{"id":596234,"date":"2026-04-18T18:27:45","date_gmt":"2026-04-18T16:27:45","guid":{"rendered":"https:\/\/kohenavocats.com\/jurisprudences\/saranac-partners-limited-v-the-financial-conduct-authority\/"},"modified":"2026-04-18T18:27:45","modified_gmt":"2026-04-18T16:27:45","slug":"saranac-partners-limited-v-the-financial-conduct-authority","status":"publish","type":"kji_decision","link":"https:\/\/kohenavocats.com\/zh-hans\/jurisprudences\/saranac-partners-limited-v-the-financial-conduct-authority\/","title":{"rendered":"Saranac Partners Limited v The Financial Conduct Authority"},"content":{"rendered":"<div class=\"kji-decision\">\n<div class=\"kji-full-text\">\n<p>Introduction and Summary 1. Saranac Partners Limited (\u201cSaranac\u201d), the Applicant in these proceedings, is a wealth and investment management firm founded in 2015 by Mr Thomas Llewellyn Kalaris. Mr Kalaris had previously been employed by Barclays Bank plc, a subsidiary of Barclays plc In this judgment we have not distinguished between Barclays plc and Barclays Bank plc unless it is necessary to do so, but have instead used the abbreviation \u201cBarclays\u201d. . 2. On 21 September 2020, Saranac applied to the Financial Conduct Authority References in this judgment to \u201cthe Authority\u201d also include the Financial Services Authority, as the Financial Conduct Authority was previously known. (\u201cthe Authority\u201d) for approval under s 60 of the Financial Services and Markets Act 2000 (\u201cFSMA\u201d) for Mr Kalaris to perform the Chief Executive and Executive Director functions for Saranac (\u201cthe Application\u201d). 3. On 17 November 2022, the Authority set out its decision in a decision notice (the \u201cDecision\u201d and the \u201cDecision Notice\u201d) refusing the Application on the grounds that the Authority was not satisfied Mr Kalaris was a fit and proper person to perform those functions. 4. In making the Decision, the Authority relied on the responses given by Mr Kalaris during two interviews with the Authority (\u201cthe Interviews\u201d). The first took place in 2013 (\u201cthe 2013 Interview\u201d), and related to a capital raising exercise conducted by Barclays in June 2008 and the Advisory Services Agreement (\u201cASA\u201d) entered into on the same day. The second took place in 2014 (\u201cthe 2014 Interview\u201d), and related to a report produced for Barclays by a consultancy called Genesis Ventures (\u201cGenVen\u201d and \u201cthe GenVen Report\u201d respectively). This was produced in March 2012 but only disclosed to Barclays\u2019 regulators in December 2012. 5. On 9 December 2022, Saranac referred the Decision Notice to the Tribunal (\u201cthe Reference\u201d or \u201cthe Saranac Reference\u201d). When hearing a reference against this type of Decision Notice, the Tribunal has a supervisory jurisdiction, so that: (1) if the Decision was within the range of reasonable decisions open to the Authority, the Tribunal must refuse the Reference; (2) if the Decision was not within the range of reasonable decisions, the Tribunal must allow the Reference and remit the matter to the Authority for it to make a new decision in the light of our findings; but (3) if the Tribunal makes findings which are inconsistent with those on which the Authority based the Decision, but if the matter were remitted, the Authority would inevitably come to the same conclusion, the Tribunal must refuse the Reference. 6. In relation to the capital raising, the Decision was based on Mr Kalaris\u2019s responses to four questions asked during the 2013 Interview. We made findings of fact based on the same documentary evidence as that considered by the Authority, together with Mr Kalaris\u2019s witness evidence. We went on to agree with the Authority that Mr Kalaris had not been candid in his answers to three of the questions and that one of his answers was dishonest. 7. In relation to the GenVen Report, the Authority decided that certain of the answers given by Mr Kalaris during the 2014 Interview had been false and\/or misleading. It came to that conclusion on the basis of findings made in another Tribunal judgment, together with evidence in a contemporaneous meeting note. 8. For the reasons given at \u00a752ff, we decided not to place reliance on the findings of that other Tribunal judgment, or the meeting note. However, having considered documentary evidence which was not in dispute, together with Mr Kalaris\u2019s witness evidence, we found that he knowingly gave false evidence when he told the Authority in the course of the 2014 Interview that he first became aware of that GenVen Report when shown a copy during a meeting on 17 December 2012, and so acted dishonestly. 9. We went on to make further findings on the basis of other evidence available at this hearing, which had not been taken into account by the Authority, and some of those findings are favourable to Mr Kalaris. However, they are significantly outweighed by our findings about the Interviews. We are in no doubt that if the matter were remitted to the Authority, it would inevitably come to the same conclusion, namely that it is not satisfied Mr Kalaris is fit and proper to perform the Chief Executive and Executive Director functions for Saranac. Furthermore, we find that the position would be the same if we had made a finding of dishonesty in relation to only one of the Interviews. We therefore dismiss the Reference. Our decision is unanimous. 10. Before moving on to the substantive body of this judgment, we explain a procedural issue considered at the beginning of the hearing which related to two decision notices issued to Barclays. The Barclays references 11. On 23 September 2022, the Authority issued a decision notice to Barclays plc, imposing a penalty of \u00a340m for breaching the Listing Rules in relation to the June 2008 capital raising. On the same day, the Authority issued a decision notice to Barclays Bank plc imposing a related penalty of \u00a310m. Both references were referred to the Tribunal (\u201cthe Barclays References\u201d). 12. On 19 April 2023, the Authority contacted Saranac\u2019s representative, CMS Cameron McKenna Nabarro Olswang LLP (\u201cCMS\u201d), inviting that firm to consider how the possible \u201coverlap\u201d between the two sets of proceedings should be managed, and suggesting that Saranac\u2019s Reference might be decided \u201cat the same time\u201d as the Barclays References. 13. On 24 April 2023, CMS objected to Saranac\u2019s Reference being joined to the Barclays References \u201cor in any way determined at the same time\u201d, for reasons which included the following: (1) so far as the June 2008 capital raising was concerned, the case against Mr Kalaris related to the responses he gave in the 2013 Interview, while the case against Barclays related to whether there had been a failure to comply with the Listing Rules; (2) the Authority had accepted that Mr Kalaris had no responsibility for Barclays\u2019 decisions relating to the Listing Rules; (3) the Saranac Reference includes the GenVen issue, which is not part of the Barclays References, while the Barclays References also relate to the further capital raising in October 2008, which is not part of Saranac\u2019s Reference; and (4) Saranac would suffer further delay and an increase in costs if the two cases were joined. 14. In a later email dated 25 April 2023, CMS said that if the Authority wished to take this matter further, it should make a formal application to the Tribunal, which Saranac would oppose. 15. On 2 May 2023, the Authority wrote to the Tribunal, copying both Saranac and Barclays, setting out extracts from the Saranac Reference and the Barclays References, and then saying: \u201cWhilst significant parts of the two sets of proceedings do not overlap, it is clear that in both sets of proceedings what the FCA alleges was the primary\/ substantial\/true purpose of the June Agreement is not accepted by the respective Applicants. It is therefore likely that in due course the Tribunal will be called on to determine the nature and purpose of the June Agreement in the two separate sets of proceedings. The FCA considers it appropriate to flag this issue to the Tribunal now so that it can consider whether any particular steps should be taken to minimise the chance of inconsistent outcomes. In this regard the FCA has already written to Saranac to seek its views as to whether its reference should be determined at the same time as (but not joined with) the Barclays references. Saranac has indicated a strong preference that its reference is heard separately and before the Barclays references, as it considers its references would otherwise likely be unduly delayed. The FCA is neutral on this issue and is not seeking any directions in relation to it. Nevertheless we consider it appropriate that both the Tribunal, and all the relevant Applicants, are made aware of the overlap.\u201d 16. In May 2023, with the consent of the Authority, Barclays and Saranac exchanged redacted copies of the Statements of Case issued by the Authority, and redacted copies of their respective Replies. 17. On 14 June 2023, Barclays wrote to the Tribunal submitting that the Saranac Reference should not be \u201cheard or resolved at the same time\u201d as the Barclays References, for essentially similar reasons to those given by CMS on 24 April 2023. 18. Mr Stanley\u2019s skeleton argument on behalf of the Authority was filed and served a week before this hearing. It included the following passage: \u201c\u2026there are ongoing, related, proceedings between Barclays and the FCA (in relation to the June 2008 capital raising, but also an October 2008 capital raising) for which a three-week substantive hearing is due to take place starting 25 November 2025 [an error for 2024]. The Authority has ensured that Saranac and Barclays (as well as the Tribunal) are aware of this overlap and has provided appropriate cross-disclosure. Saranac\u2019s position is that its reference should proceed and be determined separately from the references of Barclays {CB\/270\/4047}. The Authority does not object to this provided it is not necessary for the Tribunal to make findings in this case on matters that are directly in issue in the Barclays references, and which might therefore lead to inconsistent outcomes on critical points. The Authority considers that is likely to be possible because this reference focuses on whether the factual account that Mr Kalaris gave when interviewed was accurate and candid, not on whether the prospectus was properly compliant with the Listing Rules. However, depending on how the case develops it is a point that needs to be kept under review.\u201d 19. In the light of that passage, we asked the parties to set out their understanding of the potential for an overlap between (a) findings of fact made in this judgment and (b) disputed matters about which findings may need to be made in the Barclays References. We drew attention to Mr Stanley\u2019s suggestion that the possibility of overlap \u201cneeds to be kept under review\u201d as the hearing progressed. 20. On behalf of Saranac, Mr Winter said: (1) there was now no dispute between the parties on the \u201coverlapping\u201d points and so any related findings would be uncontentious; (2) Mr Kalaris was not a witness in relation to the Barclays References; and (3) it was in any event too late for the cases to be joined. 21. Mr Stanley\u2019s position was that \u201cthe issues touch\u201d such that Mr Kalaris\u2019s evidence might therefore be relevant to the Barclays References. He submitted that \u201cit was never too late for the Tribunal to stay the proceedings\u201d, but that if he considered the procedure during the hearing was unfair to the Authority, he would make an appropriate application. 22. We asked if any representative from Barclays was attending the hearing, but there was no response. Mr Stanley noted that Barclays were well represented, and observed that they might have connected to the hearing remotely. The Tribunal\u2019s view 23. Having considered the documents summarised above and the submissions made by Mr Winter and Mr Stanley, we decided it was in the interests of justice to continue the proceedings and hear the Saranac Reference. This was for the following reasons: (1) Each party was aware of the case being put by the other parties. (2) No application had been made by any party before the beginning of this hearing for the Saranac Reference to be joined to the Barclays References. (3) Both Saranac and Barclays had objected to joinder. (4) FSMA s 133 set out at \u00a732 below provides that once a reference has been made, it \u201cmust\u201d be determined by the Tribunal. (5) As set out in the email from CMS summarised at \u00a713 above, there are many differences between the Saranac Reference and the Barclays References. Nevertheless, some findings of fact which are required to determine Saranac\u2019s Reference are likely also to be relevant to the Barclays References. It may well be that those findings are uncontroversial, as Mr Winter said would be the position. However, we could not determine whether he was correct, because we had only the redacted copies of the Barclays Statement of Case and their Reply, and no related submissions. 24. We advised those present that we would proceed, and would make the findings necessary to decide the Saranac Reference, whether or not there was a risk of overlap with the Barclays References. Subsequently 25. Once the hearing was under way, neither Mr Winter nor Mr Stanley applied for the proceedings to be adjourned, and no such application was received from Barclays. 26. At the end of the second day of the hearing, Barclays made an application to the Tribunal to be provided with transcripts. Neither Saranac nor the Authority objected, and we gave permission. Legislation, case law and the Handbook 27. Unless otherwise stated, all references to legislation in this judgment are to the FSMA, and all references to Rule or Rules are to the Tribunal Procedure (Upper Tribunal) Rules 2008. The legislation and related case law 28. Section 59 requires regulated financial services firms to obtain the Authority\u2019s prior approval for an individual to carry out certain \u201ccontrolled functions\u201d. These are set out in the chapter relating to \u201cSupervision\u201d in the Authority\u2019s Handbook, and include the Chief Executive function and the Executive Director function; the former is given the code number SMF1 and the latter SMF3. 29. Section 60 requires the application for approval to be made in the manner directed by the Authority, and to contain the information the Authority may reasonably require, together with other specific matters. 30. Section 61 reads, so far as relevant to this case: \u201cThe regulator to which an application for approval is made under section 60 may grant the application only if\u2014 (a) it is satisfied that the person in respect of whom the application is made (\u201cthe candidate\u201d) is a fit and proper person to perform the function to which the application relates\u2026\u201d 31. In Thomas v FSA [2004] FIN\/2004\/0006 at [99], Judge Brice held that on such a reference, the Authority \u201cdoes not have to prove that the Applicant is not fit and proper but rather that it is not satisfied that the Applicant is fit and proper\u201d. In K\u00f6ksal v FCA [2016] UKUT 0478 (TCC) (\u201cK\u00f4ksal\u201d) at [37] the Tribunal endorsed that reading of the legislation, and we respectfully concur. 32. Section 55Z3(1) provides that \u201can applicant who is aggrieved by the determination of an application made under this Part may refer the matter to the Tribunal\u201d. Section 133 is headed \u201cProceedings before the Tribunal: general provisions\u201d. It specifies the UT\u2019s jurisdiction in certain types of references, including in relation to disciplinary matters, and then provides: \u201c(6) In any other case, the Tribunal must determine the reference or appeal by either\u2014 (a) dismissing it; or (b) remitting the matter to the decision-maker with a direction to reconsider and reach a decision in accordance with the findings of the Tribunal. (6A)\u00a0\u00a0The findings mentioned in subsection (6)(b) are limited to findings as to\u2014 (a) issues of fact or law; (b) the matters to be, or not to be, taken into account in making the decision; and (c) the procedural or other steps to be taken in connection with the making of the decision. (7) The decision-maker must act in accordance with the determination of, and any direction given by, the Tribunal.\u201d 33. Those subsections therefore provide that, where the reference relates to a non-disciplinary matter, the Tribunal has a supervisory jurisdiction. In Carrimjee v FCA [2016] UKUT 0447 (TCC) (\u201cCarrimjee\u201d), the Tribunal explained how that jurisdiction operates: \u201c[38] If, having reviewed all the evidence and the factors taken into account by the Authority in making its decision, and having made findings of fact in relation to that evidence and such other findings of law that are relevant, the Tribunal concludes that the decision to prohibit is one that is reasonably open to the Authority then the correct course is to dismiss the reference. [39] Alternatively, if the Tribunal is not satisfied that in the light of its findings that the decision is one that in all the circumstances is within the range of reasonable decisions open to the Authority, the correct course is to remit the matter with a direction to reconsider the decision in the light of those findings. For example, that course would also be necessary were the Tribunal to make findings of fact that were clearly at variance with the findings made by the Authority and which formed the basis of its decision. That course would also be necessary had there been a change of circumstance regarding the applicant which indicated that the original findings made on which the decision was based, for example as to his competence to undertake particular activities, had been overtaken by further developments, such as new evidence which clearly demonstrated the applicant\u2019s proficiency in relation to the relevant matters. Such a course would not usurp the Authority\u2019s role in making the overall assessment as to fitness and propriety but would ensure that it reconsidered its decision on a fully informed basis\u2026\u201d 34. Although Carrimjee concerned the imposition of a prohibition order, the Tribunal hasconfirmed that the principles to be applied are the same in an authorisation case: see LewisAlexander Ltd v FCA at [33] to [34], K\u00f6ksal at [25] to [28] and Soszynski v FCA [2022] UKUT 00247 (TCC) (\u201cSoszynski\u201d) at [33]. 35. In Soszynski the Tribunal went on to say: \u201c[34] \u2026the Upper Tribunal must dismiss the Reference unless it makes findings of fact and\/or law which lead to a conclusion that the Decision was not one that was reasonably open to the Authority. [35] Furthermore, even if the Tribunal finds flaws in the Authority\u2019s decision-making process, for example by making findings of fact which contradict or are inconsistent with the findings on which the Authority based its decision, it should not remit the Reference if it is of the view that despite such failings, it is inevitable that if the matter were remitted, the Authority would come to the same conclusion.