SHELL, we were told by
the Financial Services Authority last summer, was guilty of
“unprecedented misconduct”. For five years, from 1998 to 2003,
the company had repeatedly misled shareholders over its oil and
gas reserves. It was so culpable that the regulator felt it had
no choice but to fine it a then-record Ł17 million.
Yet we are now
asked to believe that no one running the company at the time was
actually to blame. The FSA yesterday dropped its
investigation into and proceedings against the former chairman,
Sir Philip Watts, and other unnamed individuals. After an
18-month inquiry the regulator’s enforcement arm had assembled a
case against the individuals. But its Regulatory Decisions
Committee, which makes the final judgment, was unconvinced. Or
was it simply unwilling? For years the FSA has banged the drum
about how it would hold senior figures to account when companies
broke the rules. Yet time and again, the FSA finds companies
guilty of serious offences while failing to secure individual
scalps. The Citigroup bond trading scandal ended with all the
traders who had been involved reinstated and no senior figure so
much as formally reprimanded by the authorities.
The AIT market abuse case, which ended with two main board
directors being jailed for deceiving shareholders, was a rare
exception. Too often those ultimately responsible escape
justice.
In the Shell case,
the FSA had plenty of evidence of a conspiracy at the highest
level against the interests of shareholders. The company’s own
investigation unearthed compelling e-mail evidence, not least
former exploration director Walter van de Vijver’s infamous
complaint that he was “becoming sick and tired about lying about
the extent of our reserves issues”.
Shell’s deceit
went back many years. As early as 1998, when the company was
under the chairmanship of Sir Mark Moody-Stuart, a paper was
produced under the title Creating Value through
Entrepreneurial Management of Hydrocarbon Resource Values.
That may not have been a blueprint for inflating the value of
reserves but it was certainly an ominous title. Sir Mark is now
a pillar of other British boardrooms, chairman of Anglo American
and a director of HSBC.
Yesterday’s
decision looks all the more curious because the FSA spent the
first half of the year fighting Sir Philip in the Financial
Services and Markets Tribunal for the right to pursue him. Why
bother if the case was not looking sound? And it looks downright
embarrassing that the FSA official who fought Sir Philip, former
acting enforcement head David Mayhew, will later this month wave
goodbye to the FSA and walk straight into a highly paid job at
Herbert Smith — the firm advising Sir Philip.