The board of directors of oilfield services provider, Petrofac, recently announced a number of significant governance changes, amid a bribery and corruption investigation by the Serious Fraud Office.
The changes are intended “to ensure Petrofac can retain its focus on its operations and clients, whilst also ensuring the company is able to continue to engage with the SFO’s investigation,” Petrofac stated.
Petrofac said that a committee of the board has been established “to be solely responsible for the company's engagement with the SFO and to oversee the company's response to their investigation. This committee comprises the chairman, independent non-executive directors, and the chief financial officer.”
“Given the scale of the investigation, the committee has decided to engage a senior external specialist to oversee the company's management of and response to the investigation,” Petrofac added. “This person will also review the company's compliance processes.”
Ayman Asfari will continue in his role as chief executive officer. “To ensure full separation of operational duties and the investigation, he will not be involved in any matters connected to the investigation, and will have no role or responsibilities for engaging with or liaising with agents and consultants,” Petrofac stated.
Separately, the board has suspended Marwan Chedid as group chief operating officer until further notice. Conseqentially, he has resigned from the board.
“These actions do not in any way seek to pre-judge the outcome of the SFO’s investigation,” Petrofac stated.
Chairman Rijnhard van Tets said: “These decisions signal the Board’s determination to cooperate fully with the SFO and its investigation, whilst ensuring Petrofac continues to deliver for its clients.”
New investigation details
The SFO confirmed last month that it was investigating Petrofac, its subsidiaries, and their officers, employees, and agents for suspected bribery, corruption, and money laundering. The investigation is related to the SFO’s ongoing investigation into the activities of Unaoil.
In August 2016, Petrofac concluded its independent investigation commissioned by the board into allegations in the media related to Unaoil. In that investigation, the board confirmed that no evidence was found that any director of the company was aware of the alleged misconduct that is the subject of the allegations. The board shared its findings with the SFO.
“The SFO has informed Petrofac that it does not accept those findings,” the company stated. “The matters that were the subject of the board’s investigation will be part of the SFO’s ongoing investigation into Petrofac.”
The SFO has also informed Petrofac that it does not consider the company to have cooperated. In response, Petrofac said is “committed to cooperating with the SFO’s investigation” and has devoted “very significant resources in its current engagement with the SFO.”
Ayman Asfari and Marwan Chedid were arrested, questioned under caution by the SFO, and were released without charge. Since 12 May 2017, Petrofac has provided “large volumes of information in response to very broad requests made under Section 2 of the Criminal Justice Act 1987,” Petrofac stated. “The company notes that the SFO will also have access to other information in the context of its wider investigation.”
Asfari will stand down from the nominations committee, which is responsible for decisions relating to the appointment and removal of senior leadership roles, with immediate effect. Petrofac said it will provide an update on the future composition of committees in due course.