Final Notice

On , the Financial Conduct Authority issued a Final Notice to Jon Frensham, Jonathan James Hunt

Jon Frensham (formerly known as Jonathan James Hunt)


For the reasons given in this Final Notice, the Authority has decided to make an

order, pursuant to section 56 of the Act to:

a) withdraw, pursuant to section 63 of the Act, the current approval given to Mr

Frensham under section 59 of the Act to perform the SMF3 (Executive Director),

SMF16 (Compliance Oversight) and SMF17 (Money Laundering Reporting Officer)

senior management functions; and

b) prohibit Mr Frensham from performing any function in relation to any regulated

activity carried on by any authorised person, exempt person or exempt

professional firm.

By a Decision Notice dated 1 October 2020, the Authority notified Mr Frensham of its

decision to take the action specified above.

Mr Frensham referred the Decision Notice to the Tribunal on 26 October 2020.

On 31 August 2021, the Tribunal issue its direction dismissing Mr Frensham’s

reference. The Tribunal’s decision can be found here:

Accordingly, the Authority hereby withdraws the approvals currently given to Mr

Frensham and also makes a prohibition order in respect of Mr Frensham. The

withdrawal of approvals and prohibition order take effect from the date of this Final



As set out in more detail in the facts and matters described below, Mr Frensham was

convicted of attempting to meet a child following sexual grooming. He committed this

offence whilst he was an approved person.

Given the nature and circumstances of his offending, the Authority considers that Mr

Frensham is not a fit and proper person to perform any function in relation to any

regulated activity carried on by any authorised or exempt persons or exempt

professional persons. This is because he lacks the necessary integrity and reputation.

In reaching this decision, the Authority has had regard to all relevant matters,

including: the seriousness of the offence and the surrounding circumstances; the

relevance of the offence to Mr Frensham's role; his explanation and the passage of

time; any evidence of rehabilitation; and the severity of the risk posed by Mr

Frensham to consumers and to confidence in financial system. Therefore, it is

appropriate, in order to advance the Authority’s statutory objectives (which include

protecting consumers and the integrity of the UK financial system), to withdraw his

approval to perform senior management functions and to impose a prohibition order

on him, as detailed above.


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

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

“the Authority” means the Financial Conduct Authority;

“the Decision Notice” means the decision notice given to Mr Frensham dated 1
October 2020;

“EG” means the Enforcement Guide;

“Firm A” means the authorised firm at which Mr Frensham is currently the director
and is currently approved to perform senior management functions;

“FIT” means the Fit and Proper Test for Employees and Senior Personnel;

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

“Mr Frensham” means Jon Frensham (formerly known as Jonathan James Hunt);

“the RDC” means the Regulatory Decisions Committee of the Authority (see further
under Procedural Matters below);

“SMF3” means the “Executive Director” senior management function at an authorised

“SMF16” means the “Compliance Oversight” senior management function at an
authorised firm;

“SMF17” means the “Money Laundering Reporting Officer (‘MLRO’)” senior
management function at an authorised firm;

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


The statutory and regulatory provisions relevant to this Final Notice are set out in

the Annex.


Firm A is an authorised financial advice firm, with a Part 4A permission to advise on

pensions, mortgages and investments. Mr Frensham is the sole director of Firm A

and is approved to perform the following senior management functions: SMF3;

SMF16; and SMF17. He also has Responsibility for Insurance Distribution and

Responsibility for MCD Intermediation. Mr Frensham is a financial adviser.

In September 2016, Mr Frensham communicated online on a number of occasions

with someone whom he believed to be a 15-year-old girl. Mr Frensham’s messages

were sometimes sexual in nature. He offered to buy gifts for the person with whom

he was communicating and encouraged her to lie to her mother. Mr Frensham

arranged to meet her and, on 14 September 2016, travelled to meet her with the

intention of engaging in sexual activity. She was, in fact, an adult woman posing as

a child. The police were called and Mr Frensham was arrested.

On 10 March 2017, Mr Frensham was convicted by a jury of attempting to meet a

child following sexual grooming, contrary to section 1(1) of the Criminal Attempts

Act 1981.

On 27 March 2017, Mr Frensham was sentenced to 22 months’ imprisonment,

suspended for 18 months. As part of his suspended sentence, he was required to

take part in a rehabilitation requirement to address his sexual offending and

attitudes. The sentencing judge commented that Mr Frensham “showed no

remorse about your decision to meet a 15-year-old girl. The damage even

of a non-sexual meeting could well have been incalculable”. He was made

subject to an indefinite Sexual Harm Prevention Order and also a requirement to sign

the sex offenders’ register.


