RE: NMC5 Feb 2020 12:32
yeah the whole governance structure is super dodgy.
Significant Corporate Governance Failings at NMC
Shareholders, Management, and the Board – Conflicted and Misaligned Incentives
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Insiders own 55% of NMC shares. 17.4% is owned by Saeed Bin Butti, 14.7% is owned by
Khalifa Bin Butti, and 7.3% belongs to joint Bin Butti vehicle Infinite Investments, while BR
Shetty owns 15.9%.
Some of the “independent” directors appear to us independent in name only. Abdulrahman
Basaddiq is a former Ernst & Young country partner who is on the board of Shetty-controlled
Finablr. Thus, we do not believe he is truly independent. Jonathan Bomford, meanwhile, is also
a former Ernst & Young partner, and he also serves on the Finablr board. These NMC directors
remind us of the board of Sino Forest, which we once called “the retirement plan for former
Ernst & Young partners”.55 (In our view, the cozy relationship between these former EY
partners and Sino-Forest’s then-auditor – EY – contributed to a lack of rigor in the audit.)
Other current and former members of the board also exhibit strong ties to the controlling
shareholders of NMC. Ayesha Abdulla was previously CEO of Dubai Healthcare City, which
launched Shetty’s BR Medical Suites. Ex-board member Dr. Nandini Tandon even describes
BR Shetty as a mentor and co-founded Tenacity Group with Shetty.56 Despite her ties to NMC’s
founder, she resigned from the board in February 2019 “with immediate effect.57
Despite these entanglements, NMC Group’s controlling shareholders claim their relationship
agreement “includes provisions to ensure the Board remains independent.”58,59
Meanwhile, the Chair of NMC’s Audit Committee, Lord Meade, has no apparent accounting
experience. He was Chairman of Eurasia Drilling, where he recommended a buyout by the
majority oligarch shareholders while sitting on the board of another of the buyers’ portfolio
companies, Soma Oil & Gas.60 Soma Oil & Gas was itself subject to a Serious Fraud Office
investigation into alleged bribery and corruption in Somalia.
Management and insiders have been selling staggering quantities of shares
In the past two years, we estimate insiders have monetized £1 billion, net, via selling, collaring,
and pledging stock. Of this, £45 million was outright share sales by insiders. We calculate that
BR Shetty realized an approximate £250 million from the collar transaction he put on his shares.
And finally, Khalifa Bin Butti and BR Shetty’s share pledges approximated £700 million.