Upper Tribunal Tax and Chancery Chamber

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

Fecha: 10-Jul-2024

The standing of the NEDs

The standing of the NEDs

271.

The following individuals accepted office as Saranac’s NEDs:

(1)

Robert Elliott, former Chair of Linklaters LLP (“Linklaters”);

(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 Life
Aberdeen PLC;

(4)

Martin Gilbert, former CEO of Aberdeen Asset Management and joint CEO of Standard Life Aberdeen PLC (“Aberdeen”);

(5)

Jeffrey Walsh of Jupiter Capital Partners LLC; and

(6)

David Bloom, Founder of Goldacre Ventures and a partner of the Noé Group.

272.

Saranac’s 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’s 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.