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Carillion plc was a British multinational construction and facilities management services company headquartered in Wolverhampton in the United Kingdom, prior to its liquidation - officially, "the largest ever trading liquidation in the UK" - which began in January 2018.[5][6]

Carillion was created in July 1999, following a demerger from Tarmac. It grew through a series of acquisitions to become the second largest construction company in the United Kingdom,[7] was listed on the London Stock Exchange, and in 2016 had some 43,000 employees (18,257 of them in the United Kingdom). Concerns about Carillion's debt situation were raised in 2015, and after the company experienced financial difficulties in 2017, it went into compulsory liquidation on 15 January 2018, the most drastic procedure in UK insolvency law, with liabilities of almost £7 billion.

In the United Kingdom, the insolvency caused project shutdowns and delays in the UK and o

Carillion plc was a British multinational construction and facilities management services company headquartered in Wolverhampton in the United Kingdom, prior to its liquidation - officially, "the largest ever trading liquidation in the UK" - which began in January 2018.[5][6]

Carillion was created in July 1999, following a demerger from Tarmac. It grew through a series of acquisitions to become the second largest construction company in the United Kingdom,[7] was listed on the London Stock Exchange, and in 2016 had some 43,000 employees (18,257 of them in the United Kingdom). Concerns about Carillion's debt situation were raised in 2015, and after the company experienced financial difficulties in 2017, it went into compulsory liquidation on 15 January 2018, the most drastic procedure in UK insolvency law, with liabilities of almost £7 billion.

In the United Kingdom, the insolvency caused project shutdowns and delays in the UK and overseas (PFI projects in Ireland were suspended, while four of Carillion's Canadian businesses sought legal bankruptcy protection), job losses (over 3,000 redundancies in Carillion alone, plus others among its suppliers), financial losses to joint venture partners and lenders, to Carillion's 30,000 suppliers (some of which were pushed into insolvency), and to 27,000 pensioners, and could cost UK taxpayers up to £180m. It also led to questions and multiple parliamentary inquiries about the conduct of the firm's directors, its auditors (KPMG), the Financial Reporting Council and The Pensions Regulator, and about the UK Government's relationships with major suppliers working on private finance initiative (PFI) schemes and other privatised outsourcing of public services (in October 2018, the UK Government said no new PFI projects would be started). It also prompted legislation proposals to reform industry payment systems, consultations on new government procurement processes to promote good payment practices, and proposed FRC reforms to the treatment of directors' bonuses paid in shares.

The May 2018 report of a Parliamentary inquiry by the Business and the Work and Pensions Select Committees said Carillion's collapse was "a story of recklessness, hubris and greed, its business model was a relentless dash for cash", and accused its directors of misrepresenting the financial realities of the business. The report's recommendations included regulatory reforms and a possible break-up of the Big Four accounting firms. A separate report by the Public Administration and Constitutional Affairs Select Committee, in July 2018, blamed the UK government for outsourcing contracts based on lowest price, saying its use of contractors such as Carillion had caused public services to deteriorate.

Six UK Carillion businesses, including Carillion plc and Carillion Construction Ltd, were liquidated in the first phase.[65] On 19 January, Carillion (AMBS)

Six UK Carillion businesses, including Carillion plc and Carillion Construction Ltd, were liquidated in the first phase.[65] On 19 January, Carillion (AMBS) Limited was placed in provisional liquidation, and on 25 and 26 January 2018 ten UK further companies went into liquidation. Another business went into liquidation on 2 February, followed by ten more on 16 February 2018.[66] Two Carillion businesses in Jersey and Guernsey also went into liquidation, in January and March 2018 respectively.[66] In June 2018, Carillion (Qatar) LLC went into a locally managed liquidation.[67][68] By the end of 2018, 91 Carillion companies had been liquidated.[69]

In April 20

In April 2018, the Official Receiver estimated the total liabilities of the then 27 liquidated UK companies at £6.9 billion, a figure over three times higher than given in the Group's accounts at the end of 2016.[70][71]

On 6 August 2018, the Insolvency Service announced the end of the trading phase of the liquidation, described by the Official Receiver as "the largest ever trading liquidation in the UK". Work on finalising Carillion's trading accounts and payments to suppliers, and investigations into the cause of the company's failure, including the conduct of its directors, continued.[72] In December 2018, it was reported that former Carillion directors Philip Green and Richard Howson had been interviewed by the Insolvency Service.[73] In November 2019, the liquidators said they were reportedly close to clawing back around £510m from asset sales, insurance and debt recoveries.[74]

The liquidation announcement had an immediate impact on 30,000 subcontractors and suppliers, Carillion employees, apprentices and pensioners, plus shareholders, lenders, joint venture partners and customers in the UK, Canada and other countries.