\u201d The Handbook 36. The part of the Authority\u2019s Handbook entitled \u201cFit and Proper test for Employees and Senior Personnel\u201d (\u201cFIT\u201d) sets out the factors to which the Authority will have regard when assessing the fitness and propriety of a candidate whom a firm is putting forward for approval. The candidate\u2019s honesty, integrity and reputation are among the most important considerations to which the Authority will have regard (FIT 1.3.1B G) and in carrying out that exercise the Authority will consider following matters: (1) whether the person has been the subject of any adverse finding or any settlement in civil proceedings, particularly in connection with investment or other financial business, misconduct, fraud or the formation or management of a body corporate (FIT 2.1.3G(2)); (2) whether the person has been the subject of, or interviewed in the course of, any existing or previous investigation or disciplinary proceedings, by the Authority, by other regulatory authorities (including a previous regulator), clearing houses and exchanges, professional bodies, or government bodies or agencies (FIT 2.1.3G(3)); (3) whether the person is or has been the subject of any proceedings of a disciplinary or criminal nature, or has been notified of any potential proceedings or of any investigation which might lead to those proceedings (FIT 2.1.3G(4)); (4) whether the person, or any business with which the person has been involved, has been investigated, disciplined, censured or suspended or criticised by a regulatory or professional body, a court or Tribunal, whether publicly or privately (FIT 2.1.3G(10)); (5) whether, in the past, the person has been candid and truthful in all his dealings with any regulatory body and whether the person demonstrates a readiness and willingness to comply with the requirements and standards of the regulatory system and with other legal, regulatory and professional requirements and standards (FIT 2.1.3G(13)). 37. If a matter comes to the Authority\u2019s attention which suggests that the person might not be fit and proper, the Authority will take into account how relevant and important that matter is (FIT 1.3.4G). The Decision Notice 38. Paragraph 3 of the Decision Notice is headed \u201csummary of reasons\u201d, and reads: \u201cOn the basis of the facts and matters described below, the Authority is notsatisfied that Mr Kalaris is a fit and proper person to perform the controlledfunctions to which the Application relates. This is because there are reasonable grounds for considering that in interviews with the Authority in relation to two different investigations Mr Kalaris failed to be open and cooperative and gave untrue and misleading evidence. The Authority is therefore not satisfied as to his honesty and integrity.\u201d 39. The \u201cfacts and matters\u201d set out details of the capital raising exercise conducted by Barclays in June and October 2008, including the Authority\u2019s view that further disclosure should have been made in the related prospectus and other documents; that Barclays\u2019 failure to make those disclosures was \u201cmisleading, false and\/or deceptive\u201d, and that Mr Kalaris was \u201cinvolved\u201d in the transactions. 40. However, in subsequent correspondence, the Authority stated that it was not alleging Mr Kalaris had behaved improperly in relation to the capital raising itself, but rather that the answers he gave during the 2013 Interview relating the June 2008 exercise had lacked candour and\/or were untrue. 41. In relation to the GenVen Report, the Decision Notice states, and the Authority subsequently confirmed, that the Decision was based on the answers given by Mr Kalaris during the 2014 Interview, and not on Mr Kalaris having acted improperly by suppressing the GenVen Report. Evidence 42. The Tribunal\u2019s powers in relation to admitting or refusing to admit evidence are given by Rule 15(2), which provides: \u201cThe Upper Tribunal may\u2014 (a) admit evidence whether or not\u2014 (i) the evidence would be admissible in a civil trial in the United Kingdom; or (ii) the evidence was available to a previous decision maker; or (b) exclude evidence that would otherwise be admissible where\u2014 (i)-(ii)\u2026 (iii) it would otherwise be unfair to admit the evidence\u201d. 43. The Tribunal was provided with a \u201ccore bundle\u201d of 4,431 pages and a \u201cnon-core bundle\u201d of 12,710 pages (together \u201cthe Bundle\u201d). In the course of the hearing, Mr Stanley applied for part of the transcript relating to Mr Kalaris\u2019s criminal trial to be admitted; Mr Winter did not object and we gave permission. 44. Mr Kalaris provided a witness statement and gave oral evidence on oath over one and a half days. He was cross-examined by Mr Stanley and re-examined by Mr Winter. No other witnesses gave evidence. The evidence on the capital raising issue 45. Our findings on the capital raising issue are based on the evidence given by Mr Kalaris, either in his witness statement or under cross-examination at this hearing, and on the following documentary evidence, none of which was in dispute: (1) the Prospectus for the capital raising, and the text of the Advisory Services Agreement (\u201cASA\u201d) entered into by Barclays, both of which Mr Kalaris accepted he had seen before the 2013 Interview; (2) contemporaneous emails sent or received by Mr Kalaris; (3) the content of other contemporaneous emails, which Mr Kalaris accepted in oral evidence he had been aware of at the time of the 2013 Interview; (4) transcripts of contemporaneous conversations to which Mr Kalaris had been a party; and (5) the transcript of the 2013 Interview. An earlier version sent to Mr Kalaris and his lawyers had been returned with proposed changes, the majority of which were minor clarifications. Neither Mr Kalaris nor Mr Winter suggested that any part of the transcript was an incorrect record of what had been said. 46. Both parties also referred to the judgment of Waksman J in PCP Capital Partners LLP and another v Barclays Bank plc [2021] EWHC 307 (Comm) (\u201cPCP\u201d), see further \u00a7108. Mr Stanley submitted that it was entirely reasonable for the Authority to have regard to the factual findings made by Waksman J. He cited Henton v FSA [2007] FIN\/2006\/0017 (\u201cHenton\u201d), in which Judge Brice had considered whether the Authority could put forward an earlier High Court decision (\u201cSphere Drake\u201d) relating to the same applicant. She held at [48]: \u201cI bear in mind the legislative framework within which the Tribunal operates and that it is the task of the Tribunal to decide whether the Applicant is a fit and proper person within the meaning of section 56 of the 2000 Act. The legislative framework includes section 133 and Rule 19(3) as a result of which the findings in Sphere Drake may be put before the Tribunal by the Authority as evidence and the Tribunal is free to make such use of those findings as is proper in the circumstances. However, the Tribunal will also have regard to any other evidence which is adduced before it, including any evidence of the Applicant or of witnesses on his behalf. For example, if the Applicant wishes to adduce evidence to support his contention that what he did was the normal practice of the market then he may do so. The Tribunal will also have regard to any argument put forward by either party.\u201d 47. That summary of the legal position was endorsed in Barry Williams v FSA [2011] FIN\/2010\/0006 at [8], and we respectfully agree. In any event, Mr Winter did not challenge the admissibility of any of the factual findings made by Waksman J. Mr Beauchamp 48. The 2013 Interview was conducted on behalf of the Authority by Mr Bob Beauchamp. Mr Winter submitted that the Authority could not make good its case that Mr Kalaris had given misleading replies in the course of that Interview, because it had not called Mr Beauchamp to give evidence and so could not show he had been misled. 49. Mr Stanley responded by saying: \u201cThe question is not whether anyone was in fact misled by Mr Kalaris\u2026the question is whether Mr Kalaris gave honest answers and, for that purpose, the right thing to do is to read the transcript.\u201d 50. We agree with Mr Stanley. The issue we have to decide is whether Mr Kalaris was candid and truthful in the answers he gave during the 2013 Interview, not whether Mr Beauchamp himself believed Mr Kalaris\u2019s replies. The GenVen Report 51. The parties disagreed as to the evidence which we should take into account when making our findings in relation to the GenVen Report, as we explain below. Mr Tinney 52. In Andrew Tinney v FCA [2018] UKUT 0435 (TCC) (\u201cTinney\u201d) the Tribunal made findings of fact about some of the events which are relevant to the Saranac Reference. 53. Mr Winter submitted that the Tribunal\u2019s findings in Tinney should be disregarded, because: (1) Mr Kalaris had not been a witness in Tinney; (2) Mr Tinney is not a witness in this hearing; (3) had Mr Tinney been tendered as a witness, Mr Winter would have wanted to cross-examine him; and (4) the Authority\u2019s position during the Tinney hearing was that Mr Tinney had acted without integrity. It was therefore inappropriate for the Authority now to rely on his evidence or on the findings made by the Tribunal on the basis of that evidence. 54. Despite that overall submission, Mr Winter also asked us in closing to find facts about Mr Tinney\u2019s motive and reasons, by reference to the findings in Tinney. 55. Mr Stanley started from Rule 15(2), which as set out above, allows the Tribunal to admit evidence whether or not it \u201cwould be admissible in a civil trial in the United Kingdom\u201d. He added that it was clear from Henton that the Authority could put Tinney before this Tribunal as evidence of fact. In response to Mr Winter\u2019s third point, he said that although the Authority originally considered Mr Tinney to have acted without integrity, it now accepted the Tribunal\u2019s finding to the contrary. 56. For the reasons given by Mr Stanley, we agree that the findings of Tinney are admissible. However, we also agreed with Mr Winter that it would be unfair to place weight on those findings, given that Mr Tinney was not a witness in these proceedings, and so could not be cross-examined. We took the same approach in relation to the transcript of Mr Tinney\u2019s interview with the Authority. 57. We considered the finding on which Mr Winter asked us to place reliance. However, it appeared to be based on evidence given by Mr Tinney during his interview with the Authority. Mr Kalaris was taken to that evidence in cross-examination and he denied it was accurate. We have therefore not placed any weight on that finding, or any other finding made in Tinney. Mr Perry 58. The Bundle contained emails and notes written by Mr Duncan Perry, General Counsel of Barclays Wealth at the relevant time, together with copies of recordings he had made and answers he gave in interviews. Mr Winter submitted that the Tribunal should disregard that evidence because: (1) Mr Perry had not been called as a witness; (2) had he been called, Mr Winter would have wanted to cross-examine him; and (3) in Tinney, the Tribunal had refused to admit the same or similar evidence, unless it had been corroborated by Mr Tinney. 59. Mr Stanley submitted that the evidence was admissible, and in response to Mr Winter\u2019s third point, said there was a difference between Saranac\u2019s Reference and that in Tinney, because the issue in this case was whether the Authority had acted reasonably in deciding Mr Kalaris was not \u201cfit and proper\u201d, whereas in Tinney the Authority had the burden of proving Mr Tinney had acted without integrity. 60. We agree with Mr Stanley both that this evidence was admissible, and that in Tinney the Authority had the burden of proving that Mr Tinney was not fit and proper, which is not the position in the Saranac Reference. 61. However, our task is to find the facts on the basis of the evidence, and then to consider, in the light of those facts, whether the Decision was one which was reasonably open to the Authority. Given that Mr Perry had not been tendered as a witness, we decided it would be unfair to place weight on his evidence when making those findings, unless Mr Kalaris had accepted that evidence. Mr Mason 62. Mr Mason was Mr Tinney\u2019s Chief of Staff at the relevant time, and the Bundle contained his contemporaneous notes and the transcript of an interview by the Authority. 63. In the course of the hearing, Mr Kalaris said the notes related to two meetings, one of which he accepted was \u201ca fair review of the position\u201d, but that he had not attended the second meeting. Mr Stanley accepted this may have been the position. We have therefore not placed any weight on the notes of that second meeting, or on the transcript of Mr Mason\u2019s interview, because he too was not available for cross-examination. Mr Biesinger 64. Mr Biesinger was one of the authors of the GenVen Report, and the Bundle included the transcript of his interview by the Authority. Mr Winter asked that reliance be placed on one small part of that evidence, but submitted that the Tribunal should refuse to place any weight on the rest, given that Mr Biesinger had not been called as a witness and could not be cross-examined. 65. Because Mr Biesinger had not been called as a witness, we have not placed reliance on his evidence when making our findings of fact. The part of the evidence to which Mr Winter did not object was half a sentence without the rest of the passage. We decided it was not fair to the Authority for us to have regard only to a half sentence taken out of its context, and have not done so. Findings of fact 66. On the basis of the evidence summarised above, we make the findings of fact in this judgment. We begin with background findings, followed by findings about both the 2013 and 2014 Interviews and about other matters. Background findings of fact 67. The background findings relate for the most part to Mr Kalaris, the criminal case, and Saranac. Mr Kalaris 68. In 1976, Mr Kalaris graduated from Dickinson College in Pennsylvania with a degree in Economics. He subsequently undertook a postgraduate course at the University of Chicago and completed an MBA in 1978. He worked for JP Morgan in the US from 1977 to 1986, beginning on the trading floor and ending as Managing Director and Global Head of Fixed Income Research, Sales &amp; Trading, and then as Head of Investment Client Management 69. In September 1996 Mr Kalaris joined Barclays, a well-known major global financial services provider, with operations in many countries including the UK and the USA. Barclays has a number of divisions, including Barclays Capital (\u201cBarcap\u201d). From 1997 until the end of 2005 Mr Kalaris was Chief Executive of Barclays in the Americas; he also served as Chairman of the Bond Market Association and sat on the Treasury Borrowing Advisory Committee, a formal advisory committee to the US Treasury. 70. Mr Kalaris moved to London in 2006 as Chief Executive of Wealth and Investment Management; in 2009 he joined Barclays\u2019 Group Executive Committee, and in 2012 was appointed Barclays Group Executive Chairman of the Americas. Between 1 November 2007 and 1 May 2013, he was an approved person, holding the CF29 (Significant Management) function at Barclays. 71. We agree with Mr Stanley that Mr Kalaris is a highly intelligent man with a deep understanding of the markets in which he operated. Having heard him give evidence over one and half days and read his witness statement, we also agree that he is well able to express himself with precision. Capital raising, GenVen and the Interviews 72. Mr Kalaris was involved in the capital raising exercises which took place in June and October 2008. In 2012 his direct report, Mr Tinney, engaged GenVen to carry out a cultural audit. There are further findings about the capital raising and GenVen later in this judgment. 73. The 2013 Interview took place on 15 March 2013 and concerned the capital raising. On 1 May 2013, Mr Kalaris left Barclays (although he remained on garden leave for a year). The 2014 Interview took place on 26 September 2014 and related to the GenVen Report. We also make further findings about both Interviews later in this judgment. The criminal proceedings 74. In 2014 and 2016 Mr Kalaris provided pre-prepared statements for the Serious Fraud Office (\u201cSFO\u201d) about the capital raising, and on 19 and 20 September 2016 was interviewed by the SFO on a voluntary basis. He provided a third statement on 26 October 2016. 75. On 20 June 2017 Mr Kalaris and four other senior Barclays executives were charged with conspiracy to commit fraud by false representation in relation to the June and October 2008 capital raising; the trial began in January 2019. In April 2019, the charges were dismissed by the judge on the basis that there was no case to answer. In June 2019, the Court of Appeal allowed an appeal, and Mr Kalaris and two other executives were retried. That hearing began in October 2019 and ended on 28 February 2020, when all three were acquitted. Saranac 76. Meanwhile, in 2015 Mr Kalaris had founded Saranac. In July 2016, Saranac applied to the Authority for Mr Kalaris to be authorised to perform the CF1 Director and CF3 Chief Executive functions, and for him to be approved to hold more than 10% of its voting rights (and so be a \u201ccontroller\u201d of the firm as defined by FSMA s 181). On 8 April 2016, the Authority said it was minded to refuse that application, and it was withdrawn. 77. Saranac then restructured its share capital, introducing a new class of shares held only by Mr Kalaris, which were restricted to less than 10% of the votes. As a result, Mr Kalaris held 39% of Saranac\u2019s shares by capital value, but only 9.99% of the votes. 78. Saranac made a further application for authorisation in 2016, but did not apply for Mr Kalaris to perform a controlled function. On 3 May 2017, the Authority granted authorisation to Saranac on condition that the Chair, Mr Robert Elliott, attested on an ongoing monthly basis that Mr Kalaris did not have, and did not exercise, significant influence over Saranac. That condition was removed in March 2020 following Mr Kalaris\u2019s acquittal in the criminal trial. In the period before Saranac was authorised, Mr Kalaris invested over \u00a320m in the business. 