FINAL NOTICE

A38 Motor Company Ltd
Unit B
Camp Farm
Knowle Hill
Hurley
Atherstone
Warwickshire
CV9 2JF
UNITED KINGDOM

ACTION

1. By an application dated 11/09/2020 A38 Motor Company Ltd applied under section

60 of the Act for approval of Mr Charles Breeden to perform the controlled function
of SMF29 Limited scope function.

2. The Application is incomplete.

3. The Authority has refused the Application as it is not satisfied that Mr Charles

Breeden is fit and proper for the function applied for, as A38 Motor Company Ltd
has not provided the additional information requested.

SUMMARY OF REASONS

4. On the basis of the facts and matters described below, the Authority is not satisfied

that A38 Motor Company Ltd has failed to respond, substantively or at all, to
numerous requests for the provision of information considered by the Authority to
be necessary to enable it to determine the Application. The requests were made
over 10 week period, and the last request included a statement to the effect that
the A38 Motor Company Ltd should contact the Authority, or the Authority would
give A38 Motor Company Ltd a warning notice.

5. The Authority must therefore determine the Application based upon the information

received to date, in circumstances where its requests for information have not been
met. Having reviewed that information, the Authority cannot be satisfied that the
Candidate Mr Charles Breeden is a fit and proper person to perform the SMF29
Limited Scope Function.

DEFINITIONS

6. The definitions below are used in this Final Notice.

“the Act” means the Financial Services and Markets Act 2000.

“the Application” means the application referred to in paragraph 1 above.

“the Authority” means the body corporate previously known as the Financial
Services Authority and renamed on 1 April 2013 as the Financial Conduct Authority.

“the Tribunal” means the Upper Tribunal (Tax and Chancery Chamber).

FACTS AND MATTERS

7. The Application was received by the Authority on 11/09/2020.

8. Further information was requested from A38 Motor Company Ltd under section

55U(5) of the Act. Details of all relevant communications between the Authority
and A38 Motor Company Ltd are set out below.

9. Between 27 November 2020 and 26 May 2021, the Authority sent A38 Motor

Company Ltd five emails, two recorded delivery letters and made three telephone
calls in an attempt to obtain information from A38 Motor Company Ltd that was
reasonably considered by the Authority to be necessary to enable the Authority to
determine the Application. These requests there made over a 6 month period.

10. On 27 November 2020, the Authority sent an email to A38 Motor Company Ltd

requesting that the firm provide the following information in support of the
Application by 10 December 2020 (“the outstanding information”):

i.
Obtain an up to date Standard DBS check for the candidate Mr Charles
Breeden with confirmation of the date of completion and whether any
adverse information was returned.

ii. A copy of the Candidate’s current CV and Organisational Chart.
iii. Explanation regarding the Effective date being in the past as it was stated

as 11/02/2020 in the Form A however the application was submitted on
11/09/2020.

11. On 24 December 2020, the Authority sent an email to A38 Motor Company Ltd

requesting for the outstanding information by 05/01/2021.

12. On 5 January 2021, the Authority sent a further email to A38 Motor Company Ltd

requesting for the outstanding information by 20 January 2021.

13. On 20 January 2021, the Authority sent a further email to A38 Motor Company Ltd

requesting for the outstanding information or an update as to the progression of
the requested information.

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14. On 9 February 2021, the Authority attempted to call A38 Motor Company Ltd to

discuss the Application, the Candidate Mr Charles Breeden stated that he was busy
and requested to be called another time. However, they did not provide a best time
or day to call back. The Authority provided a telephone number and requested a
call back from A38 Motor Company Ltd. The Authority also highlighted the previous
communications via e-mail contain the contact numbers if required.

15. On 23 March 2021, the Authority again attempted to call A38 Motor Company Ltd

to discuss the Application however there was no answer. The Authority therefore
sent an e-mail requesting for the outstanding information or an update as to the
progression of the requested information. The Authorisation further wrote if
required then the matter of the application can be discussed.

16. On 25 May 2021, the Authority again attempted to call A38 Motor Company Ltd to

discuss the Application. However, there was no answer.