Suppliers

Subcontractors were said to be vulnerable: the Specialist Engineering Contractors Group said Carillion's failure could lead to many smaller firms going under.[75] Up to 30,000 small businesses were reportedly owed money by Carillion,[76] who used 'delay tactics' and withheld payments to suppliers, sometimes for up to 120 days.[77]

Within 24 hours, equipment hire firm Speedy Hire and piling contractor Van Elle were reporting potential losses of £2m and £1.6m respectively;

Within 24 hours, equipment hire firm Speedy Hire and piling contractor Van Elle were reporting potential losses of £2m and £1.6m respectively;[78] Van Elle also reported uncertainty relating to £2.5m worth of future work for Network Rail.[79] A survey of 133 companies by the Building Engineering Services Association and the Electrical Contractors' Association found that 80 of them were collectively owed £30 million by Carillion, an average exposure of £375,000. Average debts owed to micro businesses (fewer than 10 employees) were £98,000; medium-sized businesses (50 to 249 employees) were owed on average £236,000, with the most exposed firm owed almost £1.4 million.[80] Only £31m of the estimated £1bn-plus owed by Carillion was covered by trade credit insurance.[81] In late March 2018, Bury North MP James Frith hosted a meeting in Parliament attended by suppliers affected by Carillion's collapse; companies highlighted unpaid debts of between £250,000 and £2.7m.[82] In August 2018, building services specialist NG Bailey announced a £2.2m exceptional loss for irrecoverable costs arising from a Carillion subcontract at the Midland Metropolitan Hospital.[83]

On 29 January 2018, CCP, a Slough-based dry lining contractor with a 350-strong site-based labour force, called in liquidators due to debts owed by Carillion.[84] Already financially troubled ground engineering business Aspin Group Holdings went into administration in February 2018 as part of pre-pack deal after the group and its subsidiaries were owed around £800,000 by Carillion[85] (bought by private equity firm Sandton Capital Partners, Aspin subsequently went into administration, with the loss of 200 jobs, in July 2019).[86] On 23 March 2018, 160-strong mechanical and electrical subcontractor Vaughan Engineering warned it faced administration after losing £650,000 on two Carillion projects;[87] KPMG were subsequently appointed as administrators, making 83 employees in Broxburn, 43 in Newcastle and 28 in Warrington redundant.[88] Vaughan collapsed owing £9.2m to its suppliers,[89] though one supplier, Bmech, later claimed that Vaughan used Carillion's collapse as a 'smokescreen' for its own poor payment record.[90] Four companies in Lagan Construction Group went into administration owing £21m in early March 2018 partly as a result of Carillion's insolvency; tightened credit terms and requests for upfront payments had affected cashflow.[91] Similarly, 55-strong Chippenham-based flooring contractor Polydeck blamed Carillion "tailwinds" after it went into administration on 25 May 2018.[92] Cheshire-based civil engineering contractor D G Cummins lost £1.8m owed by Carillion for work undertaken on the M6 motorway widening contract junctions 16–19, and, facing a £600,000 tax demand, had to file a notice of intent to enter administration, endangering 50 jobs.[93]

In October 2018, a report from accountant Moore Stephens said Carillion's liquidation had triggered a 20% spike in the number of UK building firms becoming insolvent: 780 companies fell into insolvency in the first quarter of 2018, up a fifth on the same period in 2017, with small to medium-sized companies and specialist subcontractors particularly hard hit, having to write off virtually everything owed to them by Carillion.[94] Total construction insolvencies in 2018 were up 13% to 2,954 companies, according to law firm Nockolds, who said fallout from Carillion's collapse had contributed to a spike in businesses folding.[95]

Law firm RPC made a "a small number of redundancies" in its construction and projects team as a result of Carillion's collapse.[96]

The impacts of Carillion's collapse extended over a year: in January 2019, construction equipment hirer Hawk Plant went into administration after losing around £800,000 from the collapse of Carillion and a problem contract in Sierra Leone;[97] also in January 2019, piling contractor Van Elle reported pretax profits down 54% to £2.4m as turnover fell 18% to £42.9m in the six months to 31 October 2018 - with its CEO blaming Carillion's collapse for the profit slump.[98] In September 2019, Antrim-based electrical subcontractor Blackbourne ceased trading, making 86 staff redundant, partly due to Carillion debts incurred on the Royal Liverpool University Hospital project.[99]

At the time of liquidation Carillion employed 18,257 people in the UK.[100][101] Liquidator PwC began staff consultations over planned redundancies and transfers to new employers.[102] On 2 February 2018, the Official Receiver announced an initial 377 redundancies;[103] a further 994 redundancies were announced during February,[104][105][106][107][108] 337 in March,[109][110][111][112] 554 in April,[113][114][115][116][117] 75 in May,[118][119][120][121] 43 in June,[122][123][124][125] 399 in July,[126][127][128][129][130] and 9 in August,[72] bringing the redundancy total by this date to 2,787 - 15% of the pre-liquidation workforce.[72] In parallel, 13,945 jobs had been safeguarded through transfers (76% of the pre-liquidation workforce), while 1,274 employees left the business through finding new work, retirement or for other reasons;[72] a year after the liquidation, the total number of redundancies was reported as 3,038.[100] Around £50m in redundancy payments had been paid up to September 2018, with the final bill likely to reach £65m.[131]

