Ms R Hewat v Kuda Technologies Ltd and B Ogundeyi: 2223288/2024

EMPLOYMENT TRIBUNALS

Case No 2223288/2024

Between

Ms R HewatClaimant

Kuda Technologies Ltd and B OgundeyiRespondent

Before

Employment Judge P Klimov Tribunal

Date 21 October 2025

JUDGMENT

The unanimous judgment of the Tribunal is that all complaints in the claim are not well-founded. The claim fails and is dismissed. JUDGMENT with oral reasons having been announced to the parties at the hearing on 21 October 2025, the written Judgment having been sent to the parties on 28 October 2025, and written reasons having been requested by the respondents at the end of the hearing, in accordance with Rule 60(4) of the Employment Tribunal Procedure Rules 2024 (“ET Rules”), the following reasons are provided:

REASONS

[1]By a claim form dated 1 July 2024, the claimant (“C”) brought a claim against Kuda Technologies Limited (“R1”) and Babatunde Ogundeyi (“R2”), containing complaints of direct sex discrimination, harassment related to sex, victimisation, unfair (constructive) dismissal, wrongful dismissal, unauthorised deduction from wages, and holiday pay. The respondents (“Rs”) presented a response, contesting all the claims.

[2]The case came for a case management preliminary hearing before Employment Judge Brown on 21 November 2024. A list of issues was agreed, the case listed for a final hearing and case management orders given. The agreed List of Issues is reproduced in Annex A to this judgment, together with further clarifications and amendments agreed by the parties at the start of the final hearing.

[3]At the start of the final hearing, the Tribunal considered C’s application for specific disclosure. The Tribunal refused the application for the reasons announced to the parties orally. Rs applied to allow one of his witnesses to give evidence remotely from South Africa, for medical reasons. C did not oppose that application. The Tribunal granted the Rs’ application.

[4]C withdrew her claim for holiday pay, which was dismissed by the Tribunal upon withdrawal.

[5]The Tribunal then discussed with the parties the agreed List of Issues. As a result of that discussion, certain issues have been clarified and amended (as recorded in Annex A). The Tribunal also drew to C’s attention that as recorded in the List of Issues her complaints of unfair (constructive) and wrongful dismissal were contingent on her succeeding on one or more of her complaints under the Equality Act 2010 (“EqA”).

[6]C made an application to amend her claim to plead her complaints of unfair (constructive) and wrongful dismissal on the alternative basis, namely regardless of whether her EqA complaints and allegations were made out. C sought to advance such alternative case relying on six allegations, two of which were new allegations, not included in the list of 25 allegations on the agreed List of Issues. The Tribunal allowed the C’s application to amend with respect to four existing allegations (9, 11, 15 and part of 18/19) and refused the application with respect to the two new allegations. The Tribunal announced that decision on the morning of the second day of the hearing and gave its oral reasons.

The evidence

[7]The Tribunal was referred to various documents in a 782-page bundle of documents the parties submitted in evidence.

[8]The Tribunal heard from C and 2 other witnesses for C:(i) Siseko Dastile, former member of R1’s HR department, reporting to C, and

(ii) Adetunji Tejuosho, R1’s Head of Academy (until January 2025); and five witnesses for Rs:

(iii) Babatunde (“Babs”) Ogundeyi, R1’s founder and Group Chief Executive Officer,

(iv) Ryan Laubscher, Group Chief Operating Officer (until September 2022),

(v) Busola Odusami, Head of Human Resources, Nigeria,

(vi) Mutairu (“Musty”) Mustapha, Group Chief Technical Officer and CoFounder,

(vii) Adedolapo (“Dolapo”) Akinola, R1’s VP for Legal.

[9]C also presented a witness statement of Abdulrahman Adedamola Dania, Group Head of Government & Public Sector Relations. However, Mr Dania did not attend the hearing to give his evidence. The Tribunal accepted his witness statement as written representations but gave it little weight as his evidence was not tested in cross-examination.

[10]The Tribunal in its oral judgment gave the following assessment of witnesses’ credibility.

[18]We preferred R2’s evidence to that of C’s, because in general we found C’s evidence far less satisfactory. The claimant often gave her evidence without providing the proper context, as in this particular example1. She was inconsistent in her evidence on several key issues, for example, with respect to how she came to know the Series A stock options strike price. Many of her answers in cross examination were evasive and often differed in some material respect to her evidence in chief in her witness statement. For example, when she got to know about the Series A stock option strike price and from what source.

[19]C was not prepared to concede matters, even when she was taken to documents clearly showing the opposite to what she was asserting. For example, in her witness statement C said that first time redundancy was mentioned to her was in the letter of 5 April 2024. She was taken to the agreed transcript of her conversation on 22 February, which records R2 referring to C’s role being made redundant and C herself saying: “Just to be clear, the only, the main criteria or [inaudible] the selection criteria, for my role to be made redundant is FX?” and later: “So are you making any other roles redundant in the UK? Should I be worried about Karlin, are you planning to let her go?”, C still refused to accept that R2 had told her in February that he was planning to make her role redundant.

[20]C’s evidence was often difficult to reconcile with contemporaneous documentary evidence. For example, C evidence in chief (in her witness statement) was: “On 14 July 2021, I was offered $700,000 worth of ESOPs at the Series A price of $57.74 per share”. It was put to C that if she had been offered ESOPs at that price she would not have signed, on 12 April 2022, the stock option agreement, granting her the same overall value of shares but at a much higher option price of $183.53. In response C said it was incorrect. However, not being able to provide a logical explanation for that, she then shifted her case to say that although she was not told the price per share, she was told that it would the Series A pricing, but, again, without providing any 1 See on Allegation 1 below supporting evidence of her being told that and by whom. And that was only after my intervention asking C to clarify whether anybody told her the price of $57.74, to which C responded – “no”.

[21]C then said that she had checked the price on the internet, but, again, without providing any details where on the internet she was able to find that price, which would have been highly unlikely considering that it was a private subscription and not an IPO.

