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

On 25 September 2012, Mr Marcus Agius, Barclays’ Chairman, received an anonymous email (“the Whistleblower email”). As Mr Kalaris accepted, the Whistleblower email referred to many of the issues identified in the GenVen Report. It also included the statement that:

“…a 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.”

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:

“TK [Mr Kalaris] - I want to find out who the F WB [whistle-blower] is – there’s a certain style of writing and grammar in this email which is consistent in the other anonymous WB’s. I’m sure its that idiot [initials] – we should get investigators on to this. I want a search of the email system – I want the language/the grammar + the structure of writing/phraseology + writing style examined – there are ways to identify this F. I want to find him...

AT [Mr Tinney] – there may be issues with that approach Tom but we’ll look into it.

TK – was not happy AT ALL.

AT – OK – I’ll talk to my IT guys + get back to you.

DP – I tried to persuade TK not to – WBs are protected – could be a criminal offence under SOX [the Sarbanes-Oxley Act].

TK – note to AJ – make clear – its all complete bullshit – there’s no R[report] being suppressed + tell him that all these points have been seen beforehand addressed + we’re all over it.”

Mr Kalaris said in oral evidence that he had been “angry” and had an “emotional reaction” to the Whistleblower email, but that one or more of the others had calmed him down, and he had accepted there wasn’t anything he could do about the email.

As indicated at the end of Mr Perry’s 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’ CEO. That response went through some 12 drafts before being finalised. Some of the drafts included this text, which was seen by Mr Kalaris:

“Erin 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 ‘Wealth Cultural Audit Report’.”

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 “data gathering interviews” following which a workshop had been held and key actions identified. Mr Kalaris sent that version to Mr Jenkins on 2 October 2012.