CHAPTER 22 – MALCOLM BRINDED OBE, VICE-CHAIRMAN, ROYAL DUTCH SHELL GROUP
We were delighted with what had been unearthed by John’s efforts and thought that Shell would likely throw in the towel. Just in case they were unaware of all of the material, we wrote to Shell senior management, including Mr Malcolm Brinded, who had taken over from Dr Fay as Chairman of Shell UK Limited while retaining his title of Managing Director of Shell UK Exploration & Production (the UK’s largest offshore operator).
Mr Brinded, a former Conservative Party policy advisor, is now a Group Managing Director of the Royal Dutch Shell Group and Vice-Chairman of the Committee of Managing Directors. By way of background information, he was seconded to the Tory governments Department of Energy from 1982-84 and on returning to Shell, was responsible for job-cutting exercises throughout different sectors of the Royal Dutch Shell Group. Mr Brinded was more recently appointed by UK Prime Minister Tony Blair to the Oil and Gas Industry Task Force
We supplied Mr Brinded with details about the corrupt practices at Shell UK revealed in the discovery documents. We were convinced that Shell senior management would be compelled to intervene and shake up Shell UK. It certainly seemed that our activities might have contributed to Dr Fay being ousted. We also felt that the evidence would nail Mr Lazenby in Court. That just showed how ignorant we were about litigation. It is one thing having damming documentary evidence and quite another to be able to introduce it in Court.
I eventually wrote the following letter to Malcolm Brinded on 18th January 1999.
FROM SHELL SHAREHOLDERS ORGANISATION
Mr Malcolm Brinded
Shell UK Limited
London WC2R ODX
Dear Mr Brinded
I am writing to you regarding an unresolved and no doubt unwelcome problem that you have inherited from your predecessor. I refer to the “Don Marketing Saga”.
Since you are starting with a clean slate on these matters, I want you to know that contrary to whatever you may have been told by Dr Fay, we are reasonable people who have always gone to great lengths to avoid becoming embroiled in litigation. We enjoyed a mutually successful, friendly and trusting business relationship with Shell for over a decade before hostilities commenced.
Time and time again, we have been placed in the position of having to sue Shell or abandon legitimate claims. On every occasion that we have brought a claim to Shell’s attention, your lawyers have rejected them as being totally without merit. Despite the obvious merit of each claim, they consistently opted to play hard ball in the hope that we would give up.
When I publicly challenged Sir John Jennings at the 1995 AGM about the lack of any fair process to deal with disputes, he made the point that “it takes two to tango”. When we spoke to him after the AGM we advised him that it was Shell UK, not us, that was not prepared to tango. We actually made more progress in the few minutes spent with Sir John Jennings than in the previous two years of acrimonious discussion with Shell UK. All that was required was some commonsense on both sides.
At the time when my son, John Donovan, wrote to Dr Fay in respect of the SMART claim, he proposed that the matter be discussed and resolved privately. Dr Fay declined the invitation and threw us to the legal wolves at DJ Freeman. We still tried to avoid litigation and agreed to await the preparation of a report by DJ Freeman.
For several months, while discussions were continuing, we voluntarily kept the matter confidential because we did not want to jeopardise Shell’s prospects of signing up SMART partners. When eventually DJ Freeman had assembled the evidence and interviewed witnesses, it was clear that the process had strengthened our claim.
Nonetheless, DJ Freeman subsequently ignored independent expert witness opinions, including one obtained from Professor Steve Worthington, who is probably the worlds leading authority on loyalty schemes, and informed us that our claim was “doomed to failure”. When they then engaged the services of sleazy undercover investigators, all hell broke loose. Faced with hard ball tactics yet again, I have responded accordingly.
Quite frankly at the age of 81 I would ideally prefer to be snoozing in my favourite chair, than spending most of my time fighting Shell. It is not good for me and it is not good for Shell. In this connection, I enclose copies of the next two leaflets in the pipeline. Both will be circulated in London and The Hague next week i.e. the week commencing 25th January. I also enclose a copy of a self explanatory draft letter to the Lord Chancellor’s Department, which will be finalised, before my departure to the Netherlands next week.
