Dow Chemical CEO Andrew Liveris, who oversees a $58 billion company, was charged in a secret report by the company’s former chief auditor with using his position to finance a lavish lifestyle, help friends and families and a charity that gained him acclaim in Greece.
The assertions came from Doug Anderson and were detailed in an investigative report by the Reuters news agency in findings that cast a cloud over one of the Greek-American community’s biggest success figures, a man who has had the ear of Presidents and Greek Prime Ministers.
The agency said it had seen a raft of information in court documents as well as from Anderson’s two-page memo, dubbed “DOW CONFIDENTIAL” he sent to Liveris on July 31, 2013, warning that what he’d found could put the company in peril of wrongdoing and concerns that shareholders and U.S. regulators were being misled.
It wasn’t the first time that such charges were aimed at Liveris, 61, as at least three other Dow employees, who, like Anderson have the company, said the CEO was misusing his position for fame and personal gain.
Earlier, the company’s former fraud investigator, Kimberly Wood, made similar allegations about Liveris in suits filed in state and Federal courts. She worked for Anderson during his nine years as the top auditor.
In 2011, Dow disclosed that Liveris had reimbursed the company $719,923 for expenses incurred from 2007 to 2010. Its annual proxy statement offered no details about the expenses, beyond characterizing them as “not primarily business related.”
In her lawsuits and OSHA complaint, Wood gave a laundry list of questionable spending by Liveris, including a safari; hundreds of thousands of dollars for Super Bowl parties; and $13,000 in uniforms for his son’s basketball team.
Wood claimed that internal auditors identified $13 million in cost overruns on the renovation of the company-owned hotel H involving the CEO’s wife, Paula Liveris. Wood also claimed that the company was its $16 million contract with a consulting firm to channel money to a charity co-founded by Liveris – a claim that Dow’s lawyers called “shrill,” “reckless” and “utterly unsupported.”
H HOTEL OVERSPENDING
Dow initially said it would fight the suits it characterized as “reckless” claims from a “disgruntled” former employee but then settled with her in an agreement with a confidentiality clause gagging her from talking about it further.
The findings also indicated Liveris was vindictive toward complainants and tried to stifle criticism and dissent. He allegedly told top Dow executives that it was “time for retirement” for a manager who had voiced concerns about the hotel cost overruns, according to emails included in Wood’s OSHA complaint.
Dow’s chief counsel, Charles Kalil, replied to Liveris the next day: “Remind me never to piss you off,” the document showed, Reuters said. In his deposition in the Wood lawsuit, Anderson said that Kalil, one of the company’s highest paid employees, told him to look the other way when it came to Liveris’ spending and to “let these things go.”
Dow snapped back although it wasn’t said if it was at the direction of Liveris. In a response to Wood’s OSHA complaint, the company didn’t deny that Paula Liveris had a big hand in the H hotel renovation but said nothing was unlawful about it.
“Simply put, federal law does not prohibit corporate renovation projects from running over-budget,” the company’s lawyers wrote. “Nor do they prohibit executives’ spouses from being involved in such projects.”
The documents reviewed for this story include more than 1,000 pages from Wood’s federal and state lawsuits. Hundreds of other documents that are part of her OSHA complaint were obtained through the Freedom of Information Act.
Reuters also reviewed the sworn testimony given by Anderson, as well as Dow’s rebuttals to Wood’s allegations – information that has never been made public.
Anderson said he became disillusioned about what investigators found and retracted his own reports of the audit committee that had glossed over the spending practices because he said he feared he was vouching for inaccurate reports.
Reuters contacted him but said he also couldn’t talk because of an agreement he too signed with the company not to speak ill about Dow.
His confidential memo though he was fearful about possible “errors in tax and proxy reporting,” which are scrutinized by the U.S. Securities and Exchange Commission and are required by law to be correct.
Anderson acknowledged in the memo that his concerns came from information that he heard “first, second, and third-hand.” In at least one of the seven matters he cited – the renovation of Dow’s H Hotel – an independent auditor determined that the company had broken no rules.
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