CompaniesDec 17 2014

Tribunal upholds final notice on non-exec director

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A former non-executive director has lost her Upper Tribunal challenge against a decision by the Financial Conduct Authority to ban and fine her after she was deemed ‘not fit and proper’ over her conflicted roles as director for two mutuals.

In May 2014, the regulator banned and fined Angela Burns £154,800 for failing to disclose her conflicts of interest in working with two mutuals.

At that time, the FCA said that Ms Burns was banned from performing any role in regulated financial services for failing to act with integrity as a non-executive director at the societies, MGM and Teachers, by failing to disclose her conflicts of interest.

In the FCA’s opinion, Ms Burns had a duty to disclose her interest in seeking consultancy work from investment manager Vanguard to her fellow mutual societies’ directors. In the FCA’s view, Ms Burns also attempted to use her non-executive director positions to benefit herself.

At that time, Ms Burns referred the matter to the Upper Tribunal. The tribunal found Ms Burns’ evidence “unsatisfactory in a number of respects”.

Regarding non-disclosure, the tribunal found that she participated in discussions concerning Vanguard at MGM’s Board meeting on 25 February 2009, but failed to disclose that she was concurrently soliciting a non-exec position and consulting work with Vanguard.

Further allegations made by the FCA that she had sought to create a situation where she would have a personal interest which could conflict with the interests of MGM and Teachers, were upheld.

The report added: “On each occasion she turned a blind eye to the ethical issues which arose. Having regard to the above matters, we conclude that she is not fit and proper for the CF2 function.”

ruth.gillbe@ft.com