[22]Faced with that difficulty, C shifted her evidential case on this issue again, now saying that because Series B investment round had not been finalised by the time of her joining R1, and that, in turn, meant that the Series A pricing was the only pricing available, and hence when offering her $700,000 worth of shares, R1 could have only offered them to her at the Series A pricing.

[23]I will deal with the fallacy of that argument later in the judgment. However, for the purposes of assessing credibility of C’s evidence, this is yet another example why we have decided that we must treat C’s evidence with caution.

[24]In short, where the evidence given by C and by Rs’ witnesses were in conflict, we preferred Rs’ witnesses’ evidence, whom we have found credible and helpful witnesses. More importantly, their evidence was consistent with contemporaneous documentary evidence, and as such we were able to objectively verify their oral evidence against the documents on the key issues in the claim.

[25]We reject C’s submissions that Rs’ witnesses’ evidence was not credible. In particular, we reject her submission that R2 has been shown to be an unreliable witness. C arguments that R2 “did not tell the truth about not communicating the decision to terminate [C]” or “failed to tell the truth about Pavel Khristolubov’s redundancy in an attempt to create a false pool”, or “demonstrated a pattern of convenient memory loss” do not accord with our assessment of R2’s evidence. As I have said earlier, in our judgment, R2 gave a full and honest account of relevant facts. His oral evidence was fully aligned with contemporaneous documentary evidence in the bundle.

[26]The fact that Pavel Khristolubov was a contractor, and, as such, technically his termination was not a dismissal for redundancy within the strict meaning of the UK employment law, does not mean that R2’s evidence that Pavel’s “employment was terminated on redundancy grounds” was false. Let alone a sufficient reason for us to cast doubt on the credibility of his entire evidence. R2 clearly explained in his evidence that he had decided to terminate Pavel’s services, because he thought Pavel was too expensive for the value he was bringing to the organisation, and therefore R1 could do without him. In that sense Pavel was redundant to the R1’s business requirements. R2 described that as “redundancy grounds”. He could have described that as “costs grounds”, but that does not change the substance of it, let alone giving us any reasons to find all R2’s evidence not credible.

[27]We also reject C’s submission that R2 “demonstrated a pattern of convenient memory loss”. C says that this pattern comes from R2 denying being informed of serious “boys club” concerns. In cross-examination, C put it to R2 that it was her, who informed R2 of those concerns. R2 was clear in his evidence that C never had done that, either in writing or orally. He did not say he could not recall that. He said it never happened. So, in that sense, he did not have any memory loss.

[28]On the other hand, despite attacking R2’s credibility on this ground, C herself gave no evidence or provided any documentary evidence about her informing R2 about those serious concerns, which on C’s case resulted in at least three female employees leaving R1. If that was the case, we would have expected C, in her position of Chief People Officer, to document all such matters in clear terms and take them to R2, Exec Committee, and indeed, if necessary, to the Board. Nothing of that kind can be found in the C’s evidential case. I will return to this matter later in the judgment when dealing the burden of proof issue.

[29]We equally reject C’s allegation that Ms Odusami’s evidence was not credible, because it contradicted Ms Dastile’s evidence about C being offered stock options at the Series A pricing. Ms Dastile confirmed in crossexamination that the sole source of her “understanding” that C had been offered stock options at the Series A pricing was C herself. Ms Dastile also confirmed that she had not been involved in negotiating C’s remuneration or stock options.

[30]Ms Odusami’s evidence was that C had called her in April 2022 to tell that she had been offered the Series B pricing, and Ms Odusami had told C that she needed to speak to R2 about that. We see no contradiction in that.

[31]Furthermore, Ms Odusami denied in her evidence that she ever told C that she would be given the Series A pricing, because it was not in her gift to do so, and she was not involved in negotiating the C’s remuneration package. However, Ms Odusami accepted that she might have offered C support if C could provide evidence of her being offered the Series A pricing and directed her to Ryan Laubscher, who was involved in interviewing C. We see no contradiction or inconsistency in that evidence either.

[32]Ms Odusami also explained what happened in her meeting with C on 15 February 2024 (para 3.4 of her witness statement), when C, having spoken to Ryan Laubscher told Ms Odusami that Ryan had told C that he had not offered C the Series A pricing. Ms Odusami evidence is that she then directed C to speak with the recruiter – Thomas Molenar, which C said that she had already done, but without success. Ms Odusami then told C that she could not help her as there was no evidence to support C’s claim that she had been offered the Series A pricing. We see nothing inconsistent or contradictory in that. C did not challenge Ms Odusami on this evidence in cross-examination.

[33]In this context, C’s submission that we must find Ms Odusami’s evidence that she did not offer C stock options at the Series A pricing unreliable, because it contradicts “understanding” of Ms Dastille about what stock option pricing was offered to C, where such understanding comes from C herself, is simply unsustainable.

[34]It is also telling that C did not challenge in cross-examination Mr Laubscher’s direct and unequivocal evidence that: “At no point during [C’s recruitment] interviews at which [he] attended was potential remuneration and benefits discussed and specifically there was no talk of the specifics of any share options that might be offered, let alone the strike price at which these would be granted”.

[35]That unchallenged evidence is consistent with Ms Odusami’s evidence.

[36]For completeness, we also reject C’s submission that Mr Mustapha’s evidence was unreliable because his witness statement, as C put it “intentionally contained hearsay evidence” about what his PA (Isobia Okade) had told him about C telling her about leaving R1. Firstly, there are no strict rules in the employment tribunals about admissibility of hearsay evidence. Secondly, it is evidence about what Isobia told Mr Mustapha and therefore not hearsay evidence about that. It is, of course, hearsay evidence about what C told Isobia, but that does not make Mr Mustapha’s evidence about what Isobia told him less reliable.

