FCA refrains from fining Carillion plc
The UK Financial Conduct Authority (FCA) today published decision notices for Carillion plc (in liquidation) and three of its former executive directors.
The three individuals have referred their respective Decision Notices to the Upper Tribunal where they will each present their case. Carillion has not referred its Decision Notice to the Upper Tribunal.
The FCA explains that it has imposed a public censure on Carillion, rather than a financial penalty, given the firm is insolvent and in liquidation. Were it not for Carillion’s financial circumstances, the FCA would have imposed a financial penalty of £37,910,000.
In the three individuals’ Decision Notices, the FCA has decided to fine Mr Howson (former chief executive officer) £397,800, Mr Adam (former finance director) £318,000 and Mr Khan (former finance director) £154,400.
The Upper Tribunal will determine whether to uphold the FCA’s decisions against the three individuals or not and whether there are any other actions that should be taken by the FCA. The Upper Tribunal’s decision will be made public on its website following a hearing. Accordingly, the action outlined in the three individuals’ Decision Notices has no effect pending the determination of the cases by the Upper Tribunal.
The FCA considers that Carillion recklessly published announcements on 7 December 2016, 1 March 2017 and 3 May 2017 that were misleading and did not accurately or fully disclose the true financial performance of Carillion. Those announcements made misleadingly positive statements about Carillion’s financial performance generally and in relation to its UK construction business in particular. The announcements did not reflect significant deteriorations in the expected financial performance of Carillion’s UK construction business and the increasing financial risks associated with it.
In the view of the FCA, Carillion’s systems, procedures and controls were not sufficiently robust to ensure that contract accounting judgments made in its UK construction business were appropriately made, recorded and reported internally to the Board and the Audit Committee.
The FCA also considers that Mr Howson, Mr Adam and Mr Khan acted recklessly and were knowingly concerned in Carillion’s contraventions. In the FCA’s view, Mr Howson, Mr Adam and Mr Khan were each aware of the deteriorating expected financial performance within Carillion’s UK construction business and the increasing financial risks associated with it.
They failed to ensure that those Carillion announcements for which they were responsible accurately and fully reflected these matters. Despite their awareness of these deteriorations and increasing risks, they also failed to make the Board and the Audit Committee aware of them, resulting in a lack of proper oversight.