Annex B contains a brief summary of the key representations made by Mr Frensham

and how they have been dealt with. In making the decision which gave rise to the

obligation to give this Final Notice, the Authority has taken into account all of the

representations made by Mr Frensham, whether or not set out in Annex B.



16. This Final Notice is given to Mr Frensham in accordance with section 390(2)(a) of the


Decision Maker

17. The decision which gave rise to the obligation to give this Final Notice was made by

the RDC. The RDC is a committee of the Authority which takes certain decisions on

behalf of the Authority. The members of the RDC are separate to the Authority staff

involved in conducting investigations and recommending action against firms and

individuals. Further information about the RDC can be found on the Authority’s

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

about the matter to which this Final Notice relates. Under those provisions, the

Authority must publish such information about the matter to 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 publication would in the opinion of the Authority, be unfair

to Mr Frensham or prejudicial to the interests of the consumers or detrimental to the

stability of the UK financial system.

19. For more information concerning this matter generally, Mr Frensham should contact

Tania Dratcu at the Enforcement and Market Oversight Division of the Authority

(direct line: 020 7066 6764).

Anna Couzens
Manager, Threshold Conditions Team
Enforcement and Market Oversight Division
Financial Conduct Authority



Section 1B of the Act provides that in discharging its general functions, the
Authority must, so far as is reasonably possible, act in a way which is compatible
with its strategic objective and advances one or more of its operational objectives.

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).

Section 56(1) of the Act provides:

(1) “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:

an authorised person,

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

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

(3) “A prohibition order may relate to – (a) a specified regulated activity,
any regulated activity falling within a specified description or all regulated

Section 63 (1) of the Act provides:

“The [Authority] may withdraw an approval under section 59, given by the
[Authority] or the PRA in relation to the performance by a person of a
function if the [Authority] considers that the person is not a fit and proper
person to perform the function”.


In exercising its powers to make a prohibition order and to withdraw an approved
person’s approval, 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 actions specified above are set out below.

The Enforcement Guide

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

EG 9.1 explains the purpose of prohibition orders in relation to the Authority’s
regulatory objectives. It also explains that the effective use of the power to
withdraw approval will help ensure high standards of regulatory conduct.

EG 9.2 sets out the Authority’s general policy on making prohibition orders and
withdrawing approval. In particular—

a) EG 9.2.1 states that the Authority will consider all relevant circumstances, including
whether enforcement action should be taken or has been taken already against the
individual by the Authority or other enforcement agencies;

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 the range of regulated
activities to which the individual’s lack of fitness and propriety is relevant; and

c) EG 9.2.3 states that the scope of a prohibition order will depend on the range of
functions which the individual concerned performs in relation to regulated activities,
the reasons why he is not fit and proper and the severity of risk which he poses to
consumers or the market generally.

EG 9.3.2 states that, when the Authority decides to make a prohibition order
against an approved person and/or withdraw their approval, the Authority will
consider all the relevant circumstances of the case. These may include, but are not
limited to:

a) 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);

b) the relevance and materiality of any matters indicating unfitness;

c) the length of time since the occurrence of any matters indicating unfitness;

d) the particular controlled function the approved person is (or was) performing,
the nature and activities of the firm concerned and the markets in which he
operates; and

e) the severity of the risk which the individual poses to consumers and to
confidence in the financial system

EG 9.3.4 states that owing to the “diverse nature of activities and functions
which the [Authority] regulates, it is not possible to produce a definitive list
of matters which the [Authority] might take into account when considering
whether an individual is not a fit and proper person to perform a particular,
or any, function in relation to a particular, or any, firm”.

Fit and Proper Test for Employees and Senior Personnel

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

FIT 1.3.1BG states that the most important considerations when assessing the
fitness and propriety of a person will be the person’s: (1) honesty, integrity and
reputation; (2) competence and capability; and (3) financial soundness. A person
only has to be deemed lacking in one of the three areas in order to be deemed not
fit and proper.

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. The FCA will consider the circumstances only where
relevant to the requirements and standards of the regulatory system. It states
(referring specifically to an application for approval, though still applicable in the
present context) 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 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.”