79. On 28 July 2020 Saranac certified Mr Kalaris as fit and proper to act as a client adviser under a contract of employment. On 21 September 2020, Saranac made the Application to the Authority for Mr Kalaris to be approved to perform the Chief Executive and Executive Director functions. On 17 November 2022, the Authority issued the Decision Notice refusing the Application, on the grounds that it was not satisfied Mr Kalaris was a fit and proper person to perform those functions. On 9 December 2022, Saranac referred the Decision Notice to the Tribunal. THE 2013 INTERVIEW Findings of fact 80. On the basis of the evidence summarised at \u00a745 we make the following findings of fact about the capital raising exercises and the related 2013 Interview. The SWF initiative 81. In 2007, Mr Kalaris was asked by Mr Bob Diamond, President of Barclays, to participate in Barclays\u2019 \u201cSovereign Wealth Fund\u201d (\u201cSWF\u201d) initiative. Its purpose was to analyse opportunities arising from closer interaction with SWFs, in particular those in the Middle East, and devise a strategy to expand Barclays\u2019 opportunities and client base in the region. The SWF initiative continued into 2008. The economic situation 82. There were signs of a financial crash in early 2008, and by May of that year it was evident that the world was on the brink of a crisis, and that financial institutions needed to raise capital to avoid risking collapse. At the time, Mr John Varley was Barclays\u2019 CEO, Mr Chris Lucas was its CFO and Mr Paul Emney its COO. 83. Barclays\u2019 Board decided that very large sums of money needed to be raised to support the bank, and in June 2008 undertook to raise capital. The exercise was engineered by the Barclays Corporate Development team and its Capital Markets team, led by Mr Richard Boath. Mr Kalaris was brought in to help co-ordinate the process, which involved ensuring, in his own words, that \u201ceverything and everyone was as joined up as possible and that all relevant senior management were kept informed and all relevant people were involved in any decisions to be made\u201d. 84. Barclays\u2019 strategy was to try and secure a lead SWF investor to participate in the capital raising, because it was felt that as soon as one significant investor committed, others would have the confidence to follow suit. Barclays approached a number of possible SWFs, including the Qatar Investment Authority (\u201cthe Qataris\u201d). The potential investors were given code names based on species of bird, with the Qataris being \u201cQuail\u201d. 85. On 28 May 2008, Barclays decided it would pay 1.5% underwriting commission on the capital raising. However, by at least 15 May 2008, it was also considering ways of \u201csweetening\u201d the deal for \u201ccornerstone investors\u201d, including by using a memorandum of understanding (\u201cMoU\u201d) specific to the investor in question. The ASA 86. On 3 June 2008, Mr Jenkins, Mr Boath and Mr Kalaris attended a meeting with Dr Hussain, a lead negotiator for the Qataris, at which Dr Hussain said that \u201cbefore committing\u201d to the capital raising, the Qataris \u201cneed a fee of 3.75%\u201d. Mr Boath did a note of that meeting, which ends with action points, including \u201cdecide on fee\u201d. There was thus a gap between the fee the Qataris were looking for and the commission on which the Board had already decided. Mr Kalaris described this in his evidence as the \u201cvalue gap\u201d. 87. Mr Kalaris spoke to Mr Varley the same day, and then called Mr Boath to report that Mr Varley had said \u201che could live with 3.5% if he had to\u201d, and that he had told Mr Varley that \u201cthe answer\u201d was maybe \u201can agreed upon joint venture of some sort\u201d. Mr Kalaris also spoke to Mr Diamond. Following those conversations, Mr Kalaris understood that the additional value would need to be provided by a side agreement. 88. On 5 June 2008, Mr Kalaris informed Mr Boath that Mr Varley had approved the 3.5% and at some point the Qataris agreed to a total of 3.5% rather than the 3.75% originally put forward by Dr Hussain. 89. Over the next few days, various ways of filling the \u201cvalue gap\u201d were considered. On 11 June 2008, Mr Jenkins suggested to Mr Kalaris that they use an agreement under which the Qataris would provide Barclays with access to their network of contacts and to sponsorship in the region, in exchange for the further money they required. Mr Kalaris agreed under cross-examination that this discussion was the origin of the idea to use an ASA. 90. Mr Kalaris had a telephone conversation with Mr Boath the same day. The transcript of that call incudes the following \u201cMr Kalaris: I told him [Mark Harding, Barclays General Counsel] I expected him to review all these documents\u2026[and that] I don\u2019t want to go to jail, so Mark you\u2019ve got to make sure you\u2019re comfortable\u2026 Mr Boath: What exactly are you going to propose to them? Mr Kalaris: What we\u2019re proposing to them is that we \u2013 that a week or ten days or whatever from now, once we sign the subscription, that we will then enter into an agreement where we pay for \u2013 we set up a joint venture and also paid for advice on the entire region. Mr Boath: Right. Mr Kalaris: And that that joint venture goes to [Paul] Emney and two or three other guys and their cost gets subtracted from the joint venture \u2013 sorry gets subtracted from the 35 [3.5]. Mr Boath: I see. Mr Kalaris: And so what we have is that we have [inaudible] and that the joint venture is intended to advice [advise] and support our whole efforts in that region and frankly something, if you said to me pay the money and do it just on a pure arm\u2019s length basis. Do I think I could make it work for the next, you know, the next two years, where if I had a commitment on the part of that client in that institution, absolutely right. I think I would do it at arm\u2019s length. \u2026 Mr Kalaris: \u2026You know, we need to think about what are the worst case scenarios, right. The worst case scenario is someone says well it\u2019s not economic, and I say, bullshit, we\u2019re paying this amount of money, in this relationship, with these guys, we\u2019re delighted to do it. Mr Boath: Yeah, I mean obviously the jeopardy is you know we\u2019re rumbled and people say well that was bullshit, you know this is just a fee through the backdoor and \u0336 Mr Kalaris: Yeah. But what would you say about Penguin [another potential investor]? Mr Boath: I don\u2019t know \u2013 It\u2019s an MOU and its been disclosed\u2026\u201d 91. When asked about this exchange during cross-examination, Mr Kalaris said that he was American; that in the US the word \u201crumble\u201d means \u201cfight\u201d, and that he hadn\u2019t understand the word as used by Mr Boath to have \u201cthe British connotation\u201d of \u201cfound out\u201d. 92. We agree with Mr Stanley that this evidence was not credible, for two reasons: (1) In the context used by Mr Boath, \u201cfight\u201d makes no sense: the sentence would then read \u201cthe jeopardy is you know we\u2019re fought and people say\u2026\u201d. The only possible meaning of \u201crumbled\u201d in the sentence used by Mr Boath is \u201cfound out\u201d. (2) Mr Kalaris referred to the same passage when giving evidence to the SFO in 2016. At that time, he said he understood Mr Boath to have meant \u201cif people appreciated\u2026ie that they rumbled that there was a link\u2026they would conclude that it was a disguised fee\u201d. Had he misunderstood the meaning of \u201crumbled\u201d when it was used by Mr Boath, he would have informed the SFO. 93. Mr Boath and Mr Kalaris spoke again later on 11 June 2008; their conversation included the following exchange: \u201cMr Kalaris: \u2026what we\u2019re paying for is we\u2019re paying for the advice and other things like that, right, so we can make that clear and separate&#8230; \u2026 I mean I guess the question when we actually go down this path, you know\u2026we need to make sure that [Mark Harding] is comfortable \u2026 Mr Boath: \u2026he might say it\u2019s okay, right, because whatever we do, right, you know, will not be related to this subscription agreement, but frankly we all know that whatever we enter into we are entering into in exchange for the subscription agreement. So, you know, he\u2019s got to get his head round it. Mr Kalaris: Yeah. Yeah that\u2019s right. None of us wants to go to jailhere\u2026\u201d 94. In his oral evidence, Mr Kalaris said that Mr Boath \u201cmis-spoke\u201d when he said the extra 2% was \u201cin exchange for the subscription agreement\u201d. He added that \u201cwe all knew\u201d the 2% was \u201cpart of an overall package with the Qataris\u201d. When Mr Stanley asked \u201cdo you agree with me that it was a fact that the advisory agreement was connected with the Qatari investment in the first capital raising?\u201d, Mr Kalaris replied \u201cYes, I do\u201d. 95. A later exchange during Mr Kalaris\u2019s cross-examination was as follows: \u201cMr Stanley: The advisory agreement was the means by which Qatar would receive the value that it wanted as a result of its investment, albeit by providing services under the agreement. Do you agree with that? Mr Kalaris: The Qataris had a view as to what they wanted to receive from the overall relationship with Barclays. That had two component parts to it. One was the participation at 1.5 per cent and the balance was the advisory service agreement. That provided the Qataris with the value that they wanted. The two were done in conjunction with each other. Mr Stanley: It was the means by which Qatar would receive the value it wanted, correct? Mr Kalaris: It was a means, yes. It was a legitimate means.\u201d 96. Mr Stanley then put to Mr Kalaris that the ASA \u201csecured\u2026the Qataris participating in the subscription, because it delivered to the Qataris the further value which they were seeking while providing value for money for the bank at the same time?\u201d, to which Mr Kalaris replied \u201cthat\u2019s correct\u201d. 97. When Mr Kalaris was asked to agree that the Qataris would not have participated in the capital raising had they not also received the 2% under the ASA, he said that it had been \u201cevident from the beginning\u201d that the Qataris \u201cwanted extra value for the relationship with Barclays\u201d. In his statement to the SFO, he had said in relation to his conversation with Mr Boath on 4 June 2008 that (our emphasis): \u201c\u2026my understanding [was] that the Qataris wanted additional value for their investment to that paid into the first capital raise, and that the bank if it wanted to proceedwould need to consider a legitimate way of transferring added value to them.\u201d 98. We find as a fact that the Qataris would not have participated in the capital raising had Barclays not agreed to pay the further sum under the ASA. This was clear from the first conversation with Mr Hussain; it underpins the entire approach taken by Barclays in response; and it is also explicit in Mr Kalaris\u2019s evidence. 99. Mr Kalaris was not involved in working out the exact sum to be paid to the Qataris in order to fill the \u201cvalue gap\u201d between the 1.5% commission amount and the amount they were seeking. His consistent evidence, which we accepted, was that he considered that the 2% was worth paying in exchange for access to the Qataris\u2019 network, and to obtain their support in developing Barclays\u2019 presence in the Middle East, and he would have been open to doing the same deal on an arm\u2019s length basis. That evidence is supported by his exchange with Mr Boath already set out at \u00a790. We also accepted Mr Kalaris\u2019s evidence that he had been looking for a method of filling the value gap which was \u201clegal and commercial and practical\u201d. The link between the ASA and the capital raising 100. On the basis of the foregoing, we summarise our key findings about the link between the ASA and the capital raising as follows: (1) Barclays\u2019 Board had decided that the commission payable for participating in the capital raising was 1.5%. (2) The Qataris would only participate in the capital raising exercise if they received a total of 3.5%. (3) Barclays looked for a way of delivering the extra 2%, and decided on the ASA. (4) The ASA was a side deal to fill the value gap between the 1.5% fixed by Barclays\u2019 Board and the 3.5% required by the Qataris. The ASA and the Qataris\u2019 contribution to the capital raising formed a package and were connected. The text of the ASA 101. On 25 June 2008, Barclays sent the ASA to the Qataris. It consisted of a single page, which read as follows: \u201cWe are extremely pleased and honoured to be writing to you in connection with a new advisory agreement between our two institutions. You agree to provide various services to us, as an intermediary, in connection with the development of our business in the Middle East. You will provide these services over a period of 36 months to a total value of \u00a342,000,000 [handwritten]. In return, we will pay you the sum of \u00a342,000,000 [handwritten] in four equal instalments, the first within two weeks of signing, the second on 1 October 2008, the third on 1 January 2009 and the last on 1 April 2009. We have discussed the type and scale of services you will provide to deliver value in exchange for this fee and we know this will need to be refined by mutual agreement as our relationship develops further. Both parties will monitor and review this arrangement and act in good faith in connection with the formulation and arrangement of the services to be provided. We are not creating a partnership or agency arrangement and neither party may make any commitment on behalf of the other without express instructions from the party intending to be bound. This letter and the arrangements contemplated by it will be governed by English law.\u201d The Prospectus 102. Also on 25 June 2008, Barclays announced that it was raising new capital. Of the total \u00a34bn raised, the Qataris invested about \u00a31.4bn and received a 6.4% stake in Barclays. Both the announcement of the share issue, and the related Prospectus included this passage: \u201cSMBC [Sumitomo Mitsui Banking Corporation] has agreed to subscribe for the Firm Placed Shares and Qatar Investment Authority, Challenger, China Development Bank, Temasek and the Further Placees have agreed to subscribe for the Open Offer Shares to the extent, other than in the case of China Development Bank\u2019s Open Offer Entitlement, not taken up by Qualifying Shareholders. The Board believes that this is an important endorsement of Barclays longterm strategy and vision, and underscores the confidence of these institutions in Barclays and in its management team. Barclays is also pleased to have entered into an agreement for the provision of advisory services by Qatar Investment Authority to Barclays in the Middle East and to have agreed to explore opportunities for a co-operative business relationship with SMBC. The Board welcomes the support of Qatar Investment Authority, Challenger, SMBC, China Development Bank and Temasek as important investors while ensuring that the Open Offer structure allows existing Shareholders to participate in the issue of the Open Offer Shares on a pre-emptive basis.\u201d 103. As Mr Kalaris accepted in the course of cross-examination, this passage in the Prospectus simply recorded that an agreement had been made between Barclays and the Qataris for the latter to provide advisory services. 104. Under the heading \u201cFurther information on the Investors\u201d, the Prospectus included this passage: \u201cQatar Investment Authority Qatar Investment Authority was originally founded by the State of Qatar in 2005 to strengthen the country\u2019s economy by diversifying into new asset classes. Building upon the heritage of investments dating back more than three decades, its growing portfolio of long-term strategic investments complement the State of Qatar\u2019s wealth in natural resources. Qatar Investment Authority\u2019s investment in Barclays is being made by its wholly owned subsidiary Qatar Holding, which was incorporated in April 2006 within the jurisdiction of Qatar Financial Centre as the prime vehicle for strategic and direct investments by the State of Qatar. Headquartered in the Qatar Financial Centre, Qatar Holding is structured to operate at the very highest levels of global investing, with a planned presence in all major capital markets. Barclays and Qatar Holding have entered into an agreement for the provision of advisory services by Qatar Holding to Barclays in the Middle East.\u201d 105. Under the heading \u201cMaterial Contracts\u201d, the Prospectus first explained what was meant by that term: \u201cThe following are all of the contracts (not being contracts entered into in the ordinary course of business) that have been entered into by members of the Group: (i) within the two years immediately preceding the date of this document which are, or may be, material to the Group; or (ii) at any time and contain obligations or entitlements which are, or may be, material to the Group as at the date of this document.\u201d 106. The Prospectus then described the subscription agreements entered into by SMBC and China Development Bank. This passage then followed: \u201cQatar Subscription Agreement On 25 June 2008 Barclays and Qatar Holding entered into a subscription agreement (the \u201cQatar Subscription Agreement\u201d). The Qatar Subscription Agreement sets out the terms and conditions pursuant to which Barclays will, conditional only upon Admission, allot to Qatar Holding the Qatar Subscription Shares at the Issue Price of 282 pence per share. In consideration for agreeing to subscribe for the Qatar Subscription Shares, Barclays undertakes to pay Qatar Holding a commission equal to the product of 1.5 per cent. and the maximum number of Open Offer Shares for which Qatar Holding might be obliged to subscribe, being 625,426,689 New Ordinary Shares, at the Issue Price. The consideration for the allotment and issue of the Qatar Subscription Shares shall be the payment by Qatar Holding of an amount equal to the product of the Issue Price and the number of Qatar Subscription Shares. The Qatar Subscription Agreement contains customary warranties and undertakings.\u201d 107. The Prospectus did not include the ASA as a \u201cmaterial contract\u201d. As set out above, it contained two, essentially identical, statements about the ASA: (1) Barclays had \u201centered into an agreement for the provision of advisory services by Qatar Investment Authority to Barclays in the Middle East\u201d; and (2) \u201cBarclays and Qatar Holding have entered into an agreement for the provision of advisory services by Qatar Holding to Barclays in the Middle East\u201d. The second capital raising and PCP 108. In October 2008, Barclays carried out a second capital raising exercise in which the Qataris also participated. Barclays also paid a further sum to a Qatar entity which was said to be under an extension to the ASA (\u201cASA 2\u201d). No similar sum was paid to other investors, including special purpose vehicles (\u201cSPVs\u201d) owned by PCP Capital Partners LLP and PCP International Finance Ltd (together, \u201cPCP\u201d). 109. PCP subsequently lost control of the SPVs but later negotiated a fee relating to the work it had carried out in relation to the second capital raising exercise. In January 2016, PCP sued Barclays on the basis that: (1) the ASA was a sham; (2) the Qatar entities had been paid disguised fees in exchange for making their investments in Barclays; and (3) PCP\u2019s commission was lower than it would have been, had it been based on the true fees paid by Barclays to the Qataris. 110. The case was heard between July and October 2020, and judgment was handed down on 26 February 2021. Waksman J held at [363] that the ASA was not \u201ca fully detailed service agreement, with ordinary commercial terms for payment\u201d but instead \u201ca virtually worthless piece of paper, save for the payment of the \u00a342m\u201d. He added that \u201cQatar barely had to do anything to perform it and while Barclays had the obligation to pay, it did not have much if anything by way of entitlement under the agreement anyway\u201d. We agree with and adopt those factual findings. 111. Waksman J went on to find that the ASA was not a sham, which he described at [368] as a \u201chighly specific and narrow doctrine\u201d, saying at [366]: \u201cThe agreement, as executed, may well be regarded as uncommon or artificial or even perhaps reflective of a breach of fiduciary duty on the part of those who were involved in its production on Barclays\u2019 side including, perhaps, Mr Varley who signed it. It might be regarded as a transaction at an undervalue. On any view the whole process looked \u2018smelly\u2019 or \u2018dodgy\u2019. But none of that meant that the parties each intended not to be bound by what they signed.\u201d The 2013 Interview 112. On 9 July 2012, the Authority appointed three investigators, one of whom was Mr Beauchamp. The Memorandum of Appointment (\u201cthe Memorandum\u201d) said that the investigation had been instigated because there were \u201ccircumstances suggesting that Barclays Bank plc may have been [sic] contravened Rule 1.3.3 of the Listing Rules\u201d, and continued: \u201cThese circumstances arise in relation to announcements, a circular and prospectuses issued by Barclays plc and Barclays Bank pc in relation to capital raising exercises announced by Barclays plc on 25 June 2008 and 31 October 200, and in relation to fees payable to Qatar Holding LLC under agreements dated 25 June 2008 and 31 October 2008 which may have related to the capital raising and which were not referred to in the announcements, a circular and prospectuses.