7th March 2020
The Truth, the Whole Truth and nothing but the Truth
Part 2: Transparency and Trust
“The dispute has never been about whether Onagrup can maintain the resort, it has always been about
whether Onagrup can be trusted not to take control of Los Claveles for its own ends”
Following on from the previous article on this website under the heading of ‘Democracy’
– which is constantly being attacked and undermined by a group of owners who are supporting and colluding with Mr Barrow and WimPen, and together they are trying to stop the Club Committee from delivering what owners voted for –
we want to discuss two other vital aspects of a good business working relationship between a contractor and a commissioner of services, that of ‘Transparency and Trust’.
Transparency and accountability-inspiring trust are considered to be two of the pillars of good contractor employer relationships.
WimPen, under the leadership of the late Mr Pengelly, were employed as Administrators by us for 30 years and we believed in his honesty and transparency, and we trusted him.
The late Mr Pengelly, MD of WimPen Leisure Management SA – a very successful timeshare administration company – did not own Los Claveles
Investigations during the course of this dispute have proved that our trust was misplaced. We were wrong. Sadly, Mr Pengelly was not worthy of our trust and as a result, it ended very badly for him when virtually a whole room-full of owners attending his last AGM walked out in protest at his refusal to accept a vote of no confidence in his stewardship.
In 2015 WimPen Leisure Management SA sold their Administration Company to Onagrup Vacations. The sale lacked transparency.
In 2015 Mr Castro, MD of Onagrup vacations, purchased WimPen’s Administration business from Mr Pengelly.
Mr Castro believed that he had purchased the resort.
The business relationship between Onagrup and First National Trustee Company (FNTC) is an extensive one. Both are determined not to let go of their hold on Los Claveles. The only way to make them let go is to legally force them to do it. Unfortunately, that is the way they both operate.
In 2017 the arbitrator confirmed that Onagrup did not own the resort and ruled that Onagrup’s contract to deliver administration services to Los Claveles ended on 2nd May 2017
Mr Castro subsequently acknowledged that he did not own Los Claveles but has persisted in demanding a majority vote of all owners, Club and Escritura, to cease the administration role.
The predominant reason for this dispute is a breakdown of trust in the relationship between Club owners and Onagrup, based initially on the controlling actions of Onagrup, and the threat that they posed to the ownership of the resort based on their business model and track record, and based later on the bullying, intimidatory actions taken by Onagrup.
The Club vote to end Onagrup’s contract was based on their behaviour within days of the sale and subsequent behaviours which lacked honesty and transparency. The trust had gone. Club owners did not trust them not to take control of our resort for their own ends. It’s as simple as that, and Onagrup has not once tried to rebuild that trust.
Onagrup have demonstrated a lack of transparency in their business style from day one, beginning with their purchase of Wimpen Leisure Management in which Mr Pengelly told the Club Committee that they had demanded secrecy. They continue to demonstrate a lack of transparency in the way they do business.
To this day the Club Committee has never been allowed to examine the 15% of proxy votes cast for the Club Chairman at the 2015 that WimPen unilaterally rejected. Those votes would have increased the support for termination of Wimpen/Onagrup’s contract by a considerable margin. Actions that were neither honest nor transparent.
At the 2016 DOA/Escritura AGM a similar thing happened when the excuse was used by Wimpen/Onagrup that the proxy forms were not available at the meeting. The seconder for an important resolution could not be identified, and then all-of-a-sudden, one was produced out of the blue and the resolution passed.
In 2017, owners weren’t even consulted about the cancellation of the DOA/Escritura AGM.
In 2018, 2019 and 2020 the lack of transparency at the DOA/Escrtiura AGM’s has become steadily worse, while Onagrup’s control over owners and the resort has been ratcheted up. It is so transparent that an independent contractor to the 2018 AGM even noticed it when he asked the Committee “Did you know you were being stitched up?”