The main message that I want to get across to you is that I would need very little encouragement to end my activities. Shell would not need to capitulate in any way. Although there is no prospect of my son abandoning his SMART claim, given a modicum of common sense on both sides, matters could be dealt with in a less confrontational way. The undercover agents could be dispensed with and my campaign could be brought to an immediate end.
All it would take is a successful outcome to “without prejudice” discussions between my son and Mr Richard Wiseman. I believe that both have acquired some genuine respect for each other during the past disputes and could agree a way forward that would be advantageous to Shell shareholders, as it would minimise legal costs and the damage to Shell’s reputation. It could also help to stem the deterioration in Shell staff morale. Despite the collapse of previous confidentiality agreements it would not be beyond the wit and wisdom of Richard Wiseman and the respective lawyers to construct a new agreement that would stand the test of time, given sufficient incentives and penalties.
I suspect that what ever way forward was agreed, both sides would want discovery and the exchange of witness statements to be completed and the trial date to be retained. From our perspective, we believe that the “good prospects of success” assessment made by leading Counsel over a year ago will be upgraded by further important evidence which has come to light, even though it was buried in a mountain of discovery furnished by Shell. My son believes that no one had previously given the same degree of scrutiny as he did over several days at the offices of DJ Freeman. The new evidence shows a definite pattern and practice of unethical conduct by the relevant Shell manager. My son will be contacting relevant parties to obtain their testimony.
Please note that despite the additional discovery, the situation remains that only one proposal exists, which describes the SMART consortium scheme. It is the one that DM put to Shell UK in strictest confidence. The evidence shows that it was last discussed with a Shell manager, Mr Andrew Lazenby, towards the end of November 1992. It also shows that early January 1993, Mr Lazenby briefed another agency to produce a scheme that was fundamentally identical.
Aside from DM’s proposal, the January 1993 brief was the first time in the entire Shell discovery that there was any evidence of a valid blueprint for the promotion. Given the proximity of the two dates – late November 1992 and early January 1993, and the specific agreement he reached with two representatives of Don Marketing during the November meeting, whichever way the matter is assessed Mr Lazenby undoubtedly acted improperly.
If you decided to discuss a settlement in the light of the additional evidence (or put the dispute to mediation), there will be no question of holding Shell to ransom. My son would accept the recommendation of a suitable independent third party, for example an international licensing agency, in relation to fair compensation. Settlement funds could be released over a period of several years to tie in with any confidentiality agreement.
As you are no doubt aware, you have already settled in our favour three High Court actions that DM brought against Shell UK. Your lawyers have made the fair point that the cases were not heard in Court and consequently no determination was made on the merits of the claims. Nonetheless, the mere fact that Shell chose to settle them confirmed an acceptance of wrongdoing by Shell. This conclusion is reinforced by: -
1. The apologies made by Richard Wiseman on behalf of the board of directors of Shell UK to Don Marketing on two separate occasions in the presence of my son’s solicitor, Mr Richard Woodman. On the first occasion, a meeting held at Shell-Mex House on 14th June 1996, Richard Wiseman pointed out that Dr Fay was the only Director still remaining from the board that was in place at the time the alleged misdeeds occurred.
2. The letter of apology that Don Marketing received from Dr Fay. It has become apparent that the letter was prompted by the mediators who considered the submissions made by both sides and interviewed the main witnesses including Mr Lazenby, the Shell manager at the center of all of the claims.
3. The fact that Richard Wiseman and Mr Colin Joseph (of DJ Freeman) admitted in an interview with a journalist that DM’s claims had genuine merit. The interview was recorded by Shell and by the journalist. I recommend that you listen to the recording, which covers a number of relevant subjects. We will be seeking a copy.
If you feel that it might be worthwhile in the light of this letter for both sides to talk, I would happily end all campaigning activity including the website and the Shareholders Organisation, so as to give commonsense a chance.