\u201d 113. The Memorandum was provided to Barclays and to its lawyers, Clifford Chance LLP (\u201cClifford Chance\u201d). The 2013 Interview with Mr Kalaris was carried out as part of that investigation. He had been made aware before the Interview began as to the \u201ccircumstances\u201d being considered by the Authority. 114. The 2013 Interview was conducted under FSMA s 171; subsection (1) of that section provides that an investigator \u201cmay require\u201d a person \u201cconnected with the person under investigation\u201d to \u201cattend before the investigator at a specified time and place and answer questions\u201d. It was thus what is known as a \u201ccompelled\u201d interview. Mr Kalaris was warned by Mr Beauchamp that a failure \u201cto comply fully\u201d with the requirement that he answer questions could be drawn to the attention of the court, which if satisfied that he had failed without reasonable excuse to comply, could take the same action as if he had been in contempt. 115. Mr Kalaris was accompanied by two solicitors from Clifford Chance, and was told at its inception that he could stop the interview at any time in order to consult with those solicitors. He was also provided with a bundle of documents (\u201cthe Interview Bundle\u201d) which contained the following: (1) An email from Mr Kalaris dated 16 May 2008, which listed the potential investors in the June capital raising, including the Qataris. (2) An email from Mr Kalaris dated 22 May 2008, setting out the \u201crunning order\u201d for the meeting with the Qataris which was to take place the following day. In that email, Mr Kalaris suggested to Mr Varley that he tell the Qataris that Barclays very much wanted to partner with them and that this would be \u201cmore than a financial partnership, a strategic one as well\u201d. (3) An email from Mr Kalaris dated 25 May 2008, summarising that meeting. It included the comments that \u201cour fee and mechanism for the underwriting is fine\u201d and \u201call the soft stuff, secondment etc is agreed\u201d. (4) An email dated 3 June 2008 from Mr Boath to Mr Kalaris and Mr Jenkins, in which he summarised the meeting in which Dr Hussain had stated that the Qataris were seeking a \u201cfee of 3.75%\u201d. (5) An email of the same date to Mr Boath from Mr Leighton of Barclays\u2019 Financial Institutions Group, setting out the financial implications if commission was paid at 1.5%, 3.25% and 3.5%, and the copy of that email forwarded to Mr Kalaris. (6) An email chain dated 24 June 2008: (a) from Mr Jenkins to Mr Kalaris saying \u201cassume I am signing advisory letter with q [the Qataris]\u201d; (b) Mr Kalaris\u2019s forwarding of that email to Mr Harding, with the text \u201cAnswer is yes?\u201d. (c) Mr Harding\u2019s reply, in which he said \u201cAssume so. Don\u2019t think it needs any other authorisation. Suggest Roger [Jenkins] doesn\u2019t sign until Qatar signs the subscription agreement\u201d. (7) A copy of the ASA. What Mr Kalaris knew 116. On the basis of the findings already made, we further find that at the time of the 2013 Interview, Mr Kalaris knew that: (1) the ASA and the Qataris\u2019 contribution to the capital raising together formed a \u201cpackage\u201d, see \u00a794; (2) the ASA was a \u201cside deal\u201d to fill the \u201cvalue gap\u201d between the 1.5% commission agreed by the Board in relation to the capital raising, and the 3.5% required by the Qataris, see \u00a787; (3) the Qataris would not have participated in the capital raising had Barclays had not met that economic gap, see \u00a797 &#8211; \u00a798; and (4) the ASA and the capital raising were thus \u201cconnected\u201d, see \u00a794. 117. Mr Stanley submitted that none of the above could \u201creasonably [have] been forgotten or overlooked\u201d by Mr Kalaris at the time of the 2013 Interview. Mr Winter did not take issue with any of the four particular points set out above, but he nevertheless suggested that Mr Kalaris had been disadvantaged at the time of the 2013 Interview (a) because he had not had access to various items of legally privileged correspondence, and (b) because the events had taken place nearly five years previously. 118. We agree with Mr Stanley. The facts set out at \u00a7116 were key to the transaction which Mr Kalaris was co-ordinating; they are not points of detail which required access to privileged documents. Moreover, Mr Kalaris himself did not give evidence that, at the time of the 2013 Interview, he had forgotten any of those key facts. What the Authority knew 119. At the time of the 2013 Interview, the Authority knew the following facts: (1) from the Prospectus, that Barclays had entered into an ASA with the Qataris; (2) from the Interview Bundle provided to Mr Kalaris for the hearing, see \u00a7115, that the Qataris were seeking a \u201cfee of 3.75%\u201d; and (3) from the ASA, that it had been entered into on 25 June 2008, the same day as Barclays launched the capital raising exercise. 120. It was part of Saranac\u2019s case that, at the time of the 2013 Interview,\u201ceverybody\u201d including the Authority, knew the ASA and the capital raising were connected, and that this could be seen from the Prospectus. Mr Winter said: \u201cWe are not dealing with stupid people reading prospectuses. They would have known, as is obvious, that Qatar was being paid for the provision of advisory services\u2026\u201d 121. However, we have already found as facts that: (1) The Prospectus simply recorded that the ASA had been entered into; there were no details, and the ASA was not disclosed as a material contract. (2) Although the Authority had a copy of the ASA, this consisted of a single page with no reference to the capital raising. (3) None of the emails in the Interview Bundle explained that the ASA and the Qataris contribution to the capital raising formed a \u201csingle package\u201d or that the two were \u201cconnected\u201d, see \u00a7115. 122. Mr Winter also relied on the Memorandum, submitting that \u201cthe Authority had made clear that it was investigating whether the ASA was a sham or a cover for what was actually an additional payment for participation in the capital raisings, in breach of the Listing Rules\u201d. However, the Memorandum said that the Authority was investigating (our emphasis): \u201cfees payable to Qatar Holding LLC under [the ASA] which may have related to the capital raising and which were not referred to in the announcements, a circular and prospectuses.\u201d 123. It is of course true that the context of the Authority\u2019s investigation was Barclays\u2019 possible breach of the Listing Rules, but at the time of the 2013 Interview, the Authority plainly did not know that the ASA did relate to the capital raising: that was the very issue they were investigating. Neither Mr Kalaris nor Mr Winter identified any evidence to which the Authority had had access before the 2013 Interview which would have enabled it to know the two were connected. Mr Beauchamp did not say, at any point during the 2013 Interview, that the Authority knew that the ASA and the Qataris\u2019 contribution to the capital raising were \u201cconnected\u201d, that they were a \u201cpackage\u201d or that the Authority knew the Qataris would not have participated in the capital raising had Barclays not met the \u201cvalue gap\u201d. 124. We therefore find as facts that at the time of the 2013 Interview the Authority was investigating whether the ASA was linked to the capital raising and did not know: (1) that the ASA and the Qataris\u2019 contribution to the capital raising were \u201cfactually connected\u201d because they formed a \u201cpackage\u201d under which the ASA filled the \u201cvalue gap\u201d between the 1.5% and the 3.5% required by the Qataris; or (2) that Qataris would not have participated in the capital raising had Barclays had not met that value gap. What Mr Kalaris believed about the Authority\u2019s knowledge 125. It was common ground that Mr Kalaris knew that the Authority had seen the Prospectus, the related announcement and the emails referred to at \u00a7115. 126. However, it was also a key part of Saranac\u2019s case that, at the time of the 2013 Interview, Mr Kalaris believed the Authority already knew there to be a factual connection between the ASA and the capital raising. The following exchanges took place in the course of cross-examination: Mr Kalaris: \u2026it was evident that the two \u2013 the two elements, the capital raise percentage for placement, and the ASA were \u2013 were linked from a practical perspective. And I went into this conversation with the FSA knowing that, and the FSA knew that. Mr Stanley: When had the FSA ever said anything to you which suggested they had that knowledge? Mr Kalaris: It\u2019s in the Prospectus. Mr Stanley: So the answer is, they never had. You would have had no discussions with the FSA at all, had you, at which the FSA had said \u201cwe know this is to bridge the value gap\u2026\u201d Mr Kalaris: I did not, no. \u2026 Mr Stanley: In fact all that was disclosed [in the Prospectus] wasn\u2019t it, [was] that there was a strategic relationship? Mr Kalaris: Yes, it was, and it was not up to me to decide what was to be disclosed. Mr Stanley: So, when the Authority asked you whether there was a connection, they couldn\u2019t have known more than that, could they? Mr Kalaris: The Authority knew and the people in the room [at the time of the 2013 Interview] knew what was in the Prospectus and that there was a factual connection, which is very clear from both the prospectus and the announcement you showed to me. There was not a legal connection.\u201d 127. We do not find it credible that the time of the 2013 Interview Mr Kalaris believed, on the basis of (a) the Prospectus; (b) the announcement about the capital raising; (c) the Memorandum; (d) the documents in the Interview Bundle; and\/or the earlier questions and answers during the Interview, that the Authority knew that the ASA formed a \u201cpackage\u201d with the Qataris\u2019 contribution to the capital raising so as to fill the value gap. We reject Mr Kalaris\u2019s evidence that he had that belief. Mr Kalaris\u2019s responses relied on by the Authority 128. In so far as the capital raising was concerned, the Authority\u2019s Decision that it was not satisfied Mr Kalaris was a fit and proper person to perform the Chief Executive and Executive Director functions for Saranac rested on his responses to four questions (\u201cthe Questions\u201d) in the course of the 2013 Interview, to which we now turn. Question 1: The \u201cgenesis of the agreement\u201d 129. Question 1 (\u201cQ1\u201d) came after Mr Beauchamp had taken Mr Kalaris to the emails listed at \u00a7115, and to the text of the ASA. Mr Beauchamp then asked \u201cso what was your understanding as to the genesis of the agreement?\u201d, to which Mr Kalaris replied: \u201cI don\u2019t believe I have any understanding or knowledge of what the genesis was, nothing. Sorry let me rephrase that, if you take the continuum of the discussions over a period of a month about we\u2019re going down two paths, one path is the capital raising and the other path is the strategic relationship. Now the capital raising dominated it, dominated the dialogue and maybe it\u2019s 95% of it in the last 5% as a strategic relationship at the time perhaps, in terms of thinking, because the capital raising was more immediate, the strategicrelationship was more strategic. But fundamentally we were delighted, now I was delighted that we had a strategic relationship with the Qataris and weremoving to that because I felt that, as I said earlier I felt that our presence inthe Middle East was third rate. Our sponsorship from the Qataris, advice andfirst call in a way, was a tremendous advantage to have so I would have looked at, looked at this as a win for us that, this strategic relationship.\u201d 130. That exchange was followed by this question and answer: \u201cMr Beauchamp: But you don\u2019t, is this right, you don\u2019t know the genesis of it, how it originated beyond the general time line? Mr Kalaris: No. We knew we won\u2019t have [wanted?] a strategic relationship. I don\u2019t know who put this first draft together frankly, I don\u2019t know whether it was Roger or whether it was John\u2019s office or whether it was the Qataris. A draft was shared with me and I don\u2019t know the author\u2026\u201d Q1: The Authority\u2019s position 131. The Authority\u2019s position was that Mr Kalaris had given untrue evidence by denying any understanding or knowledge of the genesis of the ASA other than in connection with a strategic relationship, when in fact he knew its genesis lay in (a) the Qataris\u2019 demands for additional money, and (b) the ASA was a way of meeting those demands. At the hearing, Mr Stanley said Mr Kalaris\u2019s reply to Q1 was \u201cnot the complete truth\u201d and that his failure to tell the complete truth was deliberate. Q1: Saranac\u2019s position 132. Mr Kalaris put forward various explanations about his response to Q1, which we set out below. Who came up with the idea? 133. Mr Kalaris said in his witness statement that his reply to Q1 had been both honest and candid, because he had \u201cinterpreted that question as asking who had come up with the idea of the ASA and not as asking why the ASA was entered into\u201d. 134. However, as Mr Stanley pointed out in cross-examination, that explanation is inconsistent with the reply Mr Kalaris actually gave. He did not say \u201cIt wasn\u2019t my idea\u201d or \u201cI didn\u2019t draft the document\u201d. Instead, he initially said: \u201cI don\u2019t believe I have any understanding or knowledge of the genesis\u201d and then there were two paths, the capital raising and the strategic relationship. 135. Mr Stanley suggested to Mr Kalaris that he had in fact correctly understood Q1 as meaning \u201chow did it happen\u201d, and Mr Kalaris in terms agreed, saying: \u201c\u2026the idea about the genesis of this that I was trying to express at the time was that it was part of a longer term strategic positioning for the institution in the region and that I felt that that in and of itself made the advisory service arrangement, the ASA, legitimate and fit for purpose.\u201d 136. In re-examination, Mr Kalaris said that at the time of the 2013 Interview he had understood the word \u201cgenesis\u201d to have two meanings, the first being the origin of the ASA itself, and the second being the origin of the document setting out the ASA. The two paths 137. Mr Kalaris also said in his witness statement that he had been correct to tell Mr Beauchamp that the ASA was one of two paths being followed by Barclays, because the ASA and the capital raising were \u201cparallel\u201d. Strategic relationship 138. In addition, Mr Kalaris explained his answer by saying from the witness box: \u201cThe genesis of the agreement comes from the desire to have a strategic relationship with the Qataris to the extent that it become\u2014it is a mechanism of filling the value gap, that was evident and helpful, but it is &#8211; theabsolute starting point is, do we want to have this strategic relationship with the Qataris?\u201d Unnecessary? 139. When asked by Mr Stanley why he did not tell Mr Beauchamp that the genesis of the ASA was to fill the value gap, Mr Kalaris said this was not necessary, because it was \u201cvery clear\u201d from the Prospectus and \u201cthe documents around the transaction\u201d which the Authority had already seen, that the two were factually connected. The Tribunal\u2019s findings 140. We make our findings on Q1 in the light of Mr Kalaris\u2019s evidence and relevant submissions made by Mr Stanley and\/or Mr Winter. 141. We find that Mr Kalaris knew Mr Beauchamp was asking him about the origin of the ASA; this is clear from his initial reply to Q1, which was focused on Barclays\u2019 desire for a strategic relationship and not on the identity of the person who had drafted the document. It is also clear from the first part of his response to Mr Beauchamp\u2019s next question, where he reiterates that Barclays wanted a strategic relationship with the Qataris. Moreover, as noted above, (1) Mr Kalaris accepted under cross-examination that he had had that understanding; and (2) on re-examination, he said he had understood \u201cgenesis\u201d to have two meanings, one of which was \u201corigin\u201d. 142. We accept that Barclays wanted a strategic relationship with the Qataris, but this was only part of the picture. Mr Kalaris did not explain that to Mr Beauchamp that the ASA and the capital raising formed a \u201csingle package\u201d and were \u201cfactually connected\u201d because the ASA was the way in which the value gap was filled. Instead, he said there were \u201ctwo paths\u201d. Mr Stanley submitted that this was incomplete and misleading because there was only one path, or at best two intertwined paths which were neither \u201cseparate\u201d nor \u201cparallel\u201d, and Mr Kalaris knew this was the case. We agree. 143. The only remaining explanation given by Mr Kalaris for his failure to tell Mr Beauchamp about the connection between the ASA and the capital raising was his evidence that he believed Mr Beauchamp already knew about that connection. However, we have already rejected that evidence, see \u00a7126 &#8211; \u00a7127. 144. We also reviewed each of Mr Kalaris\u2019s replies to earlier questions asked by Mr Beauchamp, in other words, in the part of the Interview which preceded Q1, and found that at no point did Mr Kalaris explain the connection between the ASA and the capital raising. 145. Having considered each of Mr Kalaris\u2019s explanations and justifications for his reply to Q1, we agree with Mr Stanley that he gave \u201ca fundamentally misleading, incomplete, and partial explanation of the position\u201d, and his response therefore lacked candour. Question 2: the purpose 146. Question 2 (\u201cQ2\u201d) was as follows: \u201dIn terms of the purpose of this agreement, what was your understanding at the time as to its purpose?\u201d 147. Mr Kalaris replied: \u201cWell if you think about this, about the, a written commitment, a writtenagreement helps reinforce what is a friends and families, friends and familyrelationship so, as if, we would always hope that a shareholder would be, would have a commitment to doing more business with Barclays. A personal relationship helps that because it helps obviously in a dialogue and having a relationship that is committed and on paper, for advice, for sponsorship, forrelationship, for the entire relationship, further reinforces that. So that was the purpose of this, I, you know, I would have been, it\u2019s, it\u2019s, this sort of MOU is a very good way of extending the relationship and the sponsorship and the brand value of this to me was quite high\u201d. Q2: The Authority\u2019s position 148. The Authority\u2019s position was that this was \u201cat best a half-truth\u201d. Although Mr Kalaris had described one of the purposes of the ASA, he had failed to say that its other purpose was also to fill the value gap: in other words, that the payment made by Barclays under the ASA gave the Qataris the extra 2%, without which they would not have entered into the capital raising exercise. Q2: Saranac\u2019s position 149. Mr Kalaris said in his witness statement that his reply to Q2 was \u201centirely accurate\u201d and that: \u201cwhilst the ASA also allowed Barclays to bridge the \u2018value gap\u2019 between the fees the Qataris wanted to be paid for their participation in the June Capital Raise compared to what Barclays would pay them, the purpose of the ASA was a commercial standalone arrangement for the provision of advisory services and for securing the long term strategic relationship with the Qataris.