FIT 2.1.2G states “…the Authority will look at whether the person's
reputation might have an adverse impact upon the firm for which the
controlled function is or is to be performed and at the person's

FIT 2.1.3G(1) states “whether the person has been convicted of any criminal
offence (our emphasis)….particular consideration will be given to offences
of dishonesty, fraud, financial crime or an offence under legislation
relating to companies, building societies, industrial and provident
societies, credit unions, friendly societies, banking, other financial
services, insolvency, consumer credit companies, insurance, consumer
protection, money laundering, market manipulation and insider dealing,
whether or not in the United Kingdom.”

FIT 2.1.3G(4) states “…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(13) states “…whether, in the past, the person has been candid
and truthful in all their 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.”



Mr Frensham’s representations (in italics), and the Authority’s conclusions in

respect of them, are set out below.

The FIT test - integrity

The Authority has wrongly applied the FIT test to the facts of Mr

Frensham’s case. If the Authority properly applied the guidance in FIT

2.1.1G and 2.1.3G and had regard to all relevant matters when considering

Mr Frensham’s integrity and reputation, it should conclude that he should

not be made subject to a prohibition order.

Mr Frensham accepts that the offence for which he was convicted was

serious. He regrets and is ashamed of his actions. He has shown real

remorse and the Authority can be assured that his conduct will not be


However, the fact that Mr Frensham carried out acts which lacked integrity

over a short period of time in 2016 does not mean that in 2020 he is a

person who lacks integrity. The circumstances of the offence should be

taken into account. Mr Frensham was under serious strain in his personal

life and he was under arrest for a separate crime which he knew he had

not committed and for which he was never charged. Further, each person

must be considered in the round, having regard to the totality of the

evidence. A conviction is a snapshot of a person’s integrity and should not

be relied on as the sole determining factor in understanding their whole

character. Mr Frensham has provided evidence going to his overall

integrity, by way of character references and testimonials from clients and

a family member who had full knowledge of his conviction.

Mr Frensham’s conviction has no bearing upon, and is irrelevant to, his

competence as a financial adviser. Mr Frensham has hitherto enjoyed a

successful career as a financial adviser spanning 30 years, during which

time he has not been subject to any complaints regarding the quality of his

advice or personal conduct. Mr Frensham has always acted with integrity

in his professional life and there is no real risk of his integrity being called

into question in any way which is relevant to his professional work. His

criminal offence did not involve financial dishonesty and is not amongst

those listed at FIT 2.1.3G(1) as offences to which the Authority will give

particular consideration in considering a person’s fitness and propriety.

The Authority does not accept that it has wrongly applied the guidance in FIT. It

has given careful thought to the relevant factors in FIT, as well as those in EG, and

their application to Mr Frensham’s particular circumstances, in reaching the

conclusion that Mr Frensham lacks fitness and propriety due to a lack of integrity

and reputation, poses a risk to consumers and to confidence in the financial system,

and so should be prohibited.

The relevant factors considered by the Authority include those mentioned in FIT

2.1.1G: the seriousness of, and 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. These factors need to be considered on a caseby-

case basis and do not need to be given equal weight. The Authority considers that

it is appropriate to give most weight to the seriousness of Mr Frensham’s offence,

which involved exploitation, an abuse of a position of trust and a deliberate and

criminal disregard for appropriate standards of behaviour.

The Authority notes Mr Frensham’s stated remorse and regret for his actions, but

also considers it to be relevant that the sentencing judge commented that he

showed no remorse about his decision to meet a 15-year-old girl. In addition, the

Authority considers that Mr Frensham’s explanation regarding the circumstances of

the offence does not mitigate the seriousness of his conduct or give the Authority

confidence that he poses little or no risk to consumers.

In fact, the Authority considers that Mr Frensham’s offence is aggravated by the

surrounding circumstances. At the time of his offending, Mr Frensham was the sole

approved person of an authorised firm; he provided financial advice to potentially

vulnerable customers and would have been aware that the requirements of

honesty, integrity and reputation were fundamental to his fitness and propriety. He

also committed his offence knowing this was in breach of bail conditions that he

was made subject to as part of an investigation into a separate matter.

The Authority agrees that each person’s integrity should be assessed in the round

and, as is explained in paragraphs 25 and 27 below, has had regard to the

testimonials provided by Mr Frensham. However, the Authority considers that the

serious nature of the offence and its surrounding circumstances must be given

much greater weight and that in all the circumstances the only reasonable

conclusion it can reach is that Mr Frensham lacks integrity.