After staff made redundant claimed PwC did not provide information necessary for them to claim redundancy pay and statutory notice pay, causing financial hardship and threatening mortgages,[132

After staff made redundant claimed PwC did not provide information necessary for them to claim redundancy pay and statutory notice pay, causing financial hardship and threatening mortgages,[132] the Official Receiver established a specialist team and said former staff should receive the necessary information within seven days of being made redundant or transferring to a new employer.[133] In July 2018, Unite the Union launched legal action on behalf of 27 members made redundant at GCHQ in Cheltenham claiming proper consultation had not taken place.[134] Unite later (January 2019) reported that worker redundancy payment negotiations had been made "unduly complicated" because of Carillion's complex corporate structure, and said the total amount of redundancy pay awarded to ex-Carillion workers was expected to rise to £65m.[135]

A week after the liquidation, PwC agreed with Network Rail that Carillion Construction employees to its projects would have their wages guaranteed through to at least mid April 2018, while Carillion suppliers on Network Rail projects would also be paid.[136][137] 150 Carillion workers employed on smart motorway joint ventures with Kier were set to become Kier employees; 51 Carillion employees working on seven HS2 civil engineering packages awarded to the CEK joint venture were offered the opportunity to join Kier/Eiffage.[138][139][140] Nationwide Building Society took on around 250 former Carillion employees engaged in facilities management work at its offices and branches.[141] Around 1,000 Carillion staff engaged on prison facilities management work for the Ministry of Justice were transferred to a new government-owned company,[142] 22 workers from Carillion's power network business joined J Murphy & Sons,[143] around 60 staff at Carillion's Newcastle-based legal services arm joined Clifford Chance,[144] and 700 employees engaged on Network Rail projects transferred to Amey Rail;[145] Amey paid the Official Receiver £2.1m for Carillion's rail contracts.[146] French engineering group Egis took on Carillion's M40 upkeep motorway contract, safeguarding the jobs of around 95 Carillion workers.[147] Carillion Welding was acquired by Rail Safety Solutions Ltd, saving 63 jobs.[148]

However, the transfer of some overseas-born staff to new employers was hampered by strict application of immigration rules that required the workers to apply for permission to remain in the UK. MPs on the Home Affairs Select Committee, citing the case of Nigerian-born Hamza Idris, called on the Home Office to display flexibility and compassion, concerned that "scores" more workers might also be affected.[149]

In early February 2018, private equity groups Greybull Capital, Brookfield and Endless LLP were said to be interested in acquiring parts of Carillion that might be ringfenced for auction.[150] On 8 February, PwC opened bidding for Carillion's rail division and several of the company's road maintenance and facilities management contracts.[151] Canadian FM firm BGIS, a subsidiary of Brookfield, negotiated to take on 2,500 workers engaged on UK hospital, education, justice, transport and emergency services contracts,[152][153] but the negotiations failed on 8 March 2018.[154]

Out of nearly 1200 apprentices affected by Carillion's liquidation, around a third - 419 - were still without work in early April 2018; only two had been offered a training contract with a government department or agency.[155] In June 2018, 776 out of 1148 had been re-employed or moved into full-time education, 225 were seeking future work and 147 had become disengaged.[156] Construction apprentices made up 341 of the 356 people made redundant in the week reported on 30 July;[130][157] Unite the Union said these redundancies reduced UK construction apprenticeship numbers by 1.6%, while the government said the CITB had found new paid employment for 777 former Carillion apprentices.[158] On 31 July 2018, The Guardian highlighted the matter: Unite assistant general secretary Gail Cartmail said: "This is an appalling way to treat these apprentices who should have become the backbone of the industry. To dump them and to destroy their training is an act of crass stupidity."[159]

In April 2018, Carillion's Wolverhampton headquarters was put up for sale for £3m.[160] The building was not owned by Carillion; it had leased it for around £440,000 per annum after it had been bought by an unnamed private investor for £6.165m in January 2016. In July 2018, it was reported that the building had been sold (for an undisclosed sum).[161] At this date, some 140 Carillion staff were still based at the building, working for PwC; over 320 staff had either left or been made redundant.[161] Carillion-owned assets set for auction in July 2018 include 12 car parking spaces at Wolverhampton's Molineux Stadium, and development land in Rowley Regis and Loughborough.[162]

According to the National Audit Office, £2.6bn in pension liabilities have to be covered by the Pension Protection Fund.[101] Carillion operated 13 UK defined benefit pension schemes with 27,000 members. Following the liquidation, 12 of these schemes entered a Pension Protection Fund assessment period.[163]