\u201d 150. Mr Kalaris also said he had understood the Authority to be investigating \u201cwhether the ASA was a \u2018sham\u2019 agreement and a device in order to conceal fees paid to the Qataris\u201d and therefore \u201cfelt it was important to convey [his] understanding that the ASA was not a \u2018sham\u2019 or an illegal device\u201d. 151. In closing submissions, Mr Winter referred to Mr Beauchamp\u2019s follow-up questions, which were: \u201cwould you have regarded the agreement as fit for purpose, I mean if that was the purpose does this fit that purpose?\u201d and \u201cso this [agreement] would be followed up with substantive work to take it forward?\u201d 152. Mr Winter submitted that these further questions show that in Q2 the Authority was \u201cnot interested\u201d in whether the ASA had another purpose, but only on whether it delivered value to Barclays in exchange for the \u00a342m paid to the Qataris. Q2: The Tribunal\u2019s findings 153. We have already found as a fact that Mr Kalaris knew that the ASA had another purpose, namely to fill the value gap, and it is plain that Mr Kalaris failed to refer to that purpose. 154. We reject Mr Winter\u2019s submission that Mr Kalaris\u2019s answer to Q2 should be read in the light of Mr Beauchamp\u2019s subsequent questions. Those followed Mr Kalaris\u2019s answer to Q2, and picked up on Mr Kalaris\u2019s focus on the value the Qataris would provide in exchange for the ASA. Q2 was a straightforward open question, to which Mr Kalaris gave an incomplete reply, despite knowing the full picture. 155. We therefore agree with the Authority that Mr Kalaris\u2019s answer was incomplete and a half-truth; it therefore lacked candour. Question 3: the calculation 156. Question 3 (\u201cQ3\u201d) was follows: \u201cMr Beauchamp: Did you know how the fee was calculated? Mr Kalaris: I don\u2019t, no. I can tell you how we think about these things commercially, I don\u2019t know how this specific fee was calculated. Mr Beauchamp: Well, that would be helpful. Mr Kalaris: We\u2019d look at what is the opportunity set in the region. We\u2019d look \u2013 what is the opportunity. We look at whether our, what is our, what is our product. We\u2019d look atfor the region. We look at what is our &#8211; how well are our competitors doing, we\u2019d say what is a reasonable sum of money that we think we could return over time in this region and how much when you back that out, how much will you be willing to pay for it in the context of the, the region, the explosion in what was going on with oil prices at the time, the position and the promise of the Qataris, 40 million a year for that, for that sponsorship. I think the calculus would have been quite clean and simple.\u201d Q3: The Authority\u2019s position 157. The Authority accepted that Mr Kalaris did not know how Barclays had worked out the exact figure payable to the Qataris in order to ensure they were paid the 3.5% required to enter into the capital raising. 158. However, the Authority\u2019s position was that Mr Kalaris\u2019s responses were designed to give the impression that the fee had been calculated by reference to an assessment of the economic value of the services to be provided under the ASA, when he knew that was not the case. Instead of saying that the fee had been calculated to bridge the value gap, he implied that it had been worked out on a \u201cbottom-up\u201d basis, by considering the opportunity, the product, the region, the competition and the return Barclays could make over time. 159. The Authority therefore decided that Mr Kalaris\u2019s response to Q3 was not the complete truth; Mr Stanley described Mr Kalaris\u2019s description of the methodology as a \u201csmokescreen\u201d and a \u201cdistraction\u201d. Q3: Saranac\u2019s position 160. In his witness statement, Mr Kalaris emphasised that he did not know how Barclays had calculated the amount to be paid under the ASA, but said he had \u201ctried to assist by explaining based on [his] experience how it may have been thought of in a commercial and general sense\u201d. Under cross-examination he added that the amount paid to the Qataris was justifiable in terms of value for money. 161. In closing, Mr Winter again placed reliance on Mr Beauchamp\u2019s follow-up questions, which were about the lack of specifics in the ASA and whether it provided Barclays with anything additional to the stakeholder relationship which had been developed over the course of the capital raising. Mr Winter submitted that it was clear from those questions that Mr Beauchamp was not asking about whether the sum paid was calculated by reference to the capital raising, but instead asking whether genuine services were to be provided under the ASA. Q3: The Tribunal\u2019s findings 162. We agree with the Authority that although Mr Kalaris\u2019s response was true \u2013 he did not know the detail as to how the exact sum paid had been calculated \u2013 it nevertheless lacked candour, because he failed to say that it was designed to fill the value gap. 163. Mr Kalaris\u2019s subsequent description as to how Barclays would normally go about calculating the value to be paid under advisory agreements was, as Mr Stanley said, a smokescreen and a distraction: he knew perfectly well that the fee payable under the ASA had not been calculated in that manner. 164. We again reject Mr Winter\u2019s submission that Mr Kalaris\u2019s answer to Q3 should be read in the light of Mr Beauchamp\u2019s subsequent questions. Those questions followed Mr Kalaris\u2019s answers and picked up on the points he had made; they do not retrospectively justify Mr Kalaris\u2019s reply to Q3. Question 4: connection 165. Question 4 (\u201cQ4\u201d) was: \u201cWas there any connection between either the Agreement or the fees paid under it and the Qataris\u2019 participation in the capital raising so far as you were aware at the time?\u201d 166. Mr Kalaris responded \u201cNo. Not in my view\u201d. Q4: The Authority\u2019s position 167. The Authority\u2019s position was that this statement was untrue: in cross-examination, Mr Stanley asked Mr Kalaris: \u201cyou are lying in that answer, aren\u2019t you?\u201d. Q4: Saranac\u2019s position 168. Mr Kalaris\u2019s evidence was that when he said there was \u201cno connection\u201d, he did not mean there was \u201cno linkage at all\u201d between the ASA and the capital raising, but instead that there was \u201cno legal connection\u201d. He said he did not think it necessary to tell Mr Beauchamp there was a factual connection, because this had already been disclosed in the Prospectus, and because he had already said, in response to Q1 that Barclays was going down \u201ctwo paths\u201d with the Qataris, being a strategic partnership and an investment relationship, and so had understood the factual connection was already clear. Q4: The Tribunal\u2019s findings 169. Q4 was (our emphasis) \u201cwas there any connection between either the Agreement or the fees paid under it and the Qataris\u2019 participation in the capital raising\u201d. Mr Beauchamp did not ask \u201cwas there a legal connection\u201d. 170. Mr Kalaris responded by saying \u201cNo. Not in my view\u201d. He did not qualify his answer, or say \u201cthere is a factual connection\u201d or \u201cthere is no legal connection\u201d. He gave a one line, unequivocal answer. 171. We do not accept Mr Kalaris\u2019s evidence that he gave that response because he had understood Mr Beauchamp already to be aware of the factual connection between the ASA and the capital raising, because: (1) We have already found (see \u00a7124ff) that the Authority did not know before the 2013 Interview: (a) that the ASA and the Qataris\u2019 contribution to the capital raising were \u201cfactually connected because they formed a \u201cpackage\u201d under which the ASA filled the \u201cvalue gap\u201d between the 1.5% and the 3.5% required by the Qataris; or (b) that the Qataris would not have participated in the capital raising had Barclays not met the value gap. (2) We have also already found (see \u00a7127) that, at the time of the 2013 Interview, Mr Kalaris did not believe the Authority was already aware of those connections between the ASA and the capital raising. (3) Nowhere in the earlier part of the 2013 Interview did Mr Beauchamp say that the Authority knew the two were factually connected, and none of Mr Kalaris\u2019s responses to those earlier questions provided the Authority with that information. Mr Kalaris sought to rely on his response to Q1 with its reference to two paths, but he said there were two separate paths, and that was not the position. (4) Mr Kalaris is not a lawyer, and there is no suggestion anywhere in the transcript that Mr Beauchamp was asking for Mr Kalaris\u2019s opinion on the legality of what had happened. It is not credible that Mr Kalaris thought Q4 was \u201cWas there a legal connection between either the Agreement or the fees paid under it and the Qataris\u2019 participation in the capital raising\u201d. 172. The Authority\u2019s position was that Mr Kalaris had deliberately given an untrue answer to Q4, and Mr Winter rightly recognised that this was an accusation of dishonesty. In Ivey v Genting Casinos UK Ltd [2017] UKSC 67 at [74], Lord Hughes said: \u201cWhen dishonesty is in question the fact finding tribunal must first ascertain(subjectively) the actual state of the individual\u2019s knowledge or belief as to the facts. The reasonableness or otherwise of his belief is a matter of evidence (often in practice determinative) going to whether he held the belief, but it is not an additional requirement that his belief must be reasonable; the question is whether it is genuinely held. When once his actual state of mind as to knowledge or belief as to facts is established, the question whether his conduct was honest or dishonest is to be determined by the fact-finder by applying the (objective) standards of ordinary decent people. There is no requirement that the defendant must appreciate that what he has done is, by those standards, dishonest.\u201d 173. Mr Kalaris was asked a simple and straightforward question, to which he knew the answer was \u201cyes\u201d. He nevertheless replied \u201cNo. Not in my view\u201d. We find that his reply was dishonest by the standards of ordinary decent people. Motive? 174. In coming to the above findings, we have not ignored Mr Winter\u2019s submission that the Tribunal could not conclude that Mr Kalaris had given dishonest, misleading, incomplete and\/or partial replies to the Questions because: \u201cthere simply is no motive established about why Mr Kalaris would betrying to pretend [the ASA and the capital raising] are coincidental events when they are obviously not.\u201d 175. However, that submission was based on Saranac\u2019s case that at the time of the 2013 Interview the Authority already knew the ASA was connected to the capital raising exercise. We have already found as a fact that this was not the position, see \u00a7120 to \u00a7127. 176. We instead agree with Mr Stanley that, on the balance of probabilities, Mr Kalaris\u2019s motive was to give the Authority the impression that the ASA was not \u201ctightly coupled\u201d to the capital raising. That is consistent with: (1) our finding that the Authority did not know, at the time of the 2013 Interview, that the ASA and the capital raising were \u201cfactually connected\u201d and a \u201csingle package\u201d; (2) our finding that Mr Kalaris did not believe the Authority to have that knowledge; (3) Mr Kalaris\u2019s reply to Q1, in particular his reference to \u201cseparate paths\u201d; and (4) his reply to Q4, in which he stated there was \u201cno connection\u201d between the two. Overall conclusion on the 2013 Interview 177. In relation to Mr Kalaris\u2019s replies to the four Questions on which reliance was placed by the Authority when issuing its Decision Notice, we have found that: (1) Mr Kalaris\u2019s response to Q1 was a fundamentally misleading, incomplete and partial explanation of the position, and so lacked candour; (2) his response to Q2 was a half-truth and lacked candour; (3) his response to Q3 lacked candour, and was followed by an explanation which served as a smokescreen and a distraction; and (4) his response to Q4 was dishonest. THE 2014 INTERVIEW Findings of fact 178. For the reasons explained earlier in this judgment, we have made our findings of fact about the GenVen Report without placing reliance on the findings in Tinney, or on any of the following, unless accepted by Mr Kalaris: (1) Mr Perry\u2019s notes; (2) Mr Mason\u2019s meeting notes; or (3) transcripts of interviews given by Mr Tinney, Mr Mason and Mr Biesinger. The culture at Barclays Wealth Americas 179. In September 2008, Barclays acquired Lehman Brothers\u2019 wealth management business, and renamed it Barclays Wealth Americas (\u201cBWA\u201d). As Mr Kalaris was Barclays\u2019 Chief Executive of Wealth and Investment Management, the integration of the Lehman business came under his remit. To assist with that process, new management was hired from Merrill Lynch; including Mr Mitch Cox and some of his team members. 180. In 2011, a number of problems surfaced: (1) BWA\u2019s approach to regulatory compliance fell below the expected standard; (2) there were cultural issues and \u201cbattles\u201d between BWA\u2019s legacy staff about revenue splits and responsibilities; and (3) the management style of certain new hires, including Mr Cox and his team, was perceived to be overly aggressive. 181. In the same year, the US Securities and Exchange Commission (\u201cSEC\u201d) undertook a comprehensive regulatory review of BWA. Barclays became aware that the SEC had identified fundamental problems with BWA\u2019s infrastructure, and that their findings would be negative. On 25 January 2012, the SEC issued BWA with a deficiency letter (\u201cthe SEC Letter\u201d), which identified issues relating to regulatory controls. The cultural audit 182. Mr Tinney was the Chief Operating Officer of Barclays Wealth, reporting to Mr Kalaris. Mr Kalaris asked Mr Tinney to oversee Barclays\u2019 overall response to the SEC Letter. Mr Tinney updated Mr Kalaris from time to time, and Mr Kalaris attended one or two meetings of the steering committee set up by Mr Tinney. 183. As part of Barclays\u2019 response to the SEC Letter, it was decided that a \u201ccultural audit\u201d of BWA should be carried out. On 16 February 2012, Mr Kalaris met with Ms Chaly of the Federal Reserve Bank of New York (\u201cthe Fed\u201d), Barclays\u2019 primary regulator in the US. Mr Kalaris told Ms Chaly that he had commissioned a cultural audit which he anticipated would be completed in around a month, and said the Fed would be kept updated. 184. Mr Tinney hired GenVen, a consultancy run by Mr Tom Biesinger and Mr Ross Wall, to carry out a \u201ctop-down\u201d audit by interviewing BWA\u2019s management committee and their direct reports. He also hired Erin Hilgart LLC, a consultancy run by Ms Hilgart, to carry out a \u201cbottom-up\u201d audit by interviewing more junior staff. 185. By 28 March 2012, GenVen had completed their cultural audit and produced the GenVen Report; this was a written report of their findings, headed \u201cBarclays Wealth America \u2013 Cultural Assessment\u201d. The contents page sets out the headings of seven sections, of which section 2 is a summary and section 4 covers \u201cBWA Core Cultural Issues\u201d. It ends with an appendix headed \u201cDetailed Themes &amp; Anecdotal Evidence\u201d. 186. The \u201csummary\u201d chapter sets out the overall conclusions: \u201cBWA was largely brought together in the crucible of the Lehmans\u2019 collapse, subsequent acquisition by Barclays and survival instinct of the financial crisis. Whilst these factors made initial integration efforts difficult, current BWA leadership have chosen the party line of \u2018we didn\u2019t know it was that bad\u2019. In our opinion, the preponderance of documentary evidence and the corroborating anecdotal trends attests otherwise. The current leadership team, largely \u2018Mitch\u2019s Merrill team\u2019 have pursued a course of \u2018revenue at all costs\u2019; taken a conscious decision to ignore support functions, reinforced a culture that is high risk and actively hostile to compliance, and ruled with an iron fist to remove any intervention from those who speak up in opposition. The culture is fragmented, built on the carcasses of cultures that were indifferent at best to these issues, and no positive culture change has taken place under his leadership. In its siloed state, BWA has not been influenced by positive culture from any of the other Barclays companies or regions. On this course, failure of the SEC exam was inevitable and further failures are also inevitable unless a concerted effort is made to change the broken culture at BWA and make the necessary investments. The issue now becomes two fold; how deep do you cut and how toquarantine the contagion?\u201d 187. The section headed \u201cBWA Core Cultural Issues\u201d consisted of five points, each followed by an explanatory narrative and five or seven quotations from interviewees. The five points were: (1) Management made a conscious decision to ignore\/under-invest in a weak infrastructure in favour of business growth objectives. (2) Merrill leadership have driven a culture of fear. (3) Deficient, fragmented culture has not changed. (4) Management have created a culture that actively undermines compliance. (5) Normal checks and balances are ineffective or absent. 188. At the end of that list, the Chapter says \u201cFor additional cultural factors affecting BWA see Appendix A\u201d. That Appendix contains 15 pages, each of which has a heading, a brief summary and list of quotations from interviews. The headings were as follows; (1) Culture of Fear. (2) Lack of Escalation. (3) Weak Compliance Focus and Lack of Empowerment. (4) Weak Compliance Team and Mismanagement of Compliance Staff. (5) Weak HR Support in Areas of Culture, Risk and People Management. (6) Lack of Senior Management Understanding of Aspects of the Business. (7) Lack of Senior Management Understanding of Technology and Operations. (8) Overextension of Delivery from Supply Lines. (9) Culture of Avoidance and Collusion. (10) Poor Management of the SEC and Other Officials. (11) Not Taking Regulation Seriously \u2013 Challenging Regulators to Intervene. (12) Disproportional Risk Appetite. (13) Siloed Organization Failing to Communicate Effectively. (14) Misalignment with BarCap. (15) Culture that Inhibits Internal Execution. The pre-meeting communications 189. On Friday 30 March 2012 at 8.22am, Ms Griffiths, Mr Tinney\u2019s Chief of Staff, emailed Ms Hogan, a secretary within Barclays saying: \u201cTom B[iesinger] is going to send the Culture report direct to Andrew [Tinney]\u2019s house today so he has it over the weekend direct from him.\u201d 190. At 11.39am, Mr Biesinger emailed Ms Griffiths, with copies to Ms Hogan and Mr Tinney, saying \u201cI suspect you want this to go to TK [Mr Kalaris] at the same time? If so, can we have his NY details so we can arrange courier?\u201d 191. Ms Griffiths replied at 12.20, saying: \u201cI thought you were sending to AT and bringing in hard copy Monday for both. (TK is travelling this weekend \u2013 Boston today, then NY, then London Monday morning). If you wish, perhaps you send a copy here for his attention and he can look through early Monday morning when he flies in.