Complaint re GSK plc's chairman Sir Jonathan Symonds - 10 identities and failure to declare interests.

Reputational damage and legal implications.

8 February 2024

Ms Whyte,

Company Secretary

GSK plc

980 Great West Road

Brentford

Middlesex

TW8 9GS

Dear Ms. Whyte,

I hope this letter finds you well. I am writing in response to your letter dated February 4, 2024, regarding the concerns I raised about Sir Jonathan Symonds' directorships and the accuracy of your response.

I appreciate the effort taken to address my concerns, but there are some points in your letter that require clarification and correction.

Sir Jonathan Symonds Interests

First, a search on the name Sir Jonathan Richard Symonds in Companies House returns ten registered identities, with the same name and date of birth, February 1959, (see image 1, appended). I apologise for missing two of these in my initial complaint.

I allege that Sir Jonathan Symonds purports to be 10 people for the purpose of audits. His directorships are outlined below, with active appointments highlighted in bold:

1. Jonathan Richard SYMONDS: Total number of appointments 4, 0 current.

SEQIRUS VACCINES HOLDINGS LIMITED, SEQIRUS VACCINES LIMITED, NOVARTIS UK LIMITED, NOVARTIS PHARMACEUTICALS UK LIMITED Appointed on 31 March 2010 Resigned on 20 June 2013;

2. Jonathan Richard SYMONDS: Total number of appointments 2, 0 current.

HSBC HOLDINGS PLC, HSBC BANK PLC Appointed on 14 April 2014 Resigned on 18 February 2020 and 6 August 2018;

3: Jonathan Richard SYMONDS: Total number of appointments 1, 1 current.

GENOMICS ENGLAND LIMITED Role ACTIVE Appointed on 22 October 2013;

4: Jonathan Richard SYMONDS: Total number of appointments 1, 1 current.

NATIONAL CENTRE FOR UNIVERSITIES AND BUSINESS Role ACTIVE Appointed on 8 December 2022;

5: Jonathan Richard SYMONDS: Total number of appointments 1, 1 current.

GSK PLC Role ACTIVE Appointed on 1 September 2019;

6: Jonathan Richard SYMONDS: Total number of appointments 2, 2 current.

CONDORCET PARTNERS LIMITED Role ACTIVE Appointed on 30 October 2015 and CONDORCET GP LLP Role ACTIVE LLP Designated Member Appointed on 22 January 2015;

7: Jonathan SYMONDS: Total number of appointments 1, 1 current.

QUALITY BY RANDOMIZATION LIMITED Role ACTIVE Appointed on 9 December 2020;

8: Jonathan SYMONDS: Total number of appointments 1, 1 current.

EA GROUP HOLDINGS LTD Role ACTIVE Appointed on 16 August 2022.

9: Jonathan Richard SYMONDS: Total number of appointments 1, 1 current.

QINETIQ GROUP PLC Appointed on 28 February 2003 Resigned on 30 June 2004

10: Jonathan Richard SYMONDS: Total number of appointments 11, 0 current

DIAGEO PLC Appointed on 1 May 2004 Resigned on 16 October 2007

ASTRAZENECA PLC Appointed on 1 October 1997 Resigned on 31 July 2007

ASTRAZENECA UK LIMITED Appointed on 1 April 1999 Resigned on 31 July 2007

ASTRAZENECA TREASURY LIMITED Appointed on 29 August 2000 Resigned on 31 July 2007

APTIUM CANCER CARE LIMITED Appointed on 3 July 2006 Resigned on 31 July 2007

MEDIMMUNE LIMITED Appointed on 22 June 2006 Resigned on 27 July 2007

I.C. INSURANCE HOLDINGS LIMITED Appointed on 1 October 1997 Resigned on 24 March 2005

ASTRAZENECA INVESTMENTS LIMITED Appointed on 6 September 2000 Resigned on 1 December 2004

QINETIQ HOLDINGS LIMITED Appointed on 1 July 2001 Resigned on 30 June 2004

QINETIQ LIMITED Appointed on 25 April 2001 Resigned on 5 July 2002

SYNGENTA LIMITED Appointed on 1 October 1997 Resigned on 13 November 2000

Misstatements in Companies House, concealed interests and compromised audits

Sir Jonathan Symonds has ten identities registered in Companies House. Audit and due diligence protocols assume an individual has only one unique identity. By purporting to be ten people, he has caused ten misstatements in Companies House related to his “Total number of appointments”. By establishing ten identities Sir Joanathan Symonds has ensured that all potential conflicts of interests or mutual interests held in other identities can not be identified in any audit. This compromises the audits of all of his interests and any due diligence to meet anti-money laundering and counter-terrorism financing legislation since his appointment to each firm.

