BCB Holdings broke London Stock Exchange rules by failing to declare all the directorships held by Andrew Ashcroft, son of the Conservative party donor Lord Ashcroft, The Independent has discovered.
Mr Ashcroft replaced his father on the board of BCB Holdings, the peer's AIM-listed Caribbean banking business, last year and the company was required to disclose all other current and recent board memberships at that time.
Although it declared seven existing directorships and two more where he had sat on the board within the previous five years, public records from the Turks and Caicos Islands (TCI), where Mr Ashcroft is based, show that he had also been a director of another company that BCB Holdings did not reveal.
A document from the TCI's Financial Services Commission shows that Mr Ashcroft was appointed director of Reef Development Company Ltd on 7 September, 2010. His fellow board members were Peter Gaze and Phillip Osborne, two of Lord Ashcroft's long-time business associates and both board members of BCB Holdings.
Eighteen months ago, BCB Holdings was also revealed to have made incomplete disclosures of Mr Osborne's outside business interests, after an investigation by the BBC's Panorama programme.
AIM's rule book requires that when a company appoints new directors, it reveals the names of all companies and partnerships where they have been a director, going back five years. The rules are designed to give investors complete information about board members' outside interests and the ability to police potential conflicts of interest.
Mr Ashcroft joined Belize Bank, a BCB Holdings subsidiary, in 2002 and, after a period at head office in Belize, transferred to the TCI to become the managing director of British Caribbean Bank Ltd, Lord Ashcroft's bank there. He stepped down as a director of BCB Holdings after less than six months because the TCI operations were spun off.
Lord Ashcroft's bank in the TCI financed a decade-long construction boom that turned sour during the financial crisis when tourism collapsed and the country was beset by political scandal. The British Foreign Office suspended the islands' government and imposed direct rule in 2009 after a commission of inquiry found widespread corruption by ministers, including the former Prime Minister Michael Misick.
Lord Ashcroft and his son were not accused of any wrongdoing by the commission. The peer is taking legal action against the previous owner of The Independent over two reports on his business interests in the TCI from November 2009.
It is not clear from the registration document what Reef Development Company Ltd's business was, or was intended to be. It was created in April 2010 with Mr Gaze and Mr Osborne as directors, with Mr Ashcroft joining only later in the year. The Independent has passed the document to the London Stock Exchange for examination. Cenkos Securities, nominated adviser to BCB Holdings, is also investigating. Mr Ashcroft and BCB Holdings did not respond to requests for comment.
The Stock Exchange can impose sanctions, including public censures and fines, on companies found to have broken AIM rules. The severity of the punishment depends on the nature and seriousness of the breach, and on the general compliance history of the company.
BCB Holdings put out what a Stock Exchange spokesman called a "corrective announcement" in 2009 after Panorama discovered two directorships that Mr Osborne should have declared when he joined the company board in 2007, plus a further one which he took on later in the year that was also not disclosed to shareholders.