Petroleum Geo-Services (PGS) and the Veneer of Governance (5 May 2016)
An Exposé about Collusion, Corruption and Non-Compliance in the Marine Seismic Sector
Collusion is about lying to protect our oft-fragile egos instead of showing up in integrity.Peter Vadja, Collusion, culture and bad management
There should be no cover-up. I think we will lose control if we do not make this public as soon as possible.Francis Gugen, SBM Offshore Supervisory Board member (and PGS Board Chairman)
When the people in corporate corner offices speak of running their part of the business it is easy to be intimidated into thinking that their decision-making authority is unbounded simply because of their location on the organizational chart. When one is in the business of planning and executing complex geophysical data acquisition and processing projects, corporate governance seems like an aside issue. However, in reality, the higher in the hierarchy the agent is, the more relevant corporate compliance and governance becomes to one’s daily work. Too often boards and executives are not held to task on how effectively they govern and comply. It may be true that return on investment (ROI) is of principal importance to shareholders. But, this is mostly because investors can feel assured that business is being managed with sound governance and conducted in a compliant manner such that financials can be viewed as the prime criteria of performance. Good corporate governance and compliance strengthens confidence in a company to help ensure the greatest possible value creation over time in the best interests of shareholders, employees and other stakeholders. Therefore, ROI is actually more a function of corporate governance and compliance than anything else. According to the Norwegian Code of Practice for Corporate Governance (Code of Practice), the board of directors of companies whose shares are listed on regulated markets must ensure that the company implements sound corporate governance. To this end, the board of directors must, as a legal requirement, also provide a report on the company’s corporate governance that covers every section of the Code of Practice. Failure to comply requires explanation. So, corporate governance is really not just an aside issue, but more so a separate required deliverable of the company to all stakeholders.
At the foundation of corporate governance are a company’s core values and guidelines for social responsibility. Codes of conduct are an aspect of these. Such articulated values and guidelines define how business is to be conducted. Similar to the Code of Practice, companies in the UK must abide by the Companies Act 2006. Together they address issues of human rights, prevention of corruption, employee rights, health and safety and the working environment, and discrimination, as well as environmental issues. These core values frame the ethical guidelines for how employees can communicate and report about matters related to illegal or unethical conduct by the company or its agents that can damage its reputation or financial standing. . This requires an ethical system of engagement beyond balance sheets. Since July 2015, I have been writing and posting to get the attention of Petroleum Geo-Services (PGS) executives and board members. It has become a near full-time activity that indicates that PGS has a dysfunctional corporate governance and compliance system. I know this further because I was an employee of PGS who placed trust that the PGS board and executives had a vested interest in such a system, especially as non-corrupted stakeholders certainly do. But, my plea to PGS executives to adhere to policy, core values, and even concerns of legal breaches resulted in the unprecedented effort to avoid engagement and discussion in preference to corruption and illegality.
- An American, the UK Data Protection Act, Petroleum Geo-Services and the Tyranny of “Accurate Data” (03-Jul-2015)
- When Human Resources is Corrupt – Why it Matters in the Seismic Industry (10-Aug-2015)
- Petroleum Geo-Services CEO Jon Erik Reinhardsen Should Resign (06-Sep-2015)
- Petroleum Geo-Services CEO Jon Erik Reinhardsen Should Resign II – Evidence (20-Sep-2015)
- The SEG Should Expel PGS CEO Jon Erik Reinhardsen (11-Oct-2015)
- Workplace Bullying is an Agency Problem and Often a Crime (1-Feb-2016)
- Petroleum Geo-Services Markets and the Anonymous Executive (9-Feb-2016)
These prose chronicle multiple infractions of corporate governance, as well as provide evidence of serious wrong-doing that should sound alarms whether true or false. Either way, the publications should prompt action and engagement. The articles have been viewed by thousands within and outside the marine geophysical sector. They show-up in first page results to Google™ searches associated with PGS CEO Jon Erik Reinhardsen. Each published article came with the (hopeful) anticipation of contact by a board director’s member or someone from the executive team.
