THIS DECISION NOTICE HAS BEEN REFERRED TO THE
UPPER TRIBUNAL IN ORDER TO DETERMINE THE
APPROPRIATE ACTION FOR THE FSA TO TAKE

DECISION NOTICE

TAKE NOTICE: The Financial Services Authority of 25 The North Colonnade,
Canary Wharf, London E14 5HS (“the FSA”) has decided to take the following
action

1.
ACTION

1.1. For the reasons set out below and pursuant to section 52(9) of the Financial
Services and Markets Act 2000 ("the Act"), the FSA has decided to refuse the
application received from Scott Briscoe Limited (“Scott Briscoe”) on 9 March
2011 and completed by the provision of further information on 13 May 2011
("the Application") under section 40 of the Act for Part IV permission to carry
on the regulated activities of:

• Advising on investments (except pension transfers and opt outs);

• Arranging (bringing about) deals in investments;

• Making arrangements with a view to transactions in investments;

• Advising on regulated mortgage contracts;

• Arranging regulated mortgage contracts;

• Making arrangements with a view to regulated mortgage contracts; and

• Agreeing to carry on a regulated activity.

2.
REASONS FOR THE ACTION

2.1. The FSA has concluded that it cannot ensure that Scott Briscoe satisfies and will
continue to satisfy the threshold conditions set out in Schedule 6 to the Act ("the
threshold conditions") in that:

(1)
Scott Briscoe’s resources will not, in the opinion of the FSA, be
adequate in relation to the regulated activities it seeks to carry on given
that the FSA has decided to refuse Scott Briscoe’s application for Mr
Sidney Cordle to be approved to perform key controlled functions.

(2)
Scott Briscoe has not satisfied the FSA that it is a fit and proper person
having regard to all the circumstances including its connection with Mr
Sidney Cordle, the nature of the regulated activity it seeks to carry on
and the need to ensure that its affairs are conducted soundly and
prudently.

3.
RELEVANT STAUTORY PROVISIONS AND GUIDANCE

3.1. The statutory and regulatory provisions relevant to this Decision Notice are set
out in Annex A.

4.
FACTS AND MATTERS RELIED ON

The investigation carried out by Network A

4.1. Scott Briscoe was incorporated on 24 September 1997. Since incorporation, Mr
Cordle has been the sole Director of Scott Briscoe. From 1 August 2003 to 26
July 2011, Scott Briscoe was an appointed representative of a network
(“Network A”).

4.2. Between August 2008 and January 2011, Network A conducted an investigation
following an allegation of misconduct against Mr Cordle in relation to the work
practices of one of Scott Briscoe’s introducers.

4.3. It was alleged that Mr Cordle knowingly permitted an introducer to provide
mortgage advice without having the necessary qualifications or authority to do
so.

4.4. Visits to Scott Briscoe’s premises were carried out by Network A on 2 June
2009, 19 October 2010 and 24 November 2010.

4.5. Network A undertook a review of the business list it maintained in relation to
Scott Briscoe, a sample of 10 client files and issued questionnaires to those
clients. It also reviewed entries from Scott Briscoe’s New Business Register.

4.6. On 16 November 2010, Network A informed Mr Cordle of the allegation and
Network A’s investigation.

4.7. Following the investigation, Network A concluded that the introducer had been
providing advice to customers with Mr Cordle’s knowledge and gave notice of
its intent to terminate its business relationship with Scott Briscoe on 28 January
2011.

4.8. On 22 February 2011, Mr Cordle wrote to the introducer concerned terminating
his arrangement with Scott Briscoe. This letter cited Network A’s concern that
the introducer was providing advice to customers and referred to an instance
where the signatures on the verification of identify documents provided by the
introducer were fraudulent.

4.9. An appeal by Mr Cordle followed whereby Network A carried out a series of
scripted telephone calls to clients on cases involving the introducer. The
findings resulted in Mr Cordle’s appeal being unsuccessful and a Notice of
Member Termination was issued to Scott Briscoe on 26 April 2011.

The Application and Mr Cordle’s non-disclosure

4.10. Question 5.09 of the Approved Person’s Form A requires applicants to make
disclosures if they have ever been the subject of an investigation into allegations
of misconduct or malpractice in connection with any business activity. The
guidance notes to the Form A explain that the question covers internal
investigation by an authorised firm in addition to investigations by a regulatory
body at any time. Mr Cordle answered ‘no’ to question 5.09.

