reviewer of its AQR policies and procedures, and agreed to pay £3.95 million towards Executive Counsel's costs of the investigation, together with the costs of the Tribunal. ¹⁰

qualification

Proceedings under the FRC's Accountancy Scheme. The Formal Complaint did not allege misconduct in the performance of the audits, nor that the financial statements had not been properly prepared; the Tribunal's report was not published at the time. A national newspaper later described the outcome as a settlement, whereas the FRC describes Tribunal findings after a hearing, with sanctions determined at a further hearing in May 2022.

documentedKPMG LLP's independent review report on Carillion's half-yearly financial report for the six months to 30 June 2017, signed by Peter Meehan on 29 September 2017, concluded under the International Standard on Review Engagements (UK and Ireland) 2410 that nothing had come to its attention indicating that the condensed financial statements were not prepared, in all material respects, in accordance with IAS 34 and the FCA's Disclosure Guidance and Transparency Rules; it states that a review is substantially less in scope than an audit and expresses no audit opinion. The board continued to adopt the going concern basis 'notwithstanding that the interim balance sheet shows a net liability position'. ¹¹

documentedCarillion's 2014 and 2016 audit committee reports state that the group's internal audit function was outsourced to Deloitte LLP; the 2014 report lists representatives of the internal auditors (Deloitte LLP) and the external auditors (KPMG LLP), and the Group Head of Risk, Robin Herzberg, among those attending committee meetings by invitation, and the committee rated the internal audit function 4.8 out of 5.0 in December 2014 and 4.7 out of 5.0 in December 2016. The House of Commons committees state that Deloitte charged on average £775,000 a year as Carillion's internal auditor since 2010, and name Michael Jones as the Deloitte partner responsible for Carillion's internal audit. ^{3 2 1 8}

documentedCarillion's 2014 remuneration report states that Deloitte, appointed by the remuneration committee in 2005, advised the committee for time-based fees of £29,520 for 2014 (2013: £20,025), and also provided certain specialist consultancy services and internal audit resource but otherwise had no other connections with the group. The House of Commons committees reported that Deloitte also offered due diligence on the 2011 takeover of Eaga and then received £730k for a subsequent transformation programme there, and that over the previous decade the 'Big Four' firms collectively received £51.2 million for services to Carillion. ^{3 2}

documentedIn a letter of 21 March 2018 to the committee chairs, sent under its chairman's covering letter, the FRC wrote that Carillion's accounts provided 'no significant material disclosures' on its use of reverse factoring, so that it was 'impossible to determine, at this stage, whether Carillion's approach was in line with our expectations'; derecognition of the original trade payable might have been appropriate with the replacement liability still shown within trade and other payables, but conclusions required information on the facility terms and would not be drawn pending the FRC's investigations. The FRC explained that the 98% figure cited by Moody's compared the increase in other creditors with net cash inflows from operations, and that the arrangement did result in Carillion retaining cash for longer, which was not apparent without disclosure. It stated that its review of the December 2015 and December 2011 accounts had not raised reverse factoring because no question of non-compliance was apparent, and that its Enforcement Division investigation would consider whether the accounting treatment adopted was appropriate. ¹

documentedThe House of Commons committees reported that after the July 2017 profit warning EY oversaw 'Project Ray', a transformation programme for which Carillion paid it £10.8 million over six months, partly to identify up to £123 million of cost savings; EY also helped negotiate the pension trustee's deferral of £25 million of deficit recovery contributions and an October 2017 'time to pay' arrangement with HMRC deferring £22 million of tax. On 12 January 2018 Carillion paid advisers a total of £6,396,141, including £2,508,000 to Ernst & Young, £1,196,093 to Slaughter and May, £1,018,666 to FTI Consulting, £276,000 to PricewaterhouseCoopers and £78,000 to KPMG. ^{2 3}

response

EY stated that its role was to support management in reorganising the business and reducing costs, to identify ways of improving cash flow and to help prepare the financial model used for the five-year business plan presented to creditors, and disputed the committees' description of 'six months of failed turnaround advice'.

documentedCarillion's January 2018 group business plan assumed, for its Building segment, that the early payment facility would cover about 81% of supplier payments with a 'continuing benefit from 126 day payment terms', and projected EPF use in Building falling as volumes declined, to be broadly compensated by onboarding additional suppliers in services. ^{5 4}

documentedCarillion's 2014 annual report stated that its Early Payment Facility, introduced at the beginning of 2013, paid all suppliers on at least the same terms as before they joined and in many cases up to 20 days earlier at no cost to suppliers, and that it was used by 396 suppliers, with payments of £977.6 million made through it in 2014. Its 2016 report described 'prompt and fair supplier payments through our Early Payment Facility, which 85 per cent of our suppliers would recommend to others', with 55 per cent (2015: 58 per cent) of external expenditure with local suppliers and SMEs. In its 2017 interim results Carillion said it intended to retain an EPF but over the medium term to reduce the period within which it paid its partner banks, which would reduce the cost of the facility. ^{7 8 9}

documentedAccording to the House of Commons committees, Carillion's board minutes of April 2015 described as 'disappointing' an analysis by UBS that included both the pension deficit and the EPF in Carillion's total debt position, and the May 2015 minutes noted that short-selling of Carillion shares was up significantly, with the 'bulk' having 'followed the UBS note in March'. ⁴

documentedOn 15 January 2018, the day of the liquidation, the Cabinet Office stated that Carillion held approximately 450 contracts with government, representing 38% of its 2016 reported revenue, and that key central government contracts were held with the Department for Education, the Department for Health and Social Care, the Ministry of Justice, the Ministry of Defence and the Department for Transport. A notice published the same day by the Insolvency Service and the Department for Work and Pensions gave the same figures, described the contracts as covering services for hospitals, schools, prisons and transport, and named the same departments other than the Ministry of Defence. ^{1 2}

documentedIn the Cabinet Office release of 15 January 2018, the Minister for the Cabinet Office announced that the government would continue to deliver all public sector services after Carillion's insolvency and would provide the funding required by the Official Receiver – appointed by the court as liquidator, with partners at PwC as special managers – to maintain public services; he said that 'taxpayers cannot be expected to bail out a private sector company'. ²

documentedThe National Audit Office (NAO), in its investigation of 7 June 2018 into the government's handling of the collapse, found that Carillion was a strategic supplier to government with around 420 UK public sector contracts at the point of liquidation, including direct contracts, sub-contracts and special purpose vehicles delivering private finance schemes; by value it was central government's sixth largest supplier in 2017, and public sector contracts accounted for 33% of its total revenue and 45% of its UK revenue. Carillion's accounts recorded £1.72 billion of UK public sector revenue for 2016, against global revenue of £5.2 billion. ³

documentedThe NAO's estimate of UK public sector spending with Carillion in 2016-17 (its Figure 2) showed the Ministry of Defence at £510m, Network Rail at £372m, NHS bodies in England at £287m, Highways England at £140m and devolved government at £135m, with smaller amounts for other departments and bodies; the amounts shown totalled £1,685 million, against £1,719 million of UK public sector revenue in Carillion's 2016 annual report. For CarillionAmey, Aspire Defence Ltd, Carillion Kier JV, Balfour Beatty Carillion JV and Costain Carillion JV the NAO added 50% of the joint ventures' reported revenue, which it assumed to be Carillion's share based on ownership shares disclosed in Carillion's accounts. ³

documentedThe NAO identified 423 Carillion contracts with public bodies at the point of insolvency in January 2018 (its Figure 3): 312 with schools in England, 25 with NHS bodies in England, 22 with Network Rail, 14 with local authorities in England, 11 with Highways England, 10 with the Ministry of Defence, 6 with the Department for Education (including two Priority Schools Building Programme contracts), 6 with fire and rescue authorities, 5 with devolved government, 3 with the Ministry of Justice, 2 with HS2 Ltd and one each with the British Museum, British Transport Police, the Department for Business, Energy and Industrial Strategy, the Foreign & Commonwealth Office, HM Land Registry, HM Revenue & Customs and the Home Office. It noted that around 255 public sector contracts were included in the insolvency regime and that this number differs from its estimate of around 420. ³

documentedAccording to the NAO, Carillion targeted a net profit margin of 4.5% to 5.5% on its central government facilities management work. Advisers to its creditors found its 'central government' business unit profitable, though less so over time: operating profit was forecast at £9 million in 2017 on £647 million of forecast revenue (1.4%), low mainly because of losses on a large Ministry of Justice contract. The NAO's summary put the projected 2017 margin at 1%, compared with 13% to 15% on local government work (described in the body of the report as work for schools and hospitals). ³