[37]In short, we reject all C’s submissions that Rs’ witnesses were unreliable and their evidence contradictory or inconsistent. The Facts C’s employment and her employment contract terms11. R1 is a start-up fintech company, launched by R2 and Mr Mustapha in 2019, aimed at providing internet banking to customers on the African continent. The business scaled up quickly and expanded internationally. On 5 February 2021, R1 closed the Series A funding round, which resulted in the company’s valuation at $57.74 per share. This followed by the Series B funding round, closed on 20 July 2021, which valued R1’s shares at $183.53 per share. The Series B funding was initially led by Ryan Laubscher, until R1 hired Steven Bastian as its Group Chief Finance Officer on 7 June 2021, when he took over Mr Laubscher.

12. Around February 2021, R1 decided to hire a new Group Chief People Officer (“CPO”) to take ownership of global HR and recruitment to support its global growth strategy. The search was conducted via an external recruiter, Big Search. C was identified as one of the potential candidates. She was interviewed by R2 and Ms Odusami on 9 March 2021 and Mr Laubscher on 19 March 2021. In April 2021, R1 decided to make an offer to another candidate. However, in June 2021 the preferred candidate stepped away from the process. R1 re-advertised the role. C reaffirmed her interests in the role. C was again interviewed by Ms Laubscher on 6 July 2021 and by Steven Bastian and Ms Odusami on 13 July 2021. On 14 July 2021, C was offered the CPO role. The remuneration offered to C was a gross annual salary of £140,000 and $700,000 worth of Employee Stock Ownership Plan (“ESOP”) share options in R1. C accepted the offer on 14 July 2021.

13. On 15 July 2021, C and R1 signed an employment contract, which specified a gross annual salary of £140,000 per annum. It stated that C would be based in the UK and report to R1. It specified the employment start date of 2 August 2021. C’s salary was subsequently raised twice, and on the date of termination of her employment was £173,340 per annum, making her the highest paid employee across the entire R1’s group companies.

14. The contract made no reference to ESOPs, shares or share options. The contract stated that there were no benefits provided by R1. The contract provided that the employee absent from work on account of illness or injury would be entitled to the Statutory Sick Pay (“SSP”) and any other payments would be at the discretion of R1.

15. The contract contained clause 12.4, which gave R1 the right to require C to undertake medical examination at R1’s expenses, discuss the medical report with the medical practitioner, and cease payments of the SSP if it is advised that C was fit to return to work. C’s stock option

16. C was issued with stock options under ESOP, pursuant to the Option Agreement, which she signed on 12 April 2022. The Option Agreement provided the Grant of 3814 shares at the option price $183.53 per share.

17. The reason C was granted share options at this (Series B) share price was because R2 decided back in or around May 2021 that employees, who joined R1 in 2019, 2020 should be awarded stock options at the Series A price and those who joined in 2021 and later – at the Series B price. That principle was consistently applied to all R1’s employees.

18. Steven Bastian, who like C joined R1 in 2021, was too awarded stock options at the Series B price. However, later Mr Bastian presented a case that due to his role in the Series B investment round his stock option price should be changed to the more favourable Series A price. The case was presented to the R1’s investors and the Board and approved in November 2022 by a Board resolution, changing the stock options price in Mr Bastian’s Option Agreement to $57.74.

19. In January 2023 C discovered about that change in Mr Bastian’s stock option price and asked R2 that her stock options price be changed to the Series A price too. First, her argument for the change was that she should be treated the same as Mr Bastain. R2 explained the rational for changing Mr Bastian’s stock options price, which did not apply to C, as she had not played any significant role in the Series B investment round. C then made an argument that the price should be changed, because when she was recruited by R1 she was promised stock options at the Series A pricing. R2 said that if C could present evidence of that he would be prepared to take her case to the Board. C tried to gather such evidence by going to external recruiters (Mr Thomas Molenar), Mr Laubscher and Ms Odusami. However, C was unable to gather any such evidence from any source.

20. On 15 December 2023, C sent R2 an email, in which she requested that he share option price “be corrected” to the Series A price. She asked R2 to raise the matter at the R1’s Board meeting in January 2024. In that email C made a veiled threat of making a complaint of discrimination: “I have tried to resolve this issue directly with you informally and patiently for over two years and factoring in the consistent contributions I have made and continue to make at Kuda, I hope you will understand why I now feel compelled to make a formal request for redress in writing. If this were happening to any other member of staff in Kuda, I would advise you that the failure to address the matter is a potential breach of contract as well as sex discrimination under the Equality Act 2010 and urge you to redress the situation with urgency.”

21. On 4 January 2022, R2 responded, explaining the company’s position that because of the C’s joining date she was allocated stock options at the Series B price, and therefore her options agreement was on the correct terms and no changes were required.

22. R2 also said that C’s comments alluding to discrimination were taken serious and although it was not clear from her email whether she was raising a formal grievance, R2 intended to investigate the comments fully and invited C to an investigation meeting.

23. On 8 January 2024, C replied, reiterating her contention that she was entitled to stock options at the Series A price. With respect to the formal investigation, C said that she did not wish to have a formal investigation and suggested a without prejudice mediation process via the Centre for Effective Mediation (CEDR).

24. On 15 January 2024, R2 replied, refuting C’s contention that she was entitled to stock options at the Series A price. R2 agreed with C’s suggesting to have the matter resolved informally, however refused for the matter to be referred to CEDR.

25. On 19 January 2024, R2 and C met at R2’s house to discuss the stock options issue. C asked R2 to go to R1’s investors and get them to agree to change her stock option price for the Series A price. R2 said that he would be happy to support C, but he needed C to provide a valid reason for the change or some evidence that she had been offered stock options at the Series A price. C was unable to provide either. R2 denied that he had discriminated against C. R2, however, did not ask C to withdraw what C now contends was her complaint of discrimination. C’s difficult working relationship with Pavel Khristolubov

26. C had difficult working relationships with R1’s COO, Pavel Khristolubov (“PK”). Both C and PK complained to R2 about each other. R2 sought to resolve the conflict. He met with them individually and explained to both of them that, as senior members of the company, they needed to find a way to get along and work together.