Shell Shareholders Organisation
THE REPLY FROM MALCOLM BRINDED
From M.A. Brinded, Managing Director, Shell UK Exploration and Production,
Strand, London WC2R ODX
Mr. Alfred Donovan
Shell Shareholders Organisation
St. Andrews Castle
Bury St. Edmunds
IP33 3PH 27th January 1999
Dear Mr. Donovan,
Thank you for your letter of 18th January. I am familiar with the litigation relating to SMART and the background to this matter. I believe that it is not appropriate or constructive for me to engage in direct communication with you on this issue and, as previously advised by both Dr. Fay and Mr. Moody-Stuart, I would ask that all future communication is conducted through the proper legal channels.
We had further dealings with Malcolm Brinded a few months later at the 1999 Shell AGM. Prior to the AGM, Sheila Gee, a Shell station licensee who represented a number of current and former licensees of Shell sites, had approached John. We had circulated a leaflet on their behalf at Shell HQ buildings. It stated as follows: -
RETURN OF THE ROBBER BARONS
I hope that Shell UK is thoroughly ashamed at the articles published in the January 1999 edition of Forecourt Trader concerning its relationship with Shell station operators.
We knew from our recent retailer survey of over 1500 Shell stations that all is not well. 55% of respondents said that Shell UK operates in an unethical manner. 50% said Shell’s STATEMENT OF GENERAL BUSINESS PRINCIPLES is a sham.
Shell did not take up our public challenge to commission and publish the results of independent research asking the same questions and offering respondents GUARANTEED anonymity. We now know the reason why. They have good reason to avoid taking any action that would further confirm the disgust in which they are held by a growing number of Shell retailers.
Forecourt Trader reports that it has been contacted by a number of Shell retailers who have a list of serious grievances against Shell. All insisted on remaining anonymous apparently out of fear of reprisal by Shell. They complained that Shell’s actions were rendering their businesses unprofitable. In other words, Shell’s greed is sending them broke.
Forecourt Trader was so concerned that it conducted its own poll of Shell operators. It has published their comments, all of which strongly criticised Shell. Again, none wanted to be identified. According to the report, Shell actually has a quick-response team ready to take over sites where the operators have given up and handed back their keys. Apparently “the team is stretched to breaking point”. That situation alone speaks volumes. Despite the overwhelming evidence to the contrary, Shell denies that there are problems.
A number of Shell station operators have contacted us during the period of my families’ problems with Shell. They have made very serious allegations, including for example, that Shell is evil and immoral. Such is the apparent degree of intimidation by Shell that most have insisted on remaining anonymous.
One has however been prepared to go on the record. Former Police Officer, Mr Patrick Bradshaw, from Hayes in Middlesex, had a long business relationship with Shell. He operated a number of Shell stations. He has written to Mr Mark Moody-Stuart, Chairman of the Royal Dutch Shell Group, alleging that Shell UK robbed him of his livelihood due to the underhand manner and deceit of Shell UK management. He also mentioned in his letter the “bully boy tactics” that we have become so familiar with during the tenure of Dr Fay, the “feudal baron” Chairman of Shell UK who has suddenly opted for “retirement”.
As a result of the stress brought about by Shell’s actions, Mr Bradshaw was left in a distressed state, both physically and financially. I note that the term “distressed”, was used by Forecourt Trader in relation to the feelings of the operators still being exploited by this unsavoury oil giant.
Mr Bradshaw has given me permission to publish extracts from a letter that he has sent to Mr John McDonnell MP. In the letter, he says: “I feel that I have been treated totally unfair by a large multi-national company that has the power and the finance to push me aside. Management can falsify the truth without a moment’s hesitation…” He mentions “Shell’s ruthlessness and cheating practices” and also states “Shell’s bad reputation stems solely from the actions of its senior management”.
It appears historians were wrong in believing that the “robber baron” age had ended. Oil baron Shell self-evidently operates oppressively and exploitatively, using the ancient tactics of fear and intimidation against the modern day equivalent of the peasant - small traders being forced to operate on the breadline. That is the unpalatable truth of the matter.