documentedThe NAO reported that the Cabinet Office began monitoring strategic suppliers, including Carillion, after publishing a risk management policy in 2012; strategic suppliers (27 at the time of the report) were shadowed by 16 crown representatives, who with Cabinet Office officials formed the Commercial Relations Board, meeting every six weeks to assign risk ratings. There was no crown representative for Carillion from July to October 2017: recruitment was delayed when the Cabinet Office changed the requirement after the first profit warning to a person with experience in corporate restructuring, and in the meantime the Director for Markets and Suppliers took on the role. Carillion had a partnership manager throughout 2017. ³

documentedAccording to the NAO, the Cabinet Office's Commercial Relations Board raised Carillion's risk rating in 2013 over late payments to sub-contractors and returned it to green in August 2013 after Carillion signed the Prompt Payment Code; the rating stayed green until January 2016 and rose to amber in February 2016 after poor performance on a Ministry of Defence facilities management contract, and amber was maintained because of other concerns, notably the HM Prison and Probation Service prisons facilities management contract. Carillion told the Cabinet Office in April 2015 that it paid sub-contractors on government contracts within 30 days; asked in June 2017 to review its payments, it reported paying suppliers on average 45 days after invoice date in the first five months of 2017 (33 days from receipt of a validated invoice), with almost one third of invoices paid more than 60 days later. The Cabinet Office told the NAO it was unable to verify this information. ³

documentedThe NAO found that the Commercial Relations Board discussed raising Carillion's rating from amber to red on financial distress grounds on 18 July 2017 and confirmed the increase in September 2017 after seeking legal advice. On 29 November 2017, after Carillion announced that it expected to breach its banking covenants, the Cabinet Office proposed its highest category, 'high risk'; Carillion objected that the Cabinet Office already had the financial information such a rating required, that the rating would risk precipitating its financial collapse and that discussions with lenders were constructive. On 15 December 2017 the Board decided not to rate Carillion 'high risk', as officials were already receiving detailed financial information as 'insiders' and it did not wish to risk precipitating Carillion's financial collapse, while reserving the right to raise the rating later. ³

documentedThe NAO reported that the Cabinet Office spoke to Carillion on 11 July 2017 about the profit warning of 10 July 2017, began enhancing government contingency plans for its possible failure on 20 July, appointed the law firm Dentons on 24 August and appointed PwC on 17 September to advise on contingency planning and the consequences of insolvency (at a final cost of £600,000). By December it was speaking to the company nearly every day, and eight Cabinet Office and UK Government Investments officials had agreed to be Carillion 'insiders', receiving the same information as its major lenders, including cash flow statements. ³

documentedAccording to the NAO, on 20 July 2017 the Cabinet Office called together Carillion's central government customers and asked about their contracts and contingency plans; after the second profit warning on 29 September 2017 it asked for contract-by-contract plans by 17 November, and the Minister for the Cabinet Office later required completed plans by 20 December. It ultimately received 65 contingency plans from 26 public bodies, 16 of which (62%) did not provide costed preferred options. The costed plans totalled £238 million (Figure 15, in £000: Network Rail 146,650, Ministry of Justice 52,550, Ministry of Defence 27,750, Oxfordshire County Council 3,405, Department for Education 3,000, London Boroughs of Harrow and Ealing 2,617, London Borough of Hounslow 1,468, Leeds City Council 401, Stockport Strategic Partnership 345; total 238,186). Network Rail described its £147 million estimate as a worst-case scenario and expected actual costs to be much lower. Highways England, the Metropolitan Police Service, Greater Manchester Police and several hospitals, including the Royal Liverpool University Hospital, submitted uncosted plans. ³

documentedThe NAO's examples of Carillion's public sector activity at the time of its collapse (its Figure 1) included construction of the 58km Aberdeen Western Peripheral Route for Transport Scotland, working with Balfour Beatty and Galliford Try; electrification of the Glasgow to Edinburgh line for Network Rail; facilities management for 49,300 homes owned by the Northern Ireland Housing Executive; construction and facilities management of the new Royal Liverpool University Hospital under a PFI contract; maintenance of parks, allotments, cemeteries and open spaces in the London Borough of Hounslow; facilities services for Oxfordshire County Council schools (contracts with 97 Oxfordshire, 62 Tameside and 63 Stockport council schools and schools in 23 other council areas); facilities management of 50 prisons across the south of England for HM Prison & Probation Service; and facilities management of around 320 Ministry of Defence sites, working in joint ventures with Amey and Aramark. ³

documentedThe NAO reported that after the 10 July 2017 profit warning Carillion announced four central government contracts and three variations worth around £1.9 billion, including £1.3 billion of HS2 contracts; its summary counted eight contracts and variations in all. The two Ministry of Defence contracts had been signed before the warning but not announced, and joint venture partners were required to step in if Carillion failed. HS2 Ltd had completed procurement before 10 July and signed shortly afterwards; on 12 July it commissioned consultants to re-run the bidding-stage financial tests, which Carillion passed on its 2016 accounts, and the contracts went to a joint venture whose other parties had to step in if Carillion failed. Network Rail confirmed the next phase of two electrification contracts in November 2017, having carried out financial due diligence in 2014-15; in two of the three variations a joint venture partner was obliged to take over Carillion's role, and in the other the contract has since been re-let in line with contingency plans. The NAO's summary also describes Network Rail confirming the next phase of one contract worth £63 million after the September profit warning. The Cabinet Office did not believe there was a basis for refusing any of the awards. ³

documentedThe NAO's Figure 16 lists the work announced after the first profit warning of 10 July 2017: for HS2, two civil engineering contracts (Chiltern tunnels to Brackley, and Brackley to Long Itchington) with joint venture partners Kier and Eiffage, total contract value £1,340 million, of which £10 million had been spent by 15 January 2018; for the Ministry of Defence, two facilities management contracts with joint venture partner Aramark, covering 103 sites in Scotland and Northern Ireland and 130 sites in the north of England, awarded on 3 May and 28 June and announced on 18 July, total value £182 million, of which £4.1 million had been spent; and for Network Rail, three variations to existing contracts to electrify and upgrade track between London and Corby and between Glasgow and Edinburgh, with joint venture partner Powerlines Ltd, total value £365 million, of which £34.3 million had been spent. ³

documentedThe NAO reported that Carillion also won local government work after its first profit warning: on 3 October 2017 Leeds City Council awarded it £4.1 million to construct a cycle superhighway, conditional on a performance bond from a third-party financial institution to protect the council in the event of Carillion's insolvency. ³

documentedAccording to the NAO, in December 2017 Carillion's main creditors told it they would not give further short-term funding unless it also approached the government. On 31 December 2017 Carillion wrote to the Cabinet Office with an urgent request for support, followed by further versions on 8, 12, 13 and 14 January 2018; it said its restructuring would probably need 'virtually all' of its £1.5 billion of debts to convert to equity. It sought £223 million to bridge to April 2018 – a £160 million loan or guarantee of bank lending from the Cabinet Office and a £63 million temporary deferral of tax by HM Revenue & Customs – contingent on the banks agreeing £60 million of further unsecured loans, the amount to fall if £39 million of disputed claims and invoices were settled. By 13 January it asked for the £160 million in five stages: £10 million in the week beginning 15 January and £10 million in the week beginning 22 January, each matched by unsecured bank lending; a guarantee on its early payment facility capped at £60 million–£70 million; a £110 million government guarantee to the banks; and a further £30 million guarantee for lending between February and April, matched by £40 million of unsecured bank lending. ³

documentedCarillion's wider requests, as tabulated by the NAO for 31 December 2017 to 14 January 2018, included up to £125 million from the government towards completing the Midland Metropolitan Hospital in exchange for an equity stake; help persuading the Pension Protection Fund, the pension trustees and the Pensions Regulator to accept a restructuring of its 13 principal defined benefit schemes that would extinguish £2.6 billion of liabilities; settlement of the HM Prison and Probation Service contract (claims and work in progress of £20 million); transfer of its equity stake in the Aberdeen Western Peripheral Route joint venture to the government at 'full value' with advance payment of part of its claims against Transport Scotland; an extension of the Ministry of Defence's Next Generation Estate Contracts with settlement of claims; help to exit loss-making contracts in the UK and the Middle East; protection from regulators' fines for actions before July 2017 (later withdrawn); and a commitment to give Carillion its 'fair share' of work and to prevent government customers and others from exercising rights to terminate contracts. Across the versions the requested tax deferral fell from £91 million to £63 million and the loan or guarantee, initially unquantified, was put at £210 million and then £160 million. The NAO's timeline describes the first formal request of 31 December 2017 as also seeking immunity from penalties arising from regulatory investigations. On 5 January the Cabinet Office told Carillion there could be no special treatment over future contract awards, and it told Carillion it could not legally grant some of its requests. ³

