The Financial Conduct Authority (FCA) has 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.
Angela Burns is an experienced UK investment professional and the chief executive of her own investment consultancy. From January 2009 until May 2011, Ms Burns was a NED at two mutual societies and served as the chair of their investment committees. Both mutual societies were seeking investment manager services and looked to Ms Burns for her expert advice and guidance. 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. 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.