Decision

Advice Letter: Nicky Morgan, Non-Executive Director, Santander UK plc

Updated 15 November 2021

You sought the Committee’s advice about taking up a role with Santander UK plc as a Non-Executive Director.

1. The Committee’s remit

It is the Committee’s role to advise on any conditions that should apply to appointments or employment under the Government’s Business Appointments Rules for Former Ministers (the Rules), which apply to former Ministers for two years after they leave office.

The Rules seek to counter suspicion that:

• the decisions and statements of a serving Minister might be influenced by the hope or expectation of future employment with a particular firm or organisation; or

• an employer could make improper use of official information to which a former Minister has had access; or

• there may be cause for concern about the appointment in some other particular respect.

When the Committee considers applications it must have in mind that Government has judged that it is in the public interest that former Ministers with experience in Government should be able to move into business or into other areas of public life, and to be able to start a new career or resume a former one. It is equally important that when a former Minister takes up a particular appointment or employment, there should be no cause for any suspicion of impropriety.

It is not the Committee’s role to pass judgement on whether an appointment is appropriate or suitable in any other regard.

2. Appointment details

You sought the Committee’s advice on taking up a paid and part time position as a non-executive director at Santander UK plc (Santander).

You said Santander is a financial services and a retail bank. The website states Santander is part of the Banco Santander Group which is a Spanish multinational commercial bank and financial services company. Santander is a British bank, wholly owned by the Spanish Santander Group. Santander is ‘…one of the leading personal financial services companies in the United Kingdom, and one of the largest providers of mortgages and savings in the United Kingdom’.

You said you would be an independent non-executive director on the Santander Board as well as a member of various Board Committees - supporting the Executive team and overseeing the overall Santander UK strategy and finances. You do not expect your role to involve contact with the government.

You informed the Committee you had no official contact with Santander whilst Secretary of State at the Department for Digital, Culture, Media and Sports (DCMS) but did have some limited dealings with Santander when you chaired the House of Commons Treasury Select Committee between July 2017 and July 2019. You confirmed you hold no sensitive information related to Santander and no involvement in relevant policy decisions or development affecting Santander. You also stated there is no relationship between Santander and your former department, DCMS.

DCMS was consulted about this application. DCMS stated in October 2019 you spoke at a Spanish Chamber of Commerce breakfast event and there were three Santander representatives on the attendee list. However, it confirmed this was not a direct engagement with the proposed employer. DCMS also said it did not have a regular relationship with Santander as that is held by HMT, as with all banks. However, a DMCS arm’s length body, the Centre for Data Ethics and Innovation did meet with Santander in March 2021 and as above, its EU team led a breakfast event with Spanish Chamber of Commerce.

DCMS informed the Committee you were not involved in any regulatory decision directly affecting Santander but said any regulatory decisions that you did make may have ‘…tangentially affected the company, but no more than any other sectors indirectly affected’. It confirmed you made no policy or funding decisions affecting Santander and you did not have access to any privileged information that could provide an unfair advantage to Santander.

DCMS informed the Committee it had no concerns with you taking up this role and recommended the standard conditions be applied.

3. The Committee’s consideration

The Committee^{[footnote 1]} took into account you had limited dealing with Santander in office and were not involved in development policy or decisions that specific to Santander. It therefore assessed the risk that you may have been offered this role as a reward for actions taken in office as low.

The Committee noted there is no direct overlap with your responsibilities as Secretary of State at DCMS and your proposed role. However, as a former Secretary of State you may have general access to privileged information that could provide Santander, or any other company, with an unfair advantage. However, DCMS confirmed it has no concerns with you taking up this appointment and the Committee noted the amount of time that has already passed since you were in office (14 months). This helps reduce the risk you have access to relevant privileged information and as with all former ministers, you are subject to an ongoing duty of confidentiality. The Committee’s conditions preventing you from drawing on your privileged information will sufficiently mitigate the remaining risk in this case.

Additionally, there is an inherent risk it could be perceived that your network and influence might assist Santander unfairly. The Committee would draw your attention to the lobbying restriction and the restriction on providing advice on the terms of a bid or contract relating directly to the work of the UK Government imposed below. However, the Committee noted this was in keeping with your role as described.

Taking into account these factors, in accordance with the Government’s Business Appointment Rules, the Committee advises this appointment with Santander UK plc be subject to the following conditions. The Committee would also like to make it clear that the conditions in this case, below, would extend to Arm’s Length Bodies of government and therefore this has been added below:

• you should not draw on (disclose or use for the benefit of yourself or the persons or organisations to which this advice refers) any privileged information available to you from your time in ministerial office;

• for two years from your last day in ministerial office, you should not become personally involved in lobbying the UK government or any of its Arm’s Length Bodies on behalf of Santander UK plc (including parent companies, subsidiaries, partners and clients); nor should you make use, directly or indirectly, of your contacts in the government and/or ministerial contacts to influence policy, secure business/funding or otherwise unfairly advantage Santander UK plc (including parent companies, subsidiaries, partners and clients);

• for two years from your last day in office you should not advise Santander UK plc (including parent companies, subsidiaries, partners and clients) on the terms of, or with regard to the subject matter of, a bid or contract with, or relating directly to the work of the UK government or any of its arm’s length bodies.

The Committee also notes that in addition to the conditions imposed on this appointment, there are separate rules in place with regard to your role as a member of the House of Lords.

By ‘privileged information’ we mean official information to which a Minister or Crown servant has had access as a consequence of his or her office or employment and which has not been made publicly available. Applicants are also reminded that they may be subject to other duties of confidentiality, whether under the Official Secrets Act, the Civil Service Code or otherwise.

The Business Appointment Rules explain that the restriction on lobbying means that the former Crown servant/Minister “should not engage in communication with Government (Ministers, civil servants, including special advisers, and other relevant officials/public office holders) – wherever it takes place - with a view to influencing a Government decision, policy or contract award/grant in relation to their own interests or the interests of the organisation by which they are employed, or to whom they are contracted or with which they hold office.” This Rule is separate and not a replacement for the Rules in the House.

I should be grateful if you would inform us as soon as you take up this role, or if it is announced that you will do so, either by returning the enclosed form or by emailing the office at the above address. We shall otherwise not be able to deal with any enquiries, since we do not release information about appointments that have not been taken up or announced. This could lead to a false assumption being made about whether you had complied with the Rules and the Ministerial Code.

Please also inform us if you propose to extend or otherwise change the nature of your role as, depending on the circumstances, it may be necessary for you to make a fresh application.

Once the appointment has been publicly announced or taken up, we will publish this letter on the Committee’s website, and where appropriate, refer to it in the relevant annual report.

1. This application for advice was considered by Jonathan Baume; Andrew Cumpsty; Isabel Doverty; Sarah de Gay; Rt Hon Lord Pickles; Richard Thomas; Mike Weir; and Lord Larry Whitty. Dr Susan Liautaud was recused. ↩