Did Steinhoff’s CFO jump ship, or was he pushed?

Steinhoff recently issued a terse statement: “Philip Dieperink will step down, by mutual consent, from both his membership of the Management Board of Steinhoff and as CFO on 31 August 2019 after the 2019 AGM. Following a handover period, he will leave the Steinhoff Group on 31 December 2019. Philip will be succeeded as CFO by Theodore de Klerk, currently Operations Director and member of the Management Board.”

For the CFO to be stepping down in the midst of Steinhoff fighting for its survival is a surprise indeed.

Dieperink’s early career

Dieperink (BCom (Hons), CTA, CA(SA), H Dip Tax), joined Deloitte & Touche in 1980, and transferred to the tax division, specialising in corporate and international tax planning. He was made partner in 1987.

In the interests of transparency, in the 1980s I served a couple of years in the Arthur Young (Ernst & Young) tax department, and joined the Deloitte tax department in 1988. The relationship between me and the various tax partners was one of mutual dislike.

Those were the heady days of tax planning – plantation schemes, film schemes, horse breeding schemes, arbitraging the financial and commercial rand, investing offshore via complex opaque structures to hide the tainted origin of South Africa, establishing offshore ‘blind’ trusts, setting up corporate structures to enable wealthy South Africans to transfer money offshore via a dividend, over-invoicing to get money offshore, offshore slush funds, and transferring intellectual property to foreign domiciled companies (usually in a tax haven).

This was the era before South Africa introduced worldwide taxation, and it was heaven for taxation cowboys. It was the era of junk bonds and leveraged buyouts. This was also an era that presented an opportunity to be schooled in basic tax avoidance 101.

I am not saying that Dieperink (nor Deloitte/Ernst & Young) were involved in any nefarious tax planning on behalf of clients, I am merely painting a picture of the tax environment at the time. When I joined the South African Revenue Service (Sars) in 1996, I uncovered mind-blowing tax schemes I did not know existed (as mentioned, I had learnt the basic tools of tax avoidance) – and this hardwired me for the next 20 years.

Joining Steinhoff

Dieperink briefly joined Murray & Roberts in 1996 (as international financial manager and group tax advisor), and moved to Unitrans in 1997 as financial director. The Steinhoff Group purchased Unitrans in 2007. Dieperink relocated to the United Kingdom to assume the position of chief financial officer of Steinhoff UK Holdings Limited. He also served on the board of directors of Steinhoff Asia Pacific Limited and Cofel. He was appointed as chief financial officer (CFO) and member of the management board of Steinhoff International Holdings NV (Steinhoff) on April 20, 2018, for a period of four years, and as non-executive Director of Steinhoff Africa Retail Limited on July 30, 2018. 

De Klerk

Theodore de Klerk (BCom (Hons), CTA, H Dip Tax, CFM) joined Steinhoff in 2003. He was CEO of SteinBuild from 2008 to 2015. He currently serves as a director of several Steinhoff operating companies, manages a number of strategic projects on behalf of Steinhoff, and is a non-executive director of KAP Industrial Holdings Limited.

Steinhoff’s risks

Steinhoff’s biggest risks are its debt levels, cash management, ongoing litigation, and its uncertain tax position, referred to by Steinhoff in its 2018 annual report as the unforeseen tax liabilities.

These would include:

• Transactions that substantially inflated the profit and asset values of the group;
• Complex/fictitious/irregular transactions;
• Tax implications arising from accounting irregularities;
• Tax implications arising from the country voluntary arrangements (CVAs);
• Possible transfer pricing transgressions; and
• Possible tax avoidance (although legal, could be subject to penalties) or tax evasion schemes (criminal).

Tax risks straddle accounting, operational, financial and legal risk, and this surely requires specialist skills.

At this stage, the uncertain tax liability could be the torpedo that ultimately sinks the ship.

Taking into consideration Steinhoff’s precarious tax position, and the possible financial ramifications, surely all hands should be on deck?

Dieperink is an international tax expert, with vast in-depth experience of the financial workings of the group. He has the skills and experience to navigate the financial and tax risks to the group, as well as give guidance in unravelling the complex structures put in place by former Steinhoff International CEO Markus Jooste and his cohorts. Will De Klerk, at age 49, not be somewhat stretched at taking on this weighty challenge?

Steinhoff’s Sens statement is inadequate, uninformative, and gives rise to many questions and negative connotations. Dieperink was appointed to the management board of Steinhoff until 2022. Stepping down “by mutual consent” doesn’t cut it. Then again, this is Steinhoff. Have no expectations …

The author holds shares in Steinhoff

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