The Authority does not agree that Mr Frensham’s conviction is irrelevant to his role

as a financial adviser. As a financial adviser, Mr Frensham is in a position of trust

as regards his customers, who rely on his advice when making significant financial

decisions and need to be able to trust that he will act appropriately. In addition, in

order to maintain public confidence in the financial services industry, the Authority

and the public are entitled to expect that approved persons and financial advisers

are individuals with integrity and of good reputation. Even though Mr Frensham’s

offence was not committed at work and did not involve financial dishonesty, it

involved him deviating from legal and ethical standards and seeking to exploit those

more vulnerable than himself, which in the Authority’s view is fundamentally

incompatible with his role as a financial adviser.

The FIT Test - reputation

Much of the Authority’s concerns about risk to consumers, damage to the

reputation of Firm A, and damage to the public’s trust in financial services,

is speculative. Mr Frensham changed his and his firm’s name partly due to

his conviction but also because it was the right time in his personal life to

do so. Mr Frensham has been working post-conviction at Firm A for three

and a half years and there is no evidence of reputational damage to it or

the financial sector. However, a prohibition would harm Firm A and also

the financial services industry’s reputation due to the negative impact on

his clients.

Approximately 30 clients ceased to instruct Mr Frensham after his

conviction but he remains the trusted adviser to about 63 clients. He

accepts that he did not proactively inform his clients of his conviction, as

he did not view it as part of his professional discussions with his clients,

although he was frank about his offending when asked and offered to

introduce those who asked to an alternative adviser. When this occurred,

around five clients decided to seek advice elsewhere and around seven

decided to keep instructing him.

Mr Frensham’s alleged lack of reputation does not mean that he is

incapable of performing regulated functions. His circumstances cannot be

compared to the example of Paul Flowers, the ex-Chairman of the Co-

operative Bank, the only precedent case cited by the Authority’s

Enforcement case team. Mr Frensham has no public profile, no positions of

responsibility beyond his own firm and his reputation is so marginal that

it cannot possibly be said to have any impact on the reputation of the

financial services industry as a whole. In addition, Mr Frensham’s

misconduct was very different as it was a one-off instance of poor

judgment, rather than a pattern of serious misconduct committed over

three years. His position is therefore not remotely equivalent to that of Mr

Flowers, yet his case is the only comparison cited.

It is plain that Mr Frensham’s conviction has caused him to lack reputation and this

is demonstrated by the negative publicity after he was convicted. The fact that Mr

Frensham changed not only his own name but that of his firm following his

conviction shows he is aware of this and also that he poses a reputational risk to

Firm A. Part of the reason he took these steps must have been to distance himself

from the negative public reaction to his own behaviour and conviction which would

doubtless have had a detrimental impact upon his livelihood. The Authority does

not agree that more harm would be caused to the reputation of the financial

services industry by prohibiting him; instead, it considers there is a risk of erosion

of public confidence if individuals who have committed such misconduct and do not

have the requisite reputation are permitted to continue working in the financial

services industry.

The fact that about one third of Mr Frensham’s clients chose to leave his firm

following his conviction strongly suggests that, due to his reputation, many

consumers had and would have concerns with him acting as their financial adviser.

The fact that Mr Frensham did not proactively inform clients of his offending also

undermines his submissions regarding the reputational impact of his conviction.

Although Mr Frensham stated that he would confirm the fact of his conviction when

prompted by clients, this was reliant on clients conducting their own research, and

raising this with him. Mr Frensham’s conviction might not come to any new client’s

knowledge without being mentioned by him, especially as Mr Frensham changed

both his and his firm’s name after his conviction, so there is a risk that new clients

will not be in a position to make an informed decision about whether to instruct


The Authority accepts that Mr Frensham’s public profile is very different to that of

Mr Flowers. The Authority cited the case of Mr Flowers as a precedent to point out

that it has previously taken action against an individual in relation to non-financial

misconduct which affected the individual’s integrity and reputation. The fact that

the Authority has not previously taken action for similar misconduct to that

committed by Mr Frensham does not mean that it is inappropriate for it to do so


Any risk is managed by the criminal justice system’s measures

Mr Frensham has already been punished by the criminal justice system. As

part of his sentence, Mr Frensham is to remain on the sexual offences

register until March 2027 and subject to a Sexual Harm Prevention Order

(SHPO) indefinitely. The stringent terms of his SHPO restrict Mr

Frensham’s use of electrical devices unless he notifies the police and

allows them access for inspection. A breach of the SHPO carries a

maximum term of imprisonment of five years. The deterrent effect of the

criminal justice system’s safeguarding mechanisms should sufficiently

address any of the Authority’s concerns about risk to consumers.