Of most concern is the relentless build-up of the ownership of weeks by Onagrup at the resort. This is a blatant dishonest attempt to out-vote bonefide owners and to gain control of our resort. Again, the anti-committee (anti-owner) supporters of Wimpen/Onagrup collude with this totally dishonest behaviour against their fellow owners and in support of a company known throughout Europe for similar disreputable action.
Owners who have used the dispute to hand their weeks to Onagrup show a similar total lack of care and consideration for their fellow owners colluding with an illegal and immoral regime.
Onagrup has persisted in resisting the first arbitration award with false claims that handing over the Members Register to the Club Committee would breach data protection laws, and that the resorts’ joint bank account cannot be split. Two different lawyers advised the late Mr Pengelly that keeping joint accounts was illegal – he chose to ignore Spanish law and Onagrup continue to do so.
With regard to data protection the Club Committee is not a 3rd party as far as data protection rules are concerned. The Club Committee is the 1st party or controller of the data in the Members Register.
Mr Barrow and his supporters know that this is a legal fact and yet they persist with the deceit.
Onagrup commissioned Ernst & Young to analyse the joint account and report back to them on community apportionment. That was 15 months ago. Where is the report? Where is the transparency?
The joint annual accounts that WimPen/Onagrup typically produce are far from transparent, especially with regard to income. The sales and revenue income from the unauthorised sale of 1100+ cancelled weeks belonging to the Club Committee by WimPen/Onagrup in 2015/16 being a case in point. The Club Committee may need its own forensic accountant to go through the accounts when Wimpen/Onagrup is eventually forced to hand them over.
Onagrup’s Scottish lawyer in the 2nd arbitration claimed that there is a Spanish Court injunction preventing funds being withdrawn from the joint bank account without all-party agreement. That was also 15 months ago. The Club’s Spanish lawyer carried out a thorough court search and found no trace of it.
Owners will realise that there has been a complete lack of integrity about Onagrup in, first of all, not accepting a democratic vote to end their contract; then not honouring the outcome of arbitration; then starting another arbitration before complying with the first one; then closing down any dissenting voices – at the resort, both in person at owners’ weekly meetings and in print on the noticeboard – and at general meetings.
It’s the controlling power of a large corporate organisation with considerable financial resources trying to squeeze the life out of any attempt by owners to defend themselves, and being supported by owners who turn a blind eye to Onagrup’s intimidatory behaviour and litany of wrongdoing.
Business transparency is about actions that are open and honest, scrupulous and bear public scrutiny.
A Spanish company that would make false allegations to the Spanish Police against both the elected Club Chairman and President is neither honest or trustworthy.
A company that would cause an elected Committee member to be imprisoned on false charges of fraud is most definitely not trustworthy.
Lack of trust is where this dispute began, and why it continues. Mr Barrow and his followers, as representatives of Onagrup Vacations, perpetuate a lack of transparency and dishonesty in their opposition of a genuine elected Committee.
Transparency reduces corruption and builds trust. The Club Committee was elected openly and honestly to represent Club members. They have nothing to hide and since day one they have been open and honest in their actions and have behaved with integrity.
There are owners who bear grudges against the Chairman and President of the Club for perceived injustices, and have become embittered towards them. The Chairman and President of the Club, and the other members of the Club Committee, are held accountable at the Club’s annual general meeting and that is where these matters should be dealt with, not on social media or in abusive emails and phone calls.
Transparency vs Honesty.
Honesty is telling the truth when someone asks,
Transparency is being honest when no one asks.
Onagrup and Mr Barrow, and his followers, fail on all fronts.
Honesty and Transparency is what the Club Committee aims to demonstrate at all times and will continue to do so.
The next in-depth article will be about ‘Independence’, i.e. the owners controlling the resort, not the agents. And the owners developing the resort for their long term benefit, not agents’ profit.
The business plan for the management and governance of the resort in the future will be decided by the owners.
Club Los Claveles Limited, Cric, 2 Beaufort Street, Crickhowell, Powys, Wales, UK, NP8 1BN Reg. No. 09719940