[2025] UKUT 00185 (TCC)

In March 2018, Mr Arden joined the Bank as CFO and Company Secretary, replacing Mr Brierley. He had previously been the CFO of Sainsbury’s Bank Plc, where he had worked since March 2012. Sainsbury’s Bank was not a listed company, so Mr Arden did not have experience of the Listing Rules or the MAR. On 16 May 2018, Mr Lane and Mr Sadler gave him training on both.

Mr Arden and Mr Donaldson were the only executive directors on the Bank’s Board. Apart from Mr Hill, the other non-executive directors (“NEDs”) were Mr Stuart Bernau, Mr Keith Carby, Mr Ben Gunn, Mr Roger Farah, Lord Howard Flight, Mr Gene Lockhart, Ms Monique Melis and Sir Michael Snyder. Most of the NEDs were experienced in financial services and many had worked for other listed entities: in particular, Mr Bernau had been a specialist adviser to the Treasury Committee in relation to the review into the failure of the HBOS group, and Mr Lockhart was formerly the CEO of Midland Bank and MasterCard.

One of the sub-committees of the Board was the Risk Oversight Committee. It was chaired by Mr Lockhart, while Mr Snyder, Mr Bernau, Mr Gunn and Ms Melis were members. Mr Donaldson and Mr Arden regularly attended as guests, as did Ms Gillan and others.

The Bank’s Audit Committee was chaired by Mr Bernau, while Mr Carby, Mr Lockhart and Mr Snyder were members. Mr Donaldson and Mr Arden attended meetings as guests, as did Ms Gillan and Ms Yeoh, the head of Internal Audit, as well as one or more partners from PwC, the Bank’s auditors.

The Credit Risk, Policy and Appetite Committee (“CRPAC”) was responsible for oversight of credit risk policies, reviewing proposals on risk appetite; and monitoring portfolio performance against risk appetite. Members included Mr Donaldson, Mr Arden, Ms Gillan and Mr Stokes. Before matters were referred to the CRPAC, they were reviewed by the Portfolio Quality Review forum (“PQR”), made up of members of the Bank’s Finance and Risk team.

The Bank also had a Disclosure Committee (sometimes called the “DisCo”); its members were Mr Donaldson, Mr Arden, and the Bank’s General Counsel, Ms James. Its Terms of Reference provided that the committee’s role was to “draw up and maintain procedures, systems and controls for the identification, treatment and disclosure of inside information and for complying with other disclosure obligations which apply to the Bank” and to carry out related tasks, including to:

“ensure that all regulatory announcements, shareholder circulars, prospectuses and other documents issued by the Bank under any legal or regulatory requirement are scrutinised in order to ensure that they are accurate and not misleading and do not omit anything material and comply with applicable legal and regulatory requirements.”

We agree with Mr Jaffey that this reflected the requirements of LR 1.3.3R.