The then sixty-five year old company was taken over by Spanish multinational
Actividades de Construcción y Servicios (ACS) and, in 2015 its name changed to CIMIC Group Limited.
A rough timeline of corruption allegations reported in the mainstream media.
The letter arrived via snail mail, and read like a page from a Le Carré spy thriller. If my newspaper and I wanted to expose a corporate bribery scandal involving the biggest names in the oil business, the anonymous sender wrote, I should place an advertisement in the real estate section of French newspaper Le Figaro in July 2015.
The advertisement must include the code word “Monte Christo”.
The sender wanted to protect his identity, and perhaps ensure I was a journalist committed to following a lead around the world. Whatever the intention, his proposition was too intriguing to ignore.
Also piquing my interest was the mention of a mysterious company called Unaoil, run by the wealthy Ahsani family of Monaco.
The Age, 31 March 2016:
A massive leak of confidential documents has for the first time exposed the true extent of corruption within the oil industry, implicating dozens of leading companies, bureaucrats and politicians in a sophisticated global web of bribery and graft.
After a six-month investigation across two continents, Fairfax Media and The Huffington Post can reveal that billions of dollars of government contracts were awarded as the direct result of bribes paid on behalf of firms including British icon Rolls-Royce, US giant Halliburton, Australia’s Leighton Holdings and Korean heavyweights Samsung and Hyundai.
The investigation centres on a Monaco company called Unaoil, run by the jet-setting Ahsani clan. Following a coded ad in a French newspaper, a series of clandestine meetings and midnight phone calls led to our reporters obtaining hundreds of thousands of the Ahsanis’ leaked emails and documents.
The trove reveals how they rub shoulders with royalty, party in style, mock anti-corruption agencies and operate a secret network of fixers and middlemen throughout the world’s oil producing nations.
Fairfax Media and The Huffington Post today reveal how Unaoil carved up portions of the Middle East oil industry for the benefit of Western companies between 2002 and 2012.
In part two we will turn to the impoverished former Russian states to reveal the extent of misbehaviour by multinational companies including Halliburton. We will conclude the three-part investigation by showing how corrupt practices have extended deep into Asia and Africa.
Western firms involved in Unaoil’s Middle East operation include some of the world’s wealthiest and most respected companies: Rolls-Royce and Petrofac from Britain; US companies FMC Technologies, Cameron and Weatherford; Italian giants Eni and Saipem; German companies MAN Turbo (now know as MAN Diesal & Turbo) and Siemens; Dutch firm SBM Offshore; and Indian giant Larsen & Toubro. They also show the offshore arm of Australian company Leighton Holdings was involved in serious, calculated corruption.
The leaked files reveal that some people in these firms believed they were hiring a genuine lobbyist, and others who knew or suspected they were funding bribery simply turned a blind eye.
But some knew much more. A handful of senior insiders at firms such as Spanish company Tecnicas Reunidas, French firm Technip and drilling giant MI-SWACO, not only actively supported bribery but pocketed their own kickbacks; US defence giant Honeywell and Australia’s Leighton Offshore agreed to hide bribes inside fraudulent contracts in Iraq; a Rolls-Royce manager negotiated a monthly kickback for leaking information from inside the British firm. [my red bolding]
The Sydney Morning Herald, 31 March 2016:
The latest revelations show Unaoil’s campaign of corruption spread across the former Soviet states. Leaked Unaoil files reveal that one of the crooked middlemen, Stefano Borghi, who worked with Unaoil in Kazakhstan, was also working with Australian firm WorleyParsons around 2008.
In conjunction with Unaoil, Borghi paid kickbacks to the senior managers who oversaw oilfield contracts. The oilfields were jointly managed by the Kazakhstan government and Italian international oil company Eni.
In return for bribes, Eni managers leaked inside information and rigged tender committees to assist Borghi and Unaoil’s multinational clients.
The leaked files revealed that in 2008, Borghi and Unaoil stood to make hundreds of thousands of dollars if they helped a consortium led by WorleyParsons to win a multimillion-dollar contract.