Within Petroleum Geo-Services CEO Jon Erik Reinhardsen Should Resign II – Evidence (20-Sep-2015) an e-mail exchange following an ambush meeting, a common, and likely illegal, tactic of workplace bullies is shared. Following intentional delays and obstruction a grievance which had been scheduled on 11-Sep-2013 was finally presented on 20-Sep-2013. The grievance was based on the issues of the ambush meeting from which minutes were never delivered to me during my employment. There was no interest in addressing issues within the grievance, which brought-up the bullying and harassment, as well as address the defamatory content of the ambush meeting. PGS offered a settlement agreement contract to avoid executives, HR Manager David Nicholson, Marine Contract Africa President, Simon Cather, and my boss, VP Contract Sales, Edward Von Abendorff from being held accountable for the issues brought-up in the grievance. A brief grievance hearing was hosted by SVP HR Terje Bjølseth and EVP Marine Contract Per Arild Reksnes. Their attitude was dismissive and after waiting some time, a settlement agreement contract seemed to be the only viable option. Eventually, terms were reached. The signed settlement agreement contract ended my employment with PGS Exploration (UK) Limited in Weybridge, England effective 31-Dec-2013.
Fraud Act 2006 (England)
A person is guilty of fraud if he is in breach of any of the sections listed
- Fraud by false representation
- Fraud by failing to disclose information
- Fraud by abuse of position
Secrecy, being an instrument of conspiracy, ought never to be the system of a regular government. – Jeremy Bentham
A UK Data Protection Act 1998 (DPA) subject access request (SAR) was made ten months after returning to the US. In addition to receiving the referenced e-mail exchange, discovered within my professional personnel file was the manipulated transcription of the ambush meeting. Other (alleged) false instruments were created (dated) between 20-Jun-2013 and my departure from England and were also in my professional personnel file. Most were signed by Nicholson only. None were signed by my boss, Von Abendorff or me. However, there was a Conclusion to Grievance document signed by Reksnes and Bjølseth which was also not signed by me. There had been no Conclusion to Grievance because of the settlement agreement contract. I was not involved with the settlement negotiations directly. It was handled by a professional solicitor that one has to hire. The negotiations were conducted mostly by telephone. I was kept very busy doing work during the negotiations, except for a week that I took off due to illness. Von Abendorff and Nicholson wanted me to see an Occupational Health Nurse to verify that I was actually ill for that week. However, the OHN corroborated my condition and provided Nicholson with a report. Laura Haswell, HR Officer was involved with negotiations for PGS management. Also, the process was vetted by PGS lawyers Carl Richards and Ben Kelly. (Although PGS used a separate outside firm to represent them.) My detailed grievance document which provided evidence and contradicted many of the claims made during ambush meeting was not part of my personnel record. There was no OHN report. (A copy was received later through a separate SAR to the OHN.) If the dated contents were actually present during negotiations this would point to fraud. Settlement negotiations would have been conducted with false instruments. Otherwise, they were seeded after my departure. My SAR also provided evidence that US based UK citizen Gareth Jones had viewed my personnel file contents. All these issues also point to fraud. And if Jones was an employee of PGS US, then there was a violation of DPA because personal data should not be shared outside EU DPA authorized countries. DPA also requires that subject data held be fair and accurate – not false instruments! The settlement agreement had a mutual non-disparagement clause.
Cather had been at the center of an accusation of workplace bullying. Also, the referenced e-mail exchange shows that he participated in a conspiracy to defraud an employee to protect himself from culpability. Nevertheless, PGS board and management selected to highlight Cather as a bastion against corporate corruption. This is PGS commitment to anti-corruption? This must instill great trust and confidence amongst all stakeholders inside and outside of Africa. PGS needs to remedy the corruption within their Weybridge, England and Lysaker, Norway executive offices first.
As it happens, I also participated in the training that Cather references.
The truth of the matter is that you always know the right thing to do. The hard part is doing it.General H. Norman Schwarzkopf
If you prosecute a CEO or other senior executive and send him or her to jail for committing a crime, the deterrent effect in my view vastly outweighs even the best compliance program you can put in place.Jed S. Rakoff
No amount of Anti-corruption training will be enough to overcome a workplace culture where bullying, harassment, fraud and corruption are so abetted by the board and executives. Such toxic behavior becomes firmly embedded as the corporate culture. Those who abide by the corporate governance policies and ethical principles become the pariah employees upsetting the new rogue cultural norm. The published Core Values and Code of Conduct are a waste of html code, just as the Responsibility Report is as well.
