FCA deem attempting to collapse a country’s economy ‘Not acting with integrity’
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The Financial Conduct Authority has announced a series of fines for Banque Havilland SA and three of its employees for breaching principles of integrity in a recent Decision Notice. In 2017, Qatar was engaged in a diplomatic and economic dispute with other Gulf States, primarily Saudi Arabia and the United Arab Emirates. Banque Havilland drew up plans to put pressure on Qatar to further the aims of these neighbouring states, producing investment advice intending to destabilise the Qatari economy through currency devaluation and a run on bonds in the lead up to the 2022 World Cup. Banque Havilland took this course of action in order to market their services to potential clients in the region and provided a copy of the plan to an individual from the Abu Dhabi sovereign wealth fund. Three individuals were deemed to be at fault – Edmund Rowland, chief executive of the London branch, David Weller, the branch’s senior manager, and Vladimir Bolelyy, an employee who was instrumental in drawing up the Presentation.
The ‘Presentation’ and the ‘Setting Fire to the Neighbour’s House Fund’ documents
The key document, known as the ‘Presentation’, was drawn up by Bolelyy. The FCA’s decision notice states that it ‘contained obviously improper advice for potential investors by recommending manipulative trading strategies’. The basic intention of the plans laid out in the Presentation was to devalue the Qatari Riyal enough to break its peg with the US Dollar by draining Qatar’s central bank foreign exchange reserves. Prospective investors would also purchase Qatari government bonds and go long on Credit Default Swaps and Credit Forwards in order to drive down the value of the Riyal. One highlight of Banque Havilland’s Presentation was the plan to force Qatar to spend its cash reserves on propping up the Riyal, at the expense of money being held back to meet FIFA’s infrastructure commitments for the 2022 World Cup. There is no evidence that this strategy was actually followed by potential investors, and the dispute was resolved over a series of talks finishing in 2021.
One proposal document that went into the Presentation, authored by Weller and sent to Bolelyy, was entitled ‘Setting Fire to the Neighbour’s House Fund’, which presumably raised something of a red flag for the FCA. The plans were leaked to the press in India and the USA, seemingly via UAE government channels.
As Banque Havilland is a Luxembourger bank, and the reported actions are relevant to Qatar, UAE, etc., there has been no criminal prosecution of individuals involved. However, the FCA considers that the Firm recommended actions which, ‘if conducted in the UK, could amount to a criminal offence’, by breaching Section 90 of the Financial Services Act 2012, relating to ‘false or misleading impressions’. Deprived of criminal jurisdiction, the FCA instead made a decision under the Senior Managers and Certification Regime, as the individuals all work in London.
The FCA has held that Banque Havilland breached the First Principle of Business (PRIN 2.1.1), namely that ‘A firm must conduct its business with integrity’. It received a £10m fine.
The three men were held to have breached Individual Conduct Rule 1 (COCON 2.1.1R), which simply states that ‘You must act with integrity’. Edmund Rowland was fined £352,000, David Weller £54,000, and Vladimir Bolelyy £14,200. The three men have also been prohibited from performing any regulated financial services activity in the UK. They had all previously resigned from Banque Havilland over the scandal.
The FCA specifically noted that no one raised alarm bells over the conduct of the firm or any of its employees during the relevant period, whether internally (to Compliance or Head Office at Banque Havilland) or externally (the FCA). It was only after negative press coverage of the leaked documents that Edmund Rowland contacted the FCA.
Bolelyy’s case somewhat differed from the others in that he claimed to be outside COCON’s jurisdiction at the relevant time. Although his title was ‘Senior Investment Analyst’, he made representations that he was actually Edmund Rowland’s personal assistant, a position not covered by COCON. Bolelyy claimed that he essentially acted as a secretary with junior administrative duties and no editorial control over material. He was not certified by the firm under the SMCR. The FCA disagreed, with their primary objective being to cover ‘all those individuals who would be in a position to impact its statutory objectives’. The regulator pointed to his previous work as an analyst, his qualification as a Chartered Financial Analyst, and his behaviour during the relevant period, in making this decision, and fining him accordingly.
Banque Havilland, Edmund Rowland, and Vladimir Bolelyy have submitted appeals to the Upper Tribunal, which can decide on any appropriate action that the FCA should take. For now, the FCA’s verdicts are considered provisional. David Weller chose not to appeal, but the third party appeal means that his case will be looked at too. Banque Havilland’s press release in response states that ‘the bank is disappointed in the decision reached by the FCA and does not accept that it is directly liable for the actions of the individuals implicated in the criticised activity, who have long since left the bank.’
David Rowland has also appealed to the Upper Tribunal as an interested third party. David is the father of Edmund, the chief executive of the London branch. The FCA refers to him as ‘the ultimate controller of the Firm’. A colourful figure, he famously resigned his role as Conservative party treasurer before his first day when it was uncovered that he had only recently become a UK resident after years of tax exile on Guernsey. He had previously used Banque Havilland to provide investment advice and loans to Prince Andrew, who reportedly unveiled a life-size statue of Rowland smoking a cigar in his Guernsey garden. Rowland once won a High Court case stemming from an alleged deal over a partial bank acquisition made during a yacht party in the South of France, and was also involved in a controversial takeover of the Scottish football club Hibernians.
Things to watch
- PRIN 2.1.1 and COCON 2.1.1R are both construed extremely widely. Integrity is subjective and the FCA may well use this as a catch-all offence if they are unhappy with the actions of a firm or its employees. The level at which conduct becomes so lacking in integrity that it breaches the principles has not been fully established by this Decision Notice – the FCA considers the conduct ‘an extremely serious matter and a criminal offence, if it were to take place in the UK’. It may well be that lower levels of integrity in conduct may also fall foul of the principles.
- All relevant behaviour occurred abroad, so individuals did not face criminal prosecutions, even though they worked in the London office. Something to look out for is if prospective hires to UK-based firms have similar behaviour in their past – will the FCA have the resources to forbid such hires?
- Finally, this is a clear message from the FCA that attempting to collapse the economy of a Gulf State on behalf of its neighbours is considered poor form, especially if it might wreck the World Cup.