The HQ of Royal Dutch Petroleum, the effective owner of Shell UK (with a 60% shareholding in the Royal Dutch/Shell Group) is located in The Hague, a city renowned throughout the world as being a beacon of justice. It is therefore ironic that Royal Dutch Petroleum is continuing to allow the unscrupulous actions of the British owned (40%) of the Anglo-Dutch group to destroy the reputation of the Shell brand.
Published by Alfred Donovan – Chairman, Shell Shareholders Org.
St Andrews Castle, Bury St Edmunds, IP33 3PH. Tel: 0411 526 769.
Fax: 01284 760529 Website: www.shell-shareholders.org
As Shell had not settled their grievances the disgruntled Shell licensees wanted to make representations at the Shell AGM, but had no way of getting into the meeting. As a Shell shareholder, John happily furnished them with official passes. Pat Bradshaw and his wife and Sheila Gee, and her husband, were among those present.
While speaking to the group outside the swing entry doors, John was approached by Malcolm Brinded. He recognised John even though they had never met and shook him warmly by the hand despite the fact that the trial was only a couple of months away.
Mr Brinded then went into the conference centre. John noticed that Brinded was dispatched by Richard Wiseman around the conference centre like a radio controlled PR man to meet and greet VIP visitors. Mr Brinded, who had then only recently taken over from Dr Fay as Shell UK Chairman, was obviously very dependent on the wily Mr Wiseman who had considerable experience of Shell AGM’s.
John advised the Shell retailer group that one of them should raise a question in the Q & A session and ask to meet the Chairman, Sir Mark Moody-Stuart, after the AGM (as per our successful strategy with Sir John Jennings). This duly happened and the whole group had a meeting at the AGM with Sir Mark Moody-Stuart, Malcolm Brinded and several other Shell officials. It was agreed that an investigation would be made into their complaints and further meetings held. Sir Mark Moody-Stuart agreed that they could contact him if they so wished.
All these years later their grievances have still not been resolved. Sheila Gee has had to overcome all of the legal barriers that Shell lawyers have put up (as usual) to try to drain the financial resources and courage of a weaker opponent. However, in 2002, Sheila triumphed in the Court of Appeal when three Judges ruled in her favour in regards to a legal technicality raised by the Queens Counsel representing Shell, Mr Andrew Hochhauser. Lord Justice Scott Baker, Lord Justice Sedley, and Lord Justice Simon Brown all ruled unanimously in her favour. Their Lordships decision brought Sheila back to square one in that she is now allowed to proceed with her original legal action against Shell. It has taken all this time, plus great effort and incredible courage on her part just to overcome the legal obstacles thrown up by Shell lawyers.
With hindsight, the direct discussions in 1999 facilitated by my son John with the then Royal Dutch Group Chairman, Sir Mark Moody-Stuart, and Shell UK Chairman, Malcolm Brinded, unfortunately, but perhaps predictably, proved to be a complete and utter waste of time for Sheila and her colleagues. The promises made by Brinded for a fair investigation proved to be worthless.
A copy of a self-explanatory letter which John wrote to Malcolm Brinded following his discussion with him at the 1999 AGM is printed overleaf: -
19th May 1999
Mr Malcolm Brinded
Shell UK Limited 17 Pages by Fax Only To:
Shell-Mex House 0171 257 3939
Dear Mr Brinded
I am grateful to you for the friendly approach that you took during our brief discussion at the AGM. Mr Wiseman will confirm that you are perfectly free to discuss or correspond with me regarding the pending trial without either of us breaching any sub judice rules.
Before I turn to the SMART claim, I would just like to say that I was pleased to learn that you will be looking into the grievances of the former and current agent operators who contacted me. They seem to be decent hard working people. I understand that Mr Moody-Stuart has asked to be kept informed. I will have no further involvement in the matter.