documentedThe committees reported that Carillion formally approached the government for financial assistance on 31 December 2017, when this became a prerequisite of discussions with its existing lenders; by then the only relief granted had been an HMRC 'time to pay arrangement' deferring £22 million of tax liabilities in October 2017. A further request to HMRC to defer £91 million of tax liabilities across the first four months of 2018 was refused at that point, HMRC stating that it would have to be referred to its Commissioners. On 13 January 2018 Philip Green wrote a final letter to the Cabinet Office making the case for government guarantees of up to £160 million between January and April 2018. ⁵

documentedThe NAO found that the Cabinet Office decided that a trading liquidation – in which Carillion entered liquidation but continued to provide services until other arrangements could be made for each contract – was better than providing financial support, citing concerns about Carillion's business plans, the legal implications, potentially open-ended funding commitments, the possibility of setting a precedent and the likelihood of further requests. Its options appraisal with PwC estimated a trading liquidation at £314m to £374m, an unsupported insolvency at £658m to £678m, a pre-sale of assets at -£49m to £51m and bridging investment at £233m to £267m, and the two cheapest options were considered too risky. The Chancellor of the Exchequer, the Minister for the Cabinet Office and the Prime Minister approved the preferred option in principle on 11 and 12 January 2018; on 14 January officials told Carillion that the government would not provide support but would fund a trading liquidation, its main creditors then also refused further support, and the board filed for liquidation with the High Court on 15 January. ³

documentedThe NAO's timeline for January 2018 records that on 3 January the Financial Conduct Authority announced an investigation into the 'timeliness and content' of some of Carillion's stock market announcements between 7 December 2016 and 10 July 2017; on 5 January government representatives met Carillion, its major lenders and pensions representatives, Carillion estimating a requirement of about £275–£350 million and the lenders' advisers saying it could well be more; on 8 January Carillion shared a draft business plan with the Cabinet Office and other creditors and made a more detailed request for support; on 10 January it presented its business plan to creditors, reporting the loss of £655 million of cash from operations in 2017; on 11 January the chief executive of the civil service, the Chancellor and the Minister for the Cabinet Office approved the option of a trading liquidation; and on 12 January major banking lenders said they would not proceed without government guarantees and resolution of the pension liabilities, Carillion reported that HMRC was not minded to support its tax deferral request, and the Prime Minister approved the trading liquidation option. ³

documentedAccording to the NAO, the Cabinet Office asked the Insolvency Service to continue to operate Carillion's service contracts through the Official Receiver and gave the Official Receiver £150 million of initial liquidity, secured from Parliament in February 2018; it also indemnified the Official Receiver against proceedings or claims connected with the liquidation. The Insolvency Service told the NAO this was the first example of a public limited company continuing to trade while being wound up. The NAO reported that the Cabinet Office would ultimately pay the net loss on the liquidation, then estimated at £148 million (the Official Receiver expected total costs of £522 million, including £50 million for the special managers), which the £150 million would cover; this was lower than the Cabinet Office's pre-liquidation estimate of £314 million to £374 million, and the total cost to the taxpayer would be higher because some public bodies were paying a 20% premium for post-liquidation services and some customers would incur replacement costs. ³

documentedThe NAO reported that Carillion staff continued to provide public services and that the Cabinet Office believed almost all services continued uninterrupted: Carillion's joint venture partners took over many of the larger construction projects, the Ministry of Justice established a new government company to run the prisons facilities management contract, and construction of the two PFI hospitals, Midland Metropolitan Hospital and Royal Liverpool University Hospital, was stopped until the PFI investors found alternative construction companies. On 23 May 2018, 21 public sector contracts remained within the insolvency regime, and the Official Receiver expected all customers to have ended or transferred their Carillion contracts by the end of June 2018. ³

documentedThe NAO reported that, in parallel with arranging a new £140 million lending facility, Carillion allowed its major banking lenders to form a Coordinating Committee to represent creditors' interests in a restructuring; the committee appointed advisers including FTI Consulting and on 23 October 2017 commissioned consultants (FTI) to carry out an independent business review of Carillion's restructuring plan, which remained in draft and was not seen by the Cabinet Office or lenders before the insolvency. On 22 December 2017 the lenders agreed to delay the date for testing compliance with the banking covenants to April 2018. ³

documentedIn its half-year results announcement of 29 September 2017, Carillion stated that since its trading update of 10 July a Carillion joint venture had been awarded two packages for the first phase of HS2 between London and Birmingham, worth about £1.4bn in total, of which Carillion had a one-third share; the first 16-month stage covered design, programme and target cost, and the construction stage was expected to take four to five years. The construction value was not yet in the order book because proceeding to stage two depended on the outcome of stage one. ²

documentedCarillion's half-year results for 2017 reported that the UK Defence Infrastructure Organisation had awarded a Carillion joint venture the HESTIA multi-activity services contract for the London and South East region, with potential revenues above £200m over an initial five-year period, and that after the half year two further HESTIA contracts, for the Northern and the Scotland and Northern Ireland regions, had been awarded to a Carillion joint venture, with potential revenues above £300m over the initial five years. ²

documentedThe NAO's timeline records that on 10 July 2017 Carillion announced a £845 million provision for losses on three UK public sector PFI construction contracts (Midland Metropolitan Hospital, Royal Liverpool University Hospital and the Aberdeen Western Peripheral Route), which accounted for 27% of the provision, and on construction contracts in the Middle East, and that its chief executive resigned; on 14 July it appointed restructuring consultants; government contingency planning began on 20 July; and on 11 September senior management including the finance director were asked to resign, a Chief Transformation Officer was seconded from EY and a new Chief Financial Officer took over. ¹

documentedAccording to the committees' report, The Hospital Company (Liverpool) Ltd and the hospital trust agreed a private finance initiative contract for the design and construction of the Royal Liverpool Hospital on 13 December 2013, and on the same date The Hospital Company (Liverpool) awarded Carillion Construction Ltd (CCL) a five-year, £235 million design and construction contract. CCL began construction in February 2014 with phase 1 due by 31 March 2017; delays due to asbestos were reported as early as May 2015, pushing expected completion to 30 June 2017. (The report names the trust as 'The Royal Broadgreen University Hospitals NHS Trust'; Carillion's 2014 annual report names the Royal Liverpool and Broadgreen University Hospitals NHS Trust.) ^{4 5}

documentedCarillion's 2014 annual report stated that at the beginning of 2014 Carillion began construction of the £335 million Royal Liverpool University Hospital project for the Royal Liverpool and Broadgreen University Hospitals NHS Trust, due for completion by 2017, in which it would invest £15.5 million of equity, expecting around £200 million of revenue over the 30-year concession and around £100 million from non-clinical support services. Its 2016 annual report lists a 50% interest in The Hospital Company (Liverpool) Limited. ^{5 6}

documentedIn a letter of 21 February 2018 to the chairs of the Work and Pensions and Business, Energy and Industrial Strategy committees, The Hospital Company (Liverpool) Ltd stated that TPS Consult Ltd, a Carillion Group company, had overall responsibility for the structural design of the Royal Liverpool University Hospital works; that the design and installation of the floor plates and integral beams was subcontracted to Heyrod Construction Ltd, which subcontracted aspects of the structural design to Freyssinet Ltd; and that Freyssinet designed the beams and Heyrod manufactured and installed them. Cracks were first discovered in two beams on 24 November 2016, and exclusion zones below and above them remained until 24 January and 24 March 2017; a review commissioned by CCL identified six beams needing remedial work. Remedial costs were being borne principally by Heyrod and Freyssinet until liability was established, CCL had incurred costs and made some payments to Heyrod, and monthly payments to Carillion were reduced to cover a proportion of the remedial costs. ⁷

documentedThe Hospital Company (Liverpool) told the committees that Carillion Construction Limited, as main contractor, had been the critical party in remedying the defects and progressing the project, and that since the insolvency of the Carillion group it had entered into negotiations with alternative contractors to complete the works safely in line with a revised timetable to be agreed with the Trust. ⁷

documentedCarillion's 2016 annual report stated that a Carillion joint venture, The Hospital Company (Sandwell) Limited, was delivering the Midland Metropolitan Hospital public private partnership project for the Sandwell and West Birmingham Hospitals NHS Trust – a hospital of around 683 beds and 13 operating theatre suites – in which Carillion would invest £13 million of equity, build the hospital at a capital cost of £297 million and provide hard facilities management and maintenance worth about £140 million over the 30-year concession. The report lists a 50% interest in The Hospital Company (Sandwell) Limited. ⁶

