Steinhoff 2017 report exposes long list of conflicts of interest
Steinhoff International was run by a board of tight-knit people — too tightly knit, most would say
Steinhoff International Holdings was, for many years, run by a board of tight-knit people, many of whom had done business together for decades.
Just how close they were became apparent with the release of Steinhoff’s 2017 annual report on Tuesday, which identified a plethora of related-party transactions that the company now says weren’t properly disclosed according to best corporate governance practice.
Third-party deals are at the heart of an ongoing accounting crisis that’s almost destroyed the global retailer. In March, Steinhoff identified eight individuals it said were allegedly responsible for inflating asset and profit values, contributing to $17bn of writedowns. They include former CEO Markus Jooste and other former senior employees.
Here’s what Steinhoff’s annual report shows about companies and transactions involving former and current directors:
Christo Wiese, former chair
Steinhoff found instances where transactions between the company and Wiese-owned entities weren’t properly disclosed. The billionaire has an interest in 10 different companies that had dealings with Steinhoff, including Brait SE, Shoprite Holdings Ltd, Upington Investments Holdings, Titan Premier Investments (Pty) Ltd, Toerama (Pty) Ltd and Invicta Holdings Ltd. Some of the deals also involved the billionaire’s son, Jacob.
“It shouldn’t surprise anyone that I was in a number of related-party transactions with Steinhoff,” Christo Wiese said by phone, citing the sale of his pan-African clothing business Pepkor as one notable example. “I have nothing further to add other than under Dutch codes the concept of related party isn’t applicable.”
Wiese wasn’t among the eight identified by Steinhoff as responsible for wrongdoing. He said his son wouldn’t be commenting.
Markus Jooste, former CEO
The company found its former CEO and some members of his close family were affiliated to seven entities that should have been disclosed as related parties when the retailer entered into transactions with them. One of those businesses was Upington, which was also linked to Wiese. Others included Mayfair Speculators (Pty) Ltd, Lodestone Brands (Pty) Ltd, Kluh Investments (Pty) Ltd and Erfvest Properties (Pty) Ltd.
Lawyers that have acted on behalf of Jooste didn’t immediately respond to an e-mailed request for comment. Jooste didn’t immediately respond to a message sent to a cellphone he’s used in the past.
Bruno Steinhoff and Angela Krüger-Steinhoff
Bruno, the retailer’s retired founder, and his daughter Angela, who remains a director, were linked to Bruno Steinhoff Beratungs -und Verwaltungs and Steinhoff Familienholding. Any agreements with those two entities should have been noted as related-party transactions, according to Steinhoff.
Bruno Steinhoff and Angela Krüger-Steinhoff didn’t immediately respond to e-mailed requests for comments.
Jayendra Naidoo, former director
Lancaster 101 (RF) (Pty) Ltd, Lancaster 102 (Pty) Ltd and Lancaster Electricity Solutions (Pty) Ltd were linked to Naidoo, who was appointed to Steinhoff’s supervisory board in March 2017. They were material-related parties due to historic deals that took place between them and the retailer, according to the annual report. Naidoo said by phone he didn’t have further comment.
Steinhoff contracts related to key management personnel
Christo and Jacob Wiese, through Titan, and Naidoo through Lancaster 101, had an interest in a deal with Shoprite. Christo and Jacob Wiese had an interest in the acquisition of Building Supply Group. Both were shareholders and directors of the seller, Invicta, while Jacob was a director of buyer Pepkor Holdings Ltd, majority owned by Steinhoff.
In 2016, Lancaster Electricity, partially owned by Naidoo, entered into a joint venture with a Pepkor unit where sales income is earned and shared between the joint-venture partners on an equal basis. MJD Aviation, in which Jooste and former interim CEO Danie van der Merwe are partners, provided services to Steinhoff. Van der Merwe said he is aware of the details in the annual report and confirmed they’re accurate.
Law firm Hoffman, in which former Steinhoff executive Stéhan Grobler is a partner, provided legal services to group companies. Grobler didn’t immediately respond to e-mailed and cellphone message requests for comment. Steinhoff loaned Hoffman money to buy shares in KAP Industrial Holdings; Hoffman also rented office space from Steinhoff.
Upington granted a loan of €47.4m ($53m) to Steinhoff during the 2017 financial period with a carrying interest rate of 0.5%. In June 2017, Steinhoff unit Delta Properties was sold to Steinhoff Familienholding for €2.7m. An aircraft-retainer agreement was entered into between Toerama, an entity controlled by Christo Wiese, and Steinhoff in 2016. An office space and services agreement was entered into between Wiese’s Titan Financial Services and Steinhoff in 2016.
Christo Wiese’s Titan Asset Management was paying Steinhoff rent for the use of office space. To fund the acquisition of Mattress Firm and Poundland, Upington and Lancaster Group took part in the capital raising and were paid underwriting commissions.
In late 2016, a number of Steinhoff’s managers bought a property in Portugal from the retailer’s Conforama unit. The French chain then rented the space from the buyers at below market value. A unit of Habufa, in which Steinhoff held a 50% stake, loaned Jooste’s Mayfair Holdings £50m ($65m) in 2016.
Pepkor purchases products from Lodestone Brands, a company believed to be indirectly controlled by Jooste.