Taunts and assertions attacking PGS as a toxic workplace whose executives are liars, cheaters, and fraudsters are shared through LinkedIn™ posts and photos along with Twitter™ feeds directed to @PGSNews. None of these garner any official rebuke. (Because they are true.) Even similar taunts and assertions on PGS LinkedIn™ space comments section to their marketing posts are not responded to. Many get deleted, even those directed to EVP General Counsel, Compliance and Marketing Rune Olav Pedersen get no remark. Several pleas in the comments requesting Pedersen to investigate allegations go unanswered. However, complaints to LinkedIn™ customer service have my account restricted for a short time. Even attempting to call Pedersen in Norway (from Thailand) gets no response or call back.
I plea to Reinhardsen referencing his letter published on the PGS website Responsibility section. No answer. My requests are mostly directed toward one thing: authenticate the documents within my personnel file. So far, and as far as I know, until eternity, PGS will not be able to do it. No amount of insults seems to get noticed and it is frustrating. And then it happens. Some other former PGS employee who worked in different office location also said PGS executives were corrupt. To which the overseer of PGS LinkedIn™ space comments responded by providing the PGS Compliance Hotline link. Really, that’s all it takes? For months my valid complaints had been ignored and deleted. But, finally there was minimal engagement by a PGS agent. I have now filed a report on the PGS Compliance Hotline. And so there has at least been official acknowledgement that a problem has been raised.
This has been a surreal experience over the past three years to be in the center of such a depraved series of events with a former employer. The fall-out has always been about compliance and the corruption of processes within the PGS workplace. As an employee of PGS I had created and made presentations about core values. I was led to believe, and did believe that they mattered. As a member of the PGS Marine Contract Sales team, core values were included into the proposals to customers as a matter of course. Within my filed grievance core values formed the basis of my position against workplace bullying and harassment that compromised the business contractual relationship. An employer has a Duty of Care to provide a safe and productive environment for completing work. An employer that sponsors a foreign family on special visa owes every recipient of a sponsored visa a Duty of Care. An employer owes his community and company sincerity not to manipulate the visa process by sponsoring through not misleading UK Border Authority. An employer has a contractual obligation of Mutual Trust and Confidence in the business relationship. Lying and abusing position to protect corrupt executives belies this trust. Using a position of authority to defame an employee and not be held accountable to substantiate the libel and slander belies this trust. Withholding information belies trust. Producing false instruments to further damage the reputation of an employee belies trust. And finally, misleading the ICO that PGS held records which are true and accurate, when they are known to be at the very least strongly disputed and allegedly false belies trust. These non-compliant, unethical, and illegal acts are sponsored and accepted by the PGS board and executives. PGS resources are misused to conceal wrong-doing and not rectify non-compliant and unethical behavior. What precipitated the board and executives mutiny from such lofty core values and why is the deception allowed to continue?
Culture and values come from the top. If this were not well known there would be no Code of Practice nor Companies Act for the boards and executives of businesses to comply with. It comes down to what boards and executives allow that defines the business culture. Many executives of companies are board members for others. And so there is a cross-pollination of shared values. The PGS board of director’s chairman, Francis Gugen, also serves on the supervisory board of Dutch company SBM Offshore, for instance. In 2014 SBM Offshore had its reputation damaged through the revelation of a corruption and bribery scandal which had been going on from 1996 to 2012. SBM Offshore had to pay a record $240 million USD settlement. However, investigations at SBM Offshore have been recently reopened with new allegations. The breadth of the SBM Offshore scandal was revealed by a whistleblower. The SBM Offshore supervisory board was aware of the bribes and there was concern voiced by Gugen that any cover-up could blow-up. Gugen, is also chairman of Fraudscreen, a London-based company whose mission, it says, “is to make it more difficult for people to gain financially by lying.” However, perhaps against the wishes of Gugen, the cover-up and containment at SBM Offshore continued. The settlement assured no testimony or charges. Gugen remains in his supervisory board role with SBM Offshore and the whistleblower, of course, is no longer with SBM Offshore. Gugen’s ethical compass in decision-making evidently is not guided by ethics and values so much as the odds of getting caught. And stakeholders must understand this way of thinking has become normal. It’s a Faustian Bargain that board members and executives are allowed to make which is undaunted by scrutiny of adhering to a Code of Practice. This is what happens when corporate power plays by their own rule-book as well as controls the purse-strings. The Code of Practice is how decisions should be made. Culture is how decisions are made. Integrity is what aligns the Code of Practice to culture when there is little oversight or risk of reprisal.
