UT (Tax & Chancery) UT-2022-0000150 - [2024] UKUT 00254 (TCC)

In early December 2012, Ms Erin Mansfield, the head of BWA’s 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.

On 10 December 2012, Mr Kalaris held a meeting with Ms Mansfield, Mr Tinney and Mr David Mason, Mr Tinney’s new chief of staff. Brief notes of that meeting were taken by Mr Mason, which Mr Kalaris accepted were “a fair review of the discussion”. Mr Mason recorded that Erin Hilgart’s paper was to be sent to the Fed, and that Mr Tinney was to meet with them.

On Saturday 15 December 2012, Mr Michael Roemer, global head of Barclays’ Internal Audit department, emailed Mr Kalaris saying the Fed knew “an outside party” 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 “view the delay in receiving the report as a red flag”. In oral evidence Mr Kalaris said that “the alarm bells went off at this point”.

Mr Kalaris forwarded Mr Roemer’s 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:

“Mike, this is incredibly concerning to me as we’ve 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)…”

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.

On Sunday 16 December 2012, Mr Kalaris emailed Mr Harding and copied Mr Tinney, saying in relation to the “cultural look at BWA” that “we do not have a formal document” 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.

We make further findings of fact about what happened between 14 and 16 December 2012 at §239ff.

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 “we have to dismiss Andrew [Tinney]”. Mr Jenkins and Mr Harding agreed.