The Business, Health and Safety Case for Thorough Due Diligence
The fact that seemingly sophisticated investors would give Madoff hundreds of millions of dollars after he refused to allow them to conduct ordinary due diligence was a tribute to either greed or stupidity. ~ Harry Markopolos
Whoever is careless with the truth in small matters cannot be trusted with important matters. ~ Albert Einstein
One of my final assignments at the end of November 2013 with the Petroleum Geo-Services (PGS) Marine Contract Sales – Africa group was researching and completing due diligence queries for a contracted GeoStreamer™ survey. The due diligence questionnaire included such things as providing organization charts identifying key roles and key people, commitments to health and safety, and establishing and validating the PGS local legal business entity and connections. It was in actuality leg-work for the legal team clarifying the requirements and expectations of doing business within another country. Prudent investment is about carrying out business practices which are not only economically advantageous, but also abide by the laws of the land and operator and National Oil Company (NOC) requirements. A company’s business moral culpability, protection and cooperation with the indigenous enterprises, and commitment to social responsibility, are all considerations that NOCs and operators must evaluate before contracting with a marine seismic streamer acquisition company to complete a geophysical survey. It is much more than simply evaluating the technology capabilities which are presented within the pages of tender proposals. Deciding not to do business with a company, or boycotting a company, becomes more of a moral imperative. It is a decision resting on what behaviors by contractor agents are acceptable by the operator who has proffered the project. Boycotts are driven by the customers of goods and services who through denying their business and the opportunity for the business to generate revenue will force a change in how the business operates.
The due diligence process addresses issues of contractor corporate management, commercial contracts, employment, intellectual property, environmental, health and safety, regulatory compliance, and litigation. Due diligence investigations are meant to inform operator decision-makers about costs, benefits, risks, and liabilities around how the contractor manages their business commercially and operationally. A thorough due diligence process can mitigate risks. The function of a company compliance program is to ensure that the enterprise is conducting its business in full compliance with all national and international laws and regulations that pertain to its particular industry, as well as professional standards, accepted business practices, and internal standards. If enterprise agents are non-compliant and engage in unlawful acts employers cannot compel testimony (and sentence) as legal courts can. However, employers can legitimately terminate employees who chose to remain silent and obstruct the truth. On this principle, operators can/should withhold business from contractors who are unable to establish the legality or compliance of their business practices and of their agents who represent the enterprise from the information derived through a thorough due diligence process.
After several months now of attempting to engage PGS executives and their compliance officers, and only recently reaching that objective, I have concluded that the PGS compliance program is dysfunctional. I have written extensively about this and PGS executives have mounted no defense or clarification. PGS executives and board have remained silent. One principal question has been asked: Why can’t PGS authenticate the documents held within my personnel file? In fact, if potential customers or business stakeholders want to complete a simple due diligence test of PGS, then they should require the answer to the same question: PGS will you authenticate, to a legal standard, the personal subject data which PGS holds for former employee Steven Kalavity? Like PH paper, the answer to this question will reveal the substance and effectiveness of the PGS compliance program and answer much of what a due diligence process is meant to determine.
