The Financial Conduct Authority published the Decision Notice against Burns today asserting she failed to act with integrity, but Burns has referred her case to the Upper Tribunal, which could still overturn the decision.

In 2006 Ms Burns completed a consultancy project for a US based investment manager. Shortly after she completed this project Ms Burns asked the investment manager for the opportunity to turn her proposal into a UK business. The investment manager did not take her up on her proposal but she stayed in touch with them.

In September 2008, Ms Burns put forward a proposal outlining the consultancy work she could perform for the investment manager.

In January 2009 and May 2010, Ms Burns became a NED and chair of the investment committee for two UK mutual societies – the Marine and General Mutual Life Assurance Society and Teachers Provident Society.

Upon taking up her NED positions Ms Burns notified the investment manager of her new roles and renewed her request for consultancy work.

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Ms Burns did not tell the mutual societies that she was at the same time trying to obtain work from the investment manager and, in the FCA’s opinion, attempted to use her NED positions to benefit herself in a variety of ways.

During Ms Burns’ tenure as NED and chair of the investment committees at both mutual societies, one mutual society placed a £350 million mandate, and the other was considering placing a £750 million mandate with the investment manager.

In the FCA’s opinion, Ms Burns had a duty to disclose her interest in seeking consultancy work from the investment manager to her fellow mutual societies’ directors. Ms Burns made no such disclosure. In the FCA’s view, Ms Burns also attempted to use her NED positions to benefit herself.

In the FCA’s opinion, given the serious nature of these breaches, these failures demonstrate that Ms Burns lacked integrity.

Tracey McDermott, director of enforcement and financial crime, said:
“The position of NEDs is critical to the effective functioning of a board and to maintaining the confidence of customers. Because of the nature of their role, NEDs are more likely to have a portfolio of appointments and are likely to find themselves having to manage conflicts of interest more frequently than their fellow directors. NEDs need to manage scrupulously their conflicts of interest and to observe basic corporate governance principles.”

Ms Burns applied to the Tribunal for an order preventing the FCA from publishing the Decision Notice. This application was unsuccessful.