The sentencing judge took into account Mr Frensham’s remorse, and the

steps he had taken to address his failings prior to and after his conviction,

and concluded that Mr Frensham could be rehabilitated. Mr Frensham has

since completed his court-ordered rehabilitation programmes. The

sentencing judge had the benefit of hearing all the evidence in Mr

Frensham’s case and did not impose an immediate custodial sentence upon

him. Mr Frensham’s suspended sentence indicates that he has a real

chance of rehabilitation and there has been no further wrongdoing since.

The Authority would be curtailing that path to rehabilitation, were it to

make a prohibition order.

The statutory objectives of the Authority require it to manage the risk posed by

those who lack the requisite honesty, integrity and reputation to hold controlled

functions or work in the regulated sector. That Mr Frensham remains subject to a

SHPO indefinitely and will remain on the sexual offenders register until 2027

indicates that the criminal justice system deems that he will remain a risk to others

for some considerable time in the future. Those restrictions exist because there is

an ongoing risk to be managed and in the Authority’s view are a significant barrier

to concluding that he has the requisite integrity and reputation for the purposes of


The Authority notes that the sentencing judge deemed Mr Frensham to have

crossed the custody threshold in sentencing him to a suspended term of

imprisonment. Mr Frensham’s conviction does not become spent whilst the SHPO

remains in force. The Authority considers that the judge’s sentencing remarks do

not provide evidence of the likelihood of subsequent rehabilitation that is sufficient

to allow the Authority to conclude that Mr Frensham has the necessary integrity

and reputation to hold controlled functions or work in the regulated sector. The

existence of the notification requirements and the SHPO and the fact that his

conviction does not become spent whilst the SHPO remains in force, clearly indicate

that the criminal justice system considers that the end of his suspended sentence

period does not mean that rehabilitation has been achieved and that Mr Frensham

no longer presents a risk to society.

Impact on clients, family members, Mr Frensham and the public purse

The positive testimonials from his clients show that Mr Frensham is relied

on by many people in relation to their financial affairs and that clients are

willing to retain him as their financial adviser notwithstanding his

conviction. A prohibition order would be detrimental to his clients, who

would be denied Mr Frensham’s services and would have to switch to

another financial adviser. These testimonials are demonstrative of the real

public interest – they show what real consumers think about the conviction

as regards his integrity and reputation. The public are in favour of

maintaining Mr Frensham’s employment in the financial services industry;

any suggestion otherwise would be speculative.

Mr Frensham’s personal circumstances were difficult in the run-up to, and

as a result of, his offending. Despite this, a family member has also spoken

positively about Mr Frensham’s integrity in a character reference. That

person would be deprived of financial support from Mr Frensham were any

prohibition order to be made against him. Prohibition would also have a

devastating impact on Mr Frensham’s financial position.

The public purse would also be deprived of the tax generated from Mr

Frensham’s income. The public purse would also have to bear the

responsibility of supporting Mr Frensham, if Mr Frensham were prohibited

and unable to find employment.

The Authority has had regard to the witness statements provided by three of Mr

Frensham’s clients but considers it is not appropriate to place too much weight on

this limited evidence in reaching conclusions regarding the wider public interest

which is not confined to Mr Frensham’s clients. The Authority also considers that

Mr Frensham’s reliance on these testimonials is undermined by the fact that about

one third of his clients sought another adviser after learning of his conviction.

Notwithstanding that there has already been negative publicity following Mr

Frensham’s conviction which referred to the fact that he was a financial adviser,

the Authority considers there is a risk that public confidence would be undermined,

if a prohibition order were not made against a financial adviser and approved person

in the circumstances of this case.

The Authority recognises that Mr Frensham’s clients may have to seek an

alternative financial adviser, were a prohibition order to be made. The Authority

considers this to be a natural consequence of such an order, and would expect Mr

Frensham to have contingency plans in place for his clients, in the event that he

ceases to be an approved person and/or is prohibited from involvement in financial

services. The Authority considers that any inconvenience to clients is outweighed

by the risk to consumers and to public confidence in the financial system of the

Authority not taking action against Mr Frensham.