Goodness is about character – integrity, honesty, kindness, generosity, moral courage, and the like. More than anything else, it is about how we treat other people.Dennis Prager
The failure of the system to deal quickly was attributable to Nixon’s lying, stonewalling and refusal to come clean. So it took 26 months for the final truth to be known.Bob Woodward
Corporate hierarchies are sometimes intimidating especially when you are within the hierarchy. But, location within the hierarchy is directly proportional to responsibility to honor commitments in the Code of Practice and Companies Act. When non-compliance and corruption are perpetrated at the EVP level, the responsibility to address and resolve the issue in a compliant way rests above that level. This is why the grievance focused on Von Abendorff, Cather, and Nicholson was directed above to Reknes and Bjølseth (along with SVP Greenway). Fore-mentioned articles have been pointed to Reinhardsen. Reinhardsen is no longer the CEO of my employer. Reinhardsen is the CEO of my former employer. He is the one who had and has the responsibility to oversee his executive team, of whom Reknes is a member along with Bjølseth in the next tier. The issue in question is whether contracts were honored and terminated in a legal and compliant way, along with what were the basis documents used for the settlement agreement contract negotiations with respect to the alleged false instruments that occupy the personnel file now. This has always been a contract dispute at its base. PGS Exploration (UK) Limited did not, in my view, honor their contracts. This is doubly an issue for Reinhardsen as he is a director for PGS Exploration (UK) Ltd. Further, the grievance and settlement contract processes were vetted by secretary of PGS Exploration (UK) Ltd., Richards, a trained lawyer. Richards had assumed the role of secretary only one week before the grievance was presented, but two days after the original scheduled presentation day of the grievance. There are numerous factual discrepancies between the documents held within my professional personnel file and the presented grievance, as well as email records. There are no annotated date corrections or clarifications within the records either. Throughout the records, none of these discrepancies are mentioned or clarified.
Some have said that it is time to move on. Move on? On 15-Apr-2016 PGS Exploration (UK) Ltd. settled patent disputes with EMGS which were initiated in late 2013. On 20-Apr-2016 PGS Exploration (UK) Ltd. appealed a decision that was made in favor of GC Rieber for EUR 9 million in damages for a contract dispute which had been initiated in 2012. PGS Exploration (UK) Ltd. and I parted ways 31-Dec-2013 through a settlement agreement contract with a mutual non-disparagement clause. In November 2014 it was discovered that there were abuse of position, misrepresentations, the withholding of material information, as well as false instruments applied prior to the settlement that impacted agreed terms and conditions substantively. This all requires explanation. Normal processes of discourse simply are not effective when PGS board and management choose not to abide by their own internal governance provisions, policies, and national laws. PGS agents mislead and have also been uncooperative with government organizations, along with myself. This has added layers in resolving the issues in a fair manner. They essentially take away your income and make legal recourse expensive and difficult by supplanting false instruments that cloud what was actually settled in the settlement agreement contract. PGS board and executives misuse their authoritative agency position and company resources to disenfranchise whistle blowers and protect, as well as reward, corrupt executives. These behaviors are not those of a legal corporation, but are more closely aligned to behaviors of criminal syndicates. It is wrong and in breach of the Code of Practice that PGS board and executives sit silent and take no action against the corrupt behavior. Only recently, and perhaps accidently, did a PGS agent engage me directly and demonstrate a modicum of concern for compliant behavior. There are people fighting and dying for their rights everywhere. I have been restricted by LinkedIn™ for only hours in my attempt to engage PGS. There is really no reason to move on. Progress is being made. PGS has finally acknowledged a submitted report. The request is simple enough. I ask that PGS authenticate the documents and records in my personnel file. Since many files are disputed, I have submitted another SAR which would establish any data/emails of delivery or receipt of the disputed documents. Both PGS and ICO are forewarned that the integrity of files previously received are disputed and have been reported to Action Fraud. The requests go hand in hand, in many respects. Since the signer of most of the questionable documents, Nicholson, is now retired, PGS would need some validation mechanism for these records. PGS and I had a business contract relationship. Like GC Reiber, our dispute is not resolved. It will not be resolved until PGS board and executive stop hiding behind a veneer of compliance and start engaging. These are very serious concerns that have been brought to their attention. Only through dialogue and engagement can we move forward.
If we don’t fight for what we ‘stand for’ with our passionate words and honest actions, do we really ‘stand’ for anything?”Tiffany Madison
I know of no higher fortitude than stubbornness in the face of overwhelming odds.Louis Nizer