As Russian software company Luxoft prepared to offer shares on the U.S. stock market, its executives turned to a well-known U.S. diplomat.
Thomas Pickering, a former U.S. ambassador to Russia who also served as undersecretary of state for political affairs under President Bill Clinton, agreed in May 2013 to be a director of Luxoft Holding Inc. a month before the company’s debut on the New York Stock Exchange.
The relationship between Luxoft and Pickering, whose diplomatic career spans six presidents and four decades, is detailed in the massive Panama Papers leak and comes amid a global debate over the role of offshore companies. Luxoft is incorporated in the British Virgin Islands.
Pickering is the highest-level former U.S. official to be identified as involved in a Panama Papers offshore company so far. The papers, which were leaked from the Panama law firm Mossack Fonseca to an international group of reporters, including the International Consortium of Investigative Journalists and McClatchy, have already revealed that former and current world leaders had offshore companies and have led to criminal inquiries around the globe, including in the United States.
However, nothing appears illegal or unethical about Pickering’s role, experts said. Pickering said in an interview that he had disclosed his role on Luxoft’s board to the State Department as required under government ethics rules.
“I disclosed about 150 interests, including that I was on this board,” he said. “It is a Russian company and – obviously for tax reasons or otherwise – incorporated itself in Tortola, the British Virgin Islands. That I knew. And I didn’t see any problem with that.”
He also said he’d donated his compensation from the company to charity.
Luxoft declined to comment. “As a public company we do not respond to unsolicited enquiries of this nature,” Natasha Ziabkina, general counsel of Luxoft Group, wrote in an email to McClatchy. “Any material information about our company is disclosed through our publicly available securities filings.”
Pickering said he’d also disclosed his role and had donated compensation when he served until about four years ago on the board of TMK, a Russian manufacturer and exporter of steel pipes for the oil and gas industry.
“I’ve been very careful in my dealings with the boards,” Pickering said.
Pickering said he had been approached to be on Luxoft’s board years before the company went public on the British and American stock exchanges, by a Luxoft executive he’d known while he was senior vice president of international relations for Boeing Co. from 2000 to 2006. Boeing was a client of Luxoft.
“I got to know them and I got to know the man who ran Luxoft,” Pickering said. “Years ago, he said if we go on the London market or on the U.S. would I join their board. I said in principle I would.”
After the company went public in London, Pickering said, he looked into the company and decided to join the board. He also serves on Luxoft’s audit committee.
Pickering was appointed director of Luxoft Holding at a time when the company still had ties to one of Russia’s biggest banks, VTB Bank. Rus Lux Limited, the VTB-linked company, had a 10.2 percent stake in Luxoft.
Luxoft has generally performed well since its formation. It was among the best-performing major Russian companies on the New York Stock Exchange in 2014. And earlier this month it reported that its fourth-quarter revenue had increased 23.2 percent over the previous year.
In the Mossack Fonseca documents, Luxoft reassures the law firm in December 2015 that Rus Lux had sold its shares before the U.S government sanctioned VTB in July 2014. The U.S. Treasury Department issued the sanctions against VTB and other Russian banks in response to Russia’s role in the Ukrainian conflict.
“Rus Lux Limited was a minority shareholder a long time ago,” wrote Ziabkina, general counsel of Luxoft Group. “They fully divested and sold their shares in Luxoft Holding in November 2013 before the sanctions took effect.”
Yes, people sometimes use their former government experience to do exactly this.
New York University law professor Stephen Gillers
New York University law professor Stephen Gillers said he didn’t see any ethical problem with Pickering’s relationship with Luxoft.
“What else is new?” asked Gillers. “Yes, people sometimes use their former government experience to do exactly this.”
Jay Ritter, a University of Florida business professor, said Luxoft’s inclusion of Pickering on its board was not unusual for foreign companies gearing up for an initial public stock offering in the U.S.
“When you’re dealing with a company in Russia – whether they’ve got to set it up in the British Virgin Islands or not, there’s a required leap of faith for investors,” said Ritter, an expert on IPOs. “Appointing someone like Pickering to the board gives a certain amount of credibility because he’s got his personal reputation at stake. Presumably, he doesn’t want to get involved with something that’s obviously sleazy.”
Pickering has served as the U.S. ambassador to the Russian Federation, India, Israel, El Salvador, Nigeria and Jordan, and to the United Nations.
Luxoft also disclosed his role in its public filings with the U.S. Securities and Exchange Commission. The company has its operating headquarters in Switzerland.
State Department spokesman John Kirby declined to comment on the Panama Papers.
Pickering has served as U.S. ambassador to the Russian Federation, India, Israel, El Salvador, Nigeria and Jordan, and to the United Nations
Kirby said Pickering was required to file financial disclosure forms with the State Department because he served as one of 25 members of the first Foreign Affairs Policy Board.
The board was launched in December 2011 to provide the secretary of state and senior department officials with independent advice on U.S. foreign policy.
Pickering served a two-year term on the board from December 2011 to December 2013. He returned to the board in 2014 and remains a member. Members of the Foreign Affairs Policy Board do not work full time as members of the board, but in an advisory capacity.
The former ambassador also chaired the Accountability Review Board, which investigated the 2012 fatal attacks in Benghazi, Libya, that killed four Americans, including an ambassador. The panel concluded in its December 2012 report that security at the facility in Benghazi was “grossly inadequate,” leading to the suspension of four State Department officials. They were reinstated by Secretary of State John Kerry in August 2013.
Pickering continued to offer advice to the Obama administration, according to emails that the State Department released during a controversy over Democratic presidential candidate Hillary Clinton’s emails.
Pickering wasn’t compensated for any position, Kirby said.
Anita Kumar and Hannah Allam contributed to this article.