\u201d 192. On Friday 30 March 2012 at 12.36pm, Mr Biesinger emailed Ms Griffiths, attaching the earlier emails from Ms Hogan, and saying: \u201cRachel stated TK would be in NY, see below. Is this the case or not. That\u2019s why I was suggesting Courier to NY. Whatever the case I was wanting to ensure TK felt he also had an opportunity to see prior to meet.\u201d 193. There was then a sequence of emails the same day: (1) Ms Griffiths emailed Ms Hogan at 1.32pm, saying \u201cRachel \u2013 please can you send Tom B the address to send report to TK\u201d. (2) Ms Hogan emailed Ms Hannah Barry, Mr Kalaris\u2019s personal assistant, at 1.35pm, saying \u201cTom and Ross would like to courier some papers to Tom at the weekend, will he be at his home address? Please can you send the full address if okay\u201d. (3) Ms Barry replied at 1.39pm, saying \u201ccould we possibly send to the office address in 200 Park Avenue \u2013 he should get them first thing Monday morning\u201d, giving that address and them saying \u201calternatively you can send them to me this afternoon and I will arrange for them to be printed out\u201d. (4) At 1.52pm Mr Tinney emailed Ms Hogan and Ms Griffiths, saying \u201crelaxed about TK, have told him we will catch him up when he is back in London, which I think is Tuesday.\u201d (5) Ms Griffiths emailed Ms Barry and Ms Hogan at 2.03pm, saying \u201cper earlier email, we\u2019ll have the meeting in London so per discussion with AT no need to send to NY\u201d. 194. We find as a fact on the basis of these emails that the existence of the GenVen Report was known to Ms Griffiths, Ms Hogan and Mr Tinney, as well as of course to Mr Biesinger and Mr Wall of GenVen, and that Ms Barry, Ms Kalaris\u2019s personal assistant, knew GenVen had \u201csome papers\u201d to send to Mr Kalaris. 195. Under cross-examination, Mr Kalaris denied knowing about any of those communications; he also denied knowing that the GenVen Report was originally going to be sent to him at an address in the USA. Mr Stanley did not challenge that evidence and we have accepted it. Briefing and the subsequent meetings 196. On 2 April 2012, Mr Kalaris received a briefing from Mr Tinney. In the course of the 2014 Interview, Mr Kalaris answered questions about this briefing, and we make related findings later in this judgment. 197. There was then a subsequent LRC meeting; the initials stood for \u201clegal, regulatory and compliance\u201d. Mr Perry\u2019s note of this meeting recorded that Mr Kalaris \u201cflew off the handle\u201d saying \u201cyou need to tell [GenVen] I\u2019ll close them down if they stray outside their brief\u201d. Under cross-examination, Mr Kalaris said he didn\u2019t recall the meeting. There was then this exchange: \u201cMr Stanley: It wouldn\u2019t surprise you, would it, if you went off the handle about Gen Ven exceeding their remit? Mr Kalaris It wouldn\u2019t surprise me, no.\u201d 198. We find that it was not out of character for Mr Kalaris to have reacted angrily to the approach taken by GenVen to the audit they had been instructed to carry out. We make no finding as to whether Mr Kalaris attended this meeting. 199. On 5 April 2012, a meeting took place at Barclays\u2019 London office. Mr Kalaris, Mr Tinney, Ms Michelle Witter (Mr Kalaris\u2019s Chief of Staff) all attended in person; Mr Perry attended by phone. Mr Biesinger and Mr Wall also attended, one of them by phone. Mr Perry made a note of this meeting, which Mr Stanley read to him in the course of cross-examination. It included this exchange: \u201cMr Stanley: \u2026and then you said \u2018Look, you guys, we asked you to focus on BWA. We\u2019re about to get slammed by the SEC already. I don\u2019t want to hear what you think of me, AT [Andrew Tinney], wealth outside BWA, or my ManCo [Management Committee]. I just want to hear about Mitch [Cox] and his management team in the BWA.\u2019 And it\u2019s likely, isn\u2019t it, that that would have been your reaction? Mr Kalaris: It is likely that that was my reaction.\u201d 200. Mr Kalaris also agreed that in the course of the meeting, \u201cthere was challenge and discussion about the interviews [with staff]\u201d; that Mr Wall was \u201creading from something\u201d and was \u201cnot giving us this information off the top of his head\u201d; and that the conclusion of the meeting was that GenVen should use the information \u201cas input into a workshop that would bring together all aspects of the cultural audit workstream\u201d, including the work being carried out by Ms Hilgart. We make further findings of fact later in this judgment. 201. On 18 April 2012, a further meeting took place in New York, attended by Mr Kalaris, Mr Tinney and Mr Wall. Ms Hilgart 202. On 19 April 2012, Ms Hilgart emailed Ms Barry and Ms Griffiths: the subject line of the email says \u201cBarclays Culture Interviews Executive Summary final April 2012\u201d. The text said \u201cbelow is the paper for our meeting tomorrow\u201d. A soft copy of that executive summary was attached. The email with the attachment was forwarded to Mr Kalaris. The Cultural Workshop 203. The Cultural Workshop took place on 29 May 2012 in New York. Mr Tinney and Mr Cox\u2019s team were in attendance, along with others. Mr Kalaris attended \u201cthe end of the workshop\u201d. 204. Included in the Bundle was a slide deck which Mr Kalaris accepted had been used at the Cultural Workshop. The first slide was the title, the second an agenda, and the third was in two columns, with the left hand side headed \u201csenior level interviews \u2013 conducted by GenVen\u201d and the right hand headed \u201cmid-junior level review \u2013 conducted by Erin Hilgart LLC\u201d. 205. The GenVen column had 18 headings. The first five of these were almost exact copies of the \u201cBWA Core Cultural Issues\u201d set out at section 4 of the GenVen Report. The remaining 18 headings were taken verbatim from the Appendix, with the exception of one (culture of fear) which was omitted because it duplicated one of the five Core Cultural Issues. In addition, the heading \u201cLack of Senior Management Understanding of Technology and Operations\u201d was omitted. Mr Kalaris accepted he had seen this slide at the time of the Cultural Workshop. The Whistleblower email 206. On 25 September 2012, Mr Marcus Agius, Barclays\u2019 Chairman, received an anonymous email (\u201cthe Whistleblower email\u201d). As Mr Kalaris accepted, the Whistleblower email referred to many of the issues identified in the GenVen Report. It also included the statement that: \u201c\u2026a Wealth cultural audit report, mandated earlier this year by Kalaris and prepared by an independent third party consultancy, is being withheld from Bar Cap and those on the internal SEC workstreams.\u201d 207. On 26 September 2012, Mr Agius forwarded the Whistleblower email to Mr Kalaris, who on-forwarded it to Mr Tinney and Mr Perry. A conversation then took place between those three individuals. Mr Kalaris accepted in cross-examination that Mr Perry had correctly recorded the conversation. His note said: \u201cTK [Mr Kalaris] &#8211; I want to find out who the F WB [whistle-blower] is \u2013 there\u2019s a certain style of writing and grammar in this email which is consistent in the other anonymous WB\u2019s. I\u2019m sure its that idiot [initials] \u2013 we should get investigators on to this. I want a search of the email system \u2013 I want the language\/the grammar + the structure of writing\/phraseology + writing style examined \u2013 there are ways to identify this F. I want to find him&#8230; AT [Mr Tinney] \u2013 there may be issues with that approach Tom but we\u2019ll look into it. TK \u2013 was not happy AT ALL. AT \u2013 OK \u2013 I\u2019ll talk to my IT guys + get back to you. DP \u2013 I tried to persuade TK not to \u2013 WBs are protected \u2013 could be a criminal offence under SOX [the Sarbanes-Oxley Act]. TK \u2013 note to AJ \u2013 make clear \u2013 its all complete bullshit \u2013 there\u2019s no R[report] being suppressed + tell him that all these points have been seen beforehand addressed + we\u2019re all over it.\u201d 208. Mr Kalaris said in oral evidence that he had been \u201cangry\u201d and had an \u201cemotional reaction\u201d to the Whistleblower email, but that one or more of the others had calmed him down, and he had accepted there wasn\u2019t anything he could do about the email. 209. As indicated at the end of Mr Perry\u2019s note, Mr Kalaris asked Mr Tinney and Mr Perry to prepare a response for Mr Anthony Jenkins, who had recently replaced Mr Diamond as Barclays\u2019 CEO. That response went through some 12 drafts before being finalised. Some of the drafts included this text, which was seen by Mr Kalaris: \u201cErin Hilgart provided a summary of her interviews in writing. Genesis Ventures provided verbal input by reference to their interview notes and working papers. There has never been a \u2018Wealth Cultural Audit Report\u2019.\u201d 210. That passage was later removed; there was no suggestion that Mr Kalaris had any involvement in its removal. The final version of the response said that GenVen and Erin Hilgart had undertaken \u201cdata gathering interviews\u201d following which a workshop had been held and key actions identified. Mr Kalaris sent that version to Mr Jenkins on 2 October 2012. The Fed update 211. In early December 2012, Ms Erin Mansfield, the head of BWA\u2019s regulatory interface, informed Mr Kalaris and Mr Tinney that the Fed believed a culture audit report existed but that it had not been provided to them. 212. On 10 December 2012, Mr Kalaris held a meeting with Ms Mansfield, Mr Tinney and Mr David Mason, Mr Tinney\u2019s new chief of staff. Brief notes of that meeting were taken by Mr Mason, which Mr Kalaris accepted were \u201ca fair review of the discussion\u201d. Mr Mason recorded that Erin Hilgart\u2019s paper was to be sent to the Fed, and that Mr Tinney was to meet with them. 213. On Saturday 15 December 2012, Mr Michael Roemer, global head of Barclays\u2019 Internal Audit department, emailed Mr Kalaris saying the Fed knew \u201can outside party\u201d had been hired earlier in the year to assess culture and\/or control and that the Fed also believed a report had been produced. Mr Roemer said the Fed \u201cview the delay in receiving the report as a red flag\u201d. In oral evidence Mr Kalaris said that \u201cthe alarm bells went off at this point\u201d. 214. Mr Kalaris forwarded Mr Roemer\u2019s email to Mr Tinney without adding any text or comment. During that weekend of 15-16 December 2012, Mr Kalaris and Mr Tinney spoke on the phone. On 15 December 2012 at 5.21pm, Mr Kalaris emailed Mr Roemer, saying: \u201cMike, this is incredibly concerning to me as we\u2019ve been aggressively managing the entire issue with the SEC, including doing this cultural work well before it became de rigueur, but seem to be getting no credit for it. And where is the internal noise coming from? The purpose of what we did was to deal with any issues in an open constructive fashion. We had two sets of consultants, one who produced working papers rather than a report and one that did not. The Fed received a verbal update some time ago (Staff level)\u2026\u201d 215. Mr Kalaris was not clear on whether this email was sent before or after his conversation with Mr Tinney, but confirmed that he did not sent an email to Mr Roemer to inform him of that conversation. 216. On Sunday 16 December 2012, Mr Kalaris emailed Mr Harding and copied Mr Tinney, saying in relation to the \u201ccultural look at BWA\u201d that \u201cwe do not have a formal document\u201d and as a result would be providing the Fed with the slide deck. He did not inform Mr Harding about the call he had had with Mr Tinney and he also did not inform anyone else at Barclays. 217. We make further findings of fact about what happened between 14 and 16 December 2012 at \u00a7239ff. 218. On Monday 17 December 2012, Mr Kalaris and Mr Harding attended a meeting called by Mr Jenkins. Mr Kalaris was handed a copy of the GenVen Report and asked if he had seen it before, which he denied. Mr Kalaris was also told that Mr Tinney had a copy of the GenVen Report; Mr Kalaris said he had been unaware this was the case. When asked what should be done next, Mr Kalaris said \u201cwe have to dismiss Andrew [Tinney]\u201d. Mr Jenkins and Mr Harding agreed. The 2014 Interview 219. The Authority opened an investigation into Mr Tinney, and on 26 September 2014, Mr Kalaris was interviewed in connection with that investigation by Ms Yasmin Yazdani and Mr Harsh Trivedi of the Authority. Mr Kalaris was accompanied by two solicitors from Ashurst LLP, Ms Hollie Motley and Mr Edward Sparrow. 220. The 2014 Interview was conducted under FSMA s 172; by subsection (2), an investigator may require a person who is not under investigation, or connected with the person under investigation to \u201cattend before the investigator at a specified time and place and answer questions\u201d. It was thus a \u201ccompelled\u201d interview, and Mr Kalaris was given the same warning about the consequences of failing \u201cto comply fully\u201d with the statutory requirement that he answer the questions put to him as he had been given in advance of the 2013 Interview. 221. Mr Kalaris was subsequently provided with a copy of a draft transcript of the 2014 Interview. As well as being asked to make any typographical corrections, he was invited to provide any additional comments for the Authority\u2019s consideration. He returned the transcript on 29 October 2014 and the passages quoted below are taken from the finalised transcript. 222. In the course of the 2014 Interview, Mr Kalaris said that the first time he was aware of the GenVen Report was when he was shown a copy at the meeting on 17 December 2012. The exchanges were as follows: \u201cMr Kalaris: And I did not know of the Genesis report until I came, until it was shown to me by Antony and Mark Harding two weeks later, some&#8230; Ms Yazdani: Yes Mr Kalaris: Whenever the \u2013 whenever it kind of came by, 17th, 20th, one of those days. Ms Yazdani: Okay. So if I can use this expression, when were you broughtover the wall on this issue? Mr Kalaris: So if I have the date right \u2013 I think its 17thof December\u2026[it was a] nine o\u2019clock meeting. They showed me the \u2013 I think it was a blue deck and said \u2018Have you seen this before?\u2019 and I said \u2018No. And that was thefirst time I was aware of \u2013 that there was a Genesis report.\u201d The position of the parties 223. The Authority accepted that Mr Kalaris had not seen a copy of the GenVen Report before the meeting on 17 December 2012, when he was shown it by Mr Jenkins and Mr Harding. However, the Authority\u2019s position was that Mr Kalaris knew that the GenVen Report existed before that meeting, and that he had therefore given false and\/or misleading evidence during the 2014 Interview, and that he knew that evidence was untrue and\/or misleading at the time he gave it. 224. Saranac\u2019s position was that Mr Kalaris had given honest evidence to the Authority in the course of the 2014 Interview, because he did not know the GenVen Report existed until he was shown a copy during the meeting on 17 December 2012, because Mr Tinney had decided to conceal the existence of the Report from him and from Barclays more generally. Discussion and consideration 225. In the course of the 2014 Interview, Mr Kalaris told the Authority he did not know, until the meeting on 17 December 2012, that (a) the GenVen Report existed, and (b) there were any \u201cnotes or documents\u201d. 226. We next consider and make further findings about Mr Tinney\u2019s briefing of Mr Kalaris on 30 March 2012; the meetings on 5 April 2012 and 10 December 2012, and finally about the weekend of 14-15 December 2012. The briefing on 30 March 2012 227. On 30 March 2012, Mr Kalaris was briefed by Mr Tinney, who told him that GenVen\u2019s findings were \u201cugly\u201d. Ms Yazdani asked Mr Kalaris \u201cwhat sort of detail did he [Mr Tinney] give you\u201d, to which Mr Kalaris replied: \u201cIt would have been that. I wouldn\u2019t have asked for a whole lot more necessarily because I knew I was going to meet the guys.\u201d 228. The conversation continued: \u201cMs Yazdani: Did he explain why it was going to be a difficult conversation? Mr Kalaris: I don\u2019t recall him specifically saying why. Ms Yazdani: He said it was going to be ugly but you didn\u2019t ask. Is that your recollection, you didn\u2019t ask him why it would be ugly? Mr Kalaris: I believe although I can\u2019t recall the specific conversation that I would have been given and had a heads up that it was going to ugly, difficult\u2026I definitely don\u2019t recall going into any detail and I was not given any specific detail until I actually heard the explanation by Tom [Biesinger] or Ross [Wall]. \u2026 Mr Trivedi: In the context of an SEC that\u2019s interested in this workstream and Andrew saying \u201cthis is going to be ugly\u201d\u2026I find it interesting to know that you didn\u2019t just ask him why. Mr Kalaris: \u2026I\u2019ll just repeat what I said\u2026 Mr Sparrow (of Ashurst): \u2026Did Andrew, when he gave you the heads up, do you remember him giving you any indication that he\u2019d had a report or that he knew the detail of what Genesis Ventures had concluded? Mr Kalaris: No.\u201d 229. Under cross-examination Mr Kalaris maintained that his responses during the 2014 Interview had been correct: he said Mr Tinney had given him \u201csome small sense\u201d that the findings were ugly, and as a result he had \u201ca very clear sense of the direction they were going\u201d. 230. The Authority\u2019s position, with which we agree, was that it was not credible that Mr Kalaris did not ask for more information when told the findings were \u201cugly\u201d and that he instead waited until the meeting with GenVen on 5 April 2012. We placed weight on the following: (1) The cultural audit was initiated after the SEC issued Barclays with a deficiency letter, which was an extremely serious matter. (2) Mr Kalaris asked Mr Tinney to oversee Barclays\u2019 overall response to the SEC letter, but Mr Tinney reported to Mr Kalaris; and (3) it was Mr Kalaris who told Ms Chaly that he had commissioned the audit and that the Fed would be kept updated. His own words during the 2014 Interview were that: \u201cI knew we had made a promise &#8212; I had made a promise to the Fed in terms of us addressing these issues and I wanted to be in a position where I coulddeliver against those.\u201d 231. The next point was whether, as Mr Kalaris said was the case, Mr Tinney did not tell him during the briefing that GenVen had produced a report, and instead concealed its existence. That evidence, too, lacks credibility. Mr Tinney knew Mr Kalaris was going to meet Mr Biesinger and Mr Wall, the authors of the Report, a few days later and there is no evidence that either of those individuals was planning to hide the existence of the GenVen Report from Mr Kalaris. Thus, even if Mr Tinney had wanted to hide the existence of the Report, he would have known Mr Kalaris would have found out about it a few days later. The meeting on 5 April 232. During the 2014 Interview, Mr Trivedi asked Mr Kalaris about the meeting on 5 April 2012, and whether he remembered people referring to a report or to sections of the presentation. Mr Kalaris said no to those questions. He was also asked \u201cwith respect to the [interview] quotes, do you recall them referring to the quotes as being written down or documented\u201d and Mr Kalaris again said \u201cno\u201d. 233. Mr Trivedi then asked \u201chow did you think they were presenting the information or the quotes to you?\u201d, to which Mr Kalaris responded: \u201cit never struck me to think about it \u2013 I wouldn\u2019t have been paying a whole lot of attention to where it came from. I would have taken it as the set of conclusions or specific points that were being made as part of a briefing.