“In case of award to PARSONS or any third party represented by PARSONS, ECO [Unaoil’s British Virgin Islands company] shall be entitled to receive a fee equal to 1% (one percent) of the total price of the portion of the contract awarded to PARSONS,” a leaked Unaoil memo states.
Another email shows that, in 2007, a senior WorleyParsons manager used Borghi to find out confidential information in Kazakhstan through “the back door”.
At the time, Borghi was bribing a corrupt Eni manager whose job was to oversee several large contracts in Kazakhstan. The manager, Diego Braghi, was leaking sensitive information from a tender committee that was considering whether to award the WorleyParsons’ consortium a contract on the Kashagan oilfield.
Managers from the consortium asked Borghi to leak information about their competitors, and to get other forms of assistance from tender committee insiders.
Unaoil regarded WorleyParsons as a company able to pay middlemen huge sums to win contracts. Other firms, including US giant KBR, had scaled back these practices due to concerns over corruption.
“WP [WorleyParsons] do not have any of the constraints that kbr … do now and can pay serious fees,” Unaoil’s memo says.
In the end, for the WorleyParsons manager handling the transaction, this preparedness to do the wrong thing paid off. Worley beat their competitors and won the contract.
In a statement, WorleyParsons confirmed that “Stefano Borghi was an employee of an agent of WorleyParsons.”
“At the time the agency agreement was put in place, WorleyParsons had in place rigorous processes to select and appoint agents who provide services to the company,” the company said.
The Sydney Morning Herald, 31 March 2016:
The revelations place intense pressure on the Turnbull government to respond to corporate corruption scandals with the same ferocity they have attacked corrupt unionists. Labor senator Sam Dastyari and independent Nick Xenophon have revealed they will bring forward to April a Senate inquiry into corporate bribery and seek to force allegedly corrupt executives to testify.
The inquiry will intersect with the Turnbull government’s push to pressure the Senate into reviving the Australian Building and Construction Commission.
Excerpt from Google Translate’s version of 31 March 2016 Monaco Government press release:
Communiqué of the Department of Legal Services of the Principality of Monaco
Following an urgent request for international judicial assistance in criminal matters from the Serious Fraud Office (SFO) in the UK, and in accordance with international agreements signed by the Principality of Monaco, it was conducted searches at the homes of officers of the Monegasque company UNAOIL and headquartered in the Principality. The leaders of this company were also heard on 29 and 30 March 2016.
These investigations and hearings were conducted in the presence of British officials, as part of a vast corruption scandal with international ramifications involving many foreign companies operating in the oil sector.
The Sydney Morning Herald, 1 April 2016:
In continuing fallout from the joint Fairfax Media-Huffington Post investigation into corruption in the oil industry, the Monaco government revealed that it had raided the homes and offices of Unaoil’s principals, who ran the company exposed as the global bagman for the oil industry.
Unaoil executives “were also interviewed… in the presence of British officers in connection with a case of vast corruption with international ramifications that involves many foreign companies active in the petroleum sector,” the Monaco government’s statement said.
Fairfax Media revealed on Thursday that the British police had teamed up with the Australian Federal Police, the US Department of Justice and the FBI to investigate the vast cache of leaked Unaoil emails on which our stories have been based.
Unaoil was hired over almost two decades by large multinational firms, including the offshore arm of Australia’s Leighton Holdings, to pay bribes to top overseas officials in return for winning government funded contracts in oil-rich nations.
Fairfax also revealed that the chief executive of Primary Health Care, Peter Gregg, was under criminal investigation over a $15 million payment he allegedly made in a former job as chief financial officer of Leighton Holdings.
He appears to have signed documents making the payment to a United Arab Emirates firm, Asian Global Projects and Trading, to guarantee the supply of steel to the Australian construction giant at “preferred and commercially beneficial” prices. No steel was ever supplied and Fairfax Media has obtained documents revealing the Dubai company that received the money has engaged in bribery and money laundering.
The Age, 1 April 2016:
Questions are emerging about how Unaoil operated for so many years with impunity, using bank accounts in New York and London to launder funds and pay bribes between 2000 and 2012, possibly more recently.