17. On 26 May 2021, the Authority sent a copy of the final letter to both A38 Motor

Company Ltd by recorded delivery. The letter and email informed A38 Motor
Company Ltd that failure to provide the information would result in the Application
being determined based upon the information received to date; and that this would
result in A38 Motor Company Ltd receiving a Warning Notice proposing to refuse
the Application. The letter provided A38 Motor Company Ltd with a period of 10
business days within which to provide the outstanding information. A38 Motor
Company Ltd failed to provide the outstanding information by the required
deadline, or to date.

IMPACT ON FITNESS AND PROPRIETY

18. A38 Motor Company Ltd have failed to respond to 5 separate requests for the

provision of information considered by the Authority to be necessary to allow the
Application to be determined. The final request gave A38 Motor Company Ltd 10
business days to respond and included a statement to the effect that A38 Motor
Company Ltd must contact the Authority, or the Authority would issue A38 Motor
Company Ltd a Warning Notice.

19. The Authority must therefore determine the Application based upon the information

received to date, in circumstances where its requests for information have not been
met. Having reviewed that information, the Authority is not satisfied that the
Candidate in respect of whom the application is made is a fit and proper person to
perform the function to which the Application relates.

20. Authorised firms (and those seeking authorisation) are expected to engage with

the Authority in an open and cooperative way. The failure to provide the requested
information raises concerns that the Candidate lacks the competence and capability
to carry out the senior management function to which the Application relates.

21. The failure to provide the information raises concerns as to whether the Candidate:

i. Can satisfy the FIT criteria in relation to FIT 2.2 Competence and Capability;

and

ii.
Will conduct the senior management function to which the Application
relates to with due skill and care and in compliance with proper standards
as required by FIT.

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REPRESENTATIONS

22. Annex A contains a summary of the of the key representations made by A38 Motor

Company Ltd and how they have been dealt with. In making the decision which
gave rise to the obligation to give this Notice, the Authority has taken into account
all of the representations made by A38 Motor Company Ltd.

IMPORTANT NOTICES

23. This Final Notice is given under section 390 of the Act.

24. Sections 391(4), 391(6) and 391(7) of the Act apply to the publication of

information about the matter to which this Notice relates. Under those provisions,
the Authority must publish such information about the matter to which this Notice
relates as the Authority considers appropriate. The information may be published
in such manner as the Authority considers appropriate. However, the Authority may
not publish information if such publication would, in the opinion of the Authority,
be unfair to you or prejudicial to the interests of consumers or detrimental to the
stability of the UK financial system.

25. The Authority intends to publish such information about the matter to which this

Final Notice relates as it considers appropriate

Authority contacts

26. For more information concerning this matter generally, contact Ana Marulanda,

Team Leader, Approved Persons and Mutuals Department at the Authority (direct
line: 020 7066 4724 email: ana.marulanda@fca.org.uk).

Ana Marulanda
Executive Decision Maker

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ANNEX A – REGULATORY PROVISIONS RELEVANT TO THIS FINAL NOTICE

1. The Authority may grant an application for approval under section 60 of the Act

only if it is satisfied that the person in respect of whom the application is made is
a fit and proper person to perform the controlled function to which the application
relates (section 61(1) of the Act).

2. Section 62(2) of the Act requires the Authority, if it refuses the application, to issue

Relevant provisions of the Authority’s Handbook

3. The Fit and Proper test for Approved Persons (“FIT”) sets out the criteria that the

Authority will consider when assessing the fitness and propriety of a person to
perform a particular controlled function.

4. The most important considerations to which the Authority will have regard include

the person’s [honesty/integrity and reputation/competence and capability/financial
soundness (FIT 1.3.1G).

5. If a matter comes to the Authority’s attention which suggests that the person might

not be fit and proper, the Authority will take into account how relevant and
important that matter is (FIT 1.3.4G).