Clients and projects

Main contractors Balfour Beatty (partner on three highway projects) and Galliford Try (partner on one highway project) were now jointly liable for additional cash contributions: the cash contributions for one of those projects, the Aberdeen Western Peripheral Route, totalled between £60m and £80m; Balfour Beatty estimated a cost across the three schemes of between £35m and £45m,Main contractors Balfour Beatty (partner on three highway projects) and Galliford Try (partner on one highway project) were now jointly liable for additional cash contributions: the cash contributions for one of those projects, the Aberdeen Western Peripheral Route, totalled between £60m and £80m; Balfour Beatty estimated a cost across the three schemes of between £35m and £45m,[191] while Galliford Try sought to raise £150m and cut its dividend to support its balance sheet claiming Carillion's collapse had "increased the group's total cash commitments on the project by in excess of £150m"[192] (on 27 March 2018, the company confirmed it had successfully raised £158m in a rights issue).[193] In August 2018, Balfour Beatty said its liabilities on the Aberdeen project had risen by a further £23m and were forecast to reach £135m.[194]

Rail electrification JV partner Powerlines bought Carillion's 50% stake, safeguarding 300 jobs,[195] and Aspire Defence partner KBR acquired Carillion's interests in

Rail electrification JV partner Powerlines bought Carillion's 50% stake, safeguarding 300 jobs,[195] and Aspire Defence partner KBR acquired Carillion's interests in relation to the Project Allenby Connaught PFI deal.[196] Joint venture partner Abellio withdrew from a bid for a Welsh rail franchise as a result of Carillion's collapse.[197]

In August 2018 Amey completed the acquisition of Ministry of Defence (MoD) housing maintenance contracts previously ran in joint venture with Carillion.[198]

In September 2018, Emaar and Al-Futtaim Group acquired Carillion's stake in Dubai's Emrill, a facilities management company founded in 2002.[199]

In October 2018, Arlington Real Estate completed the acquisition of Carillion's 50% interest in the Durham Gate mixed-use regeneration projects south of Durham.[200]

Five UK banks incurred heavy losses on loans to Carillion. Royal Bank of Scotland (RBS), HSBC, Santander, Lloyds and Barclays had provided £140m of emergency loans in September 2017 and were also lenders on a £790m revolving credit facility.[201] On 22 February 2018, Barclays revealed Carillion's collapse had cost it £127m.[202] On 24 April 2018, Santander revealed a £60m impairment charge attributed mainly to Carillion but also said to include Interserve.[203]

The knock-on impact of Carillion's liquidation also affected bank loans to supplier companies forced into administration: for example, Vaughan collapsed owing £2.9m to Danske Bank.The knock-on impact of Carillion's liquidation also affected bank loans to supplier companies forced into administration: for example, Vaughan collapsed owing £2.9m to Danske Bank.[89]

Outside the UK, the completion and handover of six schools being constructed under PFI arrangements in Ireland was also suspended following Carillion's liquidation,[204] with Irish suppliers fearing non-payment of Carillion debts[205] (on 6 April 2018, 216-strong Co Kildare-based Sammon Contracting Group sought bankruptcy protection after becoming insolvent due to €8m debts on the schools projects,[206][207][208] before going into liquidation in early June;[209] numerous other Irish subcontractors were also owed sums - on one school, figures ranged from €16,000 to over €200,000).[210] Work was not expected to resume until May 2018.[211] In March 2018, it was announced that the schools building and facilities contracts had been re-tendered, with the schools expected to open in September 2018,[212] but concerns about whether this completion date would be met continued in late April.[210][213] In June 2018, the six former Carillion schools contracts were reported to have been taken over by Omagh, County Tyrone-based contractor Woodvale Construction, with three schools to open in September 2018 and three in December 2018.[214] However, work on some sites was disrupted by unpaid Carillion subcontractors who, on 18 July, became subject to a temporary High Court injunction preventing them from blockading sites.[215]

Four of Carillion's Canadian businesses sought protection from creditors under the Companies’ Creditors Arrangement Act by an Ontario court so that the businesses, employing 6,000 people and including maintenance contracts in hospitals and roadways plus Ontario court so that the businesses, employing 6,000 people and including maintenance contracts in hospitals and roadways plus public–private partnership construction of hospitals, could continue.[216][217] On 5 February 2018 Fairfax Financial announced it had taken over several Carillion Canada facilities management contracts, with over 4,500 Carillion Canada employees joining Fairfax;[218] the deal excluded highway maintenance contracts in Ontario and Alberta.[219] On 15 February 2018, it was reported that the Ontario highways maintenance business could run out of money in days and might need to be bailed out by province authorities,[220] though this was denied by the Ministry of Transportation of Ontario.[221] On 23 February, Carillion Canada's bankruptcy protection was extended to 25 May 2018.[222] On 1 March 2018 Carillion's joint venture partner EllisDon acquired its interests in four Ontario hospital projects, becoming the sole service provider at Royal Ottawa Hospital, Oakville-Trafalgar Memorial Hospital, Brampton Civic Hospital and Sault Area Hospital.[223] The Alberta government made $8.9m available to help Carillion Canada continue its highway maintenance operations for the remainder of the winter season.[224] An additional $3.1m was made available in May to allow the company to continue to the end of June.[225] On 30 July 2018, it was announced that Carillion Canada's highway operations in Alberta and Ontario had been sold to Emcon Services Inc.[226]

There were immediate calls for a public inquiry from politicians and financial analysts in the United Kingdom.[227] On 16 January 2018, the UK government ordered a fast track investigation into the directors at the construction firm to look into possible misconduct.[228][229]