documentedCarillion's January 2018 business plan forecast a £67m net cash outflow on the Msheireb contract, 96% complete, with claims of £97m; the key risks it listed were the completion date (Q2 2018), recovery of outstanding value for preliminaries and agreement to and payment of £97m of extension of time claims, and it noted that the client held an on-demand performance bond of about £54m. The plan assumed a final settlement in August 2018 with a receipt of £39m and release of 40% of the retention (£11m), offset by payments to the supply chain. ³

documentedThe January 2018 business plan forecast a £26m net cash outflow on the Aberdeen contract (79% complete) with claims of £40m; its key risks were the completion date (May/June), liquidated damages and lane occupation changes, recovery of £25m of claim value from Transport Scotland by June 2018 and recovery of £15m from designers and insurance by December 2018. ³

documentedThe January 2018 business plan forecast net cash outflows of £119m on the Midland Metropolitan Hospital (47% complete, claims £33m; risks: the completion date of June 2019 and recovery of a £10m claim against Aecom by June 2018), £24m on the Royal Liverpool hospital (87% complete, claims £43m; risks: completion including commissioning and recovery of £34m of claims from third parties) and £23m on the PF2 schools (93% complete), where a £5m claim for change and variations was under negotiation with the Education & Skills Agency. ³

documentedCarillion's January 2018 business plan described its Central Government segment (2018 revenue £745m) as providing support services to the MoD and other central government departments, with key customers the MoD and the Defence Infrastructure Organisation, the MoJ and the Home Office, and key joint ventures Aspire (with KBR), NGEC (with Amey) and Hestia (with Aramark); it listed the key contracts with their end years as Aspire ('41), NGEC ('19), Northwood ('31), NOMS Prisons ('22) and Hestia ('23). The plan's provision review added a further £11m for NOMS, which it described as the National Offender Management Service prisons services contract with the MoJ. ³

documentedCarillion's 2014 annual report stated that during 2014 a Carillion joint venture achieved financial close on the Aberdeen Western Peripheral Route, in which it expected to invest some £20 million of equity, and a Carillion joint venture was selected as preferred bidder for the Midlands Priority Schools Programme (equity of up to £5 million); Carillion was shortlisted for the Midlands Metropolitan Hospital, in which it could invest up to £40 million. At 31 December 2014 it had 17 PPP projects with £42 million of equity invested and £112 million of further planned investment, valued by the directors at £48 million at a nine per cent discount rate (2013: £68 million); in 2014 it sold equity investments in four projects for about £37 million, generating a pre-tax profit of £13.9 million. ⁵

documentedCarillion's 2016 annual report stated that it had financially closed 66 PPP projects and that its 2016 PPP revenue was £313.0m (2015: £192.8m), of which 81% was in the UK and 19% in Canada. ⁶

documentedIn its 2017 half-year results Carillion reported a portfolio at 30 June 2017 of 15 financially closed PPP projects with £27m of equity invested and commitments to invest a further £52m, valued by the directors at about £46m at a nine per cent discount rate and £65m at seven per cent. Only one equity investment was sold in the first half of 2017, for £2m (first half of 2016: £48m), and the PPP pipeline fell after a strategic decision no longer to bid for PPP construction. ²

documentedAccording to Msheireb Properties' letter of 27 February 2018 to the committee chairs, the joint venture of Carillion (Qatar) LLC, which it described as a subsidiary of Carillion plc, and Qatar Building Company was selected after a competitive tender to construct Phase 1B of the Msheireb Downtown Doha project – 27 low- to mid-rise residential, hotel and office buildings with a gross floor area of about 160,000 m2 – under a contract based on the FIDIC Red Book; work commenced on 29 December 2011 with completion originally scheduled for 25 June 2014, and it was the first project Carillion undertook in Qatar. The committees described it as a 2011 contract with Msheireb Properties, a Qatari company, due to complete in 2014 but still unfinished at the time of their report. Msheireb Properties' letterhead describes it as a subsidiary of Qatar Foundation. ^{9 4}

documentedCarillion's 2016 annual report lists Carillion (Qatar) LLC as a 49% holding of the group; Msheireb Properties described the company as a subsidiary of Carillion plc. ^{9 6}

documentedThe committees' report records that in 2014 Carillion, already the second biggest construction firm in the UK, attempted to merge with the only larger firm, Balfour Beatty; the move was rejected after the Balfour Beatty board dismissed Carillion's claims that the merger would generate cost savings of £175 million a year. ⁴

documentedCarillion's 2016 annual report stated that in 2006 Aspire Defence Limited, a 50:50 joint venture between Carillion and KBR, was awarded a 35-year concession for Project Allenby Connaught, the largest infrastructure PPP project ever let by the UK Ministry of Defence, worth about £8 billion at 2006 prices and ending in 2041, and that Carillion/KBR joint ventures had since delivered about 550 new and refurbished buildings and facilities management services for them. ⁶

documentedCarillion's 2016 annual report stated that in 2016 Carillion/KBR (50:50) joint ventures were awarded Ministry of Defence contracts supporting the Army Basing Programme across the Salisbury Plain Training Area and Aldershot, together worth over £1.1 billion: a design and construction contract for 130 new buildings and related works with an estimated value of £680 million (Carillion's share £340 million over 2016 to 2020), and facilities management under a variation to the Project Allenby Connaught contract expected to generate a further £430 million (Carillion's share about £215 million). ⁶

documentedCarillion's 2014 annual report stated that in 2014 a Carillion joint venture won all five Next Generation Estates Contracts for which it bid to provide hard facilities and asset management services to the Defence Infrastructure Organisation – the National Prime Housing contract and four Regional Prime contracts – initially for five years and extendable to 10, worth up to £4.5 billion to the joint venture and up to £2.5 billion to Carillion over 10 years, covering around 85 per cent of the Ministry of Defence estate. ⁵

documentedCarillion's 2014 annual report stated that in 2014 it won a £200 million, five-year contract (extendable to seven years) to provide total facilities management to some 50 per cent of the public sector prisons operated by the Ministry of Justice, a £200 million, five-year facilities management contract with the Nottingham University Hospitals NHS Trust, support services contracts for private sector customers including the Royal Bank of Scotland, Arqiva, Heathrow Airport Limited and Canadian Natural Resources Limited, together worth over £400 million over five years, and selection for Network Rail framework contracts it estimated at up to £500 million. ⁵

documentedCarillion's 2016 annual report described Carillion as one of the leading suppliers of rail infrastructure services in the UK, working with Network Rail since 1999 under framework agreements in England, Scotland and Wales, with rail revenue above £350 million, and as the only supplier consistently among Network Rail's top two suppliers in recent years. ⁶

documentedCarillion's 2014 annual report described it as the largest supplier of infrastructure services to Network Rail, which in 2014 awarded Carillion contracts worth some £600 million plus framework agreements with an estimated revenue value to Carillion of up to £500 million. ⁵

documentedCarillion's 2016 annual report stated that it had several major framework agreements, notably for Network Rail, Highways England and Scape – for whom it was the sole provider of facilities management services for local authorities – and with UK central government under its Facilities Management Contracting Model; framework values were not included in its order book, but at the year end it had visibility of at least some £1.5 billion of revenue from these frameworks over the next five years. ⁶

documentedCarillion's 2014 annual report stated that it was one of five contractors selected by the Highways Agency to deliver contracts worth between £100 million and £450 million under the Agency's £5 billion Collaborative Delivery Framework, and that it achieved financial close on the Sunderland Regeneration Programme, potentially worth up to £800 million to Carillion over 20 years. ⁵

documentedCarillion's 2016 annual report listed among its 2016 UK successes two Northern Ireland Housing Executive contracts worth up to £366 million to maintain 22,000 houses over 10 years, a £64 million facilities management contract at London Overground stations for Arriva Trains and a £42 million contract for the Cabinet Office, together with re-bid wins including a seven-year Nationwide contract worth around £350 million, a £240 million four-and-a-half-year extension with Petroleum Development Oman and a five-year, £90 million extension with Centrica that extended an existing 10-year partnership. ⁶

documentedCarillion's 2016 annual report stated that it had provided facilities management for Nationwide Building Society's property estate since 2008 and that, on a re-bid in 2016, it was awarded a new seven-year contract from 1 October 2016, extendable by three years to 10, expected to generate about £350 million of revenue. ⁶