6. In determining a person’s honesty, integrity and reputation, the matters to which

the Authority will have regard include:

(1)
whether the person has been convicted of any criminal offence; particular
consideration will be given to offences of dishonesty, fraud, financial crime or
other offences under legislation relating to companies, building societies,
industrial and provident societies, credit unions, friendly societies, banking
and or other financial services, insolvency, consumer credit companies,
insurance, and consumer protection, money laundering, market manipulation
or insider dealing (FIT 2.1.3G (1));

(2)
whether the person has been the subject of any adverse finding or any
settlement in civil proceedings, particularly in connection with investment or
other financial business, misconduct, fraud or the formation or management
of a body corporate (FIT 2.1.3G (2));

(3)
whether the person has been the subject of, or interviewed in the course of,
any existing or previous investigation or disciplinary proceedings, by the
Authority, by other regulatory authorities (including a previous regulator),
clearing houses and exchanges, professional bodies, or government bodies or
agencies (FIT 2.1.3G (3));

(4)
whether the person is or has been the subject of any proceedings of a
disciplinary or criminal nature, or has been notified of any potential
proceedings or of any investigation which might lead to those proceedings
(FIT 2.1.3G (4));

(5)
whether the person has contravened any of the requirements and standards
of the regulatory system or the equivalent standards or requirements of other
regulatory authorities (including a previous regulator), clearing houses and

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exchanges, professional bodies, or government bodies or agencies (FIT
2.1.3G (5));

(6)
whether the person has been the subject of any justified complaint relating
to regulated activities (FIT 2.1.3G (6));

(7)
whether the person has been involved with a company, partnership or other
organisation that has been refused registration, authorisation, membership
or a licence to carry out a trade, business or profession, or has had that
registration, authorisation, membership or licence revoked, withdrawn or
terminated, or has been expelled by a regulatory or government body (FIT
2.1.3G (7));

(8)
whether, as a result of the removal of the relevant licence, registration or
other authority, the person has been refused the right to carry on a trade,
business or profession requiring a licence, registration or other authority (FIT
2.1.3G (8));

(9)
whether the person has been a director, partner, or concerned in the
management, of a business that has gone into insolvency, liquidation or
administration while the person has been connected with that organisation or
within one year of that connection (FIT 2.1.3G (9));

(10) whether the person, or any business with which the person has been involved,

has been investigated, disciplined, censured or suspended or criticised by a
regulatory or professional body, a court or Tribunal, whether publicly or
privately (FIT 2.1.3G (10));

(11) whether the person has been dismissed, or asked to resign and resigned,

from employment or from a position of trust, fiduciary appointment or similar
(FIT 2.1.3G (11));

(12) whether the person has ever been disqualified from acting as a director or

disqualified from acting in any managerial capacity (FIT 2.1.3G (12));

(13) whether, in the past, the person has been candid and truthful in all his

dealings with any regulatory body and whether the person demonstrates a
readiness and willingness to comply with the requirements and standards of
the regulatory system and with other legal, regulatory and professional
requirements and standards (FIT 2.1.3G (13)).

7. In determining a person’s competence and capability, the matters to which the

Authority will have regard include:

(1)
whether the person satisfies the relevant Authority training and competence
requirements in relation to the controlled function the person performs or is
intended to perform (FIT 2.2.1G (1));

(2)
whether the person has demonstrated by experience and training that the
person is suitable, or will be suitable if approved, to perform the controlled
function (FIT 2.2.1G (2));

(3)
whether the person has adequate time to perform the controlled function and
meet the responsibilities associated with that function (FIT 2.2.1G (3)).

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8. In determining a person’s financial soundness, the matters to which the Authority

will have regard include:

(1)
whether the person has been the subject of any judgment debt or award, in
the United Kingdom or elsewhere, that remains outstanding or was not
satisfied within a reasonable period (FIT 2.3.1G (1));

(2)
whether, in the United Kingdom or elsewhere, the person has made any
arrangements with his creditors, filed for bankruptcy, had a bankruptcy
petition served on him, been adjudged bankrupt, been the subject of a
bankruptcy restrictions order (including an interim bankruptcy restrictions
order),
offered
a
bankruptcy
restrictions
undertaking,
had
assets

sequestrated, or been involved in proceedings relating to any of these (FIT
2.3.1G (2)).

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