The company's liquidation raised political questions about the award of UK Government contracts to a financially troubled business, and about Private Finance Initiative projects and wider privatis

The company's liquidation raised political questions about the award of UK Government contracts to a financially troubled business, and about Private Finance Initiative projects and wider privatisation of public services. At Prime Minister's Questions on 17 January 2018, Labour leader Jeremy Corbyn challenged Prime Minister Theresa May over Carillion, asking why over £2bn of contracts had been awarded to Carillion even after the company had issued three profit warnings.[230]

Transport Secretary Chris Grayling faced calls to resign, having awarded a major HS2 rail contract to Carillion in July 2017.[231]

Particular concerns were raised about the National Health Service where 14 hospital trusts had relied on Carillion services and where construction of two major hospital PFI projects – the new Royal Liverpool University Hospital and the Midland Metropolitan Hospital in Birmingham – faced shutdowns and further delays;[232] in March 2018 it was reported that costs on these two projects were over £70m higher than the company was officially reporting.[233] The British Medical Association and Labour Shadow Health Secretary Jon Ashworth were among those who called for urgent action following Carillion's collapse.[234]

The UK Government established a Carillion task force, including representatives from business, construction trade associations, trade unions, lenders and government, chaired by Business Secretary Greg Clark. On 18 January 2018, Clark welcomed the creation of a £225 million fund established by HSBC, Royal Bank of Scotland and Lloyds Bank to support suppliers, particularly SMEs, affected by Carillion's insolvency;[235] a further £100m of lending was offered by the state-owned British Business Bank.[236] Around 30,000 suppliers were reported to be owed approximately £1 billion.[237] MP James Frith tabled an early day motion calling on the government to honour all outstanding payments on public contracts for work completed and to enforce public sector 30-day payment regulations.[82]

MPs began an investigation into Carillion's pension deficit, amid suggestions that The Pensions Regulator and the firm's pension trustees failed to act after the 2017 profit warnings, putting pensions at risk. Carillion operated 13 UK pension schemes, with around 27,000 members,[163] of whom over 12,000 already received pensions. Despite initial estimates of a £587m deficit, reports suggested the true figure could be between £800m and £2.6bn;[238] on 29 January 2018, Frank Field, chair of the Work and Pensions Select Committee accused Carillion of trying to "wriggle out" of pension payments, resulting in a £990m deficit.[239] Pensions advisers were said to have repeatedly warned that Carillion was prioritising shareholder dividends over the funding of its pension scheme.[240]

Carillion directors, trustees of the company's pension scheme, and the Financial Reporting Council were summoned to appear before the House of Commons Business and Work and Pensions Select Committees on 30 January and 6 February

Carillion directors, trustees of the company's pension scheme, and the Financial Reporting Council were summoned to appear before the House of Commons Business and Work and Pensions Select Committees on 30 January and 6 February.[241] Directors were also summoned before the Public Accounts Committee on 27 February 2018.[242]

The Business and Work and Pensions Select Committees also wrote to the 'Big 4' firms, KPMG, EY, PwC and Deloitte, asking for detailed accounts of services offered to Carillion, its subsidiaries and pension scheme since 2008, and what fees were received.[243] At 30 January hearing, Frank Field asked the FRC's head Stephen Hadrill whether the 'Big 4' should be broken up in the wake of Carillion's collapse.[244] On 13 February, the 'Big 4' were described by Field as "feasting on what was soon to become a carcass" after collecting fees of £72m for Carillion work during the years leading up to its collapse.[245] It later emerged that Carillion paid £6.4m to 12 firms of advisers the day before pleading for an emergency £10m loan from the UK Government; £2.5m was paid to Ernst and Young, with other large payments to Slaughter and May (£1.2m), FTI Consulting (£1m) and Lazard and Co (£0.5m).[246]

In 6 February hearings, Carillion directors blamed the company's collapse on problem contracts (including two hospital PFI projects – in Liverpool and Birmingham – with cost overruns), high levels of debt arising from the 2011 acquisition of Eaga,[247] plus Brexit, the 2017 General Election and interest rates.[248] The company also claimed it was owed £200m in relation to the Msheireb Downtown Doha project in Qatar[249] – former CEO Richard Howson said he felt like "a bailiff" in chasing the debt.[250] (Carillion's claim was subsequently disputed by Msheireb Properties,[251] with the Qataris prepared to testify to the select committees,[252] providing written evidence to them, and said to be considering a £200m claim against Carillion.)[253] MPs on the two select committees also discussed documents showing that Carillion investor Standard Life had expressed concerns over the company's financial management, strategy and corporate governance in 2015.[247][254] After the session, committee chairs Frank Field and Rachel Reeves said:

This morning a series of delusional characters maintained that everything was hunky dory until it all went suddenly and unforeseeably wrong. We heard variously that this was the fault of the Bank of England, the foreign exchange markets, advisers, Brexit, the snap election, investors, suppliers, the construction industry, the business culture of the Middle East and professional designers of concrete beams. Everything we have seen points the fingers in another direction – to the people who built a giant company on sand in a desperate dash for cash.[248]

