Upper Tribunal Tax and Chancery Chamber

[2025] UKUT 00185 (TCC)

Fecha: 09-Abr-2025

Disclosure Committee meeting

Disclosure Committee meeting

163.

The October meeting of the Disclosure Committee took place on 16 October 2018 attended by Mr Arden, Ms James and Ms Roberts. Mr Donaldson sent his apologies. The minutes record that:

“A problem had been identified with the risk weight classification of some
commercial assets; that current estimates based on sampling was c.£600m and the impact on core equity capital of c.£50m but further work was being undertaken (with the help of Deloitte) to finalise the amount; the PRA had agreed that no immediate changes necessary for the Coreg [sic] reporting; and the intention was to notify the market once finalised and resolved in line with our usual full year and Pillar 3 disclosures..
Linklaters concurred with the view that it is neither specific nor material information at this point and was in the ordinary course of ongoing dialogue with the regulator over a complex issue and no market announcement was necessary at this point.
The Committee understood that, once fixed, further consideration would nee dot [need to] be given to whether a market announcement was required.”

164.

The minutes record the “Action” as being “Continue to monitor”. Mr Jaffey noted that the committee’s Terms of Reference state that part of its role was to ensure that the Bank’s announcements complied with LR 1.3.3R, see §89. He invited the Tribunal to find as a fact that the committee had also considered a draft of the Q3 Update, saying:

“It was put through this committee and shown to the general counsel for approval precisely to ensure that there was compliance with, amongst other
things, the listing rules.”

165.

We decline to make that finding, for the following reasons:

(1)

The committee’s Terms of Reference also require members to be provided, at least five days in advance, with the agenda items to be discussed, and no copy of the Q3 Update was so provided.

(2)

Although the Terms of Reference say that meetings can also be convened “without formal papers”, this was not such a meeting.

(3)

The Bundle contained both:

(a)

a draft of the minutes, prepared in advance, which set out each of the agenda items and a provisional view of the conclusions; and

(b)

the final version of the minutes.

(4)

There are differences between the two documents, and had the Q3 Update been introduced as an agenda item at the last minute, it is not credible that it would have been omitted from the final version of the minutes.

(5)

Although Mr Arden’s evidence was that “there would definitely be a draft of the Q3 in existence at this stage”, he also agreed in cross-examination that “the minutes don't suggest” that it was considered at this meeting and he had no memory of it being discussed.