documentedCarillion's 2016 annual report described Carillion telent, a 60:40 joint venture, as Openreach's main delivery partner for maintaining and extending its telephone and data network; early in 2017 Carillion telent signed a three-year extension (extendable to five years) of its framework agreement, expected to generate up to £900 million of revenue over three years (Carillion's share over £500 million) and potentially up to £1.5 billion over five years (Carillion's share up to £900 million). The 2017 half-year results stated that Carillion had a 60 per cent interest in the joint venture. ^{6 2}

documentedCarillion's 2016 annual report stated that its business in Oman, Carillion Alawi, had provided integrated facilities management at 12 locations for Petroleum Development Oman (PDO) since 2013 and in 2016 signed a 4.5-year extension expected to generate some £240 million of revenue for Carillion; it described PDO as owned by the Government of Oman (60 per cent), Royal Dutch Shell (34 per cent), Total (4 per cent) and Partex (2 per cent). ⁶

documentedCarillion's 2017 half-year results stated that on 30 June 2017 the group disposed of 50% of its economic interest in its Oman subsidiary Carillion Alawi LLC to its partner, the Al Zawawi family. Before the disposal the group owned 49% of the business (the partner 51%) but had a 100 per cent economic interest and controlled the board and day-to-day operations, and so fully consolidated it; afterwards the two shared economic interests and control equally, and Carillion Alawi was deconsolidated and equity accounted as a 50% joint venture. The cash consideration was £12.8m (described in the narrative as £13m), with deferred consideration of up to £29m depending on performance; the loss on disposal was £0.8m after a fair value of £31.9m was attributed to the retained interest. In 2016 Carillion Alawi contributed £282m of revenue, a loss before tax of £(4)m and gross assets of £323m. ²

documentedCarillion's 2014 annual report stated that on 24 December 2014 the group completed the acquisition of a 60 per cent equity shareholding in Rokstad Power Corporation, a Canadian powerlines and transmission business operating mainly in British Columbia and Alberta, for total cash consideration of around £31 million dependent on performance and payable in instalments to July 2017 (£11.1 million on completion), and that Carillion had committed to acquire the remaining 40 per cent after five years at 4.5 times Rokstad's 2019 EBITDA, capped at £42 million. Carillion's stock exchange announcement of the same date described the acquisition as a 60 per cent interest in the trade and assets of Rokstad Power Corporation, on terms announced on 1 December 2014. ^{11 5}

documentedCarillion's 2016 annual report stated that Rokstad, acquired in December 2014, won Canadian power transmission contracts worth up to £200 million in 2016, notably a £120 million contract for Manitoba Hydro in December 2016 for the next phase of its Bipole III transmission line (scheduled for completion in 2018) and a £62 million contract for Emera; that the Bouchier Group won oil-sector contracts worth around £115 million, notably a three-year £63 million contract for Suncor Energy and a £26 million contract for Canadian Natural Resources Limited; and that in January 2017 Carillion acquired some of The Compass Group's facilities management business in Canada. ⁶

documentedCarillion's 2016 annual report stated that the group had a 49 per cent equity shareholding in the Bouchier Group, a Canadian business consolidated as a subsidiary, and listed Bouchier Contracting Ltd. among its 49% holdings. ⁶

documentedCarillion's January 2018 business plan assumed that the disposals of its UK Healthcare activities (the subject of an already announced transaction with Serco), Rokstad, Bouchier, Northern Ireland and Utilities would complete by 30 June 2018; its disposals table showed assumed proceeds of £18m for Rokstad (Q2 2018), £8m for Bouchier (Q1 2018), £46m for Salus (Q2 2018), £13m for Northern Ireland (Q1 2018) and £1m for Utilities (Q1 2018), £86m in total. ³

documentedThe January 2018 business plan put 2018 revenue of the Corporate & Regions segment at £688m and listed its key customers as BT Openreach, Gigaclear, Tameside, Nationwide, Centrica and Heathrow, with Carillion telent as its key joint venture; it attributed part of the expected 2017–18 growth to Carillion telent (the Gigaclear win). ³

documentedThe January 2018 business plan listed as key MENA contracts, with their end dates in its abbreviated form, Msheireb (mid-18), Al Dara (June-18), PDO (Dec-21) and hospitals in Oman at Salalah (Nov-17 to Oct-21) and Khasab (Nov-17 to July-21), and expected MENA revenue to fall in 2018 mainly because of the deconsolidation of Carillion Alawi and construction exits in Qatar and Saudi Arabia. ³

documentedCarillion's January 2018 business plan stated that EY was supporting the company in establishing a risk management and assurance framework building on lessons learnt from the contract reviews. ³

documentedCarillion's 2014 annual report stated that Carillion would be the first company to benefit from UK Export Finance's new Direct Lending Facility, which it used to secure a £75 million contract for Phase 1 of the Dubai World Trade Centre District for the Dubai World Trade Centre, and that it had already secured four contracts in the Middle East and North Africa with the support of UKEF's Standard Buyer Credit Facility. Its 2016 annual report said that in the Middle East it focused primarily on winning contracts with UKEF support, which helped margins, payment times and cash flow, and that on 7 December 2016 it announced the closure of its Caribbean construction operations, having gradually withdrawn from general construction in Canada. Its 2017 half-year results mentioned a fee for putting UKEF finance in place for Phase 3 of the One Central development for the Dubai World Trade Centre. ^{6 5 2}

documentedCarillion's 2014 annual report stated that Al Futtaim Carillion, its joint venture in the United Arab Emirates, was nearing completion of the £112 million Al Jalila Speciality Children's Hospital for the Dubai Health Authority and in 2014 won contracts for two luxury hotels worth some £300 million and a £75 million contract for Phase 1 of the Dubai World Trade Centre development, while in Saudi Arabia Carillion won a £70 million contract for the Aldara Hospital and Medical Centre in Riyadh. The report lists Al Futtaim Carillion LLC (UAE) as a 49% joint venture. ⁵

documentedCarillion's 2014 related-party note reported group sales to joint ventures of £277.0m in 2014 (2013: £486.2m), of which £248.6m to PPP joint ventures, including Healthcare Infrastructure Partners (NOH) Partnership (Canada) £50.3m, The Hospital Company (Liverpool) Ltd £34.4m and The Hospital Company (Southmead) Ltd £26.3m; sales to CarillionAmey Ltd were £11.3m, and the group's payable balance to Al Futtaim Carillion LLC (UAE) was £24.9m. ⁵

documentedCarillion's 2016 related-party note reported group sales to PPP joint ventures of £306.0m (2015: £156.4m), including The Hospital Company (Liverpool) Ltd £108.6m, The Hospital Company (Sandwell) Ltd £91.0m, 'PBSP Midlands Limited' £75.2m and Inspiredspaces Bundle 5 (Ireland) Ltd £28.0m; total sales to all joint ventures were £316.7m, with receivables of £59.9m and payables of £(112.4)m. Payables included £(70.8)m to Al Futtaim Carillion LLC (UAE) (2015: £(56.5)m) and £(16.8)m to CarillionAmey Ltd. ⁶

documentedCarillion's 2014 annual report stated that Carillion was well advanced with Phase 1 of the £400 million redevelopment of Battersea Power Station, begun in the second half of 2013 and scheduled for completion in 2016, on a site owned by a Malaysian consortium of S P Setia, Sime Darby Property and Employees' Provident Fund, with the development managed by the Battersea Power Station Development Company. ⁵

documentedCarillion's 2014 annual report reported two fatal accidents in 2014 on its projects – an employee in Oman who fell about three metres from an unfixed panel, and a sub-contractor's employee in Qatar struck by a vehicle while crossing a highway during maintenance work – and a collision on the M4 motorway in England in which three Carillion employees died and a fourth was seriously injured; it stated that there were no prosecutions by the relevant UK enforcement authorities in 2014. ⁵

documentedOn 15 January 2018 winding-up orders were made against Carillion plc and associated companies and the court appointed the Official Receiver as liquidator. The Insolvency Service notice published that day lists Carillion plc (03782379), Carillion Construction Ltd (00594581), Carillion Services Ltd, Planned Maintenance Engineering Ltd (00737307), Carillion Integrated Services Ltd (03679838) and Carillion Services 2006 Ltd. ¹

documentedCompanies House records one insolvency case for Carillion plc (03782379): a compulsory liquidation with petition date and commencement of winding up both 15 January 2018, and the Official Receiver as practitioner. ⁶