After considering the directors' evidence, MPs on the select committees sought further information, p

After considering the directors' evidence, MPs on the select committees sought further information, particularly where they felt testimony had been "contradictory" or evasive. Other organisations including Msheireb, lawyer Slaughter and May, bankers Lazard and Morgan Stanley, and the clients of three UK PFI projects, were also contacted about their involvement in Carillion's collapse.[255][256] Published correspondence between shareholders (including Kiltearn, Standard Life and Letko Brosseau) – described as "fleeing for the hills" – and Carillion showed repeated efforts to raise issues with directors[257] with the interim CEO Keith Cochrane said to have only a vague grasp of finances.[258]

Further cor

Further correspondence showed "contemptuous" Carillion directors had repeatedly refused to fund growing deficits in the company's 13 pension schemes,[259] while pension fund trustees had unsuccessfully sought intervention from The Pensions Regulator in 2010 and 2013.[260] Despite these requests, the regulator only opened the process after Carillion entered liquidation.[261] On 22 February 2018, the Pensions Regulator told a joint select committees hearing that it was considering pursuing individuals connected with Carillion to recover cash for its indebted pension schemes,[262] but was criticised for not forcing Carillion to pay sufficient money into its retirement schemes.[263]

On 22 February 2018, MPs also contested evidence from internal auditor Deloitte and external auditor KPMG (in one exchange MP Peter Kyle told KPMG partner Peter Meehan: "I would not hire you to do an audit of the contents of my fridge").[264] Rachel Reeves, chair of the business select committee, said:

Auditing is a multi-million-pound business for the Big Four. On this morning's evidence from KPMG and Deloitte, these audits appear to be a colossal waste of time and money, fit only to provide false assurance to investors, workers and the public. [...] Carillion staff and investors could see the problems at the company but those responsible – auditors, regulators, and, ultimately, the directors – did nothing to stop Carillion being driven off a cliff.[265]

Carillion directors' testimony was further questioned when, on 21 February 2018, a whistle-blowing former Carillion executive told The Guardian the company had been in serious financial difficulty in mid-2016 but directors had been "placating the City."[266] Zafar Khan's successor as finance director, Emma Mercer, was also reported to have voiced concerns about accounting irregularities in April 2017 and at a board meeting on 9 May 2017 which received legal advice from Slaughter and May.[267][268]

After furth

After further documentation and correspondence was published by the select committees, Carillion directors bosses were described by MPs as "fantasists" chasing "a pot of gold",[269] with chairman Philip Green described by Rachel Reeves as having "either a woeful lack of leadership or no grip on reality."[270] The board rejected an October 2017 break-up plan from EY that proposed selling off profitable parts of Carillion and then entering liquidation, a strategy that could have raised £364m, with the pension schemes getting £218m; the board believed they could successfully restructure the group.[271] A 2017 report to Carillion's banks from FTI Consulting said the firm hid mounting problems with "aggressive accounting and working capital management."[272]

Interviewed by the joint Business and Work and Pensions Committee on 7 March 2018, key Carillion investors Aberdeen Standard Investments, Kiltearn and Blackrock said the board focused more on their own pay than the company's performance, and questioned KPMG's auditing of the 2016 accounts.[273] The protection of directors' pay extended to the creation of a secret bank account for former CEO Richard Howson's share-related bonuses.[274]

PricewaterhouseCoopers told the Work and Pensions Select Committee on 21 March 2018 that its services over the first eight weeks of the liquidation had cost £20.4m;[275] this followed MPs' accusations that PwC had been attempting "to milk the Carillion cow dry".[276] In February 2019, it was reported that PwC received £44.2m for one year's work on Carillion's insolvency; the firm had 38 people working on the insolvency, down from 155 in 2018.[277] In November 2019, PwC said it had received nearly £53m in fees associated with the liquidation, and had 15 insolvency specialists working on the case.[74]

Two days before 16 May 2018 publication of the parliamentary inquiry report, Frank Field said Carillion had "displayed utter contempt for its suppliers", using them to "prop up a failing business model" and conceal true levels of debt.[278] The report was also expected to recommend that the Insolvency Service should consider disqualifying some former Carillion directors from future boardroom positions,[279] and that The Pension Regulator be scrapped and replaced by a new, more powerful body.[280]

The collapse of Carillion and related implications were investigated by multiple Parliamentary select committees.

