The FCA issued its Final Notice to Crispin Odey on 30 September 2026. It follows the Upper Tribunal’s decision of 14 September, which upheld the FCA’s ban, found that Mr Odey lacked integrity, and set his fine at £1.53 million, down from the £1.83 million the FCA had proposed.
Most of the commentary has been about culture. For compliance officers the more useful lesson is structural.
The governance existed. It couldn’t reach the top.
Odey Asset Management had an executive committee and a disciplinary process. According to the FCA, Mr Odey twice dismissed the executive committee after it did not give in to his pressure, halting an internal disciplinary process that could have led to his dismissal. The Tribunal described his stated justifications as “no more than a smokescreen”.
The firm did not lack policies or committees. What it lacked was any body that could act on the most senior person without that person being able to switch it off. That is a common gap in founder-led firms, where the founder is often also the majority owner, the chief executive and the person who appoints everyone else.
Why it matters more now
Since 1 September 2026 the FCA’s conduct rules expressly prohibit serious bullying, harassment and violence towards colleagues, and that now applies across all firms under the Senior Managers and Certification Regime, including hedge funds, asset managers and trading firms, not just banks. The FCA has said it will look at whether senior managers knew, or ought to have known, about misconduct and whether they could act. Serious non-financial misconduct also now bears directly on fitness and propriety, inside or outside the workplace, and disciplinary action for a conduct rule breach has to be recorded in regulatory references.
That raises the stakes for anyone with a senior management function in a founder-led firm. If the arrangements depend on the founder’s cooperation, the senior managers around them carry the risk.
Three questions to ask at your firm
- Who can change the terms of reference of the bodies that oversee senior individuals?
- Who decides a disciplinary matter when the subject is the founder?
- Who signs off a conduct breach notification about the most senior person?
If the honest answer to any of them is “the founder”, or “nobody has decided”, the governance has a hole at the top.
Five practical checks
Protect the oversight bodies
Terms of reference for the board, executive committee and any conduct or people committee should say who can change or dissolve them, and require more than one person to do it, ideally including someone independent of the founder. Where control sits through share ownership, check the articles and shareholder agreements too: a governance body a shareholder can remove at will is not much protection.
Name the decision-maker for founder matters in advance
Decide now who investigates and decides an allegation about the founder or the most senior individual: an independent non-executive, a committee without the founder on it, or external investigators and counsel reporting to that committee. Agreeing this after a complaint arrives is too late and looks partial.
Give concerns a route that bypasses the top
Staff, HR and compliance need a way to raise concerns that does not run through the person concerned, with direct access to the independent decision-maker. Make sure whistleblowing arrangements point to someone the founder cannot overrule or remove for acting on them.
Settle who owns notifications and fitness assessments
Conduct rule breaches and disciplinary action involving senior managers have to be notified to the FCA, and fitness and propriety has to be kept under review. Decide who signs off those notifications and assessments when the subject is the founder, and protect that person’s position for doing so.
Test it before you need it
Run a short scenario through the process: an allegation about the most senior person, from first report to FCA notification. Record the outcome in board minutes and add the arrangements to your compliance monitoring programme. Investors’ operational due diligence teams increasingly ask this question; it helps to have the evidence ready.
A note for smaller firms
Few emerging managers have independent directors, and that is normal. The answer is not to copy a bank’s governance, but to make sure at least one route exists that the founder cannot close: an independent adviser on call, a pre-agreed external investigator, or a documented escalation to a non-executive or investor representative. It costs little to set up and is much harder to put in place in the middle of a problem.
Sources: FCA press release “Upper Tribunal upholds Crispin Odey ban” (first published 14 September 2026, updated 1 October 2026), which records the Final Notice issued on 30 September 2026; FCA rules on non-financial misconduct in force from 1 September 2026. General information only, not legal or regulatory advice.