Many of Unaoil’s crooked deals were organised in London, or used UK and US linked middlemen, bank accounts and shelf companies. British authorities appear to have been in the dark about Unaoil and the Ahsanis, who also operate a London property investment company. The British foreign office has even assisted Unaoil overseas, giving Unaoil and its executives briefings and support.
Boing Boing, 2 April 2016:
By week’s end, police in the UK, US and Australia announced criminal investigations against top executives, and the Monaco police raided Unaoil’s HQ.
But the BBC — a national broadcaster charged with impartially reporting on the news — has literally never mentioned Unaoil in any of its online news coverage. Many of the companies involved in the scandal are headquartered in the UK, and some, like Rolls-Royce, are practically synonymous with British industry. Meanwhile, the news coverage has described how Unaoil used the City of London as its go-to money laundry.
The Huffington Post, 4 April 2016:
Halliburton, KBR and other corporate conglomerates relied on Unaoil to deliver them lucrative contracts with corrupt regimes in oil-rich nations. But without the help of banks like HSBC and Citibank, none of Unaoil’s operations would have been possible.
Both Citibank and HSBC declined to comment on whether Unaoil or the Ahsani family, who own and operate the firm, remain their clients.
HSBC and Citibank have histories of corruption. In 2012, HSBC was fined $1.9 billion for laundering drug money and violating U.S. sanctions against Iran. In 2015, it paid Swiss authorities $43 million to settle allegations that it helped the global elite illegally dodge taxes. Citibank was fined $140 million last year for violations of money laundering laws related to its work with an energy company involved in a bribery scandal with the Mexican government. The bank is currently being investigated for its role in the bribery scandal at FIFA, the international soccer organization.
The Sydney Morning Herald, 18 November 2013:
Damning evidence has emerged in a court case linking construction firm Leighton Holdings to allegedly corrupt payments of “not less than $25 million in marketing fees” to a Monaco firm to help win Iraq government projects, even though the projects required no marketing.
Leighton’s own lawyers recently labelled these payment agreements as “vague and uncertain”, while corporate corruption expert Dr Kath Hall, Associate Professor at the ANU College of Law, said they were risky and compared them to the dealings of AWB Limited in Iraq over a decade ago.
Files from the British High Court of Justice case reveal that the fees were contained in deals, known as Memorandum of Agreements (MOAs), struck between Leighton’s offshore business and another company, Unaoil, in the last half of 2010 and in early 2011 and aimed at securing oil pipeline contracts in the south of Iraq.
Unaoil operates out of Monaco but is incorporated in the British Virgin Islands, a tax haven with an opaque banking system.
The Unaoil deal is one of two deals linked to the Iraq projects in 2010 – the second involving UAE company Oceanking – that Leighton insiders now concede should have never been struck because they involved payments for services that were undefined and vague.
Leighton only referred the deals to police in November 2011, after external lawyers discovered company files outlining allegations of bribery in Iraq.
The two deals were overseen by former Leighton International director David Savage and former top executive Russell Waugh.
Unaoil has alleged in its court case that the MOAs required the Australian firm to pay pay Unaoil “a minimum price for construction and marketing of $US55 million” in the event that the Iraqi government awarded Leighton the second pipeline contract.
“Furthermore, the parties agreed that Unaoil shall be paid an additional marketing fee of 5 per cent of any amount that Leighton receive on the [Iraq] Project above $US500 million.”
“For the avoidance of doubt, the marketing fee paid to Unaoil shall not be less than $US25million.”
In documents lodged in court in April this year, Leighton’s barrister Sean Brannigan, QC, rejected Unaoil’s demands, stating that the MOA between Leighton and Unaoil was “so vague and uncertain that it cannot be given contractual force”
.As federal police bribery investigators continue to investigate Leighton’s Iraq dealings, several figures closely associated with Leighton said the MOAs should never have been drawn up. Most corporate anti-corruption programs warn that ”marketing fees” may be used as a vehicle to pay bribes in overseas business deals.
Former Leighton chief executive Walk King, who departed Leighton at the start of 2011, was also on the board that oversaw Leighton Offshore’s initial Iraq contract and initial MOAs with subcontractors.