\u201d 234. Our starting point was that the meeting was attended by Mr Biesinger and Mr Wall as well as Mr Tinney, and all of those individuals knew the GenVen Report existed. Consistently with our conclusions about the briefing, we find that: (1) even if Mr Tinney had decided to conceal the existence of the GenVen Report (as Mr Kalaris said was the case), there is no evidence that both Mr Biesinger and Mr Wall were complicit in that concealment: and (2) it is not credible that throughout this meeting, none of those individuals referred to the fact that the GenVen Report existed. 235. In addition, Mr Kalaris accepted under cross-examination that \u201cthere was challenge and discussion about the interviews\u201d; that Mr Wall was \u201creading from something\u201d and was \u201cnot giving us this information off the top of his head\u201d and that he had referred to specific quotations from the interviews. The level of detail and the type of information is consistent with a report. The meeting on 10 December 2012 236. When Ms Yazdani asked Mr Kalaris about his meeting with Ms Mansfield, Mr Tinney and Mr Mason on 10 December 2012, the following exchange took place: \u201cMs Yazdani: How did Mr Tinney described Genesis Ventures\u2019 outputat this meeting? Mr Kalaris: The only thing I do recall is that he was clear that there was not a report. I don\u2019t recallhow he described or if he described anything otherthan that detail.\u201d Ms Yazdani: Did you get the impression that there were some sort of notes or any sort of physical document in existence? Mr Kalaris: I did not, no. Ms Yazdani: You didn\u2019t get that impression? Mr Kalaris: No. No.\u201d 237. However, Mr Kalaris accepted under cross-examination that: (1) at the meeting on 5 April 2012, he knew that either Mr Biesinger or Mr Wall were \u201cgoing through a document or notes\u201d on the phone; (2) at the meeting on 18 April 2012, he knew Mr Wall was \u201creading from something\u201d and was \u201cnot giving us this information off the top of his head\u201d; and (3) in relation to the draft letter to Mr Jenkins, which had referred to GenVen\u2019s \u201cinterview notes and working papers\u201d, when Mr Stanley asked him \u201cYou certainly knew there had been interview notes and working papers in existence\u201d, Mr Kalaris responded \u201cI presume that would be the case, of course, as any consultant would have had\u201d. 238. We accept that Mr Kalaris may have understood Ms Yazdani\u2019s questions as relating to the meeting on 10 December 2012, and it may therefore be true thatMr Kalaris did not obtain any information from Mr Tinney about notes or documents at that meeting. Nevertheless, at that time he already knew there were notes and documents in existence, and his reply therefore lacked candour. The weekend of 14-15 December 2012 239. We have already found the following facts: (1) on Saturday 15 December 2012, Mr Roemer emailed Mr Kalaris saying that the Fed knew \u201can outside party\u201d had been hired earlier in the year to assess culture and\/or control and believed a report had been produced, and \u201cview the delay in receiving the report as a red flag\u201d. (2) Mr Kalaris forwarded that email to Mr Tinney without any comment. (3) He spoke to Mr Tinney on the phone over the weekend. (4) On 15 December 2012, he emailed Mr Roemer and said there were \u201ctwo sets of consultants, one who produced working papers rather than a report and one that did not\u201d. (5) On 16 December 2012, Mr Kalaris emailed Mr Harding and copied Mr Tinney, saying in relation to the \u201ccultural look at BWA\u201d that \u201cwe do not have a formal document\u201d. 240. During the 2014 Interview, the following exchange took placeabout Mr Kalaris\u2019s conversation with Mr Tinney: \u201cMs Yazdani: You forwarded it [the email from Mr Roemer] on\u2026 Mr Kalaris: Yes, I did, yes. Ms Yazdani: \u2026to him without any comment. Mr Kalaris: Yes, Ms Yazdani: So I am just wondering if you talked about it. Mr Kalaris: \u2026I had a conversation with [Mr Tinney]\u2026where he said to me that he had what he called, received working papers or he had working papers and he said that he\u2019d received them. And that was the only conversation I had with him about this. Ms Yazdani: How did the working papers come up in conversation, what was the context? Mr Kalaris: He told me. Ms Yazdani: As in, just out of the blue or you\u2026 Mr Kalaris: It was in \u2013 as part of like a \u201cwhat\u2019s going on here\u201d question. And that was the first time I was aware that there were even working papers, that he had something\u2026. Ms Yazdani: Did he say how he came by the notes?&#8230; Mr Kalaris: No. No, I don\u2019t recall that at all.\u201d 241. Mr Kalaris\u2019s witness statement says: \u201cMr Tinney called me, and I asked him if he knew what was going on and he told me that he had previously received something to his home address from GenVen, in the form of \u2018working papers\u2019 and that he was going to share these with Mr Jonathan Peddie (who was the Group legal officer in charge of investigating the Whistleblowing Email at that time).\u201d 242. Under cross-examination, Mr Kalaris\u2019s evidence was that this was the only conversation he had with Mr Tinney about Mr Roemer\u2019s email; that following the call, he did not inform anyone at Barclays that Mr Tinney had GenVen \u201cworking papers\u201d; and \u201chad no reason at this point in time to think that there was[anything]other than perhaps some carelessness when Andrew said to me, \u2018I\u2019ve got the working papers\u2019.\u201d 243. Mr Stanley submitted that what happened over this weekend was inconsistent with Mr Kalaris being ignorant of the GenVen Report, and we agree. We have italicised particular points of emphasis: (1) Mr Kalaris received the email from Mr Roemer saying the Fed knew there was a report, and regarded this as a \u201cred flag\u201d, and heforwarded the email to Mr Tinney without any comment. (2) In the course of the subsequent phone call, Mr Tinney told Mr Kalaris that he had \u201cworking papers\u201d but Mr Kalaris did not ask him anything about those \u201cworking papers\u201d. (3) Mr Kalaris emailed Mr Roemer on 15 December and did not tell him Mr Tinney had \u201cworking papers\u201d. (4) Mr Kalaris emailed Mr Harding on 16 December and did not tell him Mr Tinney had \u201cworking papers\u201d. 244. In assessing the credibility of Mr Kalaris\u2019s evidence, we also take into account our earlier findings that: (1) it was not out of character for Mr Kalaris to have reacted angrily to the approach GenVen had taken to the audit; (2) he was aggressive during the meeting on 5 April 2012; and (3) he was furious when he received the email from the Whistleblower. 245. Taking into account both the seriousness of the allegation made by Barclay\u2019s regulator and Mr Kalaris\u2019s personality, we find that had he not known about the existence of the GenVen Report before receiving the email from Mr Roemer on 15 December 2012: (1) He would have been surprised by the allegation in that email, and made some comment to that effect when he forwarded it to Mr Tinney. (2) He would have been shocked and angry when Mr Tinney told him he had \u201cworking papers\u201d. (3) He would have asked Mr Tinney for details of the nature and content of those working papers, given that this issue was being regarded as a \u201cred flag\u201d by the Fed. (4) He would not have thought that Mr Tinney had been merely \u201ccareless\u201d in withholding information and documents from him. (5) He would have informed Mr Roemer and Mr Harding that Mr Tinney had \u201cworking papers\u201d. 246. Mr Kalaris did none of those things. We agree with Mr Stanley that the actions he took are only consistent with Mr Kalaris already knowing about the GenVen Report, and they are not consistent with him being ignorant of its existence. Overall findings 247. Mr Kalaris lacked candour when he told Ms Yazdani that he did not have the impression that there were \u201csome sort of notes or any sort of physical document in existence\u201d. His responses to questions about the briefing, the meeting on 5 April, and the events during the weekend of 15-16 December lack credibility. 248. On the basis of those findings, we find as a fact that Mr Kalaris knew the GenVen Report existed before the meeting on 17 December 2012. His statement to the contrary during the 2014 Interview was thus untrue; Mr Kalaris knew it was untrue, and he thus acted dishonestly. OTHER FINDINGS 249. We have therefore found as follows: (1) in relation to the capital raising, that Mr Kalaris had not been candid in his answers to three of the questions asked by the Authority during the 2013 Interview and that one of his answers was dishonest; and (2) in relation to the GenVen Report, that Mr Kalaris was dishonest when he told the Authority in the course of the 2014 Interview that he first became aware of that Report at the meeting on 17 December 2012. 250. Mr Stanley\u2019s position was those findings were sufficient for us to dismiss the Reference, because it was clearly reasonable for the Authority to have decided it was not satisfied Mr Kalaris was fit and proper. 251. Saranac\u2019s position was that the Tribunal had to decide whether the Decision was one which was reasonably open to the Authority on the basis of all relevant findings of fact and not simply those which related to the Interviews. Mr Winter emphasised that the Authority had decided that Mr Kalaris was not \u201cfit and proper now\u201d, and had come to that Decision based on events which happened around a decade ago. In his submission, those events were \u201cplainly incapable of robbing him of [his] integrity in 2024\u201d. 252. In K\u00f6ksal, the Tribunal considered a similar submission, and took s 55Z3(1) as their starting point. That section provides that \u201can applicant who is aggrieved by the determination of an application made under this Part may refer the matter to the Tribunal\u201d. 253. The Tribunal said at [31]: \u201cIn our view it is clear that in this context \u2018the matter\u2019 in question is whether the Authority can be satisfied that if the Variation Application were approved Dr K\u00f6ksal would satisfy the Threshold Conditions [for authorisation]. Consequently, the extent of what the Tribunal may examine in considering the matter referred will be prescribed by the issues raised in the pleadings and the evidence sought to be adduced to support the competing contentions made by the parties in those pleadings.\u201d 254. In Saranac\u2019s Reference, \u201cthe matter\u201d is the Decision that the Authority cannot be satisfied Mr Kalaris is fit and proper so as to perform the Chief Executive and Executive Director functions. The Decision was made on 17 November 2022, but the Authority did not change its position between that date and this hearing. 255. The Tribunal in K\u00f6ksal continued: \u201c[33] In our view there is nothing in principle that would prevent us taking into account the further information provided by Dr K\u00f6ksal since the giving of the Decision Notice in coming to a decision as to whether or not to remit the matter back to the Authority in the light of the findings that we make in relation to that evidence. In our view to take this course is entirely consistent with the wording of both s 55Z3 (1) and s 133 20 (4) FSMA. It is also consistent with the approach taken by this Tribunal in the case of Stephen Robert Allen v The Financial Services Authority (2013) FS\/2012\/0019 where the Authority sought to substitute new and distinct allegations which it contended established that Mr Allen was not a fit and proper person from those originally contained in its decision notice. The Tribunal said this at [19] of its decision: \u201cThe allegation in the Decision Notice was that Mr Allen is not a fit and proper person to perform any function in relation to regulated activities generally because he lacks honesty and integrity. Any evidence that relates to Mr Allen\u2019s honesty and integrity, whether or not it was available to the Authority at the time of the Decision Notice, may be considered by the Upper Tribunal.\u201d [34] Although this decision pre-dates the coming into force of s 133 (6) and (6A) FSMA, we see nothing in the new provisions which would affect it. [35] We are therefore of the view that if we were to make findings of fact in relation to the new evidence provided by Dr K\u00f6ksal which indicated that the original findings made on which the decision was based had been overtaken by further developments, such as new evidence which clearly demonstrated that in substance the further information requested by the Authority in relation to the Application had in fact now been provided, then that finding could lead the Tribunal to conclude that the matter should be remitted to the Authority for further consideration in the light of those findings. This would ensure that the Authority reconsidered its decision on a fully informed basis.\u201d 256. We respectfully agree, and find that in determining the Reference, we may examine \u201cany evidence that relates to [Mr Kalaris\u2019s] honesty and integrity, whether or not it was available to the Authority at the time of the Decision Notice\u201d. The other evidence 257. We considered two sources of other evidence: that contained within the assessment of Mr Kalaris\u2019s fitness and propriety carried out by Saranac on 9 March 2023 (\u201cthe Saranac assessment\u201d), and personal references provided by a number of individuals. The Saranac assessment 258. The Saranac assessment concluded that Mr Kalaris was fit and proper based on: (1) his compliance with the restrictions imposed on him by the Authority in the period up to March 2020; (2) training he had carried out since he set up Saranac; (3) the standing and reputation of Saranac\u2019s non-executive directors (\u201cNEDs\u201d); (4) Mr Kalaris\u2019s work while at Saranac; (5) his experience in the financial services industry over four decades; and (6) Saranac\u2019s view that Mr Kalaris\u2019s conduct during the 2013 and 2014 Interviews \u201cdoes not negatively impact his fitness and properness\u201d. 259. We consider all but the last of those points below. We have disregarded Saranac\u2019s view as to Mr Kalaris\u2019s conduct during the Interviews, because we have already made our own findings on those matters. The personal references 260. The Bundle included personal references for Mr Kalaris given by four of the NEDs between December 2022 and January 2023, together with copies of witness statements from seven other individuals dated February 2019 given for the purposes of Mr Kalaris\u2019s criminal trial. The Bundle also included a letter dated June 2021 from Mr Elliott, the Chair of Saranac, in support of the Application. In this judgment, we have combined all of those documents under the heading \u201cpersonal references\u201d. Findings of fact based on the other evidence 261. On the basis of that other evidence, we make the findings of fact set out below. The capital raising and the GenVen Report 262. Many of the referees stated that in their view Mr Kalaris had acted with fitness and propriety in relation to the capital raising and\/or the GenVen Report. For example, one said there were \u201creasonable grounds for assuming that both Barclays\u2019 capital raisings had been conducted properly\u201d, and another commented that having conducted \u201cdue diligence\u201d on the capital raising issue, his \u201cassessment was that Tom had acted in an open and cooperative manner during the FCA and SFO process\u201d. 263. We did not make any further findings in the light of this evidence, because: (1) the Authority\u2019s case was based on Mr Kalaris\u2019s responses in the Interviews, not on Mr Kalaris having acted improperly in relation to either the capital raising or the GenVen Report; and (2) to the extent that the referees were expressing their opinion as to Mr Kalaris\u2019s approach in the Interviews, we have already carried out our own analysis. Financial services experience 264. We have already made findings about Mr Kalaris\u2019s experience in the financial services sector before he set up Saranac, see \u00a768ff. It is clear from the Decision Notice that this information was also known to the Authority before it made the Decision, and was taken into account when it concluded that Mr Kalaris was not \u201cfit and proper\u201d. Mr Kalaris\u2019s approach to regulatory requirements in the past 265. Some of the references included statements that Mr Kalaris had been supportive of regulatory compliance during the years before 2014. For example, Mr Chester B Feldberg. who worked with Mr Kalaris between 2000 and 2008 in his role as Chairman of Barclays\u2019 Governance and Control Committee, said he could rely on Mr Kalaris to \u201ctake prompt and effective action\u201d to address any weaknesses in Barclays\u2019 governance procedures. Sir David Walker, Barclays\u2019 Chairman from 2012, said Mr Kalaris had \u201can acute and well-developed capacity to determine and chart the ethically right course in any business situation even where this might have at least short-term negative consequences\u201d, and gave two examples. Mr Richard Berliand, who had previously worked under Mr Kalaris at JP Morgan, said he \u201cconsistently promoted a culture of regulatory respect and compliance\u201d. 266. However, none of the referees were called as witnesses in these proceedings and so could not be cross-examined. Moreover, this evidence all relates to the period before the Interviews, in the course of which we have found Mr Kalaris to have been dishonest and lacking candour. We find that the evidence given by the referees as to Mr Kalaris\u2019s approach to regulatory compliance in the period before 2014 does not form a reliable basis for making a finding of fact about Mr Kalaris\u2019s fitness and propriety at the time of the Decision or, indeed, at the time of this judgment. Compliance with restrictions 267. Both Saranac and some of the personal referees stated Mr Kalaris had complied with the restrictions imposed on him by the Authority in the period up to March 2020. This was not in dispute and we find it to be a fact. Training 268. In 2016 and 2017, Mr Kalaris completed a number of training courses provided by the Chartered Institute for Securities and Investments (\u201cCISI\u201d), including one called \u201cUK Regulation and Professional Integrity\u201d. In September and October 2020, he completed the following further training, delivered by a CISI accredited provider: (1) Evidencing the effectiveness of good governance; (2) Evidencing effective board reporting; (3) Risk Management Oversight; and (4) Culture &#8211; The board&#039;s secret weapon. 269. In Carrimjee, the Tribunal made findings about the training carried out by Mr Carrimjee after the Authority had issued his decision notice. Mr Carrimjee had filed a witness statement, as had Mr Goh, the managing director of the firm which provided the training. The Tribunal concluded at [86] that the course Mr Carrimjee had undergone had been \u201crigorous\u201d. In making its decision, the Tribunal placed some weight on the fact that Mr Carrimjee had undertaken that training. 