Previous PGS focused Articles:
- 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)
- Petroleum Geo-Services (PGS) and the Veneer of Governance (8-May-2016)
- The Petroleum Geo-Services (PGS) Ambush Meeting and the Definition of Fraud (24-May-2016)
- Petroleum Geo-Services (PGS) Mob Values (14-Jun-2016)
Those who plead their cause in the absence of an opponent can invent to their heart’s content, can pontificate without taking into account the opposite point of view and keep the best arguments for themselves, for aggressors are always quick to attack those who have no means of defense. ~ Christine de Pizan
Silence is golden when you can’t think of a good answer. ~ Muhammad Ali
I could have never imagined back in July 2015 that I would write over ten articles rebuking PGS management practices. Since July it has become clear that there has been a broad breadth of actors involved in nefarious activities around my issue. It has also become clear that the PGS actors would prefer that my story never see the light of day. I have identified alleged perpetrators and stated my claims – my personal narrative – vehemently. I have identified the actors by name and position: CEO and President, Jon Erik Reinhardsen; EVP Operations/Marine Contract, Per Arild Reksnes; EVP General Counsel, Rune Olav Pedersen; SVP HR, Terje Bjølseth; SVP Marine Contract, John Greenway; Marine Contract President – Africa, Simon Cather; Marine Contract Sales – Africa VP, Edward Von Abendorff; HR Manager EAME (ret.) David Nicholson; Head of Legal (UK), Carl Richards; Legal Associate, Ben Kelly; HR Officer, Laura Haswell; HR Officer, Anna Stockle; and HR Officer, Gareth Jones. Every single one of these named individuals has a voice and the capacity to respond and to clarify any of my allegations. There has been silence and continued cover-up by these corrupt PGS agents, even though PGS claims honesty and transparency in dealings with all stakeholders. If I publicly accused an innocent person with means of fraud, why would they remain silent and not defend their honor and character? The objective of due diligence is to investigate that the business’ promotional rhetoric is aligned with their actual business practices.
One might ask why authenticating the documents held within Steven Kalavity’s PGS professional personnel file would be such a definitive due diligence request. We could not care less about Steven Kalavity. I understand. But, this is about due diligence interested in PGS management, contracts, employment, litigation, and health and safety. Of course, it certainly would be beneficial to me to have a legally binding and definitive answer to this query as well. I have begged for it, in fact. Many in the industry, especially, those who read my articles, would certainly prefer resolution of this matter very soon. One might want to even relegate this publishing as only just an employment dispute. But, there are much deeper layers to it. First of all, within the UK all employment is under contract. This is unlike the country of my citizenship, the USA, where employment is often at will. Within the scope of this contract are certain rights afforded. Employers have a Duty of Care to provide a healthy and safe work environment, for instance. The employee and employer relationship is built on a condition of mutual trust and confidence that parties will be trustworthy and not work against one another’s interests. Peripheral to this is the Data Protection Act 1998 (DPA), which holds that a data controller’s, such as employers, process only accurate and fair data about their data subjects, such as employees. The DPA provisions are also expressed within the legal contract. To this end, there are certain rights guaranteed to employees in terms of the process of how a legal termination is carried-out. My narrative is about PGS not living up to their contractual promises. In fact, not only did PGS not live up to their contractual promises, PGS agents aggressively and maliciously constructed a false narrative through fraud and false instruments suggesting that they did. This was all done to maintain an illusion of a trustworthy, healthy and safe workplace when in fact all are absent. PGS’ failure to authenticate the documents within my personnel file (personal subject data) points to all of this. If not for the conspiracy of misrepresentations and more so the silence, this query from me should be easy for a compliant company to answer and prove unambiguously. PGS will not do it for me. So, customers and other vested stakeholders need to demand it.
In the data processing profession, there is the stage of noise removal. Noise is unnecessary signal which interferes and obscures a clear image of true events within the data. Another process is that of multiple removal. Multiples can share features of a true event, but are distortions that can overwhelm and obscure the real event. The same holds true with processing personal subject data. In this respect, false instruments contain noise which are intended to create a false (defamatory) narrative. This false narrative shows-up through the conspired repetition that is also intended to obscure the real-events. Nevertheless, in spite of the repetition which overwhelms the singular real data, there is only one real event. Only after the noise and multiples are properly removed should one proceed in the processing which aligns and migrates events to discern a clearer image of events and an accurate narrative. All false and illegitimate instruments need to be removed from my personal data held by PGS so that only legitimate and accurate personal data is processed. PGS is trying to force the processing and consideration of illegitimate data which will produce a false picture of events. It is in fact a violation of DPA principle to process inaccurate data. Therefore, before a clear image can be discerned in an employment tribunal for wrongful termination, for instance, it is incumbent that the base set of facts are established. This is why resolving the veracity of the data processed is crucial at the initial stage so that only accurate and legitimate data is considered during further processing of the data.