27. On 4 October 2023, R2 and C had a meeting. The issue of C’s difficult relationship with PK was discussed. R2 told C that ultimately if two senior people cannot find a way to work together, it may work out better for the company if both were not in the company. R2 did not tell C that she needed to spend “the next six months getting PK to like her”. R2 did not threaten C with dismissal.

28. PK’s contract with R1 was terminated on 14 February 2024, because R2 decided that R1 could do without PK’s services, and costs of employing PK was too high. C was involved in the decision to terminate PK’s contract. She drafted a notice of termination, which R2 ultimately decided not to send to PK, instead opting for an informal conversation.

29. At their meeting on 22 February 2024, C told R2 that her relationship with PK got better and that PK had apologised to her. Incident at Movenpick Hotel in Lagos

30. In December 2023, R1 had a Strategy Retreat at the Movenpick Hotel in Lagos, Nigeria. The accommodation, logistics, and food were organised by the R1’s Admin department, which reported to C.

31. About a month before the event, C called R2 to tell him that there were insufficient number rooms in that Hotel to accommodate all delegated. R2 told C to find other suitable alternative hotels.

32. Alternative accommodation arrangements were done badly, to the extent that some of the delegates had nowhere to stay overnight, some accommodation was not fit for purpose, some delegates had to share rooms, some were unable to take a shower. That resulted in some delegates arriving late to the morning session. Many delegates complained to R2.

33. At the event, R2 called C and two of C’s staff members, who had planned accommodation, logistics, and food for the event, aside to speak with them about the poor organisation of guests’ accommodation.

34. The conversation happened at the Hotel lobby near the refreshments stand, while the session was in progress. However, those arriving late could have overhead it.

35. R2 was irritated by the poor organisation. R2 told C and the two junior staff that R1 had certain standards to uphold and for that reason there were preapproved hotels. R2 told C that the decision to select hotels for such an important event should not rest with two junior staff who did not have the level of exposure required to take a decision that significantly affects the entire organisation, and it was C’s responsibility to book the hotels or at least confirm their suitability for a group-wide event such as this.

36. R2 did not shout at them. R2 did not say to the two female staff that “they did not know quality or luxury and were low class". Financial issues 37. R1 predominantly generates its income in Nigerian Naira – as its primary operating entity is Kuda Microfinance Bank Limited, based in Lagos, Nigeria (“the Bank”). R1 appointed C as one of its nominated non-executive directors on the board of the Bank.

The Facts

[38]In June 2023 there was a significant devaluation of Naira. Whilst R1’s revenue remained unchanged, its ability to fund the group with foreign exchange was severely diminished and the costs of operating in countries outside Nigeria were exacerbated. R1 decided that it needed to reduce its business costs, which resulted in several of its UK-based staff being terminated, including PK and the Group Head of Talen Acquisition. R2 informing C of the proposal to make CPO role redundant

[39]As part of this costs cutting exercise, R1 decided to eliminate the CPO role, occupied by C. The rationale for that decision was that the majority of R1’s workforce was based in Nigeria, where R1 already had a Head of HR managing the day-to-day operations. R1 also had an acting head of HR in South Africa. Rs decided that C’s work could be absorbed between those two roles and R2, leading to a significant reduction to R1’s operating costs.

[40]On 20 February 2024, R2 called C, when she was on her way to Nigeria. R2 informed C that he had decided to make her role redundant. It was agreed that C should still come to Nigeria for them to discuss this matter in more detail. It was agreed that the matter would be kept confidential, R2 would inform the Executive Committee of R1 (“ExCo”), but would ask them to keep it confidential. However, shortly after the conversation with R2 ended, C sent a message to Mr Dania telling him that she “just got sacked”.

[41]On 22 February 2024, R2 and C met at Movenpick Hotel in Lagos to discuss the proposed redundancy. C covertly recorded the conversation. R2 provided the rationale for making C’s role redundant. He also explained that he considered whether C should be relocated to Nigeria and paid in Naira, which option C promptly dismissed for family reasons. It was agreed that C would prepare a proposal on amicable exit from the business.

[42]On 23-25 February 2024, there was a session with the business coach, which R2 had organised for the ExCo. C was initially planned to attend the session. However, on 20 February, R2 suggested to C that it would best if she did not attend the session. He confirmed that by a text message on 21 February, to which C replied that she had no issues with that.

[43]Following the 22 February meeting, the parties started without prejudice discussions, which did not result in an agreement.

[44]On 5 March 2024, C emailed R2, complaining about rumours being circulated about her departure.

[45]On 7 March 2024, C was signed off as unfit for work due to stress/anxiety until 23 March 2024. On 21 March 2024, the sick note was extended until 7 April 2024 for stress/anxiety/insomnia/panic attacks. Redundancy process and C’s resignation

[46]On 5 April 2024, R2 (on behalf of R1) wrote to C, formally informing her about the proposal to make her role redundant and inviting to a redundancy consultation meeting on 8 April 2024. C did not respond to that invitation.

[47]On the same day, C obtained a further sick note until 19 April 2024 for stressrelated problem, anxiety, insomnia, panic attacks and depression.

[48]On the same day, C sent R1 a data subject access request (DSAR), asking for a wide range of personal data.

[49]On 5 April 2024, R1 informed C that her sick pay will be reduced to the SSP with effect from 15 April 2024, because she had exhausted 10 days of the discretionary full sick pay under R1’s policy.

[50]On 10 April 2024, C submitted a formal grievance, complaining of sex discrimination and unfair dismissal.

[51]On 17 April 2024, R2 (on behalf of R1) sent C the second invitation to a redundancy consultation meeting, rescheduled for 19 April 2024.