Mr King said that he had no knowledge of or involvement in the ”so-called second contract” in Iraq, which is the subject of the British legal dispute between Leighton and Unaoil.
AFR Weekend, 10 October 2013:
WorleyParsons chief executive Andrew Wood has seized on Leighton Holdings’ bribery allegations to stress his global engineering group will not tolerate any form of corrupt practices.
Amid concerns the scandal could damage WorleyParsons’ reputation, Mr Wood told investors that ethical behaviour was “paramount” to the company’s success.
“Recent revelations of alleged corrupt practices by Australian companies operating overseas we know is a concern to shareholders of a global companies such as ours,” he said at WorleyParsons’ shareholder meeting in Sydney.
“I can assure you that at WorleyParsons we have zero tolerance of corrupt practices.” Like Leighton, WorleyParsons only banned facilitation payments last year after the Australian Federal Police began an investigation in late 2011 into suspect payments made by Leighton to secure oil contracts in Iraq.
Excerpts from Memorandum of Agreement as set out in the Unaoil Ltd v Leighton Offshore Pte Ltd  EWHC 2965 (Comm) judgment of 12 September 2014 which found in favour of Unaoil:
“MEMORANDUM OF AGREEMENT
WHEREAS LEIGHTON OFFSHORE and UNAOIL respectively wish to record their irrevocable and binding agreement relating to their collaboration and co-operation in connection with the “IRAQ CRUDE OIL EXPORT FACILITY RECONSTRUCTION PROJECT reference EFP 0910100 (hereinafter referred to as the “PROJECT” and or “JICA”) for SOUTH OIL COMPANY (hereinafter referred to as the “CLIENT”) in Iraq.
NOW THEREFORE, it is on the basis of the foregoing premise being an integral part this MOA that the Parties hereto agree as follows:
ARTICLE 1 – PURPOSE OF THE MOA
In consideration of the mutual undertakings each Party gives to the other under this MOA, the Parties agree as follows:
1.1 To freely enter into this MOA, in collaboration and co-operation, whereby the Parties agree that such collaboration and cooperation is by way of a sole and exclusive contractor and sub-contractor relationship in respect of the above PROJECT for the UNAOIL Scope of Work (later herein defined).
1.2 That UNAOIL shall immediately following signature irrevocably commit to the further engagement of subcontract resources and the continued incurrence of costs in respect of the above PROJECT for the UNAOIL Scope of Work (later herein defined).
1.5 Save in so far as the Party’s respective subcontract arrangements that may be necessary in order to support the purpose and intent of this MOA, or as otherwise expressly provided in this MOA, neither Party shall individually enter into any relationship which is substantially equivalent to that defined by this MOA, in connection with the PROJECT and the UNAOIL Scope of Work with any person or firm other than the other Party to this MOA. For the avoidance of doubt, neither Party shall, whether directly or indirectly, make any other tender to or agreement with the CLIENT or any other party with respect to a work scope that is substantially equivalent to the UNAOIL Scope of Work (later herein defined) on this PROJECT which would thus attempt to circumvent the purpose and intent of this MOA.
1.7 Nothing in this MOA shall create any entitlement whatsoever between the Parties, including any right to damages, costs or expenses in the event LEIGHTON OFFSHORE (or any one of it’s [sic] existing or future group companies) is not awarded the contract for the PROJECT by the CLIENT.
ARTICLE 2 – IMPLEMENTATION OF THE MOA
The Parties agree to proceed as follows:
2.1 UNAOIL confirms that it together with any partners with which it works in connection with the PROJECT shall have, the requisite skill, experience, ability and available resources and that it meets, and all such partners shall meet, all requirements at law including holding of all relevant licences to execute the UNAOIL Scope of Work as is hereby subcontracted by LEIGHTON OFFSHORE to UNAOIL in accordance with this MOA.
2.2 Without further payment obligation unless and until LEIGHTON OFFSHORE (or any one of its existing or future group companies) is successful in securing the PROJECT from the CLIENT, LEIGHTON OFFSHORE hereby appoints UNAOIL (or by way of later assignment one of its existing or future group companies, subject to LEIGHTON OFFSHORE approval, which will not be unreasonably withheld or delayed) to be its sub-contractor for the execution of the onshore construction activities (as further defined in Exhibit 1 and 2) in connection with the PROJECT (“UNAOIL Scope of Work”).