4.11. Question 1.13 of the Disclosure of significant events appendix to the application
for Part IV permission, relevant for firms that have previously been trading, asks
if the applicant firm has ever been found guilty of carrying on any unauthorised
regulated activities or been investigated for the possible carrying on of
unauthorised regulated activities. Similarly question 1.14 asks if such
investigations have yet to be determined. Mr Cordle, on behalf of Scott Briscoe,
answered ‘no’ to both questions.

4.12. The Notice of Member Termination issued to Scott Briscoe was revealed to the
FSA through receipt of a regulatory reference. On 13 May 2011, the FSA
invited Mr Cordle to explain the circumstances of the termination, and the
reasons for not disclosing that information.

4.13. Mr Cordle’s response, also of 13 May 2011, stated that he had submitted a draft
application to his compliance consultant who had altered some of the
information that was originally included as part of the application. Mr Cordle
stated that he discussed the full details of the investigation, prior to any

application being submitted, with the compliance consultant whose view was
that Network A would take no action.

4.14. Mr Cordle did not accept that he was the subject of an investigation into
misconduct or malpractice, stating that “The allegation against me was one of
omission not commission (that I knew but took no action).”

4.15. However, Mr Cordle also stated that whilst the compliance consultant had sent
him a copy of the application to be checked and signed before submission, he
“didn’t pay as much attention as I should have to the detailed questions”.

4.16. In a subsequent email of 12 August 2011 Mr Cordle states that he:

“was preparing to run the London Marathon as well as working very hard on
my business and other issues. That is why I paid [a compliance consultant] to
do this application for me and believed they had completed it correctly and I did
not need to examine it before I signed it which I did not.”

4.17. By email of 22 August 2011, Mr Cordle stated that he thought both questions
(5.09 on the Long Form A and 1.13 of the Disclosure of significant events
appendix) referred to an FSA investigation. The Notes to the Form A state
“This question covers internal investigations by an authorised firm in addition
to investigations by a regulatory body at any time.”

4.18. On 26 August 2011, Mr Cordle provided a detailed outline of the dates of
meetings and correspondence with the compliance consultant but stated that, “At
no point did anyone tell me that the form was crucial. I was under the
impression that my record as a financial adviser was what would be under
scrutiny.”

4.19. Mr Cordle further stated that the absence of the disclosure should have been
queried by the compliance consultant when he submitted a draft application for
review.

4.20. Owing to the matters set out above, the FSA issued a Warning Notice to Mr
Cordle as it was not satisfied that he is a fit and proper person to perform
controlled functions CF1 (Director), CF10 (Compliance oversight), CF11
(Money Laundering Reporting Officer) and CF30 (Customer).

5.
REPRESENTATIONS, FINDINGS & CONCLUSIONS

Representations

5.1. Below is a summary of the key representations made by Mr Cordle and so far as
relevant, on behalf of Scott Briscoe, in this matter and how they have been dealt
with.

5.2. Mr Cordle asserts that his past financial services experience has not been
adequately taken into account by the FSA in its consideration of his fitness and
propriety.

5.3. Mr Cordle accepts that he failed to disclose (to the FSA) Network A’s
investigation into the allegation of misconduct or malpractice made against him.
However, Mr Cordle contends that he:

(a)
discussed the full details of Network A’s investigation, prior to the
Application being submitted, with his compliance consultant whose
view was that Network A would take no action;

(b)
sent a draft of the Application to his compliance consultant and
delegated responsibility to his compliance consultant to complete and
submit the Application on his behalf;

(c)
signed the completed the Application without paying it much attention,
on the basis that when he completed the draft of the Application he did
read the questions and it was entirely appropriate for him to rely on his
compliance consultant to complete the Application correctly; and

(d)
received verbal assurances that his compliance consultant accepted
responsibility for the Application.

5.4. Mr Cordle submits that the FSA should take the circumstances set out above
into account when considering whether he is a fit and proper person in light of
his non-disclosure in the Application.

5.5. Mr Cordle also submits that since 13 May 2011 (when his non-disclosure came
to light), he has corresponded directly with the FSA in relation to the
Application and conducted industry training in order to increase his knowledge
in matters with which he was not previously familiar.