Distinguishing the signal from the noise requires both scientific knowledge and self-knowledge. ~ Nate Silver
Ethics or simple honesty is the building blocks upon which our whole society is based, and business is a part of our society, and it’s integral to the practice of being able to conduct business, that you have a set of honest standards. ~ Kerry Stokes
The same executive agents who manage the business to adhere to codes of conduct, core values, health and safety, legal, and contracts are provided within the due diligence investigation process, in principle, apply directly to employees within the company as well. This is the promise made in The CEO Letter and Responsibility section of the PGS website. The report does not separate and state that senior executives will be allowed to harass, bully, and engage in fraud to harm a targeted employee determined at whim, but will behave with the utmost integrity and best intentions with paying customers because customers matter more. Further, one does not need to rob every bank to be guilty of bank robbery or conspire to engage in fraud with every cohort in every business transaction to be guilty of fraud. In the employment vetting process employers do not need a list of crimes or even determine if there was a conviction to assess the risk of hiring that person and the impact on the business. What potential customers and other stakeholders need to establish through the due diligence process is true business practices in order to correctly determine and mitigate risks.
It seems reasonable to expect that a compliance team with an EVP General Counsel and SVP HR should be easily able to verify and authenticate the personal subject data of a former employee. The compliance team is also supposed to be ensuring that there is legal and procedural compliance. The duty of a compliance team is not to protect or hide non-compliant or illegal behavior. It is also expected that compliance officers themselves are not implicated in wrong-doing. The compliance team should be able to represent the veracity of their processes and procedures, especially as they relate to risks. The compliance team should not only be able to authenticate the personal data held by the data controller, but also look at the processes involved. Is processing data documents with no counter-signature a high risk practice? What other business operates that way and is it even legal or following PGS internal record keeping procedures? These are actually the more salient questions for the enterprise to address, even if the documents were legitimate. Apparently, following PGS practices with potential customers, a vessel could be deployed, data acquired over an operator’s block, and then a bill sent demanding payment from the operator because the agreement was signed by EVP Marine Contract, Per Arild Reksnes and approved by SVP HR, Terje Bjølseth; SVP Marine Contract, John Greenway; Marine Contract President – Africa, Simon Cather; and Marine Contract Sales – Africa VP, Edward Von Abendorff. No customer or stakeholder agent would accept such a document as a valid agreement. The narrative presented within a document with no counter signature is one-sided and invalid. I never accepted such an agreement either. Most would see it as a forgery, as I did. However, the Information Commissioner’s Office (ICO) that monitors DPA compliance does not see a red flag, yet. The other point is that it is illegal for a data controller to hold false instruments. Most data subjects who make the request that data be removed are generally considering truthful but harmful data which is not necessary for continued processing by the data controller.
After the subject access request (SAR) was submitted and I received copies of processed data from PGS Exploration UK Limited (PGSUK), my employer entity of PGS, I started to study and point out the inaccuracies and reasons that the documents (data) constituting my personal subject data should be removed entirely. PGS stated they would affix the stated differences as part of my personal subject data. A solution that I did accept, really. I never made sense. There were two conflicting narratives. Once poison is placed into the drink, the entire drink is spoiled. It does not matter that 99% of the liquid was once pure water. The water is no longer pure and all of it is polluted. If two clauses of a long contract are breached the entire contract is breached. The false instruments need to be removed in their entirety. But, when corrupt and moneyed wrong-doers have a vested interest in keeping the false narrative intact, it is very difficult to get the documents removed.
