FCA fines former finance directors of Carillion plc (in liquidation)

Richard Adam and Zafar Khan were both aware of serious financial troubles in Carillion’s UK construction business but failed to reflect this in company announcements or alert the Board and audit committee, leading to poor oversight.

Mr Adam and Mr Khan have been fined £232,800 and £138,900, respectively. The fines were imposed after Mr Adam and Mr Khan withdrew their challenges to the FCA’s decision.

As finance directors, the pair had responsibility for Carillion’s procedures, systems and controls relating to financial reporting. These were not sufficient to ensure that contract accounting judgments made in its UK construction business were made, recorded and reported appropriately.

The FCA found both acted recklessly and were knowingly concerned in breaches by Carillion of the Market Abuse Regulation and the Listing Rules.

Steve Smart, joint executive director of enforcement and market oversight at the FCA, said:

'Those in positions of responsibility have a duty to keep the market accurately and adequately informed. With Carillion, we have seen the serious impact it can have when they don’t. The action taken against Mr Adam and Mr Khan demonstrates our commitment to preventing market abuse and upholding the standards we expect.’

Notes to editors

1. Richard Adam Final Notice (PDF).
2. Zafar Khan Final Notice (PDF).
3. Carillion plc (in liquidation) Decision Notice (PDF).
4. Mr Adam was finance director of Carillion from April 2007 to 31 December 2016. He received an initial Decision Notice (PDF) dated 24 June 2022.
5. Mr Khan was finance director of Carillion from 1 January 2017 to September 2017. He received an initial Decision Notice (PDF) dated 24 June 2022.
6. The FCA has imposed the financial penalties on Mr Adam and Mr Khan for being knowingly concerned in breaches by Carillion of:
   • Article 15 of MAR (prohibition of market manipulation) by disseminating information that gave false or misleading signals as to the value of its shares in circumstances where it ought to have known that the information was false or misleading;
   • Listing Rule 1.3.3R (misleading information must not be published) by failing to take reasonable care to ensure that its announcements were not misleading, false or deceptive and did not omit anything likely to affect the import of the information;
   • Listing Principle 1 (procedures, systems and controls) by failing to take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations under the Listing Rules; and
   • Premium Listing Principle 2 (acting with integrity) by failing to act with integrity towards its holders and potential holders of its premium listed shares.
7. The findings in Mr Adam and Mr Khan’s Final Notices are those of the FCA and are not the subject of any judicial finding. Carillion’s former chief executive officer Mr Richard Howson received a Decision Notice (PDF) in respect of related findings, many of which are disputed by him. Mr Howson made a statutory reference to the Upper Tribunal and the hearing of his reference is scheduled to start on 16 February 2026.