After a complaint, LBWF’s legal eagle, Mark Hynes, rules that Cllr. Anna Mbachu’s register of interests is compliant, but inevitably questions remain

Some weeks ago, on 6 April 2022, I complained to LBWF Director of Governance and Law, Mark Hynes, that Cllr. Anna Mbachu’s register of interests (RoI) did not make reference to the fact that she was a director of Anna Mbachu Educate Orphans and Support The Widows Ltd. (company number 12321223), incorporated on 19 November 2019, and Association of British Nigeria Councillors UK Ltd. (company number 12956092), incorporated on 16 October 2020.

On 11 May, after some further correspondence, Mr. Hynes delivered his final verdict.

Cllr. Mbachu, he stated, did not need to declare the two directorships, and so had not transgressed in any way. 

However, as is often the case in Waltham Forest, beyond these simple facts lies a fairly complicated sequence of twists and turns, which is worth looking at in detail, not only because it is quite amusing, but also because it shows how difficult it can be to pin LBWF down.

The story starts on 5 May this year, when Mr. Hynes forwarded his first substantive response to my complaint.

In it, he drew attention to the LBWF Code of Conduct Appendix 3, which lists the pecuniary interests that councillors have to declare, and highlighted a section headed ‘Securities’ (meaning, normally, shares).

This, he pointed out, required that ‘Any beneficial interest in securities of a body’ must be declared if ‘that body (to the member’s knowledge) has a place of business or land in the area of the relevant authority’. 

And, he continued, since Cllr. Mbachu’s two directorships were with companies registered, respectively, in Maidenhead and Edmonton, that meant she was compliant with the regulations.

His comments, to say the least, were very surprising.

On a relatively trivial level, Mr. Hynes had mixed up Edmonton with Islington; while his e-mail was written in a perfunctory, even offhand, style that made it quite hard to decipher.

But of far more importance was the fact that raising the issue of securities made no sense, simply because in the two companies where Cllr. Mbachu was a director…there weren’t any.

For as a quick check with Companies House immediately confirmed, both Anna Mbachu Educate Orphans and Support The Widows Ltd. and Association of British Nigeria Councillors UK Ltd. were officially classified as private companies ‘limited by guarantee without share capital’ [emphasis added].

Accordingly, I e-mailed Mr. Hynes, included screenshots of the Companies House listing, and pointed out the facts. 

However, in reply, he just repeated himself, writing:

‘The directorships only need to be declared in relation to companies operating within the Borough as my earlier response made clear. The two companies you refer to (and as evidenced by the screen shots below which you have provided) are registered in Islington and Maidenhead respectively, and so are outside of the Borough’.

This was getting embarrassing, so in a final throw of the dice, I sent another e-mail, this time setting out the legal position, and quoting the Schedule attached to the Localism Act that contains the definitive guidance concerning pecuniary interests.

Mr. Hynes reply was unexpected.

Gone was any reference to securities or where the two companies were based, and in their place was a wholly new argument.

Mr. Hynes attached a downloadable document headed ‘Notes to completing the Register of Interests Forms’ (hereafter ‘Notes’) and pointed out that it explicitly advised ‘Non-remunerated directorships’ need not be declared.

And as Cllr. Mbachu had ‘confirmed’ to him that the directorships she held fell ‘into that category of being non remunerated’, he was in no doubt she was in the clear, and that was the end of the matter.

So much for the story of Mr. Hynes’ investigation.

The obvious question to ask is: did he get there in the end? In other words, is his second explanation significantly more credible than his first?

One issue that remains unresolved is the status of the ‘Notes’ document. For examining it more closely reveals that it is undated, unsigned, and written on plain rather than headed A4; and not cross-referenced or mirrored in the current LBWF Code of Conduct Appendix 3.

Moreover, as the document’s ‘properties’ show, the version that Mr. Hynes forwarded had been produced as well as modified on the day that it was sent.

Questioned further, Mr. Hynes has retorted that ‘Notes’ is an internal document for councillors, and he doesn’t know ‘when it as [sic] created’, which is hardly reassuring.

Second, it does not appear that Mr. Hynes always has been consistent in his judgements, a point that can be illustrated by widening the focus to look at the full run of Cllr. Mbachu’s RoIs from 2018 onwards. 

One interesting finding is that in September 2018, Cllr. Mbachu declared a directorship at ‘Educate Orphans & Support Widows Ltd’ as a pecuniary interest.

How can this be?

The basic facts are clear. Anna Mbachu Educate Orphans And Support Widows Ltd. (company number 11194882) existed prior to the company of the same name discussed in earlier paragraphs, being incorporated on 8 February 2018 and compulsorily dissolved on 16 July 2019; and (like its successor) was registered to an address outside the borough, and constituted as a ‘Private company limited by guarantee without share capital’.

What’s much less clear is why, using Mr. Hynes’ logic, this directorship should have been declarable. It is possible that Cllr. Mbachu was taking remuneration, but this seems very unlikely, since though company number 11194882’s demise occurred before the deadline to file its first set of annual accounts, whether it had ever traded is doubtful.

More recent changes to Cllr. Mbachu’s RoIs are also worthy of note, not least because they introduce an element of knock about.

When I first complained to Mr. Hynes on 6 April 2022, Cllr. Mbachu did not declare any non-pecuniary interests

but five days later, on 11 April 2022, her RoI had changed to this

which a day later became this

which is as it is today.

In correspondence, Mr. Hynes has made no reference to this sequence, but it does require explanation, for the following fairly obvious reason.

To repeat, Cllr. Mbachu took up directorships of Anna Mbachu Educate Orphans and Support The Widows Ltd. (co. no. 12321223) on 19 November 2019, and Association of British Nigeria Councillors UK Ltd. (co.no.12956092) on 16 October 2020.

And it’s now agreed, as the screenshots show, that these are declarable non-pecuniary interests.

So why were they not declared before 11 April 2022?

Other than the fact that I submitted a complaint on 6 April, what else of material significance had changed?

It’s crossed my mind to ask Mr. Hynes about this, but given the history already recounted, would there be any point?

The famous passage from Through The Looking Glass comes to mind:

‘“When I use a word”, Humpty Dumpty said, in rather a scornful tone, “it means just what I choose it to mean – neither more nor less.” “The question is”, said Alice, “whether you can make words mean so many different things”’.

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