Described as "excoriating" and "damning",[281] the final report of the Parliamentary inquiry by the Business and the Work and Pensions Select Committees into the collapse of Carillion was published on 16 May 2018. Its opening paragraph summa

Described as "excoriating" and "damning",[281] the final report of the Parliamentary inquiry by the Business and the Work and Pensions Select Committees into the collapse of Carillion was published on 16 May 2018. Its opening paragraph summarised the committees' views:

Carillion’s rise and spectacular fall was a story of recklessness, hubris and greed. Its business model was a relentless dash for cash, driven by acquisitions, rising debt, expansion into new markets and exploitation of suppliers. It presented accounts that misrepresented the reality of the business, and increased its dividend every year, come what may. Long term obligations, such as adequately funding its pension schemes, were treated with contempt. Even as the company very publicly began to unravel, the board was concerned with increasing and protecting generous executive bonuses. Carillion was unsustainable. The mystery is not that it collapsed, but that it lasted so long.[282]

The report said Carillion's collapse had significant consequences, citing: over 2,000 job losses; a pension liability of around £2.6 billion reducing payments to 27,000 pension scheme members; debts owed to 30,000 suppliers, sub-contractors and other creditors; and £150m in UK Government expenditure to keep essential public services running.[282] Former directors Philip Green, Richard Adam and Richard Howson were singled out for particular criticism. The select committee chairs (Frank Field and Rachel Reeves) called for a complete overhaul of Britain's corporate governance regime, saying the government had "lacked the decisiveness or bravery" to do so, and accused the big four accounting firms of operating as a "cosy club", with KPMG singled out for its "complicity" in signing off Carillion's "increasingly fantastical figures" and internal auditor Deloitte accused of failing to identify, or ignoring, "terminal failings". The report recommended the Government refer the statutory audit market to the Competition and Markets Authority, urging consideration of breaking up the Big Four, while two regulators, the Financial Reporting Council and The Pensions Regulator, were branded as "chronically passive".[281]

In light of

In light of the MPs' criticism, The Pensions Regulator's CEO Lesley Titcomb announced she would step down at the end of her four-year term in February 2019.[283] On 25 June 2018, TPR announced it was considering issuing a contribution notice – a legally enforceable demand for a financial contribution to the pension deficit – against former Carillion directors.[284][285]

The select committee chairs wrote to former Carillion directors, to financial, auditing and pensions regulators, to industry bodies including the Insolvency Service and the CBI, and to Carillion's auditors seeking their responses to the report.[286] The responses were published on 12 July 2018.[287]

The parliamentary inquiry was criticised for lacking objectivity and thoroughness, treating a highly complex situation in an incomplete manner. In published letters to the committees, ex-Carillion CEO Howson contended that Carillion was a victim of its public sector clients and that "any analysis as to the causes of the failure of Carillion is not complete without looking at the way in which government and the wider public sector procured services from Carillion and failed to administer payments."[288]

The committees chairs were critical of Carillion's directors continued denials that they were to blame, and concerned at the lack of "meaningful competition" in the audit market; Rachel Reeves, chair of the Business, Energy and Industrial Strategy Committee ("BEIS committee"), said: "The CMA needs to closely examine the audit market and as a Committee we will be keen to see what remedies are proposed to fix the broken audit market."[289] In September 2018, Business Secretary Greg Clark announced he had asked the CMA to conduct an inquiry into competition in the audit sector,[290] which was launched in October[291] and reported in December 2018. The CMA demanded "robust reform" and recommended: a split between audit and advisory businesses; more accountability for those appointing auditors, to strengthen their independence; and "joint audits" undertaken by a Big Four and a non-Big Four firm working together.[292] Simultaneously, a review of the FRC, led by Sir John Kingman, recommended its replacement by a new Audit, Reporting and Governance Authority.[293] In March 2019, the BEIS committee reiterated its view that the Big Four accountants should be broken up.[294]

The Public Accounts Committee published a report on Government risk assessments relating to Carillion on 23 May 2018.[295] It criticised the government for not identifying that Carillion was financially struggling long before its January 2018 collapse, saying its "traffic light" system of warnings (rating suppliers as green, amber, red, plus black for 'High Risk' status) was "too slow and clunky". Carillion had been downgraded to red following its July 2017 profit warning; when officials recommended a provisional black rating in November 2017, Carillion bosses persuaded them not to.[296] Like the Business and the Work and Pensions Select Committees, the PAC called for a Cabinet Office review of the roles of crown representatives after they failed to spot Carillion's perilous state.[297] In September 2018, after receiving a "complacent" Cabinet Office response to the Business and the Work and Pensions Select Committees recommendations regarding crown representatives, Frank Field said: "The picture the Cabinet Secretary paints of our Crown Representatives is more Johnny English than James Bond, instilling little confidence in their ability or capacity to defend the public interest in the multi-billion pound world of Government outsourcing."[298]

The Public Administration and Constitutional Affairs Select Committee said there were fundamental flaws in how the government awarded contracts because of "an aggressive approach to risk transfer." In a report published on 9 July 2018,[299] the committee said ministers tried to spend as little money as possible; it often did not fully understand the risks it was transferring to private companies, and failed to appreciate differences in quality provided by rival bidders because procurement decisions were driven by price. As a result, it said public services had deteriorated.[300] Responding to the PCAC report, the UK government admitted "Carillion’s liquidation has exposed issues that have at times informed a breakdown of trust between government, suppliers and the public."[301] The Cabinet Office, in its PCAC response, said it would require suppliers to reveal more information about their financial health; Whitehall would monitor up to five key performance indicators (KPIs) of major contracts with external suppliers.[302]

