Decision

Advice Letter: Kay Swinburne, commission with Euroclear Group SA/NV under Swinburne Ltd

Published 17 September 2025

1. BUSINESS APPOINTMENT APPLICATION: The Baroness Dr Swinburne, former Parliamentary Under Secretary of State – Minister for Housing and Communities at the Department for Levelling Up, Housing and Communities. Paid commission with Euroclear Group SA/NV under the consultancy, Swinburne Ltd. 

You sought advice from the Advisory Committee on Business Appointments (the Committee) under the government’s Business Appointment Rules for Former Ministers (the Rules) on taking up a commission with Euroclear Group SA/NV under your independent consultancy, Swinburne Ltd. 

The purpose of the Rules is to protect the integrity of the government. Under the Rules, the Committee’s remit is to consider the risks associated with the actions and decisions you made during your time in office, alongside the information and influence you may offer Euroclear Group SA/NV. The material information taken into consideration by the Committee is set out in the annex.

The Committee’s advice is not an endorsement of the appointment – it imposes a number of conditions to mitigate the potential risks to the government associated with the appointment under the Rules.

The Ministerial Code sets out that ministers must abide by the Committee’s advice. It is an applicant’s personal responsibility to manage the propriety of any appointment. Former ministers of the Crown, and Members of Parliament, are expected to uphold the highest standards of propriety and act in accordance with the 7 Principles of Public Life.

2. The Committee’s consideration of the risks presented 

The Committee^{[footnote 1]} considered this commission to be broadly consistent with the description of Swinburne Ltd – which was described as providing advisory services to companies operating in financial services. 

Euroclear Group SA/NV is regulated by various authorities depending on its specific subsidiaries and the markets they operate in – Euroclear UK & International is regulated by the Bank of England and the  financial market authorities of the respective nations regulating other subsidiaries/markets.

Over a year ago, whilst you were Government Whip, and at the request of the Foreign, Commonwealth and Development Office (FCDO), you participated in a meeting with the then Minister of State at the FCDO and Euroclear UK to discuss the implications of Russian assets held by the UK and global Euroclear entities. Your only official dealings with Euroclear were during your time as Government Whip and had no dealings during your time at the Department for Levelling Up, Housing and Communities^{[footnote 2]} . You had no responsibility for decisions on financial services during your time in ministerial office and as such, you were not involved in any decisions specific to Euroclear Group SA/NV. Therefore, the Committee considered the risk that this commission can reasonably be perceived as a reward for decisions made in office is low. 

As a former minister, you would have had access to a range of sensitive information. The risks associated are limited as there is no direct overlap with your time in office and the work of the Euroclear Group SA/NV. Further, your former departments (the Ministry of Housing, Communities and Local Government and the Cabinet Office) do not consider you possess sensitive information that would provide Euroclear Group SA/NV an unfair advantage; and it has been over nine months since you left government – reducing the currency of any information you may possess.

As a former minister, there is a risk that you might be seen to offer unfair access to, and influence within, government. You confirmed your commission with Euroclear Group SA/NV excludes any dealings with the UK government. 6. The Committee has also taken into account your background in the financial services sector, prior to joining government.

3. The Committee’s advice

The Committee determined the risks identified can be appropriately mitigated by the conditions below. These make it clear that you must not make use of privileged information, contacts or influence gained from your time in ministerial office to the unfair advantage of Euroclear Group SA/NV under Swinburne Ltd. 

Taking into account these factors, in accordance with the government’s Business Appointment Rules, the Committee advises this commission with Euroclear Group SA/NV should be subject to the same conditions applied to your independent consultancy, Swinburne Ltd:

• 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 Euroclear Group SA/NV (including parent companies, subsidiaries, partners and clients); nor should you make use, directly or indirectly, of your contacts in the government and/or Crown service to influence policy, secure business/funding or otherwise unfairly advantage Euroclear Group SA/NV (including parent companies, subsidiaries, partners and clients); 

• for two years from your last day in ministerial office, you should not provide advice to or on behalf of Euroclear Group SA/NV (including parent companies, subsidiaries, partners and clients) on the terms of, or with regard to the subject matter of, a bid with, or contract relating directly to the work of the UK government or any of its arm’s length bodies; 

• for two years from your last day in ministerial office, you should not become personally involved in lobbying contacts you developed during your time in office and in other governments and organisations for the purpose of securing business for Euroclear Group SA/NV; and

• for two years from your last day in ministerial office, before accepting any commissions for Swinburne Ltd and or/before extending or otherwise changing the nature of your commissions, you should seek advice from the Committee. The Committee will decide whether each commission is consistent with the terms of the consultancy and consider any relevant factors under the Business Appointment Rules.