To summarise, Sir Jonathan Symonds holds seven active appointments in six identities:

Identity 3: Genomics England Limited appointed on 22 October 2013;

Identity 4: National Centre For Universities and Business appointed on 8 December 2022;

Identity 5 : GSK plc Appointed on 1 September 2019;

Identity 6: Condorcet Partners Limited appointed on 30 October 2015 and Condorcet GP LLP appointed on 22 January 2015;

Identity 7: Quality By Randomization Limited appointed on 9 December 2020;

Identity 8: EA Group Holdings Ltd appointed on 16 August 2022.

The audits of each of these companies are compromised since these interests are not held is a single identity for Sir Jonathan Symonds, so they can not all been taken into account when assessing related party transactions.

Disclosure of Interests

The Financial Conduct Authority Handbook sets out guidance on disclosure of directors interests in the Annual financial report:

“LR 9.8.6. In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report:

(1) a statement setting out all the interests (in respect of which transactions are notifiable to the company under article 19 of the Market Abuse Regulation) of each person who is a director of the listed company as at the end of the period under review including:

(a) all changes in the interests of each director that have occurred between the end of the period under review and a date not more than one month prior to the date of the notice of the annual general meeting; or

(b) if there have been no changes in the period described in paragraph (a), a statement that there have been no changes in the interests of each director.

Interests of each director includes the interests of connected persons of which the listed company is, or ought upon reasonable enquiry to become, aware.” (LR 9.8 Annual financial report - FCA Handbook)

In response to my inquiry about the disclosure of Sir Jonathan Symonds' interests, GSK plc has provided the following statements: "Our Articles provide a general power for the Board to authorise such potential conflicts in advance. We maintain an internal Register of Potential Conflicts of all requests made, as is best practice and addresses our legal obligations.” and “The biographical details provided in our Annual Report are an overview only, rather than an exhaustive list of current and former appointments and other roles. The intention of the biography is to provide an overview of each director’s skills and experience.” Additionally, GSK asserted that "(T)here is no requirement for entries to be disclosed."

However, it is crucial to note that the Financial Conduct Authority Handbook, specifically LR9.8.6, mandates the inclusion of a statement in the annual financial report outlining all interests of each director, including changes in these interests. This includes interests of connected persons that the listed company is, or ought upon reasonable inquiry to become, aware of. Contrary to GSK's assertion, the handbook explicitly necessitates disclosure of such information.

Therefore, the claim that “(T)here is no requirement for entries to be disclosed." is inaccurate, and GSK plc should consider making its Register of Potential Conflicts of Interests, as described, publicly accessible to align with regulatory obligations.

Sir Jonathan Symonds disclosure of interests

Referring to Sir Jonathan Symonds biography in the Corporate Governance report, (2022 GSK register of interests), he declares

“External appointments Non-Executive Director, Genomics England Limited having previously served as its Chairman; Non-Executive Chair, Energy Aspects; Member, European Round Table for Industry; Senior Advisor to Chatham House”.

Sir Jonathan Symonds declares his active directorship of Genomics England Limited and Energy Aspects. If Energy Aspects is a trading name of EA Group Holdings Ltd, then it should be stated as such, this is a material misstatement.

Failure to disclose interests

Sir Jonathan Symonds fails to declare five active directorships held in four identities; National Centre For Universities and Business, appointed 8 December 2022, Condorcet Partners Limited, appointed on 30 October 2015 and Condorcet GP LLP appointed on 22 January 2015; Quality By Randomization Limited appointed on 9 December 2020 and EA Group Holdings Ltd appointed on 16 August 2022. Failing to disclose interests is an offence.

Your letter of February 4, 2024, stated:

1. "We note the multiple entries held for our Chair on the UK Companies House statutory register of companies. These entries have built up over the years as Sir Jonathan has progressed his career."

This statement seems to suggest a gradual accumulation of directorships over the years. However, identities (Identity 4) NATIONAL CENTRE FOR UNIVERSITIES AND BUSINESS (Appointed on December 8, 2022), (Identity 7) QUALITY BY RANDOMIZATION LIMITED (Appointed on December 9, 2020), and (Identity 8) EA GROUP HOLDINGS LTD (Appointed on August 16, 2022) were established relatively recently. Therefore, the notion that these entries "built up over the years" is inaccurate.

2. "Companies House has not previously operated its register utilising a single unique identifier, and we understand as individuals move address and positions, multiple entries for an individual are often created."

This statement appears to convey a misunderstanding of the deduplication process at Companies House. Companies House indeed operates its register using a unique identifier, which includes the name, date of birth, and usual residential address. The creation of multiple entries for an individual is not a typical outcome of address changes or position movements but is more likely a result of an error, known as a false non-match, induced by varying one of the biometric attributes, as in this case, middle name and usual residential address.