documentedAccording to the House of Commons committees' May 2018 report, at 6.40am on 15 January 2018 the High Court granted a winding-up order for Carillion plc and five subsidiaries, appointing David Chapman, the Official Receiver, as liquidator. The report records the Insolvency Service chief executive's evidence that private insolvency practitioners were unwilling to take on an administration because there was no certainty that enough money was left in the company to pay their costs, and that the Government made £150 million available to support the insolvency in 2017–18. ⁷

documentedThe special managers' information page states that on Monday 15 January 2018 the High Court appointed the Official Receiver as liquidator of Carillion Plc and several subsidiaries on the petition of the companies' directors, and simultaneously appointed special managers to support him. The Insolvency Service notice states that the Official Receiver became responsible for the day-to-day control and management of the liquidated companies and that partners at PwC were appointed as special managers to assist. ^{8 1 7}

documentedThe committees' May 2018 report cites, as an unpublished source, the first witness statement of Keith Robertson Cochrane dated 15 January 2018 (exhibit KC1), filed in the High Court in the matter of Carillion plc and of the Insolvency Act 1986. ⁹

documentedAccording to the special managers' page, David Chubb, appointed by court orders as a special manager of various Carillion companies, retired from PwC on 31 March 2019 and was discharged at a hearing on 31 May 2019; Russell Downs retired from PwC on 31 December 2021 and a hearing to discharge him was held on 16 December 2021. ⁸

documentedThe special managers' page states that, following the death of Michael Jervis, one of the joint special managers, at a court hearing on 30 August 2023 he was discharged as special manager of the companies, Adam Seres was appointed as replacement special manager for all of the companies, and Toby Banfield was appointed as an additional special manager for Carillion Plc and Carillion Construction Limited. The page's appointments table lists Mark James Tobias Banfield as a special manager of both companies. ⁸

documentedThe special managers' current appointments table lists Edward John Macnamara, Adam Seres and Mark James Tobias Banfield as special managers of Carillion Plc (compulsory liquidation from 15 January 2018), and Mark James Tobias Banfield, Adam Seres, Peter Dickens and Matthew Hammond for Carillion Construction Ltd. Banfield and Seres are listed for every other company in the table. David Kelly does not appear in the current table. ⁸

documentedGroup companies placed in compulsory liquidation later, with the Official Receiver as liquidator and Mark James Tobias Banfield and Adam Seres listed as special managers, include Carillion Construction Overseas Limited (21 September 2018), Carillion Private Finance (Education) 2015 Limited (12 December 2018), Carillion AM Developments Limited and Marchwiel Properties Limited (10 April 2019) and Carillion Private Finance Limited (25 September 2019). ⁸

documentedPwC's August 2018 list records compulsory liquidations, with the Official Receiver as liquidator, of Carillion Asset Management Limited (01122808), Carillion Energy Services Limited (03858865) and Carillion LGS Limited (03198709) from 25 January 2018, and of Carillion Fleet Management Limited (00537677), Everprime Limited, Postworth Limited (02508579), TPS Consult Limited (02574820), Carillion Specialist Services Limited (02574792), Carillion Utility Services Limited (00728599) and Carillion AM Government Limited (00885404) from 26 January 2018. ⁵

documentedThe same list records compulsory liquidations, with the Official Receiver as liquidator, of Sovereign Hospital Services Limited (03232308) from 2 February 2018 and, from 16 February 2018, of Carillion JM Limited (00077628), Carillion Holdings Limited (03783019), Carillion Project Investments Limited, Schal International Management Limited (02646690), Sovereign Consultancy Services Limited, Dudley Bower Group plc (00566465), PME Technical Services Limited, PME Partnerships Limited, Carillion Professional Services Limited (02916489) and Carillion Property Services Limited. ⁵

documentedFrom 13 June 2018 the list records compulsory liquidations, with the Official Receiver as liquidator, of Carillion (AM) Limited (1367044), Carillion Swindon Limited (2294384), Carillion Capital Projects Limited (247624) and Churchward plc (2489314), with Jervis and Kelly as special managers, and of Carillion Utility Services Group Limited (1521006), Carillion Utility Services S.E. Limited (2355338), G T Railway Maintenance Holdings Limited (3126198) and six other group companies without special managers. ⁵

documentedThe list records further compulsory liquidations with the Official Receiver as liquidator: on 4 July 2018 of Centrac Limited, Clinicenta Limited and Eaga Energy Solutions Limited (among others); on 8 August 2018 of Alfred McAlpine International Limited, Carillion (Singapore) Limited, Carillion MENA Limited (398443) and Carillion Support Services & Investments Limited (among others); and on 22 August 2018 of G T Railway Maintenance Limited. Carillion Energy Services Scotland Limited (SC102827) entered interim liquidation in Scotland on 14 August 2018. ⁵

documentedCarillion (AMBS) Limited (SC020258) went into provisional liquidation in Scotland on 19 January 2018, interim liquidation on 25 April 2018 and court liquidation on 6 June 2018, with PwC partners Jervis, Kelly, Chubb and Downs listed as office-holders and no Official Receiver entry; Carillion (AMBS) Holdings Limited (SC203910) and AMBS 1 Limited entered interim liquidation in Scotland on 19 June 2018, with Jervis and Kelly listed. The special managers' page explains that companies outside the Official Receiver's geographical jurisdiction needed an insolvency practitioner other than the Official Receiver as liquidator. ^{5 8}

documentedCarillion Finance (Jersey) Limited (117045) entered a just and equitable winding up in Jersey on 26 January 2018, and Carillion Insurance Company Limited (Guernsey, 24845) a compulsory liquidation under the Companies (Guernsey) Law 2008 on 20 March 2018; PwC's list names Nicholas John Vermeulen and Christian Van Den Berg of PwC in the Channel Islands as the office-holders for both. ⁵

documentedCarillion Irishenco Limited (Irish company number 290713; registered in the UK as an overseas company) entered liquidation in Ireland on 27 June 2018 with Declan McDonald of PwC Dublin listed as liquidator; P.J. Walls (Civil) Limited entered liquidation in Ireland on 8 August 2018 with Michael O’Regan of PwC Dublin listed. ⁵

documentedSix Carillion companies with Aspire in their names, Carillion (Aspire Services) Limited (5704254), its two holding companies and Carillion (Aspire Construction) Limited with its two holding companies, were placed in members' voluntary liquidation with Robert Nicholas Lewis and Laura May Waters of PwC as liquidators. PwC's August 2018 list dates all six to 30 May 2018; the special managers' page gives 25 April 2018 for Carillion (Aspire Services) Limited and 30 May 2018 for the other five. ^{5 8}

qualification

The two PwC sources differ on the date for Carillion (Aspire Services) Limited and the difference is not explained.

documentedThe Official Receiver and the special managers of the 84 UK Carillion group companies in liquidation published an update on the anticipated distribution and closure of 74 UK subsidiaries and the status of the remaining 10, with an anticipated distribution schedule. They state that the schedule is based on current information, depends on realisations and costs, and cannot be relied upon as guidance to the actual outcome. ¹²

documentedIn the anticipated distributions table, the prospect of a dividend to unsecured creditors is shown as "Not anticipated" for Carillion Plc (03782379, liquidation from 15 January 2018) and as "Nil" for Carillion Construction Limited (00594581). ³

documentedOn 16 October 2026, further to an update of 6 May 2026, the Official Receiver and the special managers of Carillion Plc (in liquidation) gave notice of their intention to apply to the court under section 176A(5) of the Insolvency Act 1986 for an order that section 176A(2) shall not apply, so that they would be under no obligation to make a prescribed part available for the company's unsecured creditors, on the basis that the costs of doing so would far exceed the value of the prescribed part. ¹²

qualification

A notice of intended application; the retained record does not show the court's decision.

documentedThe Official Receiver and special managers state that no funds are expected to be available for returns to shareholders of the Carillion liquidation companies. ¹²

documentedA notice of intended first and final dividend was issued for Carillion Advice Services Limited, Carillion MENA Limited, Carillion Private Finance Limited and SA 1 Developments LLP, with 25 March 2026 as the final date for proving claims. ¹²

documentedThe anticipated distributions table marks a dividend to unsecured creditors as expected ("Yes") for, among others, Carillion Holdings Limited (03783019), Carillion JM Limited (00077628), Carillion Energy Services Limited (03858865), Carillion (AM) Limited (01367044), Carillion Services Limited (03011791), Carillion Fleet Management Limited (00537677), Carillion LGS Limited (03198709), Carillion Utility Services Limited (00728599), Carillion MENA Limited, Carillion Private Finance Limited, Carillion Capital Projects Limited, Churchward plc, Eaga Energy Solutions Limited, Carillion AM Developments Limited and Marchwiel Properties Limited. ³

qualification

Indicative schedule; the office-holders state it is subject to change.