2.3 Other than those agreements set forth in this MOA, UNAOIL and LEIGHTON OFFSHORE will negotiate in good faith to agree the further terms and conditions of the subcontract for the UNAOIL Scope of Work with such terms and conditions to be on a back to back basis with the terms and conditions contained in the contract between LEIGHTON OFFSHORE and the CLIENT, to the fullest extent such terms and conditions may reasonably and proportionately be deemed applicable in the context of the subcontract and the UNAOIL Scope of Works…
2.5 LEIGHTON OFFSHORE and UNAOIL agree that UNAOIL Scope of Work shall be as set out in Exhibit 1 …
2.6 LEIGHTON OFFSHORE and UNAOIL agree to the commercial points of principle as set forth in Exhibit 3 hereto and, in so far as is necessary and without prejudice to the same, further agree that they will negotiate together in good faith to incorporate the said agreed principles into any further detailed terms and conditions of the subcontract.
2.7 LEIGHTON OFFSHORE and UNAOIL agree an all inclusive price of USD 75,000,000 (seventy five million dollars).
ARTICLE 5 – EFFECTIVE DATE
This MOA is effective and binding between the Parties as of the date of its execution under hand.
ARTICLE 6 – LAW AND DISPUTES
This MOA and any non-contractual obligations arising in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
ARTICLE 7 – TERMINATION
Other than as set out hereunder in this Article 7, neither party shall have any further obligation to the other under this MOA after its termination. Article 3 CONFIDENTIALITY, Article 6 LAW AND DISPUTES and Article 7 TERMINATION shall accordingly remain in full force and effect after its termination. This MOU [sic] will terminate on the earliest of any of the following events occurring:
4. The award of the PROJECT to LEIGHTON OFFSHORE and entry by the Parties into (by mutual consent and formal execution thereof) of a subcontract agreement for the UNAOIL Scope of Work that includes a condition that expressly supersedes this MOA.
ARTICLE 8 –LIQUIDATED DAMAGES
8.1 If LEIGHTON OFFSHORE is awarded the contract for the PROJECT by the Client, and LEIGHTON OFFSHORE does not subsequently adhere to the terms of this MOA and is accordingly in breach hereof, LEIGHTON OFFSHORE shall pay to UNAOIL liquidated damages in the total amount of USD 40,000,000 (Forty million US dollars). After careful consideration by the Parties, the Parties agree such amount is proportionate in all respects and is a genuine pre-estimate of the loss that UNAOIL would incur as a result of LEIGHTON OFFSHORE’s failure to honour the terms of the MOA.
8.2 Any liquidated damages payable under Article 8.1 shall be paid by LEIGHTON OFFSHORE to a bank account nominated by UNAOIL in instalments, with one initial instalment of USD 10,000,000 (Ten million US dollars) being made within 30 days of a written demand by UNAOIL, and the balance sum being paid in 14 equal instalments on a monthly basis, commencing in the month following the initial payment, or as may be otherwise agreed in writing between UNAOIL and LEIGHTON OFFSHORE.
ARTICLE 9 – CONTINUED SERVICE PROVISION
9.1 If LEIGHTON OFFSHORE does not subsequently adhere to the terms of this MOA and is accordingly in breach hereof, then notwithstanding and without prejudice to LEIGHTON OFFSHORE’s obligation to pay liquidated damages to UNAOIL in accordance with Article 8 but subject always to the strict conformity and adherence of the agreed payment structure set forth therein, UNAOIL will continue to assist LEIGHTON OFFSHORE with the successful execution and completion of the PROJECT for the CLIENT and shall:
• Provide local knowledge and advice on the preferences of the CLIENT, its partners, the government and governmental agencies.
• Assist in arranging meetings and maintaining relations with the CLIENT, its partners, the government, governmental agencies and any other business representatives that are deemed desirable for the satisfactory completion of LEIGHTON OFFSHORE’s contract.