A false non-match is defined by the National Cyber Security Council:

“A false non-match occurs when an individual's biometric characteristic appears not to match their own previously collected biometric characteristic. In an access control system, this results in a false rejection - an enrolled individual is not recognised. An individual that is falsely rejected will be denied access unless an exception handling process is enacted. In a de-duplication system, this can result in the undesired creation of a second record for the individual.”, Biometric recognition and authentication systems – NCSC.GOV.UK.

Such false non-match identities pose a significant risk as they allow individuals to operate under multiple identities, evading audit and due diligence procedures and concealing interests from stakeholders. These duplicate identities, derived from a false non-match are known as synthetic identities.

A synthetic identity is defined in Cabinet Office and Government Digital Service guidance on “How to prove and verify someone's identity”:

“Synthetic identities can be fictional or based on a real identity. For example, someone who gives a false date of birth to access a gambling site is using a synthetic identity, even if their other details are correct.” A synthetic identity is gained by varying biometric attributes.

This guidance highlights that synthetic identities are a method of identity fraud.

“The most common reasons people or criminal groups commit identity fraud are to:

• access services they’re not entitled to

• get benefits they’re not entitled to

• steal personal, medical or financial information from other identities

• enable organised crime, like human trafficking

• avoid being detected by the police and other authorities.”

How to prove and verify someone's identity - GOV.UK (www.gov.uk).

The revelation that the chairman of GSK plc holds synthetic identities, along with yourself and others in positions of significant control across government policy raises concerns about potential risks to the public, suggesting they might be exploited by criminal groups.

Your statement regarding Companies House operations implies a misunderstanding of the deduplication process. Companies House employs a unique identifier, encompassing name, date of birth, and residential address, making the creation of multiple entries unusual. Instead, such duplications are likely a consequence of false non-match errors, as defined by the National Cyber Security Council. These errors, leading to synthetic identities, pose a substantial risk, allowing individuals to evade audits and conceal interests, aligning with guidance from the Cabinet Office and Government Digital Service on identity verification and the common motives behind identity fraud.

Creating multiple identities involves falsifying the record (with different spelling of name, or different residential addresses in Sir Jonathan Symonds' case, or different spellings of the same one), enabling the concealment of interests. This raises serious concerns about transparency and accountability. The use of multiple identities can be viewed as a potential breach of regulatory and legal frameworks, compromising the audit process and integrity of financial statements.

The amendments to Section 1082 of the Companies Act 2006, as stipulated in the Economic Crime and Corporate Transparency Act of 2023, introduce pivotal alterations concerning the unique identifiers attributed to individuals occupying specific roles within companies.

Legitimacy of Holding Multiple Identifiers:

These amendments underscore the imperative for an individual to possess a solitary unique identifier. This is conspicuously evident in the provision empowering the registrar to cease the utilisation of multiple identifiers for a person.

Reinforcement of Regulatory Framework:

The amendments serve to fortify the regulatory framework governing unique identifiers, explicitly asserting that an individual must not be associated with more than one unique identifier.

Request for Register of Interests:

My letters of complaint highlight concerns regarding Sir Jonathan Symonds' concurrent use of multiple identities is akin to maintaining numerous unique identifiers. The amendments to Section 1082 elucidate that possessing multiple identifiers is incongruent with established regulatory norms.

Legal Grounds:

These amendments provide a firm legal foundation for my contention that individuals, particularly those in directorial and secretarial positions, should refrain from assuming multiple unique identifiers.

Cautionary Note:

However, it's crucial to note that the current state of legislation, as embodied in Section 1082, may necessitate complementary measures to ensure the ongoing integrity of financial statements and the effective tracing of changes. Presently, there is no provision within the legislation for these essential components, which poses a potential risk to the thoroughness of financial reporting and change tracking. This requires urgent attention to safeguard against potential loopholes in regulatory oversight.

I conclude that there may be evidence suggesting a deviation from standard practices, which could be indicative of actions such as fraud by false representation and failure to disclose information. Such actions, if proven, could have far-reaching consequences, including reputational damage and legal implications.

Given the potential impact on the audit process and the credibility of financial statements, it is my belief that a thorough investigation into these matters is warranted. This is not just an internal matter but has potential implications for stakeholders and regulatory compliance.

While I understand that investigations are complex, I urge GSK to consider the potential seriousness of these allegations. If wrongdoing is established, it may be necessary to review the legitimacy of financial transactions during the period in question.

In my opinion, GSK has a responsibility to uphold the highest standards of transparency and accountability. If there is evidence of fraudulent activities, it is in the interest of the company and its stakeholders to report such breaches to the appropriate authorities for a forensic investigation.

Notably, from 2001 to 2004 Sir Jonathan Symonds' was appointed to Qinetiq, a multinational defence company. Considering this connection, there is a legitimate concern that his actions may pose a threat to national security. Your swift and decisive action is crucial in safeguarding both the integrity of corporate governance and the broader interests of national security.

Yours sincerely,

Alison Wright

Appendix

Image 1. Search results for Sir Jonathan Richard Symonds in Companies House.