Philip Green, Carillion chairman 2014–2018

analysisPhilip Green was the non-executive Chairman of Carillion plc from May 2014 until the company was placed into compulsory liquidation on 15 January 2018, having joined its board on 1 June 2011. Carillion's annual reports name him as Philip Green CBE and Companies House records him as Philip Nevill Green; the House of Commons committees' May 2018 report states that he is not to be confused with Sir Philip Green of Arcadia and, previously, BHS. The 1 June 2011 appointment is given by the 2014 and 2016 annual reports and by Companies House. According to the committees Green joined as Senior Independent Non-Executive Director, and the 2014 annual report states that he had been Senior Independent Non-Executive Director and Chairman designate before becoming Chairman in 2014. Its remuneration report records that on appointment as Chairman he received a fee of £193,000 pro rata from 7 May 2014, the date it gives for Philip Rogerson's resignation. Green is named Chairman in the 2016 annual report and in the January 2018 group business plan, and the committees state that he was Chairman from 2014 until the liquidation. Companies House shows the 1 June 2011 directorship as active, with no termination recorded, and the officer record behind that entry lists this single appointment. The 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, whose officer record likewise lists that one Carillion plc appointment and no other. ^{1 2 3 4 5 6 7 8 9}

analysisAs Chairman, 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), and both reports list him as Chairman among the non-executive directors. The 2016 annual report shows him chairing the board's Nominations and Business Integrity Committees, while Andrew Dougal chaired the Audit Committee, Alison Horner the Remuneration Committee and Ceri Powell the Sustainability Committee. ^{5 2 1}

analysisCarillion's 2016 remuneration report shows a Chairman's fee of £215,000 for 2016 and 2017, with no additional fee for committee memberships, against a basic non-executive fee of £51,000 and an additional £10,500 each for chairing the Remuneration, Audit or Sustainability Committee and for the Senior Independent Non-Executive Director. According to the House of Commons committees' May 2018 report, 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 that year. The remuneration reports record Green as owning 10,000 Carillion plc shares outright at 31 December 2014 and at 31 December 2016. ^{1 2 3 4}

analysisGreen held other chairmanships while at Carillion. The committees state 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. Carillion's 2014 annual report lists his 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 2016 report lists 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 chaired BakerCorp from June 2011 until December 2017. According to the committees, Green was appointed in 2011 as a corporate responsibility adviser to the then Prime Minister, a role he left in 2016. ^{2 1 4 3 5}

analysisCarillion's 2014 and 2016 annual reports list 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 and was succeeded by Steve Mogford; Carillion's 2014 annual report states that Mogford joined United Utilities Group PLC as Chief Executive in March 2011. ^{1 2 3}

analysisAn older matter was raised in the parliamentary inquiry. According to the House of Commons committees' May 2018 report, which cites a January 2018 press report, Green was Managing Director of Coloroll before it went into receivership in June 1990, and in 1994 the Pensions Ombudsman made a finding of breach of trust and maladministration against him. The Ombudsman's 1994 determination itself is not among the retained documents. An online encyclopedia entry states that Green became Coloroll's group development director in 1985 and was its managing director from 1989 to 1990, and that the 1994 finding concerned him as a trustee of the Coloroll group's pension fund. Asked by the committees, the chair of Carillion's pension Trustee wrote on 26 January 2018 that the Trustee had not been aware of the Pensions Ombudsman ruling against Green. No response by Green on this point was found in the retained documents. ^{4 1 5 6}