[52]On 18 April 2024, C’s representative responded to the invitation letter, asserting that the redundancy process was a sham and C employment had already ended. In that letter C’s representative threatened to commence legal proceedings against R1 and R2 unless the matter was resolved to C’s satisfaction by 26 April 2024.

[53]On 26 April 2024, C emailed R2, complaining that her salary had not been paid on 25 April. It was paid on 26 April. The delay was due to the payroll having to recalculate C’s pay, following her pay being reduced to the SSP from 15 April.

[54]On 26 April 2024, Rs’ solicitors responded to C’s representative’s letter of 18 April. They refuted C’s contention that her employment had ended and asked if C would be attending the redundancy consultation meeting. They explained that whilst C was signed off as unfit for work that did not automatically mean that she was not fit to attend the consultation meeting. They said that if C continued to assert that she was not medically fit to engage in the redundancy consultation process, R1 might invoke its contractual right to have C medically examined (see paragraph 15 above).

[55]On 27 April 2024, C sent a letter, tendering her resignation with immediate effect, citing constructive dismissal due to a fundamental breach of trust and confidence. Post resignation events

[56]On 27 April 2024, following C resignation, R1 cancelled C’s dental and medical insurance cover.

[57]On 3 May 2024, R1 acknowledged the DSAR and informed C that whilst they were in the process of gather the requested data, “[d]ue to the complex nature of the request and search, we will be exercising our right to extend the timeline within which to respond by an additional two months…”.

[58]On 3 May 2024, R2 (on behalf of R1) responded to C’s notice of resignation. In that letter R2 told C that R1 had identified the appropriate person to hear her grievance and would be commencing the grievance process notwithstanding C’s resignation. He asked C for her availability to attend grievance investigation meetings. C was informed that if she did not respond to the invitation to attend the grievance investigation meeting, the grievance process would proceed on the basis of her grievance letter. C did not respond. R1 appointed Ms Akinola to investigate C’s grievance.

[59]On 15 May 2024, R1 submitted a request to convene an extraordinary meeting of the Bank to consider and, if thought fit, pass a resolution for the removal of C as a non-executive director of the Company with immediate effect. The meeting was held on 17 April 2024 (with C in attendance), and the resolution passed.

[60]On 4 July 2024, Rs’ solicitors provided C with a comprehensive response to the DSAR.

[61]In August 2024, Ms Akinola issued an outcome into her investigation of C’s grievance. She found that C’s allegations of sex discrimination could not be substantiated and that C had not been unfairly dismissed. The outcome letter, however, was not communicated to C.

The Law

[62]Mr Halliday has helpfully summarised the relevant legal principles in his closing written submissions2. We accept that these represent the correct statement on the applicable law. We have applied these principles in reaching our decision. Analysis and Conclusions3

Introduction

[63]C brings complaints of direct sex discrimination, harassment related to sex, victimisation, unfair (constructive) dismissal, wrongful dismissal, and unauthorised deduction from wages.

[64]At the start of the hearing, C has withdrawn her complaint of holiday pay. This complaint is dismissed upon withdrawal.

[65]The agreed list of issues originally contained 25 allegations of direct discrimination, harassment and victimisation, which also are said to be the conduct amounting to a breach of the implied term trust and confidence.

[66]Following the discussion at the start of the hearing, it was confirmed by C that Allegation 22 (R1 constructively dismissed C) was superfluous and should be removed. Allegation 24 (Rs failed to pay C the full amount of accrued and untaken holiday pay) has been withdrawn by C. Further allegations have been clarified. I will state their agreed formulation when dealing with the relevant allegation4. 2 Reproduced in Annex B for ease of reference. 3 This section largely repeats the judgment as it was announced to the parties on the last day of the hearing. 4 The relevant formulations and amendments are recorded in Annex A.

[67]C’s case of constructive dismissal was advanced on the basis that by committing those alleged acts of direct discrimination, harassment, and/or victimisation, the first respondent has breached the implied term of trust and confidence. Therefore, as Mr Halliday put in his opening note, C’s complaints of unfair dismissal and wrongful dismissal were contingent upon her succeeding on her direct discrimination, harassment, or victimisation complaints.

[68]When this issue had been highlighted to C by the Tribunal, C sought to amend the claim to advance some of the allegations on the alternative basis, namely that some of those acts amounted to a breach of the implied term of trust and confidence regardless of whether those acts were found to be acts discrimination, harassment or victimisation under the EqA.

[69]The Tribunal allowed C’s application to amend in part. As a result of that decision, C’s alternative constructive dismissal claim is based on the following four allegations:(i) Allegation 9 (In their conversations on the 20th and 22 February 2024 R2 saying to C the words as she has recorded in italics at paragraphs 32 to 40 of C’s particulars of claim),

(ii) Allegation 11 (R2 or another ExCo member breaching the agreement between C and R2 to keep information about C’s proposed departure confidential among the members of the ExCo),

(iii) Allegation 15 (inviting the claimant to a “sham” redundancy meeting on 5th and 17th April 2024), and

(iv) Part of Allegations 18 and 19 (paying claimant her wages on 26th instead of 25th of April 2024).

[70]I will give our factual findings on the key disputed matters when dealing with the relevant Allegation. All factual findings are made on the balance of probabilities (i.e. more likely than not). In the interest of time and brevity, I will not give detailed findings on the matters that are not in dispute, as these are well-known to both parties5.

[71]In reaching our decision we have considered the totality of evidence before us and the parties’ written and oral submissions. I will address some of them in the judgment. It would not be proportionate to mention every single piece of evidence and address every argument or submission. However, the fact that a particular piece of evidence or a submission will not be mentioned in these oral reasons does not mean that we have not considered it. Claims under Equality Act 2010 (EqA)

[72]I will start by giving our analysis and conclusions on the complaints of direct sex discrimination, harassment related to sex and victimisation by dealing with each of the Allegations, as they appear in the schedule of alleged detriments & acts of harassment (pp98-1006). Allegation 1.