5.6. Finally, during his oral representations meeting, Mr Cordle admitted that he lied
during Network A’s investigation. In particular, Mr Cordle admitted he knew
that the introducer of business to Scott Briscoe, was advising on mortgage and
life protection without authorisation but nevertheless he lied to Network A’s
investigator.

5.7. The FSA considers that it has had adequate regard to Mr Cordle’s past financial
services experience in its consideration of the Application but notes that Mr
Cordle’s non-disclosure of Network A’s investigation which led to the
termination of Scott Briscoe from the network is both highly relevant to and
indicative of, his readiness and willingness to comply with regulatory
requirements and therefore his fitness and propriety.

5.8. The FSA notes Mr Cordle’s explanation for his non-disclosure in the
Application. However, the FSA finds that the accurate completion of the
Application was Mr Cordle’s sole responsibility and cannot be delegated. The
FSA considers that despite the assistance sought from his compliance consultant
in relation to the Application, the onus was on Mr Cordle to ensure that the
Application was accurate and complete. In taking all the circumstances into
account, the FSA further considers that Mr Cordle’s non-disclosure is

particularly serious given nature of the matters which are the subject of the non
disclosure, namely the Network A investigation and the termination of Scott
Briscoe as an appointed representative of Network A.

The FSA finds that Mr Cordle’s failure to disclose Network A’s investigation
into his knowledge that the introducer was advising clients without being
authorised to do so is aggravated by the fact that Mr Cordle:

(a)
did in fact know that the introducer of business to Scott Briscoe, was
advising on mortgage and life protection without authorisation but
nevertheless he lied to Network A’s investigator; and

(b)
has been an appointed representative for a significant period of time
and therefore ought to have been aware of the standard of conduct
expected of him by the FSA.

5.9. In light of the matters set out above, the FSA cannot be satisfied that Mr Cordle
is a fit and proper person to perform the controlled functions to which the
application relates as he lacks honesty and integrity and the FSA has decided to
refuse Mr Cordle’s application.

5.10. The FSA’s decision to refuse Mr Cordle’s application means that Scott
Briscoe’s resources will not, in the opinion of the FSA, be adequate in relation
to the regulated activities it seeks to carry on, or suitable to carry on those
regulated activities soundly and prudently. Scott Briscoe has not made any
other applications for persons to perform controlled functions.

5.11. The FSA has concluded that Scott Briscoe cannot meet the requirement of
section 41(2) of the Act in that it will satisfy, and continue to satisfy, the
threshold conditions in relation to all of the regulated activities for which it
would have permission if the Application was granted because:

(a)
the FSA has found that Mr Cordle is not a fit and proper person in
terms of honesty and integrity and therefore Scott Briscoe’s connection
with him leads the FSA to conclude that Scott Briscoe is not suitable
and does not and will not satisfy Threshold Condition 5;

(b)
by reason of the Decision Notice given to Mr Cordle refusing the
application for controlled functions CF1 (Director), CF10 (Compliance
oversight), CF11 (Money Laundering Reporting Officer) and CF30
(Customer), Scott Briscoe will not have adequate human resources
therefore failing to satisfy Threshold Condition 4.

6.
PROCEDURAL MATTERS

Decision Maker

6.1. The decision which gave rise to the obligation to give this Decision Notice was
made by the Regulatory Decisions Committee ("RDC").

6.2. This Decision Notice is given to Scott Briscoe under section 52(9) of the Act
and in accordance with section 388 of the Act. The following statutory rights
are important.

The Upper Tribunal

6.3. Scott Briscoe has the right to refer the matter to which this Decision Notice
relates to the Upper Tribunal. The Tax and Chancery Chamber is the part of the
Upper Tribunal, which, among other things, hears references arising from
decisions of the FSA. Under paragraph 2(2) of Schedule 3 of the Tribunal
Procedure (Upper Tribunal) Rules 2008, Scott Briscoe has 28 days from the
date on which this Decision Notice is given to refer the matter to the Upper
Tribunal.

6.4. A reference to the Upper Tribunal is made by way of a reference notice (Form
FTC3) signed by Scott Briscoe (or on Scott Briscoe’s behalf) and filed with a
copy of this Decision Notice. The Upper Tribunal’s contact details are The
Upper Tribunal, Tax and Chancery Chamber, 45 Bedford Square, London
WC1B
3DN
(tel:
020
7612
9700;
email:
financeandtaxappeals@tribunals.gsi.gov.uk).

