FSA Board Members on the Beneficial Ownership register

Summary

The requester asked if FSA Chair Lillian Boyle or former Chair Geoff Karran were beneficial owners of RL360 Holding Company Limited. The FSA confirmed neither held reportable investments in the company, though the specific beneficial ownership data was withheld as absolutely exempt under the Beneficial Ownership Act 2017.

Key Facts

• Lillian Boyle (current FSA Chair) does not hold any investment in RL360 Holding Company Limited exceeding the reporting threshold.
• Geoff Karran (former FSA Chair) did not hold any investment in RL360 Holding Company Limited exceeding the reporting threshold at the date of his retirement.
• No closely connected parties of either Boyle or Karran hold such investments in the company.
• The FSA is prohibited from disclosing specific beneficial ownership data to the public under Section 26 and 27 of the Beneficial Ownership Act 2017.
• Small personal shareholdings below reporting thresholds are considered personal data and exempt under the Data Protection Act 2002.

Data Disclosed

• 522934
• 2018-07-09
• 2018-07-19
• 2018-07-18
• £13k
• 5%
• 2006 Company Act
• 2017
• 2015
• 2002

Exemptions Cited

• Beneficial Ownership Act 2017 Section 26
• Beneficial Ownership Act 2017 Section 27
• Freedom of Information Act 2015 Section 27
• Data Protection Act 2002
• Freedom of Information Act 2015 Section 25(b)(i)

Original Request

As the FSA oversee the Beneficial Ownership register, it creates a conflict of interest if their executives are themselves registered beneficial owners. Please state whether either Lillian Boyle (FSA Chairperson) or Geoff Karran (former FSA Chairperson) are listed as beneficial owners (shareholders) in the 2006 Company Act company named "RL360 Holding Company Limited".

Data Tables (1)

Full Response Text

Isle of Man Financial Services Authority PO Box 58, Finch Hill House, Bucks Road, Douglas, Isle of Man, IM99 1DT Tel: +44 (0)1624 646000 Website: www.iomfsa.im

Our ref: 522934 18 July 2018

Dear ###,

We write further to your request which was received on 9 July 2018 and which states:

"As the FSA oversee the Beneficial Ownership register, it creates a conflict of interest if their executives are themselves registered beneficial owners. Please state whether either Lillian Boyle (FSA Chairperson) or Geoff Karran (former FSA Chairperson) are listed as beneficial owners (shareholders) in the 2006 Company Act company named "RL360 Holding Company Limited"."

While our aim is to provide information whenever possible, in this instance the information is absolutely exempt from disclosure on the basis that any 'registrable beneficial ownership' data held by the Isle of Man Financial Services Authority (‘IoMFSA’) is absolutely exempt from disclosure because the Beneficial Ownership Act 2017 (‘BOA’) section 26 only permits access to the information on the Database by specified persons and for permitted purposes. Section 26 BOA does not provide that you are a person that may access the Database and therefore section 27 BOA prohibits the IoMFSA from disclosing information contained in the Database to you. As a result, section 27 of the Freedom of Information Act 2015 (‘FoIA’) provides that the information that you seek is absolutely exempt from disclosure. Additional information We provide the following additional information in case it may be helpful to you. Section 30 of, and Schedule 1 to, the BOA define the IoMFSA’s oversight powers, including inspections and investigations, requests for information, power to require information, search warrants, reporting of findings, offences and civil penalties. For more information on the BOA, please see this link https://www.iomfsa.im/beneficial- ownership/overview/. Your request refers generally to “executives” of the IoMFSA and then specifically names the current and former Chair of the FSA. Please note that the Chair and former Chair are members, rather than executives, of the IoMFSA. Nevertheless, the IoMFSA’s

Code of Conduct for Board Members (‘Code’)1 sets out clearly what investments and shareholdings must be disclosed and what information the IoMFSA includes in the publicly available register of members’ interests. Here is a link to the register of current members’ interests: https://www.iomfsa.im/about/our-structure/members-interests/.
The provision of the Code which relates most closely to your request is paragraph 31(c). This provides:- “Investments held in any Regulated entity or Designated Business or in an entity in the same group, where the value of the investment is in excess of £13k or where more than 5% of the issued share capital of the entity is held.” This paragraph requires disclosure of any such investment (which would include a shareholding) held by a member or a closely connected party (defined in the Code). Although RL360 Holding Company Limited (‘RL Holdco’) is not an entity that is regulated by the FSA, it is the shareholder of a regulated entity and therefore paragraph 31(c) of the Code would cover a relevant shareholding in RL Holdco. We confirm that Lillian Boyle (current Chair of the IoMFSA) does not hold any such investment in RL Holdco, nor does any closely connected party (as defined in the Code) of Lillian Boyle hold any such investment in RL Holdco. As your request acknowledges, Geoff Karran is the former Chair of the IoMFSA. As at the date of his retirement, we confirm that Geoff Karran did not hold any such investment in RL Holdco, nor did any closely connected party (as defined in the Code) of Geoff Karran hold any such investment in RL Holdco. Data about individuals’ small personal shareholdings (i.e. below reporting thresholds) is personal data under the Data Protection Act 2002 (‘DPA’). Therefore, even if such information were held, it would be absolutely exempt under section 25(b)(i) FoIA because disclosure of the information would contravene one of the data protection principles, namely that the Authority can only disclose information where it would be fair, lawful and meet one of the conditions in schedule 2 DPA and in this case, none of those conditions have been met. Links to the BOA, DPA and FoIA may be found at the foot of this page2. Please quote the reference number 522934 in any future communications.

1 https://www.iomfsa.im/media/2453/code-of-conduct-for-fsa-board-members.pdf 2 https://www.legislation.gov.im/cms/images/LEGISLATION/PRINCIPAL/2017/2017- 0003/BeneficialOwnershipAct2017_4.pdf https://www.legislation.gov.im/cms/images/LEGISLATION/PRINCIPAL/2002/2002- 0002/DataProtectionAct2002_8.pdf https://www.legislation.gov.im/cms/images/LEGISLATION/PRINCIPAL/2015/2015- 0008/FreedomofInformationAct2015_9.pdf

Your right to request a review

If you are unhappy with this response to your freedom of information request, you may ask us to carry out an internal review of the response, by completing a complaint form and submitting it electronically or by delivery/post.

An electronic version of our complaint form can be found by going to our website at https://services.gov.im/freedom-of-information/Review. If you would like a paper version of our complaint form to be sent to you by post, please contact me and I will be happy to arrange for this. Your review request should explain why you are dissatisfied with this response, and should be made as soon as practicable. We will respond as soon as the review has been concluded.

If you are not satisfied with the result of the review, you then have the right to appeal to the Information Commissioner for a decision on; 1. Whether we have responded to your request for information in accordance with Part 2 of the Freedom of Information Act 2015; or 2. Whether we are justified in refusing to give you the information requested.
In response to an application for review, the Information Commissioner may, at any time, attempt to resolve a matter by negotiation, conciliation, mediation or another form of alternative dispute resolution and will have regard to any outcome of this in making any subsequent decision. More detailed information on your right to a review can be found on the Information Commissioner’s website at www.inforights.im. Should you have any queries concerning this letter, please do not hesitate to contact me. Further information about freedom of information requests can be found at www.gov.im/foi.

I will now close your request as of this date.

Yours sincerely