[73]We do not accept C’s evidence that R2 “loudly and aggressively berated” two female colleagues. The Oxford English dictionary defines the verb “berate” as “to rate or chide vehemently; to scold”.

[74]Whilst we accept (and R2 accepted that in cross-examination) that R2 was irritated7 by the problems with the guests’ accommodation, for which C and the two female colleagues were responsible, and that he criticised them for the poor organisation of the guests’ accommodation, based on the evidence before us we find that his criticism was delivered in a way that cannot be said to amount to “scolding” or “chiding vehemently”. We say that for the following reasons. 5 Additional findings are now set out in the Facts section above. 6 Here and elsewhere references in the format pp xx to the documents in the hearing bundle 7 We do not accept C’s submission that R2 admitted in cross-examination that he was angry or angered. We have checked our hearing notes, they do not show that R2 said in X-E that he was angry or angered.

[75]We find that R2 did not say or suggest that the two female employees “were low class”. We accept his evidence on that. We also find that he did not say that they “did not know quality or luxury”.

[76]We accept R2’s evidence about the context and content of that conversation. Whilst the two female staff had a part in the failure to provide suitable accommodation, as junior employees they would not necessarily know the expected corporate standard of accommodation. It was C’s responsibility, when vetting alternative hotels, to ensure that those standards were met, and not to delegate that task to her more junior colleagues, who did not necessarily have that knowledge. We accept R2’s evidence on this point.

[77]That is very different to how C sought to present that conversation to the Tribunal in her evidence. In her witness statement, C gave no relevant context whatsoever. She plucked the words she ascribed to R2 out of any context, thus creating a misleading picture of R2 was telling the two junior female staff that “they did not know quality or luxury and were low class" out of the blue, as him showing his alleged hostility towards women. Witnesses’ credibility [this section of the oral judgment is now reproduced at paragraph 10 above]

[78]Returning to Allegation 1, C does not allege that R2 shouted or swore at the two female employees. On the facts before us there is nothing else which could be said that the content of that conversation or how the criticism was delivered could sensibly be described as “scolding” or “rating/chiding vehemently”.

[79]The fact that the conversation happened in the place where others might overhear it (and it appears that at least one person – Mr Tejuosho did overhear it) does not mean that R2 was “berating” the two female employees. We also observe that Mr Tejuosho did not give evidence about what was said in that conversation. However, what he did say in his evidence was that, in his opinion, the criticism was justified.

[80]Finally, with respect of the two female staff crying. We accept R2’s evidence that he did not see them crying during the conversation. Even if they cried after the conversation, we heard no evidence from them, or anyone else as to what caused them to cry. It could be because of the criticism from R2. However, equally, it could be because they felt aggrieved by their boss (C) not defending them and instead trying to absolve herself from the criticism (we accept R2’s evidence on that). At this hearing, C was trying to pass the blame for that organisational failure on another person (Dmitri), refused to accept that it was her ultimate responsibility (as the head of the Admin team) to organise appropriate accommodation for the event, which is consistent with R2’s evidence that in that conversation C was trying “to absolve herself of any blame”.

[81]Therefore, this Allegation fails on the facts.

[82]For completeness, we also find that the conversation had nothing to do with C’s, the two female staff, or anybody’s sex, it was not related to sex. It had nothing to do with C’s alleged protected act. The sole reason R2 had that conversation was because of the problems with delegates accommodation, arising from the poor organisation of it by C and her team.

[83]The C’s last-minute attempt to present this case as her being treated less favourably than Dimitri, because she was blamed for his (Dmitri’s) failures, and because R2 afforded courtesy of private discussions to male colleagues and she was not, simply does not stand up to scrutiny.

[84]Firstly, C led no evidence in chief that the fault lied with Dimitri. That only was raised by her in cross-examination. We reject that. R2 gave clear and cogent evidence that it was C’s and her team’s responsibility to organise appropriate accommodation. We accept his evidence on that. The fact that C herself called R2 a month before the event to inform him of the lack of places in the event hotel supports that it was she and her team that was responsible for organising accommodation.

[85]Secondly, C herself accepted in her oral closings that she had no evidence that Dimitri or any other male colleagues had been spoken to by R2 about the accommodation issues, but that was done in private.

[86]We also find that the conduct in question (i.e. criticising C and two female staff for their failure to properly organise accommodation for the delegates) did not have the purpose of violating her dignity or creating an intimidating, hostile, degrading, humiliating or offensive environment for her, and even if C considered that the conversation had that effect on her, in the circumstances, it was not reasonable for C to perceive it as such. It was a justifiable criticism of poor organisation of the event delegates’ accommodation. Although, it might have been better if it had been delivered in a more private space, it was not delivered “publicly”, in the sense for everyone to see and hear. As we have found, the words C complains about were not used by R2. R2 did not shout or swore at the female staff or C. The criticism was delivered to the entire team responsible for the problem with accommodation.

[87]In any event, as I have said earlier, it had nothing to do with sex or the alleged protected act. Considering C’s senior HR position, if C indeed considered to be harassed by R2, we would have expected C to raise this matter informally or formally with R2 and/or the Board. She did not do that.

[88]For the same reason, we reject this incident as being the evidence of what C calls the hostile culture towards women at R1, particularly at the leadership level. We note that C herself was one of several women at that senior leadership level. Burden of proof

[89]More generally, we find that C has come nowhere near of establishing facts from which we could properly draw any adverse inferences that what motivated R2 or others to act in a way she complains about was sex or her alleged protected acts.

[90]It is telling that despite making these very serious allegations, C as the CPO could not come up with any credible examples to substantiate her claim of misogynistic culture. Apart from this example and two messages, in one of which a female staff (Jenna) told C that she had burst into tears when speaking about the salary structure situation and expenses with Steven and Binny; and in the other – a female staff referring to “boys club”, C gives no other examples of the alleged culture. No grievances by other female staff, no formal or informal complaints, no disciplinary actions against anyone accused of inappropriate behaviour toward female staff, no allegations of sexist language being used.