The Authority has taken into account the family member’s witness statement, but

considers it carries limited weight, given the family member’s personal and financial

connection to him. The Authority recognises that a prohibition order will also have

a financial impact on Mr Frensham and the family member, and has not taken the

decision to prohibit him lightly, but considers it is appropriate to take this action

given its conclusion that he lacks fitness and propriety and poses a risk to

consumers and to public confidence in the financial system.

The Authority considers Mr Frensham’s submissions regarding the effect on the

public purse to be speculative and in any case to carry no weight in the assessment

that it has to make as to whether it is appropriate to make a prohibition order

against him.

Lapse of time since Mr Frensham’s conviction

Mr Frensham kept the Authority informed about the criminal proceedings

prior to his conviction, and fully updated the Authority in April 2017 about

his conviction, but the Authority did not take any steps against Mr

Frensham or even contact him again with regard to this matter until

January 2019. The lack of urgency on the part of the Authority in taking

action undermines the need for a prohibition order.

Over three and a half years have elapsed since the events underlying the

conviction, during which time no criticism has been made of Mr Frensham.

The Authority should not ignore this evidence of good conduct on the part

of Mr Frensham. In addition, other than this matter, as far as he is aware

he has never been the subject of a complaint, investigation or disciplinary

procedure by the Authority, Chartered Insurance Institute (CII) or

Financial Services Ombudsman, or any other professional body.

Had Mr Frensham been informed earlier that the Authority intended to limit

or prohibit his practice, he would not have dedicated considerable effort

and expense in updating his processes to comply with MiFID II.

The Authority acknowledges that it could have taken action to prohibit Mr Frensham

sooner, but considers that this is not relevant to the question of whether he is fit

and proper and poses a risk to consumers and to confidence in the financial system.

Although Mr Frensham has stated that he kept the Authority updated about the

conviction, the Authority considers that Mr Frensham has not been open and

transparent with it on a number of occasions, as he is required to be by the

Authority’s regulatory requirements. Mr Frensham did not inform the Authority of

either his earlier arrest in respect of a separate matter which led to the bail

conditions being imposed or of his arrest in respect of the offence which led to his

conviction. He also did not tell the Authority that, whilst on remand pending trial

for five weeks, he was not in a position to discharge his controlled functions or

ensure compliance by his firm with its regulatory obligations and so had arranged

for locum cover. Further, the Authority is aware that the CII refused to renew his

Statement of Professional Standing and then recently decided to expel him from its

membership. Mr Frensham did not inform the Authority of either of these matters,

and his submissions give the impression that no disciplinary action had been taken

by the CII against him. These matters undermine Mr Frensham’s submission that

he is a person of integrity.

The Authority acknowledges that no criticism has been made of Mr Frensham’s

behaviour since his conviction, but does not consider that this demonstrates that

Mr Frensham has been fully rehabilitated, such that he no longer presents a risk to

consumers or to confidence in the financial system, especially given the seriousness

of his offending. The Authority also considers that the passage of time since the

conviction is not sufficient to assuage its concerns relating to Mr Frensham’s

offending and surrounding circumstances.

The Authority acknowledges the efforts Mr Frensham has made to comply with

MiFID II, on his assumption that the Authority was not going to take any action,

but considers that in the absence of any such confirmation from the Authority, this

was an erroneous interpretation of the Authority’s correspondence.

A prohibition order should not be made

Other regulators do not automatically strike off individuals who fall under

their regulatory remit for serious convictions. A prohibition order should

not be made against Mr Frensham at all, or should only be made for a

limited time, and his approval to perform controlled functions should not

be withdrawn.

The Authority considers the approach of other regulators to be of limited relevance,

as each regulator is required to take action in accordance with its own statutory

objectives, policies and procedures, but nevertheless notes that its action is

consistent with that taken by other regulators for similar offences. The Authority

has decided that in all the circumstances it is appropriate to make a full prohibition

order and withdraw Mr Frensham’s current approvals. To do otherwise would

undermine the integrity of the financial services industry and public confidence in

the financial system. The Authority does not have the power to issue a time-limited

prohibition order. It does not consider it appropriate in the circumstances to issue

a prohibition order with an indication that it be revoked after a period of time. To

give such an indication would not adequately address the risks posed by Mr

Frensham’s lack of integrity and reputation. It is open to Mr Frensham to apply to

the Authority to revoke the prohibition order in the future, if he considers that he

is able to satisfy the Authority of his fitness and propriety at that stage.


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