• Ensure LEIGHTON OFFSHORE is kept appraised of all requirements the CLIENT may have in relation to the execution of the contract.
• Provide feedback and monitoring of performance of the CLIENT, its partners and others during execution to ensure a successful contract execution.
• Provide assistance on possible change orders and guidance relating to invoicing procedures and billing issues if needed.
AGREED COMMERCIAL POINTS OF PRINCIPLE
2. Payment terms
The agreed payment terms are set forth below:
a. Non-refundable Advance Payment of 15.0% of the Fixed Lump Sum Price contained in Article 2.7, which shall be set against each of the Lump Sum Prices contained in Exhibit 2 UNAOIL’s Unit Rates / Price Breakdown …
b. Within 30 days of (a) a Non Refundable Pipe Laying Equipment Asset Write Down and Mobilisation Payment of 7.5% of the Fixed Lump Sum Price contained in Article 2.7, which shall be set against each of the Lump Sum Prices contained in Exhibit 2 UNAOIL’s Unit Rates / Price Breakdown.
c. Thereafter, monthly progress payments against actual progress of the Work Breakdown Structure activities on the balance of 72.5% of each of the Lump Sum Prices contained in Exhibit 2 UNAOIL’s Unit Rates / Price Breakdown …
e. With the exception of (a) and (b) above (which are payable on demand following the opening of the main contract LOC and the receipt of first funds by LEIGHTON OFFSHORE as set forth in (a) and (b)), the period of payment shall be no greater than 45 calendar days …
5. UNAOIL’s approval as a subcontract
In the event of a written objection by the CLIENT to UNAOIL’s engagement as a sub-contractor to LEIGHTON OFFSHORE, UNAOIL shall in a timely manner seek and obtain approvals for its continued engagement to perform the works as set forth in this MOA. For the avoidance of doubt, should thereafter UNAOIL’s continued engagement remain unacceptable to the CLIENT, then notwithstanding the same both Parties hereby agree that UNAOIL shall always continue to be obliged to provide the services set forth in Article 9.1 and LEIGHTON OFFSHORE shall always be obliged, upon the continued provision of those services, to pay UNAOIL in strict accordance with the instalments set forth in Article 8.2. If at such time UNAOIL have already issued the Performance Bond set forth above and in Article 2.10, then LEIGHTON OFFSHORE hereby agree to return the same with a letter of unconditional release from obligation there under to UNAOIL’s guarantor bank.”
On 13 February 2012, the Company announced to the Australian Securities Exchange that it had reported to the Australian Federal Police (“AFP”) a possible breach by employees within the Leighton International business of its Code of Ethics that, if substantiated, may have contravened Australian laws. The possible breach related to payments that may have been made by a subsidiary company Leighton Offshore Pte. Limited in connection with work to expand offshore loading facilities for Iraq’s crude oil exports. The AFP is investigating the Iraq issue and the Leighton Group’s international business operations. In November 2013, Australian Securities and Investments Commission (ASIC) made public statements about its cooperation with the AFP in the AFP’s investigation. On 28 March 2014, ASIC informed the Senate Estimates Committee that it had commenced a formal investigation into potential breaches of the Corporations Act relating to a number of matters being investigated by the AFP. Leighton is cooperating with the AFP and the ASIC investigations. Leighton does not know when the investigations will be concluded. [ibid, p.106] [my red bolding]
The Sydney Morning Herald, 20 March 2015:
Leighton Holdings has confirmed it will change its name to CIMIC Group as the construction group’s new Spanish owners try to distance themselves from corruption allegations, shedding an Australian brand that has existed for more than 60 years.
Leighton has asked shareholders to approve the name change at the company’s annual general meeting in Sydney on April 21.
As exclusively reported by Fairfax on Thursday, Leighton Holdings lodged an application to trademark “CIMIC” with IP Australia, the government agency that administers intellectual property rights, on March 3.
CIMIC stands for Construction, Infrastructure, Mining and Concessions.
The name change follows the acquisition of Leighton by Spanish construction group ACS a year ago, and the subsequent restructure of the company.
Leighton’s name dates back 65 years to 1949, when the construction group was formed in Melbourne by Englishman Stanley Leighton.