In June 2018, the National Audit Office published its investigation into the collapse of Carillion, criticising the government for not spotting financial problems at a key supplier sooner.[101] The report also highlighted that accountants and lawyers managing the liquidation were set to earn £70m in fees, with special manager PwC set to receive £50m.[131] It was forecast that the collapse would cost the UK taxpayer £148m,[303] though later estimates put the cost at over £150m,[304] potentially £180m.[305]

The chairs of the Parliamentary select committees enquiry, Frank Field and Rachel Reeves responded to the NAO report. Field said Carillion had "hoodwinked" the government and viewed PwC's involvement in managing the liquidation as a potential conflict of interest. Reeves said: "The dice are loaded in the Big Four's favour. They make a killing in fees advising struggling companies

The chairs of the Parliamentary select committees enquiry, Frank Field and Rachel Reeves responded to the NAO report. Field said Carillion had "hoodwinked" the government and viewed PwC's involvement in managing the liquidation as a potential conflict of interest. Reeves said: "The dice are loaded in the Big Four's favour. They make a killing in fees advising struggling companies how to turn them round and then they pocket millions tidying up when that advice fails."[306] In August 2018, it was reported that PwC billed for £20.4m in fees during the first eight weeks of the insolvency, charging an average of £356 an hour,[307] with the Official Receiver, David Chapman, alone billing almost £300,000.[308]

In August 2018, former Auditor-General Sir John Bourn told a Channel 4 Dispatches programme that Carillion was "like a Ponzi scheme" while Government scrutiny was "inadequate".[309]

In October 2018, the Guardian reported a National Audit Office finding that in 2015 civil servants working for Health Secretary Jeremy Hunt had lobbied the Cabinet Office to stop failing Carillion hospital projects, including the Midland Metropolitan and Royal Liverpool University hospitals, from being overseen by the Major Projects Authority, an independent watchdog.[310]

On 29 January 2018, it was reported that Carillion's auditor KPMG would have its role examined by the Financial Reporting Council (FRC).[311] In March 2018, the FRC's conduct committee announced an additional investigation into the conduct of former Carillion finance directors Richard Adam and Zafar Khan (both members of the ICAEW), focusing on the preparation and approval of Carillion's financial reports for 2014, 2015 and 2016, and the six months to 30 June 2017, as well as provision of other financial information from 2014 to 2017.[312][313] Initial interviews had been undertaken by May 2018, with more to follow; tens of thousands of documents were to be reviewed as part of the FRC's investigation looking at 'contract accounting', 'reverse factoring', 'pensions', and 'good and going concern'.[314] The FRC investigation was later extended to review earlier Carillion reporting in 2013.[315] In November 2019, the FRC gave an update on the progress of four investigations (two concerning auditing, two relating to possible director misconduct). A decision on enforcement action on auditing matters would be made before the end of 2019, it said, while a decision on directors' conduct would be taken by March 2020.[74] In January 2020, the FRC said the scale and complexity of the investigations meant publication of its first report would be delayed to summer 2020.[316] The FRC's first report, which found a number of breaches, was delivered to KPMG in September 2020; the FRC was awaiting a KPMG response before deciding whether to take enforcement action.[317]

Business secretary Greg Clark told the work and pensions committee on 21 March 2018 that he planned an independent inquiry into the operations of the FRC following Carillion's collapse.[275] In November 2018, it was annou

Business secretary Greg Clark told the work and pensions committee on 21 March 2018 that he planned an independent inquiry into the operations of the FRC following Carillion's collapse.[275] In November 2018, it was announced that Stephen Haddrill, CEO of the FRC, was to quit, and suggestions that his departure might lead to the body's abolition.[318] In March 2019, the government announced that the FRC would be replaced by a new regulator, the Audit, Reporting and Governance Authority, with enhanced powers, in an effort to "change the culture" of the accounting sector.[319]

In June 2018, it was reported that KPMG and Carillion bosses had maintained a £329m valuation of goodwill relating to the former Eaga business (later Carillion Energy Services), despite huge losses. Ignoring the impairment meant they could continue to pay dividends and directors' bonuses, including £1.8m each paid to Richard Howson and Richard Adam.[320]

In a June 2018 report on audit standards across eight accounting firms, the FRC identified "failure to challenge management and show appropriate scepticism across their audits." It highlighted a decline in the quality of work undertaken by the Big Four, with KPMG performing the worst. There had, the FRC said, been an "unacceptable deterioration" in the quality of KPMG's work, and the FRC would scrutinise KPMG more closely as a result.[321] Itself under pressure to improve, in October 2018, the FRC proposed reforms, including banning audit firms from earning consultancy fees at businesses they audit, to tackle the "underlying falling trust in business and the effectiveness of audit," and severely rebuked KPMG.[322]

In January 2019, KPMG announced it had suspended the partner that led Carillion's audit and three members of his team,[323] and the FRC opened a second investigation into how KPMG audited Carillion's accounts.[324] In May 2020, the FT reported that the Official Receiver was preparing to sue KPMG for £250m over alleged negligence in its audits of Carillion.[325]