[91]If, as C claims there was that hostile culture towards women, we would have expected C, as the most senior HR person in the company, not only have direct knowledge of all such incidents and behaviour, but in her position of authority and responsibility to challenge any such behaviour. She gives no evidence what she did to address any such issues.

[92]Dealing with the two messages C relies upon in support of her claim of the culture of hostility towards women. C gives no context to these messages. However, even reading them in isolation they come nowhere near to suggest that women were treated with hostility at the R1’s organisation.

[93]It appears that Jenna had some difficult business conversation with Steven and Binny that caused her to burst into tears. However, in that message she says nothing about being treated by Steven or Binny with hostility, or otherwise badly as a woman. In fact, later in that exchange Jenna explains that it had been a long week, and she was “so sick of having this personal life/health stuff weighing [her] down”, which suggests that the reason of her bursting into tears was her personal life/health issues and not how she was treated by Steven or Binny in that conversation.

[94]With respect to the second message, in which another female staff, Mags (the head of compliance) refers to “boys club”. Again, C gives no context to that exchange whatsoever. C does not even produce the whole of that exchange. However, in the limited context that we have, it appears that Mags is simply informing C that she would be cancelling her planned annual leave for work related reasons, namely because someone called Martin was unwilling to participate in work-related calls whilst on holiday and would be returning to work the following week, when Mags had planned to take her annual leave. It seems that unlike Martin, Mags was prepared to forego her planned holiday to participate in those calls. It is in that context Mags says that she could see that it was “boys club”.

[95]This, however, simply a label without any substance. Mags does not say that Martin somehow forced her to forego her annual leave (in fact, she says that Martin was happy to proceed with the business calls the following week in her absence), or that him not being willing to dial into her calls whilst being on holiday was anything to do with Mags being a woman. In short, we have no real substance to the “boys club” allegation.

[96]It is also telling (and that is yet another example of why we found C’s evidence unsatisfactory) that C alleges that “boys club” culture led to departure of at least three female staff (including Mags), and also was the reason why Ms Dastile had decided to refuse the promotion and left the company instead (I will return to that later). However, reading the whole exchange between Mags and C, in which Mags makes reference to “boys club”, clearly shows that the reason Mags gives to C for wanting to leave her role had nothing to do with the “boys club” comment she had made earlier in that exchange. The reason Mags gives for wanting to leave her role at R1 (but not to leave R1) is that she considered the role as being too junior for her. She was a senior person with substantial experience and wanted to have full ownership, which that role did not provide her with. Mags goes on to suggest that she stays on as a contractor while R1 looks for her replacement. In fact, Mags says that she would be “delighted to stay indefinitely or shorter/longer until a suitable replacement is found”. The exchange is quite lengthy, but nowhere in that exchange does Mags say or even alludes that it is “boys club” culture that made her to decide to leave her position. If that were the case, it would have been very hard to reconcile that with Mags saying that she would be delighted to stay indefinitely.

[97]Returning to the Jenna example, we also accept Mr Laubscher’s evidence that he knew Jenna very well, and that she discussed with him her reasons for leaving R1, and Jenna never mentioned the alleged “boys club” culture to him as the reason for leaving.

[98]We, therefore, reject C’s allegation that there was a culture of hostility towards women at R1. C has failed to substantiate that allegation on the facts.

[99]We also find that these facts (namely, the conversation in the hotel lobby with two female staff and C, and the two messages I have just dealt with) do not give us any legitimate grounds to draw an adverse inference that sex could be the reason for the treatment C complains of as acts of direct sex discrimination or harassment related to sex. Allegations 2 and 3.

[100]Returning to the list of allegations, we find that the Allegations 2 and 3 both fail on the facts. We find that R2 did not tell C to spend the next six months getting Pavel Khristolubov to like her. We also find that R2 did not threaten C with dismissal for attempting to resolve the situation with Pavel. We accept R2’s evidence on that.

[101]We also accept R2’s evidence that he had had exactly the same conversation with Pavel trying to resolve the conflict between him and C. R2 gave evidence that he had told them both that ultimately, if two senior people could not find a way to work together, it may work out better for the company if both were not in the company. This, however, was not threatening to dismiss C for her trying resolve the situation with Pavel. On the contrary, it was an encouragement to both of them to find a way of working together for the benefit of the company.

[102]In any event, even if C perceived this as a threat, this had nothing to do with sex or the alleged protected act. That was said to both of them. In that sense, R2 did not treat C less favourably than he treated Pavel. The reason R2 said that had nothing to do with sex or the alleged protected act, but simply to try and resolve the conflicting situation, which was having a serious negative impact on the running of the business. It appears, judging by what C told R2 on 22 February R2 telling that to C and Pavel produced the desired outcome: Babs: ……Between you and I, Pavel going is something I’ve been planning to do anyway. In fact, there was a time, it’s weird though, I think the relationship now is better. Rosie: what, between me and Pavel? Babs: Between you and Pavel, from what I can see Rosie: Oh yea he apologised to me about 2 weeks ago and said he realised that he was taking out the frustration he had with you and Musty on me.

[103]Therefore, these two allegations, as formulated by C, fail on the facts. On the true facts they would have failed too, but on causation. Allegation 4.

[104]This allegation also fails on the facts. We find that C was not promised stock options at the strike price of $57.74. We prefer Rs’ witnesses’ evidence on that for the reasons explained above.

[105]Whatever C’s expectations might have been about the price of her stock options, that falls far short of her being offered or otherwise becoming entitled to stock options at that price. C signed a written agreement, which clearly state the price per share as $183.53. That is a definitive record of the legally binding agreement between the parties.

[106]We also find that at the time of joining R1 C would not have known the strike price of $57.74, because that was confidential information not available in the public domain. We accept Rs’ witnesses’ evidence on that.

