Angela Burns v The Financial Conduct Authority
| Jurisdiction | UK Non-devolved |
| Judge | Judge Bartlett,Member Farquharson,Member White |
| Neutral Citation | [2014] UKUT 0509 (TCC) |
| Court | Upper Tribunal (Tax and Chancery Chamber) |
| Subject Matter | Financial Services,15 December 2014 |
| Date | 15 December 2014 |
| Published date | 01 December 2016 |
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[2014] UKUT 0509 (TCC)
Case number FS/2012/0024
Financial Services and Markets Act 2000 – whether misuse of position as non-executive
director – whether failure to make proper disclosure of conflict of interest – whether
breach of APER Statement of Principle 1 – whether applicant fit and proper
IN THE UPPER TRIBUNAL (TAX AND CHANCERY CHAMBER)
FINANCIAL SERVICES
IN THE MATTER OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
BETWEEN
ANGELA BURNS
Applicant
-and-
THE FINANCIAL CONDUCT AUTHORITY
(formerly known as the Financial Services Authority)
Respondent
Tribunal: Andrew Bartlett QC (Judge of the Upper Tribunal)
Catherine Farquharson
Mark White
Sitting in public in London on 29-30 September, 1-2 October 2014
Date of written decision: 15 December 2014
For the Applicant: Guy Philipps QC (instructed by Norton Rose Fulbright LLP)
For the Respondent: Andrew Hunter QC (instructed by the FCA)
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DECISION
INTRODUCTION
1. By a decision notice dated 28 November 2012 the Authority imposed on Ms Burns a
financial penalty of £154,800 and made a prohibition order pursuant to s56 of the
Financial Services and Markets Act 2000. These sanctions were based on findings by
the Authority that she had misused non-executive director positions to seek to advance
her own commercial interests and failed to disclose conflicts of interest, so that she was
in breach of Statement of Principle 1 (approved person must act with integrity in
carrying out controlled function) and lacked fitness and propriety under the ‘Fit and
Proper’ test for approved persons.
2. Ms Burns denies the Authority’s allegations and has referred the matter to the
Tribunal. Our function is to consider it afresh and to determine what, if any, action is
appropriate for the Authority to take.
THE HEARING
3. By agreement between the parties the issue as to the appropriate sanctions was
deferred and the hearing was limited to whether Ms Burns committed the acts of
misconduct alleged, and in consequence whether she breached principle 1 and lacks
integrity, such that she is not ‘fit and proper’.
4. We received abundant evidence by way of contemporary documents and
correspondence, together with witness statements from the following:
a. Ms Burns herself;
b. Thomas Rampulla, Managing Director of Vanguard Asset Management Ltd;
c. James Norris, Managing Director of Vanguard’s international operations;
d. Chris Evans, CEO of Marine and General Mutual Life Assurance Society
(“MGM”) at the relevant time;
e. Craig Fazzini-Jones, Executive Director of MGM;
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f. Ian Blanchard, Finance Director of Teachers Assurance1 (“Teachers”);
g. David Furniss, CEO of Teachers;
h. Maria Gouvas, a solicitor in the Enforcement and Financial Crime Division of
the FCA.2
5. We also received transcripts of FCA interviews with Ms Burns, Mr Rampulla, Mr
Norris and Mr Fazzini-Jones. Mr Evans, Mr Fazzini-Jones, Mr Norris and Ms Burns
gave oral evidence at the hearing and were cross-examined. Because of the passage of
time since the occurrence of the material events we have placed relatively more weight
on the contemporaneous documents than on the witnesses’ attempts at recollecting
events which took place some four to five years ago.
THE FACTS
6. The reference to the Tribunal concerns Ms Burns’ conduct in 2009 and 2010 whilst
she was employed by two UK mutual societies, MGM and Teachers, as a non-
executive director (“non-exec”), holding FCA Controlled Function 2 (“CF2”). The
specific failings which form the nub of the Authority’s case are set out in paragraph 5.2
of the Authority’s Amended Statement of Case. Having considered the evidence and
the parties’ submissions, we find the facts as set out below, and refer, where
appropriate, to the allegations made in paragraph 5.2. To aid intelligibility, where we
quote emails containing obvious minor typographical errors, we have corrected the
errors rather than laboriously setting out the erroneous text and flagging the errors.
Ms Burns, Vanguard and Pearl
7. Ms Burns is an investment professional. She graduated from the LSE in 1984 with a
first class degree in economics and the Bassett prize for the highest degree awarded in
her year. She is able and knowledgeable, and has for many years provided a range of
services in the financial sector in a number of roles, including as an employee, as a non-
executive director, as a trustee, and as a consultant through her investment consulting
business Aktiva Ltd. Her skills include investment analysis, fund management, and risk
controls. The central focus of her work in recent years has been advising non-UK
1 Trading nam e of Teachers Provident Society Ltd.
2 In addition there was a statement of An thony Monagh an of the FCA, which related to a dispute about the
accuracy and completeness of tra nscripts of certain proceedin gs prior to th e hearing; we have not found it
necessary to make any findings on this dispute for the purposes of the reference.
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