270. In contrast, Saranac has provided no information about Mr Kalaris\u2019s training, other than the names of the modules. His witness statement contains no related evidence. Although we find as a fact that he carried out further training after the Interviews, we make no finding as to its content or consequences. The standing of the NEDs 271. The following individuals accepted office as Saranac\u2019s NEDs: (1) Robert Elliott, former Chair of Linklaters LLP (\u201cLinklaters\u201d); (2) Richard Berliand, Chair of TP ICAP PLC and formerly the Managing Director of JP Morgan; (3) Gordon Neilly, former Chief of Staff and Head of Strategy at Standard LifeAberdeen PLC; (4) Martin Gilbert, former CEO of Aberdeen Asset Management and joint CEO of Standard Life Aberdeen PLC (\u201cAberdeen\u201d); (5) Jeffrey Walsh of Jupiter Capital Partners LLC; and (6) David Bloom, Founder of Goldacre Ventures and a partner of the No\u00e9 Group. 272. Saranac\u2019s position is that individuals of that calibre would not have accepted a NED role unless they regarded Mr Kalaris to be a fit and proper person; the Saranac assessment emphasises that all but one of the NEDs had accepted the role when Mr Kalaris was still facing criminal charges. 273. However, the mere fact that an individual accepted a NED role in Saranac does not lead to the necessary inference that he also regards Mr Kalaris as a fit and proper person. Apart from Mr Elliott and Mr Neilly, whose references we consider below, none of the NEDs had explained why they had accepted the role. We therefore make no finding based on the standing of the NEDs. Mr Kalaris\u2019s work at Saranac 274. The references provided by Mr Elliott and Mr Neilly did include evidence about the work carried out by Mr Kalaris at Saranac. Mr Elliott 275. Mr Elliott stepped down from being Chairman and Senior Partner at Linklaters in September 2016, and was appointed as Saranac\u2019s Chair in February 2017. In his letter of 11 June 2021, he commended the governance structure put in place by Mr Kalaris, saying it was \u201cfit for purpose and robust\u201d, and gave a particular example: \u201cMr Kalaris was very definite in his views that the pricing of subsequent capital raises from investors should be absolutely fair to those investors, having regard to the progress being made by the Firm in implementing its business plan.\u201d Mr Neilly 276. Mr Neilly first met Mr Kalaris in 2016, when Aberdeen (later \u201cAbrdn\u201d) was considering investing in Saranac. Mr Neilly said: \u201cWhen Abrdn indicated its willingness to consider an investment, I recall the professionalism, fairness and transparency of the documentation relating to the business constitution, shareholder agreement and shareholder protections.\u201d 277. He continued: \u201cWhen I agreed to join the Board, initially as an investor representative, I was heartened by the quality and broad experience of the Board of Directors Tom had assembled, his desire for strong governance and challenge and his utmost respect for the regulatory environment in which the business would operate. Recruitment, customer proposition and the operating environment reflected Tom\u2019s belief [that] clients would expect, as a minimum, strong business ethics, adherence to regulatory discipline, service excellence and a best-in-class operating environment to protect the assets which they were entrusting to the stewardship of Saranac.\u201d 278. Mr Neilly concluded by saying that Mr Kalaris \u201cis a person of great integrity\u201d who can be relied upon to provide \u201chonest advice and feedback no matter the situation\u201d. The Tribunal\u2019s conclusion 279. We do place weight on Mr Elliott\u2019s evidence and that of Mr Neilly. Unlike many of the other referees, their assessments were not based on the period leading up to the Interviews. We recognise that neither individual was available for cross-examination, but Mr Stanley did not submit that no weight should be given to them. We find as a fact that Mr Kalaris demonstrated his fitness and propriety to both Mr Neilly and Mr Elliott in the course of his work for Saranac. The Tribunal\u2019s decision 280. The Authority refused the Application because it was not satisfied that Mr Kalaris was a fit and proper person to perform the Chief Executive and Executive Director functions for Saranac. The Decision was based on the replies given by Mr Kalaris during the Interviews in relation to the capital raising and the GenVen Report. 281. In relation to the capital raising, we made findings of fact based on the same documentary evidence as that considered by the Authority, together with Mr Kalaris\u2019s witness evidence. Having done so, we found Mr Kalaris had not been candid in his answers to three of the questions asked by the Authority during the 2013 Interview and that one of his answers was dishonest. Our conclusion was thus the same as that of the Authority. 282. In relation to the GenVen Report, the Decision was based on: (1) the findings in Tinney that Mr Kalaris knew about the GenVen Report before the meeting on 17 December 2012; and (2) a contemporaneous note made by Mr Mason, which referred to Mr Kalaris not wanting \u201ca litigation trail\u201d. 283. For the reasons given at \u00a752ff, we rejected Mr Stanley\u2019s submission that we should place weight on Tinney,and we also did not take Mr Mason\u2019s note into account, see \u00a762. However, having considered the other documentary evidence (which was not in dispute) together with Mr Kalaris\u2019s witness evidence, we decided he had given dishonest responses in the course of the 2014 Interview. This too was the same conclusion as that reached by the Authority. 284. In Tinney, the Tribunal recorded that Mr Tinney had \u201cbeen reflecting on his conduct in that time and that his remorse is genuine\u201d. Mr Stanley rightly pointed out that was not the position taken by Mr Kalaris, who had instead reiterated that he had acted entirely appropriately. In relation to the 2013 Interview he said \u201cI did not (and still do not) consider I had done anything wrong\u201d, and in relation to the 2014 Interview that \u201cI believe I was completely honest and open with the Authority\u201d. Mr Stanley contrasted this with a (hypothetical) applicant who might have said: \u201cWell, I don\u2019t think that actually was the correct answer at the time. I\u2019m sorry that I got that wrong. I made a mistake. I wouldn\u2019t do that again.\u201d 285. Having considered the Interviews, and Mr Kalaris\u2019s approach at the hearing to those Interviews, we went on to make the following findings on the basis of evidence which had not been taken into account by the Authority. (1) Mr Kalaris complied with the restrictions imposed on him by the Authority in the period up to March 2020. The Handbook confirms at FIT 2.1.3G(13) that a relevant factor when assessing a person\u2019s fitness and propriety is \u201cwhether the person demonstrates a readiness and willingness to comply with the requirements and standards of the regulatory system. However, we also take into account that both Saranac and Mr Kalaris were mandated to comply with the attestation process as a condition of Saranac\u2019s authorisation, and a failure to comply would have had serious consequences for that firm. (2) In the course of his work for Saranac, Mr Elliott and Mr Neilly observed Mr Kalaris acting with fitness and propriety. 286. It is true that those findings are inconsistent with the Decision reached by the Authority. However, they are significantly outweighed by the seriousness of our findings about Mr Kalaris\u2019s dishonesty and lack of candour. We are in no doubt that if the matter were remitted, the Authority would inevitably come to the same conclusion, see Soszynski at [35] cited earlier in this judgment. Furthermore, we find that the position would be the same if we had made a finding of dishonesty in relation to only one of the Interviews. The Reference is therefore dismissed. Our decision is unanimous. 287. We are grateful to Mr Stanley and Mr Winter for their helpful oral and written submissions. We also thank the members of their legal teams, who prepared the case for the hearing, including the comprehensive Bundle. ANNE REDSTON UPPER TRIBUNAL JUDGE Release date: 27 August 2024<\/p>\n<\/div>\n<hr class=\"kji-sep\" \/>\n<p class=\"kji-source-links\"><strong>Sources officielles :<\/strong> <a class=\"kji-source-link\" href=\"https:\/\/caselaw.nationalarchives.gov.uk\/ukut\/tcc\/2024\/254\" target=\"_blank\" rel=\"noopener noreferrer\">consulter la page source<\/a><\/p>\n<p class=\"kji-license-note\"><em>Open Justice Licence (The National Archives).<\/em><\/p>\n<\/div>\n","protected":false},"excerpt":{"rendered":"<p>Introduction and Summary 1. Saranac Partners Limited (\u201cSaranac\u201d), the Applicant in these proceedings, is a wealth and investment management firm founded in 2015 by Mr Thomas Llewellyn Kalaris. Mr Kalaris had previously been employed by Barclays Bank plc, a subsidiary of Barclays plc In this judgment we have not distinguished between Barclays plc and Barclays Bank plc unless it is&#8230;<\/p>\n","protected":false},"featured_media":0,"template":"","meta":{"_crdt_document":""},"kji_country":[7608],"kji_court":[7884],"kji_chamber":[],"kji_year":[8677],"kji_subject":[7612],"kji_keyword":[7664,17156,11904,7622,22503],"kji_language":[7611],"class_list":["post-596234","kji_decision","type-kji_decision","status-publish","hentry","kji_country-royaume-uni","kji_court-upper-tribunal-tax-and-chancery-chamber","kji_year-8677","kji_subject-fiscal","kji_keyword-authority","kji_keyword-barclays","kji_keyword-capital","kji_keyword-evidence","kji_keyword-kalaris","kji_language-anglais"],"yoast_head":"<!-- This site is optimized with the Yoast SEO Premium plugin v27.5 (Yoast SEO v27.5) - https:\/\/yoast.com\/product\/yoast-seo-premium-wordpress\/ -->\n<title>Saranac Partners Limited v The Financial Conduct Authority - Ma\u00eetre Hassan Kohen, avocat en droit p\u00e9nal \u00e0 Paris<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/kohenavocats.com\/zh-hans\/jurisprudences\/saranac-partners-limited-v-the-financial-conduct-authority\/\" \/>\n<meta property=\"og:locale\" content=\"zh_CN\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Saranac Partners Limited v The Financial Conduct Authority\" \/>\n<meta property=\"og:description\" content=\"Introduction and Summary 1. Saranac Partners Limited (\u201cSaranac\u201d), the Applicant in these proceedings, is a wealth and investment management firm founded in 2015 by Mr Thomas Llewellyn Kalaris. Mr Kalaris had previously been employed by Barclays Bank plc, a subsidiary of Barclays plc In this judgment we have not distinguished between Barclays plc and Barclays Bank plc unless it is...\" \/>\n<meta property=\"og:url\" content=\"https:\/\/kohenavocats.com\/zh-hans\/jurisprudences\/saranac-partners-limited-v-the-financial-conduct-authority\/\" \/>\n<meta property=\"og:site_name\" content=\"Ma\u00eetre Hassan Kohen, avocat en droit p\u00e9nal \u00e0 Paris\" \/>\n<meta name=\"twitter:card\" content=\"summary_large_image\" \/>\n<meta name=\"twitter:label1\" content=\"\u9884\u8ba1\u9605\u8bfb\u65f6\u95f4\" \/>\n\t<meta name=\"twitter:data1\" content=\"117 \u5206\" \/>\n<script type=\"application\/ld+json\" class=\"yoast-schema-graph\">{\"@context\":\"https:\\\/\\\/schema.org\",\"@graph\":[{\"@type\":\"WebPage\",\"@id\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/jurisprudences\\\/saranac-partners-limited-v-the-financial-conduct-authority\\\/\",\"url\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/jurisprudences\\\/saranac-partners-limited-v-the-financial-conduct-authority\\\/\",\"name\":\"Saranac Partners Limited v The Financial Conduct Authority - Ma\u00eetre Hassan Kohen, avocat en droit p\u00e9nal \u00e0 Paris\",\"isPartOf\":{\"@id\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/#website\"},\"datePublished\":\"2026-04-18T16:27:45+00:00\",\"breadcrumb\":{\"@id\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/jurisprudences\\\/saranac-partners-limited-v-the-financial-conduct-authority\\\/#breadcrumb\"},\"inLanguage\":\"zh-Hans\",\"potentialAction\":[{\"@type\":\"ReadAction\",\"target\":[\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/jurisprudences\\\/saranac-partners-limited-v-the-financial-conduct-authority\\\/\"]}]},{\"@type\":\"BreadcrumbList\",\"@id\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/jurisprudences\\\/saranac-partners-limited-v-the-financial-conduct-authority\\\/#breadcrumb\",\"itemListElement\":[{\"@type\":\"ListItem\",\"position\":1,\"name\":\"Home\",\"item\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/\"},{\"@type\":\"ListItem\",\"position\":2,\"name\":\"Jurisprudences\",\"item\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/jurisprudences\\\/\"},{\"@type\":\"ListItem\",\"position\":3,\"name\":\"Saranac Partners Limited v The Financial Conduct Authority\"}]},{\"@type\":\"WebSite\",\"@id\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/#website\",\"url\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/\",\"name\":\"Kohen Avocats\",\"description\":\"Ma\u00eetre Hassan Kohen, avocat p\u00e9naliste \u00e0 Paris, intervient exclusivement en droit p\u00e9nal pour la d\u00e9fense des particuliers, notamment en mati\u00e8re d\u2019accusations de viol. Il assure un accompagnement rigoureux d\u00e8s la garde \u00e0 vue jusqu\u2019\u00e0 la Cour d\u2019assises, veillant au strict respect des garanties proc\u00e9durales.\",\"publisher\":{\"@id\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/#organization\"},\"potentialAction\":[{\"@type\":\"SearchAction\",\"target\":{\"@type\":\"EntryPoint\",\"urlTemplate\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/?s={search_term_string}\"},\"query-input\":{\"@type\":\"PropertyValueSpecification\",\"valueRequired\":true,\"valueName\":\"search_term_string\"}}],\"inLanguage\":\"zh-Hans\"},{\"@type\":\"Organization\",\"@id\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/#organization\",\"name\":\"Kohen Avocats\",\"url\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/\",\"logo\":{\"@type\":\"ImageObject\",\"inLanguage\":\"zh-Hans\",\"@id\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/#\\\/schema\\\/logo\\\/image\\\/\",\"url\":\"https:\\\/\\\/kohenavocats.com\\\/wp-content\\\/uploads\\\/2026\\\/01\\\/Logo-2-1.webp\",\"contentUrl\":\"https:\\\/\\\/kohenavocats.com\\\/wp-content\\\/uploads\\\/2026\\\/01\\\/Logo-2-1.webp\",\"width\":2114,\"height\":1253,\"caption\":\"Kohen Avocats\"},\"image\":{\"@id\":\"https:\\\/\\\/kohenavocats.com\\\/zh-hans\\\/#\\\/schema\\\/logo\\\/image\\\/\"}}]}<\/script>\n<!-- \/ Yoast SEO Premium plugin. -->","yoast_head_json":{"title":"Saranac Partners Limited v The Financial Conduct Authority - Ma\u00eetre Hassan Kohen, avocat en droit p\u00e9nal \u00e0 Paris","robots":{"index":"index","follow":"follow","max-snippet":"max-snippet:-1","max-image-preview":"max-image-preview:large","max-video-preview":"max-video-preview:-1"},"canonical":"https:\/\/kohenavocats.com\/zh-hans\/jurisprudences\/saranac-partners-limited-v-the-financial-conduct-authority\/","og_locale":"zh_CN","og_type":"article","og_title":"Saranac Partners Limited v The Financial Conduct Authority","og_description":"Introduction and Summary 1. Saranac Partners Limited (\u201cSaranac\u201d), the Applicant in these proceedings, is a wealth and investment management firm founded in 2015 by Mr Thomas Llewellyn Kalaris. Mr Kalaris had previously been employed by Barclays Bank plc, a subsidiary of Barclays plc In this judgment we have not distinguished between Barclays plc and Barclays Bank plc unless it is...","og_url":"https:\/\/kohenavocats.com\/zh-hans\/jurisprudences\/saranac-partners-limited-v-the-financial-conduct-authority\/","og_site_name":"Ma\u00eetre Hassan Kohen, avocat en droit p\u00e9nal \u00e0 Paris","twitter_card":"summary_large_image","twitter_misc":{"\u9884\u8ba1\u9605\u8bfb\u65f6\u95f4":"117 \u5206"},"schema":{"@context":"https:\/\/schema.org","@graph":[{"@type":"WebPage","@id":"https:\/\/kohenavocats.com\/zh-hans\/jurisprudences\/saranac-partners-limited-v-the-financial-conduct-authority\/","url":"https:\/\/kohenavocats.com\/zh-hans\/jurisprudences\/saranac-partners-limited-v-the-financial-conduct-authority\/","name":"Saranac Partners Limited v The Financial Conduct Authority - Ma\u00eetre Hassan Kohen, avocat en droit p\u00e9nal \u00e0 Paris","isPartOf":{"@id":"https:\/\/kohenavocats.com\/zh-hans\/#website"},"datePublished":"2026-04-18T16:27:45+00:00","breadcrumb":{"@id":"https:\/\/kohenavocats.com\/zh-hans\/jurisprudences\/saranac-partners-limited-v-the-financial-conduct-authority\/#breadcrumb"},"inLanguage":"zh-Hans","potentialAction":[{"@type":"ReadAction","target":["https:\/\/kohenavocats.com\/zh-hans\/jurisprudences\/saranac-partners-limited-v-the-financial-conduct-authority\/"]}]},{"@type":"BreadcrumbList","@id":"https:\/\/kohenavocats.com\/zh-hans\/jurisprudences\/saranac-partners-limited-v-the-financial-conduct-authority\/#breadcrumb","itemListElement":[{"@type":"ListItem","position":1,"name":"Home","item":"https:\/\/kohenavocats.com\/zh-hans\/"},{"@type":"ListItem","position":2,"name":"Jurisprudences","item":"https:\/\/kohenavocats.com\/zh-hans\/jurisprudences\/"},{"@type":"ListItem","position":3,"name":"Saranac Partners Limited v The Financial Conduct Authority"}]},{"@type":"WebSite","@id":"https:\/\/kohenavocats.com\/zh-hans\/#website","url":"https:\/\/kohenavocats.com\/zh-hans\/","name":"Kohen Avocats","description":"Ma\u00eetre Hassan Kohen, avocat p\u00e9naliste \u00e0 Paris, intervient exclusivement en droit p\u00e9nal pour la d\u00e9fense des particuliers, notamment en mati\u00e8re d\u2019accusations de viol. Il assure un accompagnement rigoureux d\u00e8s la garde \u00e0 vue jusqu\u2019\u00e0 la Cour d\u2019assises, veillant au strict respect des garanties proc\u00e9durales.","publisher":{"@id":"https:\/\/kohenavocats.com\/zh-hans\/#organization"},"potentialAction":[{"@type":"SearchAction","target":{"@type":"EntryPoint","urlTemplate":"https:\/\/kohenavocats.com\/zh-hans\/?s={search_term_string}"},"query-input":{"@type":"PropertyValueSpecification","valueRequired":true,"valueName":"search_term_string"}}],"inLanguage":"zh-Hans"},{"@type":"Organization","@id":"https:\/\/kohenavocats.com\/zh-hans\/#organization","name":"Kohen Avocats","url":"https:\/\/kohenavocats.com\/zh-hans\/","logo":{"@type":"ImageObject","inLanguage":"zh-Hans","@id":"https:\/\/kohenavocats.com\/zh-hans\/#\/schema\/logo\/image\/","url":"https:\/\/kohenavocats.com\/wp-content\/uploads\/2026\/01\/Logo-2-1.webp","contentUrl":"https:\/\/kohenavocats.com\/wp-content\/uploads\/2026\/01\/Logo-2-1.webp","width":2114,"height":1253,"caption":"Kohen Avocats"},"image":{"@id":"https:\/\/kohenavocats.com\/zh-hans\/#\/schema\/logo\/image\/"}}]}},"jetpack_likes_enabled":false,"jetpack_sharing_enabled":true,"_links":{"self":[{"href":"https:\/\/kohenavocats.com\/zh-hans\/wp-json\/wp\/v2\/kji_decision\/596234","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/kohenavocats.com\/zh-hans\/wp-json\/wp\/v2\/kji_decision"}],"about":[{"href":"https:\/\/kohenavocats.com\/zh-hans\/wp-json\/wp\/v2\/types\/kji_decision"}],"wp:attachment":[{"href":"https:\/\/kohenavocats.com\/zh-hans\/wp-json\/wp\/v2\/media?parent=596234"}],"wp:term":[{"taxonomy":"kji_country","embeddable":true,"href":"https:\/\/kohenavocats.com\/zh-hans\/wp-json\/wp\/v2\/kji_country?post=596234"},{"taxonomy":"kji_court","embeddable":true,"href":"https:\/\/kohenavocats.com\/zh-hans\/wp-json\/wp\/v2\/kji_court?post=596234"},{"taxonomy":"kji_chamber","embeddable":true,"href":"https:\/\/kohenavocats.com\/zh-hans\/wp-json\/wp\/v2\/kji_chamber?post=596234"},{"taxonomy":"kji_year","embeddable":true,"href":"https:\/\/kohenavocats.com\/zh-hans\/wp-json\/wp\/v2\/kji_year?post=596234"},{"taxonomy":"kji_subject","embeddable":true,"href":"https:\/\/kohenavocats.com\/zh-hans\/wp-json\/wp\/v2\/kji_subject?post=596234"},{"taxonomy":"kji_keyword","embeddable":true,"href":"https:\/\/kohenavocats.com\/zh-hans\/wp-json\/wp\/v2\/kji_keyword?post=596234"},{"taxonomy":"kji_language","embeddable":true,"href":"https:\/\/kohenavocats.com\/zh-hans\/wp-json\/wp\/v2\/kji_language?post=596234"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}