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FINAL NOTICE

IRN:
MXD01254

ACTION

1.
For the reasons set out in this Final Notice, the Authority hereby takes the following
action against Mr Dodgson.

2.
The Authority gave Mr Dodgson the Decision Notice, which notified Mr Dodgson
that, for the reasons given below and pursuant to section 56 of the Act, the
Authority had decided to make an order prohibiting him from performing any
function in relation to any regulated activity carried on by any authorised person,
exempt person or exempt professional firm.

3.
Mr Dodgson has not referred the matter to the Tribunal within 28 days of the date
on which the Decision Notice was given to him.

4.
Accordingly, for the reasons set out below, the Authority hereby makes an order
pursuant to section 56 of the Act prohibiting Mr Dodgson from performing any
function in relation to any regulated activity carried on by any authorised person,
exempt person or exempt professional firm. The Prohibition Order takes effect from
15 November 2018.

DEFINITIONS

5.
The definitions below are used in this Final Notice (and in the Annex):

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

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“the Authority” means the Financial Conduct Authority;

“EG” means the Authority’s Enforcement Guide;

“the Decision Notice” means the Decision Notice issued to Mr Dodgson on 12
September 2018;

“Deutsche Bank” means Deutsche Bank AG;

“FIT” means the Fit and Proper Test for Approved Persons and specified significant-
harm functions sourcebook;

“the Handbook” means the Authority’s Handbook of rules and guidance;

“Lehman Brothers” means Lehman Brothers Europe Limited and/or Lehman
Brothers International (Europe);

“Morgan Stanley” beans Morgan Stanley & Co. International Plc and/or Morgan
Stanley & Co Ltd;

“Mr Dodgson” means Martyn Dodgson;

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

“the Warning Notice” means the Warning Notice issued to Mr Dodgson on 15 August
2018.

RELEVANT STATUTORY PROVISIONS

6.
The statutory and regulatory provisions relevant to this Final Notice are set out in
the Annex.

SUMMARY OF THE REASONS

7.
The Authority has concluded, on the basis of the facts and matters and conclusions
described in the Warning Notice, and in the Decision Notice, that Mr Dodgson is not
a fit and proper person to perform any function in relation to any regulated activity
carried on by any authorised person, exempt person or exempt professional firm,
as his conduct demonstrates a clear and serious lack of honesty, integrity and
reputation. Specifically, Mr Dodgson:

(a) was tried and convicted on indictment, on 9 May 2016, of conspiring by insider
dealing to acquire price affected securities on a regulated market, contrary to
section 1 of the Criminal Law Act 1977 and section 52(1) of the Criminal Justice
Act 1993;

(b) was sentenced on 12 May 2016 to 54 months’ imprisonment.

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FACTS AND MATTERS RELIED ON

8.
Between 1 December 2001 and 31 March 2010 Mr Dodgson held various customer
facing controlled functions, including at Morgan Stanley, Lehman Brothers and
Deutsche Bank.

9.
Mr Dodgson is not currently approved to perform any controlled functions in relation
to any firm authorised by the Authority, and he has not been approved to perform
any controlled functions since 31 March 2010.

10.
On 9 May 2016, Mr Dodgson was tried and convicted on indictment at Southwark
Crown Court of conspiring by insider dealing to acquire price affected securities on
a regulated market.

11.
On 12 May 2016, Mr Dodgson was sentenced at Southwark Crown Court to 54
months’ imprisonment for the offence summarised at paragraph 10 above.

12.
Further, the offence was committed between November 2006 and March 2010,
when Mr Dodgson was approved by the Authority to perform controlled functions,
as summarised in paragraph 8 above.

13.
In sentencing Mr Dodgson, Judge Pegden remarked that his offending was
“persistent,
prolonged and deliberate dishonest behaviour”. Judge Pegden
considered Mr Dodgson’s offence to be of high culpability because of the breach of
a very high degree of trust placed upon him, while employed in senior positions at
Morgan Stanley, Lehman Brothers and Deutsche Bank. Mr Dodgson was entrusted
by his employers with sensitive and valuable information. He betrayed that trust
by exploiting the information for his own benefit and conspired with another to
deceive the market. Mr Dodgson resorted to sophisticated methods of secrecy in
order to avoid detection.

DECISION MAKER

14.
The decision which gave rise to the obligation to give this Final Notice was made
by the Regulatory Decisions Committee.