As you may be aware, all of our current and past litigation revolves around Mr Andrew Lazenby. We have alleged in the current case that Mr Lazenby deliberately misused confidential information supplied to him in good faith. I know that it must seem unlikely to you that a Shell Manager would behave in this way. If I did not know the background I would think the same.
I could point you to all the relevant evidence in documents and witness statements and describe the history in depth. However, I know you are busy and have little time to read lots of paperwork. I have therefore decided to enclose just two documents. I do hope you will read them.
They are witness statements from highly reputable independent people. One is from Mr Mike McMahon and the other from Mr John Armstrong-Holmes. I traced these gentlemen recently after finding information about them in the discovery documents supplied by Shell. Please note when reading the statements the Options to which both make reference must be the one Shell took from Don Marketing – there is no suggestion that Shell ever took any other Option on a loyalty scheme.
In the concluding paragraph of his Witness Statement, Mr Lazenby testifies to the “unreserved support” that he has “received from Shell management to the highest levels”. I can draw only one conclusion. Shell senior management at the highest levels cannot possibly be aware of the self-incriminating documents written by Mr Lazenby, which provide a definitive answer to the question mark over his honesty and scruples, which has been the fundamentally important core issue in all of our claims.
Although you have probably been led to believe that Mr Lazenby is an innocent victim of an obsessive serial litigant, the truth of the matter is that Mr Lazenby used underhand business practices during the Smart project on a “predatory” basis, exactly as Mr Armstrong-Holmes has stated. The Shell documents provide absolute proof. Mr Lazenby is convicted by his own words.
I would be grateful for your permission to supply a copy of this letter and the attached document to Mrs Judy Moody-Stuart, who has recently been in correspondence with my father at her own initiative. Mrs Moody-Stuart is aware that I am making this request. As a result of her intervention, my father decided to cease all campaigning activity on 7th May pending the outcome of the trial. The websites have also been suspended as a result of the same development.
THE WITNESS STATEMENT OF JOHN ARMSTRONG-HOLMES
Printed below is the Witness Statement of Mr John Armstrong-Holmes as supplied to Mr Brinded. Mr Armstrong-Holmes stood by his testimony even when later under intense cross-examination by Geoffrey Hobbs QC in the High Court.
I, JOHN ARMSTRONG-HOLMES of (address not published) WILL SAY AS FOLLOWS:-
Approach to Shell UK
Meeting with Andrew Lazenby at Shell-Mex House
9th April 1999
END OF WITNESS STATEMENT
Mr Armstrong-Holmes subsequently confirmed his evidence under oath in the witness box.
Royal Dutch Shell Group Chairman, Sir Philip Watts, had been aware for some time how Mr Lazenby deliberately cheated and deceived a host of people like Mr Armstrong-Holmes who disclosed business ideas to him in good faith. Information about this was supplied in writing to Sir Philip Watts some years ago by my son.
Sir Philip was also aware of the peace treaty breach by Shell Legal Director Richard Wiseman as he was copied on some of the correspondence, including the notification of the repudiatory breach. Like Mr Brinded, Sir Philip Watts was also supplied with a copy of the draft manuscript of my biography by Mr Wiseman. Sir Philip did not take up the invitation to point out any inaccuracies so that any needed amendments could be made.
Sir Philip was therefore aware of all of these events including the covert operation involving outright deception which was carried out on behalf of Shell. It is telling that although sleazy Shell solicitors DJ Freeman were cornered by John’s lawyers into admitting that they hired the relevant undercover operative, neither Sir Philip nor anyone else at Shell has ever apologised to me or my son for this wrongdoing.
Sir Philip Watts or Malcolm Brinded could have intervened and put things right if they had wanted to do so. Dr Fay demonstrated some good grace by issuing an unsolicited letter of apology for the earlier inappropriate behaviour by Shell in its dealings with my son and me. It is not too late for Shell Management to make a similar peace offering. However at the age of almost 87 I obviously cannot hold my breath for very long. I suspect that under the circumstances Shell will be waiting and hoping for a different final solution.
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