Failing to act with integrity due to not disclosing or avoid conflicts of interest – are you at risk?

In 2018, the Financial Conduct authority (FCA) had banned Angela Burns from acting as a non-executive director (NED) and fined her £20,000 for failing to act with integrity at two mutual societies due to not disclosing or avoid conflicts of interest

• Is this something that could catch you out? Do you wait for a conflict to crystalise before reporting it?

The details of the Burns case are below and before reading the burns case the following is a simple reminder as to what defines a Conflicts of interest

Conflicts of interest, actual, potential or perceived

What is a conflict of interest?

A conflict of interest occurs when your business/personal interests conflict (or have the potential or could be perceived) with your responsibility to act in the best interests of the business you work for.

• The term ‘business/personal does not need to be the business you work for or your own interest, but may also arise from the interests of your family, friends, and/or other organisations you are involved with.

BACKGROUND TO BURNS

1. Angela Burns is an experienced UK investment professional and the chief executive of her own investment consultancy.
2. From January 2009 until May 2011, Ms Burns was a NED at two mutual societies and served as the chair of their investment committees.
3. Both mutual societies were seeking investment manager services and looked to Ms Burns for her expert advice and guidance.
4. Ms Burns participated in discussions about Vanguard Asset Management Limited (Vanguard), a well-known US investment manager that had just opened offices in the UK, at both mutual societies.
5. She was simultaneously soliciting work from Vanguard by referring to her NED positions at the Mutual Societies while she was providing them with what they thought was impartial advice. Ms Burns did not, however, tell either mutual society that she was simultaneously seeking consultancy work with Vanguard. 

Mark Steward, Executive Director of Enforcement and Market Oversight of the FCA, said:

• ‘Directors have a duty to disclose or avoid conflicts of interest so they can be addressed by the board.
• In this case, Ms Burns placed herself in a position where her duty as a non-executive director may have conflicted with concurrent opportunities she was pursuing.
• This was neither disclosed nor, as a consequence, could it be addressed by the board.
• This was inappropriate and inconsistent with the standards of integrity expected from senior managers’.

FCA Statement of Principle 1 requires approved persons to act with integrity in carrying out their controlled functions.

Ms Burns breached Statement of Principle 1 when she:

• participated in discussions about Vanguard at the mutual societies, but failed to disclose to the boards that she was concurrently soliciting a NED position and consulting work from Vanguard.
• solicited work from Vanguard by referring to her NED positions at the mutual societies while she was providing the mutual societies with what they believed was impartial advice.

The publication of this Final Notice follows Ms Burns’ referral of the FCA’s Decision Notice to the Upper Tribunal on 21 December 2012; her subsequent appeal to the Court of Appeal; and the Supreme Court’s denial of her application for permission to appeal on 27 November 2018.

Notes to editors

Final Notice 2018: Angela Burns https://www.fca.org.uk/publication/final-notices/angela-burns-2018.pdf