documentedThe same table shows a nil prospect of an unsecured dividend for, among others, Carillion Construction Limited, Carillion Services (2006) Limited (02684154), Carillion Integrated Services Limited, Planned Maintenance Engineering Limited, Carillion Asset Management Limited, Carillion AM Government Limited, Postworth Limited, TPS Consult Limited, Carillion Specialist Services Limited, Sovereign Hospital Services Limited, Schal International Management Limited, Dudley Bower Group plc, Carillion Professional Services Limited, Carillion Swindon Limited, Carillion Utility Services Group Limited, Carillion Utility Services S.E. Limited, G T Railway Maintenance Holdings Limited, G T Railway Maintenance Limited, Centrac Limited, Clinicenta Limited, Alfred McAlpine International Limited, Carillion (Singapore) Limited, Carillion Support Services & Investments Limited, Carillion Construction Overseas Limited, Carillion Regeneration Limited (02630590, liquidation from 20 March 2019), Carillion GB Limited (03105686, liquidation from 7 October 2020) and The Hospital Company (Sandwell) Limited and its holding company (liquidation from 9 January 2019). ^{3 5}

qualification

The table writes dates in month/day/year order (for example 10/7/2020 for 7 October 2020); the Clinicenta date 7/4/2018 is 4 July 2018, as PwC's August 2018 list also shows.

documentedThe National Audit Office's 2018 investigation reports that, on figures as of 18 May 2018, the Official Receiver expected total liquidation costs of £522 million (including £50 million of payments to the special managers, £164 million to subcontractors and £170 million of Carillion staff payroll), income of £417 million and an expected £44 million distribution to creditors and reimbursement of fees, giving a net cost of £148 million. The NAO states that the Cabinet Office will ultimately pay this loss, which would be covered by the £150 million it had already provided. ¹⁴

qualification

Forecast subject to uncertainties; the NAO notes it would take a long time to establish the final cost.

documentedAccording to the NAO, thirty-one of Carillion's 198 companies were in liquidation; by 29 May 2018 the Official Receiver had found continuing employment for 11,638 (64%) of the pre-liquidation UK workforce through contract transfers, made 2,332 staff (13%) redundant without new jobs and still employed around 3,000, while 1,116 had left voluntarily. The NAO expected non-government creditors to recover little, with some payments to creditors of subsidiaries with positive net assets, a large proportion going to tax liabilities and the pension schemes. ¹⁴

documentedThe NAO cites the Construction Products Association's report that 11,600 subcontractors worked directly for Carillion, and states that the government coordinated lending facilities of up to £1 billion for small and medium-sized firms in the supply chain, with limited call on them at the time of the report. ¹⁴

documentedThe committees' May 2018 report records that special manager David Kelly, charged out at £865 per hour, told them that PwC's first eight weeks of work would cost £20.4 million, that PwC staff were working at an average hourly rate of £360 and that 112 people had worked on Carillion in the week before his evidence. ⁷

documentedIn its letter published in the committees' special report of 12 July 2018, the Insolvency Service stated that on 28 June 2018 the court considered PwC's remuneration application and concluded that £22.9m (net of VAT) was due for 15 January to 31 March 2018, a sum reflecting the discount negotiated by the Insolvency Service and representing a saving of £5.7m. It added that the expected net cost of the liquidation was around £148 million and that PwC's final bill as special managers was expected to be about £50m, around 10% of the total gross costs. ¹⁰

documentedIn a letter to the committee chairs dated 30 September 2019, David Chapman, the Official Receiver, reported total realisations (including trading receipts) of just over £500m across the liquidation estates, about £88m more than at December 2018, and expected further recoveries above £10m; 81 companies were in compulsory liquidation with him as liquidator, 15 more than in December 2018, and special managers had been appointed over 46 of them. ¹¹

documentedThe Official Receiver's letter of 30 September 2019 put the special managers' costs across the liquidation companies at £43.7m for 15 January to 31 December 2018 (against an earlier estimate of £44.2m) and £8.5m for 1 January to 31 August 2019, of which about £6.7m related to shortfall entities; PwC staff assisting averaged 14.6 whole-time equivalents a week in June to August 2019, against 155.2 in January to March 2018. He expected to keep needing the special managers to progress litigation against a number of parties. ¹¹

documentedThe same letter states that the group had 13 defined benefit pension schemes and that the Pension Protection Fund was estimated to be entitled to a dividend from three Carillion companies with a surplus; that the net cost of the liquidations was estimated at £62m for 61 of the estates (the committees had asked whether it remained £72 million); and that the remaining 20 companies in liquidation should show a surplus enabling distributions. ¹¹

documentedIn his September 2019 letter, answering a committee question that noted the liquidation trading phase had ended in August 2018, the Official Receiver wrote that the remaining 125 Carillion employees were made redundant by 31 December 2018 and that overall 16% of the workforce had been made redundant while 84% of jobs were saved, mostly through transfers to new contractors. ¹¹

documentedThe High Court's judgment of 27 October 2021 in the FCA's appeal records the Official Receiver's evidence that Carillion was the largest trading liquidation in UK history, that proofs of debt received exceeded £7.1 billion while realisations "as of last year" totalled only some £575 million, that the Insolvency Service's fee income had been spent and all realisations absorbed by liquidation expenses, and that any costs of Carillion participating in FCA enforcement proceedings would have to be met from public funds. ¹⁵

documentedOn 15 June 2026 the Insolvency Service announced that David Chapman, its Senior Official Receiver, had been made an OBE in the King's Birthday Honours; the announcement credits him with leading the resolution of the Carillion, Thomas Cook and British Steel insolvencies. ¹⁶

documentedThe Insolvency Service told the committees in July 2018 that the Official Receiver's investigation into Carillion's failure had obtained more than 350TB of electronic data from the company and had contacted those who were directors in the three years before liquidation; it noted the Official Receiver's statutory duty to investigate and report misconduct, the possibility of disqualification for up to 15 years, and that recoveries against company officers and third parties were being considered. ¹

documentedThe FCA's chief executive told the committees (letter published July 2018) that, as Carillion had announced on 3 January 2018, the FCA was investigating the timeliness and content of Carillion's announcements, focusing on whether the matters in the 10 July 2017 trading update, including the £845 million contract provision, were identified and announced at the appropriate time and whether earlier announcements were false or misleading; the investigation covered potential breaches of the Market Abuse Regulation, Listing Rules and Listing Principles, and the FCA was looking into allegations of insider trading before 10 July 2017. ¹

documentedAsked by the committees about a reported request from Carillion's former chairman, Philip Green, to protect the company and its lenders from fines or penalties for conduct before July 2017, the FCA's chief executive replied that he was not aware of a request from Carillion or the Cabinet Office to the FCA to withhold action or grant immunity. ¹

documentedOn 18 September 2020 the FCA issued a Warning Notice concerning alleged market abuse and Listing Rules breaches by Carillion and others and published a statement; for Carillion it proposed a public censure, not a financial penalty. The notice was issued under the permission granted by the Insolvency and Companies Court order of 7 August 2020. ²

documentedIn The Financial Conduct Authority v Carillion Plc (in liquidation) [2021] EWHC 2871 (Ch), judgment of 27 October 2021 (Mr Justice Michael Green), the High Court heard the FCA's appeal against ICC Judge Jones's order of 7 August 2020, which had held that the FCA needed the court's permission under section 130(2) of the Insolvency Act 1986 to take regulatory action against a company in liquidation and had granted that permission; the grant itself was not challenged. Carillion was represented through the Official Receiver as liquidator. ²

qualification

The retained published copy of the judgment ends before the court's conclusion, so the outcome of the appeal is not recorded here.

documentedThe FCA's February 2026 release states that Richard Howson was one of two executive directors on Carillion's board, the other being the group finance director, first Richard Adam and then Zafar Khan, and it lists a 2026 Final Notice for Carillion plc (in liquidation) alongside Howson's. ⁴

documentedThe FRC's Executive Counsel also sanctioned three other former Carillion senior accountants, not named because of specific and exceptional confidential circumstances, with recommended exclusions of 8, 5 and 2 years, financial sanctions of £70,000 discounted to £45,500 and of £40,000 discounted to £26,000 (twice), and severe reprimands; the settlements were approved by a member of the independent Tribunal Panel. The FRC said the announcement concluded its investigations arising from Carillion's collapse, after its earlier enforcement concerning KPMG's audits. ⁶

qualification

The FRC states that the announcement should not be treated as evidencing an investigation into, or findings about, any other persons or entities.