analysisOn 13 January 2018 Green wrote, as chairman of Carillion plc, to John Manzoni, Permanent Secretary for the Cabinet Office. Confidence in the group, the letter said, had been shaken by media reports and by the withdrawal of previously committed support from key banks, and the group faced two options: short-term funding from HM Government and certain key banks to bridge to a restructuring, or an insolvency. Green described the request as temporary support alongside commercial bank support, at a commercial rate of interest in the interim, to be cancelled and repaid in full on completion of a restructuring that would include a debt for equity swap. He wrote that the restructuring would likely involve adjustments to the Midland Metropolitan Hospital, Aberdeen Western Peripheral Route and HMPPS contracts and that the previous senior management team had all exited the business, and warned that an insolvency would be 'very disorderly and value destructive' and come at enormous cost to HM Government. These were the chairman's statements in support of a funding request. The committees later described the letter as a 'last-minute ransom note' in which Green hoped the government would conclude that Carillion was too big to fail; in his response to their report, published in July 2018, Green said he disagreed with many of its conclusions but would not comment while the investigations by the Insolvency Service, the FCA and the FRC were ongoing. According to the NAO, the chief executive of the civil service, the Chancellor of the Exchequer and the Minister for the Cabinet Office had approved the option of a trading liquidation on 11 January 2018. On 14 January Cabinet Office officials refused support, the lenders then said they too would not offer further support, and Carillion placed itself in compulsory liquidation on 15 January. By then the Cabinet Office was broadly satisfied with central government's readiness, and it found almost no examples of disruption to services; the committees concluded that the government was correct not to bail out Carillion. ^{1 2 3 4}

analysisThe same letter set out the board's position and the advice it had received. Green stated that the board kept under review, with advice from Slaughter and May and Lazard, whether it was appropriate to continue trading; that if support from any source were withdrawn the board might well conclude there was no longer a reasonable prospect of avoiding insolvent liquidation; and that it would then look to place Carillion plc and key operating subsidiaries into an insolvency process. He wrote that the strong advice of senior insolvency practitioners at EY was that no contingency plan fit for purpose existed or could have been created in the time available, and that Carillion had provided information to the government's advisers to help them, in collaboration with EY, develop a contingency plan for an insolvency. This is the chairman's account of that advice. The Cabinet Office told the NAO that it had more difficulty persuading Carillion to do its own contingency planning and had asked it from October onwards to plan to protect the delivery of services, while the NAO recorded that Carillion provided data to support the government's contingency planning, and that the Cabinet Office had coordinated 65 contingency plans from 26 public bodies and was broadly satisfied with central government's readiness by the time of liquidation, while still seeking improvements in schools and local authorities. Carillion told the High Court that without funding it had been unable to identify any insolvency practitioners willing to act as administrators. It placed itself in compulsory liquidation on 15 January 2018, and the court appointed the Official Receiver to manage a trading liquidation, with PwC employees as special managers. ^{1 4}

analysisThe committees also asked the FCA's chief executive 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 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. ³

analysisThe House of Commons committees' May 2018 report concluded that Green 'appears to have interpreted his role as Chairman as that of cheerleader-in-chief' and that 'as leader of the board he was both responsible and culpable'. These are conclusions of a parliamentary inquiry, not findings of a court or regulator. In evidence Green had accepted, as Chairman, 'full and complete' responsibility for the collapse, but said he did 'not necessarily' accept culpability. His own account, a written response published in the committees' special report of July 2018 alongside the replies of Andrew Dougal and Alison Horner, said that he had a significant number of comments on the report and disagreed with many of its conclusions, but that it would not be appropriate to comment while the investigations by the Insolvency Service (assisted by PwC as special manager), the FCA and the FRC were ongoing, and that he would continue to cooperate fully with them. An online encyclopedia article on Green states that in January 2021 the Insolvency Service said it would seek to ban eight former Carillion directors, including Green, and that the trial due to start on 16 October 2023 was cancelled after the Insolvency Service decided it was not in the public interest to pursue the former chairman and other directors. That is a secondary, non-official source: the retained official records do not name the non-executive directors concerned or state the Insolvency Service's reason. A written parliamentary answer of 24 October 2023 confirms that the disqualification proceedings begun on 12 January 2021 against five non-executive directors of Carillion plc were dropped in October 2023, without naming them; no finding was made against Green. ^{1 2 3 4}