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Monday, March 20, 2006

Attorney-General a crook?

-----------------UPDATE 5:47PM------------------
Parker's resignation has been accepted by PM!
Acc... accoun.... accounta..... accountabil...... accountability???!! I can't quite comprehend it. Makes Benson-Pope's desperate clinging to power and refusal to tender his resignation all the worse - doesn't it?
Parker might still have an out - but in the meantime I suppose a stand-down is the best way to deflect any tarnish. But why not with Benson-Pope? The reason, I think can be summed up in one word: Cullen.
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Investigate magazine's blog has the teaser. Once again, Mr Wishart's digging may come to nothing. It makes for a great headline, but the substance may fall short. It gives me no pleasure in saying this either - after Labour's election-time dodgy spending spree and the Police's refusal/incompetence to prosecute the matter it would be good to see justice being done to at least one of this gang.

The allegation:

Under section 196(2) of the Companies Act directors are required to file an annual return to the Companies Office each year, and appoint an auditor to the company’s affairs, unless the shareholders have passed a unanimous resolution not to seek an audit.

Such a resolution is required under section 122 to be in writing, signed by all shareholders and held in the company's minutes book.

The director is required to declare to the Companies Office whether a unanimous shareholders’ resolution has been passed, and if so on what date.

Russell Hyslop has told Investigate he and Parker had a falling out over what he alleges was the Labour MP’s refusal to pay him up to half a million dollars he was owed, back in early 1997. [...]

But Investigate’s search of the company records has found a series of documents signed by David Parker stating that each year the shareholders have passed such a resolution.


The relevant part of s.196 of the Companies Act 1993:

"(2)A company need not appoint an auditor in accordance with subsection (1) if, at or before the meeting, a unanimous resolution is passed by all the shareholders who would be entitled to vote on that resolution at a meeting of shareholders. Such a resolution ceases to have effect at the commencement of the next annual meeting."

"Would be entitled to vote" - would the shareholder (Mr Hyslop) be entitled to vote if he wasn't present at the meeting? What does the company's constitution say about that issue?

Even if the other directors did not follow the procedure, could a defence be that they acted in good faith believing that they had acted according to law?

3 Comments:

At 21/3/06 12:21 am, Blogger t selwyn said...

I'm a bit dumbstruck by the resignation. Cullen would like to be Attorney-General again so he would not stand in the way of Parker dropping that portfolio in his lap. The office of Attorney-General must be "above reproach", so Parker did the honorable thing.

Parker admitted to all and sundry that he "cut corners" - I know only too well that you can't expect to get away with it if you a) have enemies, and b) want to hold office. And as long as Ian Wishart has a pulse he will put a and b together.

I am surprised that Parker didn't follow the trail of obfiscation I laid out in the post. I think he could have argued quite convincingly that since the inactive shareholder was not present at a meeting that a unanimous resolution of the shareholders present and voting did in fact take place, was consistent with the what is laid out in the Companies Act and therefore he was correct in ticking that box on the form. But it appears he is being scrupulously honest... which unnerves me. It seems so out of place in parliament let alone this current Labour Ministry.

Maybe there's more dirt? A drip feed? Question time in parliament will be a lot less interesting now he's stepped down. But then again - the only way he can be "clean" and have any chance of future re-instatement as A-G is if he resigns promptly.

Will anyone be churlish enough to prosecute him? He's already admitted fault in numerous interviews - it would be fairly easy given that evidence. If he's convicted he's out of parliament. Sounds a bit harsh for ticking a box - but that's the rules as they stand. Does the Registrar of Companies want to make an example of someone?

 
At 22/3/06 3:46 pm, Blogger Antarctic Lemur said...

If Hyslop wasn't aware of the "meetings" (really just conversations in small businesses), then they didn't happen. In which case Parker filed possibly 8 false returns (see Metcalph's latest post) in consecutive years. And ticking a little box saying "Has their been unanimous agreement to not audit" 8 times is not accidental behaviour, unless you don't give a crap about company law or think it doesn't apply to you because of 'special circumstances'.

I find it interesting he resigned from his Ministerial warrants as well as from A.G.. Has he acted similarly dodgy in other aspects of his business relationships? Did Crown Law or someone else provide an opinion saying Parker would be prosecuted and convicted of fraud?

 
At 23/3/06 1:05 pm, Blogger t selwyn said...

- maybe more than meets the eye? I skimmed over the Investigate article - couldn't see any king hits (more than already disclosed).

I've heard that the first time Parker did get the official assignee's permission - so he doesn't have much of a defence if that's true - I guess that's why he confessed as he did.

 

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