6.5. Further details are contained in “Making a Reference to the UPPER
TRIBUNAL (Tax and Chancery Chamber)” which is available from the Upper
Tribunal website:

6.6. A copy of Form FTC3 must also be sent to Francesca Harte at the FSA, 25 The
North Colonnade, Canary Wharf, London E14 5HS at the same time as filing a
reference with the Upper Tribunal.

Access to evidence

6.7. Section 394 of the Act (access to FSA material) does not apply to this Decision
Notice.

Confidentiality and publicity

6.8. Scott Briscoe should note that this Decision Notice may contain confidential
information and should not be disclosed to a third party (except for the purpose
of obtaining advice on its contents). Section 391 of the Act provides that
neither the FSA, nor a person to whom a Decision Notice is given or copied
may publish the notice or any details concerning it unless the FSA has published
the notice or those details. The FSA must publish such information about the
matter to which matter to which a Decision Notice or Final Notice relates as it
considers appropriate. Scott Briscoe should be aware, therefore, that the facts
and matters contained in this notice may be made public.

FSA contacts

6.9. For more information concerning this matter generally, you should contact
Francesca Harte, Manager, Permissions at the FSA (direct line 020 7066 1482 /
email:francesca.harte@fsa.gov.uk).

Tim Herrington
Chairman of the Regulatory Decisions Committee

ANNEX A

1.1. Section 41(2) of the Act requires the FSA, in giving a Part IV permission, to
ensure that the person concerned will satisfy, and continue to satisfy, the
threshold conditions in relation to all of the regulated activities for which he
will have permission.

1.2. In exercising its powers in relation to the granting of a Part IV permission, the
FSA must have regard to guidance published in the FSA Handbook, including
the part titled Threshold Conditions ("COND"). The main considerations in
relation to the action specified are set out below.

1.1
Threshold condition 4: Adequate Resources

1.3. COND 1.3.2G states that in relation to threshold conditions 4 and 5, the FSA
will consider whether a firm is ready, willing and organised to comply on a
continuing basis with the requirements and standards under the regulatory
system which will apply to the firm if it is granted Part IV permission.

1.4. COND 2.4.2G states that threshold condition 4 requires the FSA to ensure that a
firm has adequate resources in relation to the specific regulated activity which it
seeks to carry on. In this context, the FSA will interpret the term “adequate” as
meaning sufficient in terms of quantity, quality and availability, and “resources”
as including all financial resources, non financial resources and means of
managing its resources.

Threshold condition 5: Suitability

1.5. COND 2.5.2G(1) states that threshold condition 5 requires the firm to satisfy the
FSA that it is “fit and proper” to have Part IV permission having regard to all
the circumstances, including its connections with other persons, the range and
nature of its proposed regulated activities and the overall need to be satisfied
that its affairs are and will be conducted soundly and prudently.

1.6. COND 2.5.3G(1) states that the emphasis of this threshold condition is on the
suitability of the firm itself. The suitability of each person who performs a
controlled function will be assessed by the FSA under the approved persons
regime. In certain circumstances, however, the FSA may consider that the firm
is not suitable because of doubts over the individual or collective suitability of
persons connected with the firm.

1.7. COND 2.5.4G allows the FSA to have regard to all relevant matters, including
whether the firm will conduct its business with integrity and in compliance with
proper standards, will have a competent and prudent management and can
demonstrate that it will conduct its affairs with the exercise of due skill, care
and diligence.

1.8. COND 2.5.6G allows the FSA, in determining whether a firm will satisfy, and
continue to satisfy, threshold condition 5 in respect of conducting its business

with integrity and in compliance with proper standards, to have regard to
relevant matters including whether:

1.2 (5) the firm, or a person connected with the firm, has been refused registration,
authorisation, membership or 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; whether the FSA considers such a refusal relevant will depend on the
circumstances.

1.9. COND 2.5.7G allows the FSA, in determining whether a firm will satisfy, and
continue to satisfy, threshold condition 5 in respect of having competent and
prudent management and exercising due skill, care and diligence, to have regard
to relevant matters including whether:

(4) those persons who perform controlled functions under certain arrangements
entered into by the firm or its contractors (including appointed representatives
or, where applicable, tied agents) act with due skill, care and diligence in
carrying out their controlled function.