Are due diligence reviews enough to protect Guyana from selfish, greedy companies?

May 01, 2016 News

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By Kiana Wilburg
Minister of Natural Resources Raphael Trotman recently told members of the media during a briefing that the administration will be seeking international support for due diligence reviews. He said that this will be applied to all companies seeking to start a business in the natural resources sector.
At the time, I thought this was a remarkable step that the coalition administration was taking. But upon reflection, I wondered whether due diligence reviews would be enough to protect Guyana from companies with a corrupt agenda. I will come to that.
NOTHING MORE IMPORTANT
In this highly competitive market, I would agree that there is nothing more important than thorough due diligence.  Like many others with an interest in financial issues, I firmly believe that a nation can never know too much about a prospective company’s operations, finances and legal issues.  Due diligence can mean the difference between an acquisition that succeeds and one that sees the country holding the crooked end of the stick.
Ideally, governments of the day should carefully investigate all information pertaining to foreign and local businesses. But let’s be real, many of the deals and agreements that are sealed at the national level, are often done without careful investigation of prospective companies.
For those who may not be aware or familiar with the term, due diligence, it refers to an investigation of a business or person prior to signing a contract, or an act with a certain standard of care. It refers to the care and discretion that any reasonable person or government should take before granting the resources of their country to another company in the name of “good relationships and the need for foreign investments”. So, the goal of due diligence is to simply discover hidden information about a business.
There are many important reasons for conducting due diligence reviews. These investigations allow one to confirm that the business is what it appears to be; help to identify potential “deal killer” defects in the target and avoid a bad business transaction; help to gain information that will be useful for valuing assets; assist with defining representations and warranties, and/or negotiating price concessions; and help with verifying that the transaction complies with investment or acquisition criteria.
Any sign of deception or even a simple lack of candour could soon erupt into open mistrust. Once that negative reaction occurs, it is expected that the deal will more than likely sink or a substantial discount will be demanded in order to keep it afloat. So the process of due diligence is all about ensuring that the start of any relationship is grounded in trust, confidence, transparency and adherence to the principles of accountability.
An investigator or investigative firm will often use forensic accounting investigations, background checks, surveillance, mystery shopping, asset searches, financial investigations and other business investigation methods to find out what is happening at a company today.
In some cases, investigators will need to review public records, speak with company clients and customers, and even contact overseas offices in order to uncover the legitimacy and potential of a company. A good private investigator will explain all the facets of a business you can investigate, and will work with you to determine exactly which services and investigation you need.
ADVANTAGES AND DISADVANTAGES
There are advantages and disadvantages to this process as well. With regard to advantages, these include the ability to collect current information to make good business and financial decisions, avoid costly mistakes, prevent future law suits from bad partnerships, help you get proof to better negotiate terms for future acquisitions, allow you to evaluate the amount of risk involved and give insight to the overall state of an organization’s health and stability.
When it comes to the disadvantages of this exercise, research dictates that it could lead to a company’s disapproval and/or resentment of irregular business practices that are found.
For decades now, Guyana’s failure to conduct due diligence on companies has been flagged by numerous critics.
In fact, one politician from the Government’s camp posited that due diligence reviews are important and should be conducted on firms operating here, so that the nation can be able to ascertain whether they are within the boundaries of the law and/or abusing their privileges.
“If they are found to be doing so, we need to hold them accountable and ensure that their concessionary benefits which they enjoy are taken away.” Apart from making this assertion, A Partnership for National Unity (APNU)’s Carl Greenidge, who now serves as the Foreign Affairs Minister, had insisted that the “abusive” behaviour of some foreign companies which are operating on Guyana’s shores, calls attention to the weaknesses of various agencies and ministries which were under the control of the PPP.
Greenidge had asserted that apart from conducting these routine checks, foreign companies should also be subjected to detailed background checks.
“There are certain foreign companies which seem to only have one motive, and that is to grab all that they can from Guyana’s soil. Our country is being exploited in several areas and the (PPP) government is not doing much to put controls in place to prevent this. It is imperative that certain companies be subjected to regular examinations. We cannot allow these companies to get comfortable and think that they can just abuse our systems without feeling the squeeze.”
PROPER SCREENING
Many financial analysts have opined that the inability to carry out proper screening on the type of companies investing in Guyana and the ‘kind’ of money” being invested in the economy can have dangerous implications.
They believe that it is important to have proper screening on all investment proposals to determine if companies are “high risk” or corrupt. The results of this screening should be one of the requirements before “handing out concessions like candy,” they stressed.
However, former CEO of GO-Invest (Guyana Office for Investment) Keith Burrowes, had expressed that the company currently lacks the capacity to conduct a due diligence report on all the investors it sees, thereby making it unable to identify high risk or corrupt companies.
In a previous interview, Burrowes had stated that GO-Invest lacks the necessary resources to even monitor, in many cases, how the concessions granted to some of the companies will benefit the country.
Burrowes had said, “To check for all these things you need the physical and human resources to do so and we don’t have that. If a company comes from overseas and they want to invest in Guyana, they would first have to bring their financial statements before us and we would investigate. But the truth is, for all the companies coming into Guyana, we don’t have the capacity to identify the high risk companies or the corrupt ones, because these complex things require financial analysts, and you can’t do these things with only two or three financial officers. We lack the capacity to carry out the economic analysis on companies to determine what they are really coming with much less to carry out routine checks on the company.”
APNU’s Joseph Harmon, who serves as the Minister of State, had said, “Based on the evidence which came to the fore by the publication, the response has been overwhelming. The public is very concerned and they want answers. I was written to by several persons who have submitted their questions and they have called on us to make the necessary adjustments to the legislation so that we can hold these companies accountable.”
A THING OF THE PAST?
It thus would appear as if all of this will soon be a thing of the past as the new administration seeks to bring about some level of change, starting with the natural resources sector, as was announced recently by Minister Trotman.
It is here I wish to return to my original question, “will due diligence reviews be enough to protect Guyana from companies with a corrupt agenda?”
I don’t believe that this alone is the answer, but it certainly is an important part of it. What must go hand in hand with this, is the political will and the integrity among policy makers, to refuse to sign investment agreements when dishonest intentions by companies, whether foreign or local, are found. The nation has too often seen politicians who turn a blind eye to the heartless acts committed by some companies all in the name of kickbacks.
There will be numerous opportunities over the next few years for this administration to demonstrate that it has the political will and the fortitude to turn down multi-million-dollar companies found to have corrupt agendas. Along with thorough due diligence reviews, public and authentic displays of probity would present a platform to commence protecting Guyana from the evil intentions and avaricious appetite of some companies.

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