The advice and the conditions under the government’s Business Appointment Rules relate to your previous role in government only; they are separate from rules administered by other bodies such as the Office of the Registrar of Consultant Lobbyists, the Parliamentary Commissioner for Standards and the Registrar of Lords’ Interests^{[footnote 3]}. You are reminded that, as a Member of the House of Lords, you are prevented from any paid lobbying under the House of Lords Code of Conduct. It is an applicant’s personal responsibility to understand any other rules and regulations they may be subject to in parallel with this Committee’s advice.

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 Ministerial Code or otherwise.

The Business Appointment Rules explain that the restriction on lobbying means that you ‘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’. 

You must inform us as soon as you take up employment with this organisation, or if it is announced that you will do so. You must 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. 

4. Annex – Material Information 

4.1 The role 

You stated this is a commission under Swinburne Ltd, which provides advisory services to global clients operating in the financial services sector and as Director, you will deliver advice to C-suite (senior) executives and board members within financial services, with a particular focus on global financial regulation, environmental, social and governance matters and digital assets.

In describing your experience in financial services, you stated: 

• From 2009-2019, you were a Member of the European Parliament and served on the Committee on Economic and Monetary Affairs as co-ordinator and therefore involved in amending EU financial services legislation. During this period, you had extensive contact with global financial services entities, including the banking sector. 
• Prior to 2019, your career was in financial services including as the founder of a hedge fund, as an advisor and as an investment banker.

According to its website, Euroclear Group SA/NV is a Belgium-based financial institution that serves as an international central securities depository (ICSD) and offers a range of post-trade services. Euroclear Group SA/NV is regulated by various authorities depending on its specific subsidiaries and the markets they operate in – Euroclear UK & International is regulated by the Bank of England and the  financial market authorities of the respective nations regulating other subsidiaries/markets.

You noted that this commission involves you being a paid, part-time Member of the Euroclear Advisory Council. The Euroclear Advisory Council is an informal body established to provide strategic guidance and insights to the Chairman and CEO of Euroclear. The council is made up of capital markets experts.

The topics for the council meeting are on matters that influence Euroclear Group’s operations including competitiveness, innovation and threats to their operations. Likely topics will include advising on: 

• technological advances like AI, blockchain and cybersecurity. 
• settlement cycle times, custodial issues with respect to securities and other changes to the global capital markets landscape.

You stated that the advice you provide will be highly technical (e.g. how to move from T+2 settlement cycle to T+1 in Europe and what advantage there may be to digitising the platforms early to utilise Distribution Ledger Technology within highly regulated entities).

4.2 Dealings in office

You stated that whilst you were Government Whip at the House of Lords, you participated in a meeting with the then Minister of State at the FCDO and Euroclear UK to discuss the implications of Russian assets held by the UK and global Euroclear entities. You stated you did not have contact with the company whilst you were Minister for Housing and Communities at the Department for Levelling Up, Housing and Communities.

You stated you were not involved in policy, regulatory or commercial decisions, nor held information that may provide an unfair advantage to Euroclear Group SA/NV. 

4.3 Departmental assessment 

The Cabinet Office and Department for Levelling Up, Housing and Communities confirmed the details you provided. 

The departments confirmed you were not involved in decisions specific to Euroclear Group SA/NV, nor did they consider you to possess sensitive information that may provide the company an unfair advantage. 

The departments did not have concerns with the appointment.

1. This application for advice was considered by Andrew Cumpsty; Isabel Doverty; Sarah de Gay; Hedley Finn OBE; Dawid Konotey-Ahulu CBE DL; Michael Prescott; The Baroness Thornton and Mike Weir. ↩

2. Following the General Election in July 2024, the Department for Levelling Up, Housing and Communities is now named the Ministry of Housing, Communities and Local Government. ↩

3. All Peers and Members of Parliament are prevented from paid lobbying under the House of Commons Code of Conduct and the Code of Conduct for Members of the House of Lords. Advice on obligations under the Code can be sought from the Parliamentary Commissioners for Standards, in the case of MPs, or the Registrar of Lords’ Interests, in the case of peers. ↩