So, why does it matter to a customer and stakeholder whether or not the records held as my personal data by PGS is accurate and are not false instruments? It is a character issue about how business is done. Marine geophysical surveys are multi-million dollar investments. Mismanagement can cost money. Agents who are inclined to misrepresent in one arena will often misrepresent again in a self-serving way and not a customer focused way. This can be a lot of money. Even GC Rieber Shipping (owner of Dolphin Geophysical) agents should be interested in the propriety of PGS business practices. There is an ongoing dispute/appeal between GC Rieber Shipping and PGS Exploration UK Limited with EUR 9 million at stake. The same principal agents whom I am dealing with from PGS are involved in this appeal. Determining that agents and directors engage in obfuscation and fraud on other claims perhaps is worthy of due diligence/discovery for an ongoing dispute.
In a mutually dependent, intimately connected global community facing several major crises, brands need to operate with an expanded definition of self-interest that includes the greater good. ~ Simon Mainwaring
What I fear most is power with impunity. I fear abuse of power, and the power to abuse. ~ Isabel Allende
So why would PGS even take the risk of creating and retaining false instruments in the first place? As mentioned, employment in the UK is under contract. Employers cannot just fire employees for no reason. Workplace bullies are intent on harming their targets and forcing them out or their employment. The final stages of this process initiates with the ambush meeting, where targets are forced to listen to workplace bullies make defamatory accusations regarding their work performance. The intention is always to force the target to leave through making the work environment unbearable so that they leave on their own, or to get onto some sort of performance improvement plan and be forced to leave that way. Performance can be a legal reason for dismissal. But, it must be well documented and truly be the reason. The problem for the workplace bullies in my case was that I did not allow the bullying process to continue as their plan following the ambush meeting. I indicated that I wanted to file a grievance and challenge the ambush meeting propriety, in terms of PGS policy and legality. From that point on, I wanted everything in writing for my records so that I could respond accordingly. I never received the meeting minutes for consideration and was provided no opportunity to reply. PGS provided me with a written synopsis of what was spoken about during the meeting 40 days later. However, PGS unscrupulously added performance into the subject of that document. After enduring numerous lies and obstructions I responded to the ambush letter in the form of a grievance. I contend even the ambush letter which was received and answered through my grievance was never accepted. My legal grievance process was stopped.
The UK Trade Unions Congress (TUC) cites workplace bullying and harassment in the top of workplace health and safety hazards. Workplace bullying is first and foremost a health and safety issue that customers, as well as other stakeholders, need to be aware of. But, it is also a production and efficiency issue as well. Workplace bullying was part of the workplace culture prior to both the Deepwater Horizon and Piper Alpha offshore disasters. If contractor management recklessly deals with concerns about workplace violence and bad practices, this opens operators up to liability. This is especially true if the management had be forewarned. There is a reason that customers and stakeholders (especially employees) should care about a contractor’s commitments to responsible and healthful workplace behaviors, as well as other contractually compliant behavior. My grievance cited workplace bullying and harassment, the abuse of position and misuse of the performance management system, defamation, as well as departures from policy and UK labor law. The truthful narrative was the entire objective of the grievance. The grievance was formally presented in writing months following the ambush meeting and ambush letter. The delays and obstructions were intentional. During this time, I was never provided with nor ever accepted through mail receipt or counter signature any meeting minutes and certainly was never afforded the opportunity to comment or validate any of the instruments. This is all a departure from reasonable business practices. This includes minutes from a follow-up grievance hearing. In fact, the day prior to the grievance hearing I was offered a settlement contract agreement for me to leave my job, which I did not accept. This was also done through an undocumented meeting.