IMPORTANT

15.
This Final Notice is given to Mr Dodgson in accordance with section 388 of the Act.

16.
The Authority must publish such information about which this Final 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 information would, in the opinion of the Authority, be
unfair to Mr Dodgson or prejudicial to the interests of consumers.

17.
The Authority intends to publish such information about the matter to which this
Final Notice relates as it considers appropriate.

18.
For more information concerning this matter generally, Mr Dodgson should contact
Tania Dratcu at the Authority (direct line: 0207 066 6764).

Anna Couzens
Enforcement and Market Oversight Division

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ANNEX

RELEVANT STATUTORY PROVISIONS

1.
The Authority’s operational objectives include securing an appropriate degree of
protection for consumers (section 1C of the Act) and protecting and enhancing the
integrity of the UK financial system (section 1D of the Act).

2.
Section 56(1) of the Act provides:

“The [Authority] may make a prohibition order if it appears to it that an individual
is not a fit and proper person to perform functions in relation to a regulated activity
carried on by –

(a) an authorised person,

(b) a person who is an exempt person in relation to that activity, or

(c) a person to whom, as a result of Part 20, the general prohibition does not
apply in relation to that activity.”

RELEVANT REGULATORY PROVISIONS

3.
In exercising its power to make a prohibition order, the Authority must have regard
to guidance published in the Handbook and in regulatory guides, such as EG. The
relevant main considerations in relation to the action specified above are set out
below.

The Enforcement Guide

4.
The Authority’s policy in relation to exercising its power to issue a prohibition order
is set out in EG.

5.
EG 9.1 explains the purpose of prohibition orders in relation to the Authority’s
statutory objectives.

6.
EG 9.2 sets out the Authority’s general policy on making prohibition orders. In
particular:

(a)
EG 9.2.1 states that the Authority will consider all relevant circumstances,
including whether enforcement action has been taken against the individual
by other enforcement agencies, in deciding whether to make a prohibition
order;

(b)
EG 9.2.2 states that the Authority has the power to make a range of
prohibition orders depending on the circumstances of each case; and

(c)
EG 9.2.3 states that the scope of a prohibition order will depend on, amongst
other things, the reasons why the individual is not fit and proper and the
severity of risk he poses to consumers or the market generally.

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7.
EG 9.5.1 states that where the Authority is considering whether to make a
prohibition order against someone who is not an approved person, the Authority
will consider the severity of the risk posed by the individual and may prohibit him
where it considers that it is appropriate to achieve one or more of the Authority’s
statutory objectives.

8.
EG 9.5.2 provides that, when considering whether to exercise its power to make a
prohibition order against someone who is not an approved person, the Authority
will consider all the relevant circumstances of the case. These may include, but are
not limited to, the factors set out in EG 9.3.2. Those factors include: whether the
individual is fit and proper to perform functions in relation to regulated activities
(noting the criteria set out in FIT 2.1, 2.2, and 2.3); the relevance and materiality
of any matters indicating unfitness; the length of time since the occurrence of any
matters indicating unfitness; and the severity of the risk which the individual poses
to consumers and to confidence in the financial system.

Fit and Proper Test for Approved Persons

9.
The Authority has issued guidance on the fitness and propriety of individuals in FIT.

10.
FIT 1.3.1BG(1) states that the most important considerations when assessing the
fitness and propriety of a person to perform a controlled function include that
person’s honesty, integrity and reputation.

11.
FIT 2.1.1G states that in determining a person’s honesty, integrity and reputation,
the Authority will have regard to all relevant matters including, but not limited to,
those set out in FIT 2.1.3G. It notes, amongst other things and by way of example,
that:

“… conviction for a criminal offence will not automatically mean an application will
be rejected. The [Authority] treats each candidate’s application on a case-by-case
basis, taking into account the seriousness of, and the circumstances surrounding,
the offence, the explanation offered by the convicted person, the relevance of the
offence to the proposed role, the passage of time since the offence was committed
and evidence of the individual’s rehabilitation.”

12.
FIT 2.1.3G(1) states that the matters referred to in FIT 2.1.1G include, but are not
limited to, whether a person has been convicted of any criminal offence, noting
that particular consideration will be given to certain offences including those of
dishonesty, fraud and financial crime (amongst other things).