Final Notice - Financial Conduct Authority

6.7 Nestor’s reliance on the experience and knowledge of its board members to meet therequirements of paragraphs 3-7 of the Model Code, rather than a robust process whichensured adherence to the Share Dealing Policy, is a breach of Listing Principle 2 as bydoing so it failed to take reasonable steps to maintain adequate procedures, systemsand controls to enable it to comply with its obligations under LR9.2.8R. Theinadequacy of the systems and controls within Nestor is evidenced by:(1) the breaches of the Model Code detailed above; and(2) the fact that the chairman did not directly seek the approval of the entire boardfor his transactions on 16 April 2009 and 11 March 2010, and that theappropriate approval was achieved implicitly rather than because he or the boardappreciated the need under the Model Code for entire board approval of hisdealings.7. SANCTIONPenalty7.1 The FSA considers it appropriate to impose a financial penalty on Nestor. As theperiod over which Nestor’s breaches occurred is largely prior to 6 March 2010, thefinancial penalty is considered under the policy in force before that date.7.2 The FSA’s policy on the imposition of financial penalties prior to 6 March 2010 wasset out in Chapter 6 of the Decision Procedures and Penalties Manual (“DEPP”),which forms part of the FSA Handbook. In reaching this view and in determining theappropriate level of penalty, the FSA has had regard to the provisions of DEPP set outin the Annex to this Notice.7.3 DEPP 6.1.2G sets out that the principal purpose of imposing a financial penalty is topromote high standards of regulatory and market conduct by deterring persons whohave committed breaches from committing further breaches, helping to deter otherpersons from committing similar breaches and demonstrating generally the benefits ofcompliant behaviour.7.4 DEPP 6.5 (as it applied during the relevant period) sets out some of the factors thatmay be taken into account when the FSA determines the level of a financial penaltythat is appropriate and proportionate to the misconduct. They are not exhaustive butinclude deterrence, the nature, seriousness and impact of the breach, the extent towhich the breach was deliberate or reckless, financial resources and othercircumstances, the disciplinary record and compliance history of the person, theirconduct following the breach, and the action that the FSA has taken in relation tosimilar misconduct by other persons.7.5 The FSA has had regard to the following factors:(1) the duration of the breach, from 18 October 2006 to 30 June 2010;(2) the failings in Nestor’s internal processes, including:10