The settlement contract should have never been offered. There was no real instrument or documentation to support a legal termination. I always believed this. It was an instrument used on-top of the false instruments to affect an illegal/wrongful termination is what I now believe. PGS had no real instruments to affect a legal action, so PGS manufactured false instruments. This means that the engaged solicitor’s from both sides who negotiated the settlement agreement were provided with misrepresentations or were complicit. I was very close to walking away from the settlement but was advised by my hired solicitor that the settlement was okay. But, I did not want to remain in a foreign country within a hostile and health harming environment to fight, especially with my family along. According to the dates, the settlement process relied on several false instruments created and approved by PGS management, which is cited in the beginning of this article. PGS also withheld and removed a health report provided by a contracted occupational health and safety nurse from negotiations and my personnel folder. PGS management orchestrated an illegal termination through misrepresentations and false instruments to safeguard the workplace mob from liability. I would not have been the wiser had I not submitted the SAR and received my personal data. I had no opportunity to comment on the libel and even my grievance document was removed and destroyed from my personnel record. PGS management likely had not even contemplated that I would do such a thing in the same way they did not anticipate my challenging their ambush meeting. After all, I was an outsider from the US and was not supposed to affect my UK rights afforded my under contract and through my Tier 2 visa status. This is why PGS refuses to remove the illegal documents. It is not simply and employment law issue. It is malicious fraud, forgery and conspiracy executed to harm me and my family and in no way benefit PGS. It only benefited the lying and insecure perpetrators. This is what I allege and PGS has failed to demonstrate otherwise. I accepted the terms of the settlement based on misrepresentations and false instruments. I never relinquished the right the truthful narrative in the grievance and I will not now.
Conspiracy is a group of people agreeing on a narrative to support their own interests. The fact that PGS executives have not rushed to clarify the truth should not be surprising at all at this point. The truth would be their collective admission and complicity in several episodes of nefarious, non-compliant, and likely even criminal behavior. What was unknown to me was what PGS executives had time for and accepted in the workplace. How a culture of workplace bullying, deceit, and cover-up was so promoted was astonishing. It was thought that integrity could be bought and photographed. I would like to believe that I would have never knowingly been involved is such acts of meanness toward a coworker. And my battle with words against PGS management is not meant to harm former coworkers. I am not the one who caused these issues, derelict and unresponsive executive management has. I have only brought them to light. Shoe on the other foot, I hope that I would have spoken out, as I am one to place faith in the rules and processes which are in place to address wrong-doing. Decent employees and stakeholders should be horrified by both the workplace behavior as well as managements inability to address allegations responsibly. When one is an outsider, as I have been for the past several years living and working abroad, it is understood that there is no power when you break the rules in a foreign culture. You are vulnerable to potential whimsical behavior of your hosts.
A company’s core values are supposed to transfer to every workplace. That is what due diligence responses relate to potential customers; responsibility and reliability. The same core values used in forming management decisions here as there. Laws and policies are followed for all stakeholders as part of sound business practices. PGS needs to generate revenue to be a viable business. PGS will not listen to me and I have no marine geophysical survey to tender. Customers need to be prudent about the companies which they do business with and so due diligence is a good idea. Do not take my word alone on it. At a time in the industry when honest and knowledgeable professionals are losing their jobs throughout the industry, PGS retains and promotes those without integrity, decency, and professionalism to guide through the crisis. It’s obscene. PGS compliance officers refuse to comply. They cannot authenticate my personnel records so they stonewall and lie. A due diligence report will therefore reveal a corrupt management that will aid and abet workplace violence and protect perpetrators from accountability. It will uncover a senior management that will manipulate and falsify documentation to get more favorable contract terms. It will disclose a management that will not take responsibility for the documents that they sign and the decisions which they make. Customers and stakeholders can consider if PGS is a company to do business with from how they process negative information. And then customers and stakeholders may also ask themselves if they would support a company that allowed such behavior by executives to affect others within the professional community. I couldn’t provide these answers when I worked for PGS, because I wouldn’t have believed them to be true either. One can conduct productive business with different cultures and even different competency levels. However, engaging in business with those who are prone to lie and cheat when they think they will get away with it is high risk. Determining such risks is what due diligence is all about.
Many writers, including myself, have detailed how irresponsible government actions slow economic recoveries. Similar behavior by individuals impedes growth, too. If you can’t find someone reliable to do a deal with, you simply don’t do the deal at all. ~ Amity Shlaes
To give real service you must add something which cannot be bought or measured with money, and that is sincerity and integrity. ~ Douglas Adams