documentedAccording to a government answer in Parliament of 24 October 2023, the Insolvency Service, acting for the Secretary of State for Business and Trade, commenced disqualification proceedings on 12 January 2021 against three executive and five non-executive directors of Carillion plc. Its estimated costs in the proceedings against all eight were £11,064,519, and £2,725,000 of costs had been recovered following the disqualification of the three executive directors. ⁷

documentedCompanies House records a disqualification undertaking given by Richard John Adam on 13 July 2023 for his conduct while acting for Carillion plc, under section 7 of the Company Directors Disqualification Act 1986, running from 3 August 2023 to 2 February 2036 (twelve and a half years). The Insolvency Service accepted the undertaking. ^{11 9}

documentedCompanies House records a disqualification undertaking given by Zafar Iqbal Khan on 29 June 2023 for his conduct while acting for Carillion plc, under section 7 of the Company Directors Disqualification Act 1986, running from 20 July 2023 to 19 July 2034 (eleven years). The Insolvency Service accepted the undertaking. ^{12 9}

documentedOn 4 October 2023 the Insolvency Service, acting for the Secretary of State for Business and Trade, announced that it had accepted an 8-year disqualification undertaking from Richard Howson, Chief Executive Officer of Carillion Plc until 10 July 2017, for his conduct as a director of Carillion Plc. Companies House records the undertaking as given on 4 October 2023 under section 7 of the Company Directors Disqualification Act 1986, running from 25 October 2023 to 24 October 2031. ^{13 9}

documentedIn Carillion Plc (in liquidation) v KPMG LLP and KPMG Audit Plc [2020] EWHC 1416 (Comm), judgment of 3 June 2020, Mr Justice Jacobs dismissed Carillion's application under CPR 31.16 for pre-action disclosure of KPMG's electronic audit files. Carillion intended to claim that KPMG, as auditor of Carillion and many subsidiaries, failed to detect that the financial statements did not reflect the true position on construction contract revenue and goodwill. The judge considered that, after KPMG's letter of response, Carillion should plead its case in the usual way. ^{15 16}

documentedThe 2020 application concerned the audits for 2014 to 2016 and, for contract accounting, 9 contracts out of 58 reviewed by Carillion's management between May and July 2017 (write-downs were made on at least 45): the Aberdeen Western Peripheral Route, Royal Liverpool Hospital, Battersea Power Station, Midland Metropolitan Hospital, Southmead, TTC Vaughan and Union Station in Canada, and Msheireb and Al Dara in the Middle East. ¹⁵

documentedThe 2020 judgment records that on 1 October 2019 Carillion's solicitors wrote to KPMG's solicitors referring to write-downs in June and September 2017 of £845 million on certain contracts, a further £200 million on support services contracts and a £134 million goodwill impairment, and that a standstill agreement had earlier been concluded while KPMG's work was investigated by the office-holders. ¹⁵

documentedOn 25 January 2018 Carillion Canada Holdings Inc., Carillion Canada Inc., Carillion Canada Finance Corp. and Carillion Construction Inc. obtained an Initial Order from the Ontario Superior Court of Justice (Commercial List) under the Companies' Creditors Arrangement Act (court file CV-18-590812-00CL), staying proceedings until 23 February 2018 and appointing Ernst & Young Inc. as Monitor; the stay was most recently extended to 30 April 2021. Further applicants, including Carillion Services Inc., were added on 1 March 2018. ¹

documentedThe Monitor's report describes Carillion plc, acting by its special managers, as the ultimate parent of the Canadian applicants. ¹

qualification

The report does not set out the intermediate holding companies.

documentedAccording to the Monitor, Carillion plc carried out a cash sweep of about C$28 million from the Canadian applicants' cash management system on 12 January 2018. About C$27.8 million swept into Carillion Canada's account with HSBC UK was not returned and is held by HSBC UK; on the Monitor's motion the court made an Investigation Order (revised on 6 March 2019) directing the Monitor to investigate, and on 21 February 2020 declared that HSBC UK had attorned to its jurisdiction to determine entitlement to the funds. ¹

documentedUnder the group's global liquidity arrangements, cash of certain Canadian group companies was swept daily into a Carillion Canada account at HSBC Canada and from there into a Carillion Canada account at a branch of HSBC UK. ¹

documentedErnst & Young Inc. signed its April 2021 report as Monitor of Carillion Canada Holdings Inc., Carillion Canada Inc., Carillion Canada Finance Corp., Carillion Construction Inc., Carillion Pacific Construction Inc., Carillion Services Inc. and other applicants including Rokstad Power GP Inc. and Plowe Power Systems Ltd., and as Receiver of companies including Carillion Investments (Canada) Inc. ¹

documentedOn 29 April 2020 the court appointed Ernst & Young Inc. as equitable receiver of related Canadian companies, including Carillion Investments (Canada) Inc., 491313 BC Limited, 2447586 Ontario Inc., Carillion Canada (WOHC) Inc., TWD Roads Management Inc. and Vanbots Capital Corporation, harmonising the receivership with the CCAA proceedings. ¹

documentedThe Monitor's motion of 30 September 2020 seeking relief on trust funds of C$21,699,020.71 was heard on 28 January 2021 and dismissed on 2 March 2021; on 16 March 2021 the Monitor served a notice seeking leave to appeal, which its thirty-third report of 15 April 2021 supported. The Monitor noted that the trust funds of C$21.7 million would flow directly to the surety and subcontractors, reducing their claims against Carillion Construction Inc. ¹

qualification

The outcome of the leave application is not in the retained report.

documentedThe Retirement Plan for Employees of Carillion Canada, providing defined benefit and defined contribution pensions, is sponsored and administered by Carillion Canada Inc. ¹

documentedIn the CCAA proceedings the Canadian services portfolio (Business Support Services and the Outland entities) was sold to Fairfax, defined as Hamblin Wasta Investment Counsel Ltd. acting as investment manager of Fairfax Financial Holdings Limited and affiliates; the vendors included Carillion Construction Inc. and Carillion Services Inc., and the initial closing took place on 7 March 2018. ¹

documentedThe Monitor's glossary describes two further sales: the Ellis Don transaction, among "CCI" and its related party Carillion Ottawa Holdings Inc. as vendors and EllisDon Corporation and EllisDon Ottawa Inc. as purchasers; and the sale of the road maintenance business (year-round maintenance of about 40,000 km of highways in Ontario and Alberta) by "CCI", "CCFC" and TWD Roads Management Inc. to Emcon Services Inc. and 1165565 B.C. Ltd. ¹

documentedOn 13 June 2018 the Ontario court added Rokstad Power GP Inc., 0891115 BC Ltd., Golden Ears Painting & Sandblasting Ltd., Plowe Power Systems Ltd. and Carillion General Partner (B.C.) Limited to the CCAA proceedings as the Rokstad additional applicants. The Monitor's glossary defines the Rokstad transaction as the sale by Rokstad Power GP Inc., 0891115 BC Ltd., Golden Ears Painting & Sandblasting Ltd. and Plowe Power Systems Ltd. to Rokstad Holdings Corporation or its designated purchaser. ¹

documentedA list of contracts in a 2024 court-filed receiver's report records June 2018 agreements on the sale of the Rokstad business: an asset purchase agreement dated 12 June 2018 among Rokstad Holdings Corporation, RPC Limited Partnership, Rokstad Power GP Inc., 0891115 B.C. Ltd., Plowe Power Systems Ltd., Golden Ears Painting & Sandblasting Ltd., Carillion Canada Holdings Inc., Carillion Canada Inc., Rokstad Power Corporation and two individuals; a co-operation and realization agreement dated 18 June 2018 among RPC Limited Partnership, Rokstad Holdings Corporation, Rokstad Power Corporation, the same two individuals, Carillion Canada Holdings Inc. and Carillion Canada Inc.; and a share purchase agreement dated June 2018 between Carillion USA Inc. and Rokstad Holdings Corporation. ²

qualification

The list records the agreements and parties, not their terms or consideration.

documentedOn 6 November 2024 the Supreme Court of British Columbia appointed FTI Consulting Canada Inc. as receiver and manager of Rokstad Holdings Corporation, Rokstad Power (2018) Ltd. and related companies, on the petition of Stellex Power Line Opco LLC and 1501841 B.C. Ltd., after an interim receivership from 10 October 2024. ²

qualification

A later receivership of the business after it left the Carillion group in 2018, concerning that business's own lenders; it contains no finding about Carillion, and the receiver, FTI Consulting Canada Inc., has no role in the Carillion proceedings in the retained record.