[107]As I have said earlier, C’s evidence of the issue as to how she came to know that price was highly unsatisfactory. In the end, C accepted, that when she negotiated her remuneration package, she did not know the stock option price in $ terms. However, her logic is that because there was only the Series A pricing at the time of her joining R1, it meant that she was offered or otherwise became entitled to stock options at that price. This logic is flawed. Just because Series A investors subscribed to R1’s shares at that price does not mean that it gives entitlement to employees of R1 to receive stock options at that very same price or at all. The latter is subject to what R1 decides to offer to its employees and on what terms. The benefit is discretionary. Therefore, until and unless an offer specifying the strike price is made by R1 to and accepted by the employee, the employee is not entitled to stock options at any strike price.

[108]Therefore, as formulated by C, this allegation fails on the facts, because we find that R1 did not agree to award C stock options at the Series A price.

[109]We reject C’s submission that Ms Dastile’s evidence supported her claim that she was entitled to share option at the Series A pricing. Ms Dastile confirmed that the sole source of that information was C herself, and she otherwise would not have known what was offered to C.

[110]We also find that the reason R2 did not accede to C’s request to change the strike price to $57.74 had nothing to do with sex or the alleged protected acts.

[111]C relies on Steven Bastian as a comparator. We accept Rs’ evidence that the circumstances were materially different, in that Steven was able to present a compelling case to the Board that because of his role in raising Series B financing his strike price should be changed to the more beneficial Series A price. C had no such involvement in the Series B financing round. She was unable to present any other good enough reasons to convince the Board why she should be treated any differently to any other employees (both male and female), who like her joined R1 in 2021, and by reason of their joining date were given stock options at the Series B pricing. The spreadsheet showing that, to which we have been referred during the hearing, is the compelling evidence of that.

[112]We reject C’s last-minute attempt to rescue her sinking evidential case on this issue by suggesting that discrimination is to be found in the fact that Steven’s case was approved by an official board resolution, but there is no board resolution rejecting C’s case. Firstly, it was not C’s pleaded or evidential case. She did not explore this argument when cross-examining Rs’ witnesses. Therefore, we simply have no evidence as to what was discussed at the Board about the C’s request to change the price of her stock options. We, however, accept R2’s evidence that he had told C that he would put her case to the Board if she could provide evidence of the alleged promise of stock options at the Series A pricing. For the sake of argument, we are prepared to accept the possibility that C’s case was never put to the Board, but that would have been not because she is a woman and Steven is a man, but because (as before us) C was simply unable to provide any cogent evidence to substantiate her case that she was in fact offered the Series A pricing, and as such there was nothing that R2 could have presented to the Board.

[113]Finally, the Board resolution with respect to Steven is not to approve or reject his case, but to amend the previous resolution granting Steven stock options at $183.53 to the new price of $57.74. Since no such change to the previous resolution with respect of C’s stock options was made, no resolution with respect to C’s options was required.

[114]Accordingly, if this Allegation is to be understood as Rs refusing to change the stock option strike price for C, this allegation fails on causation. Allegation 5.

[115]It too fails on the facts. We find that R2 did not tell C that Steven’s role was more important than hers. We accept R2’s evidence on that. What he did say was that the reason Steven’s strike price had been changed was because of the important role he played in raising Series B investments. That had nothing to do with sex or the alleged protected acts but simply stating the fact.

[116]This allegation fails on the facts too. R1 did not fail to hear C’s grievance. C did not say she was raising a grievance. As the head of HR, who on her own evidence was the author of R1’s grievance policy, C would have known how to raise a formal grievance. Her email was a “request” to have the strike price of her stock options be “corrected” to $57.74. She concludes that email by “humbly request[ing] R2 to address this issue at the next Board meeting … “.

[117]Her veiled threat that, if her request was not acceded to, she would go on to make it into a complaint of sex discrimination, (which threat she carried out all the way into these Tribunal proceedings), is just that - a threat of a possible future complaint, and not a grievance about something that has happened to her. Protected Act 1

[118]For the same reason we find that this email did not amount to a protected act within the meaning of s.27(2) EqA. It is not an allegation that R1 or R2 or anyone else “has contravened” the Equality Act. It is a threat to make such an allegation later if C does not get what she is asking for.

[119]Even if we are wrong on that, we find that C made this allegation knowing that it was false. At the time of sending this email, she knew that she had not been offered stock options at the price she was seeking, and there was no agreement by Rs to give her stock options at that price. As the head of HR, C knew that the reason for her getting stock options at the Series B pricing was simply because of her joining R1 after “the cut-off date” of 5 Feb 2021 for the Series A strike price. It had nothing to do with her sex. She also knew that the reason Steven’s strike price had been changed was nothing to do with him being a male, but his work on the Series B investment round.

[120]Therefore, C did not have any grounds to allege that she was discriminated against because of her sex. Therefore, if her threat does amount to an allegation of contravention of the EqA, that allegation was manifestly false and C knew that. In those circumstances, C knowing those facts and still making that allegation was making it in bad faith.

[121]Therefore, even if we are wrong on our primary conclusion that C’s email of 15 December 2023 did not meet the definition of a protected act under s.27(2) EqA, we find that it is not a protected act by reason of s.27(3) EqA, being a false allegation and/or an allegation made in bad faith.

[122]Pausing here, Rs accept that the grievance of 10 April 2024 was a protected act. We, therefore, proceeded to consider the alleged detriments arising following the submission of that grievance on that basis.

[123]Returning to Allegation 6. It is remarkable that C complains of R1 failing to hear her grievance, when in the very same exchange with R2 she specifically asks for the matter to be resolved informally, and that is when R2 himself said that whilst it was not clear from her email whether she was raising the matter as a grievance, R1 intended to investigate the allegations and speak with C as part of that investigation.

[124]We find that C request to deal with the matter informally was the sole reason for not “hearing” C’s so-called “grievance”. It had nothing to do with sex or the allegations of discrimination in the grievance itself (even if those amount in law to a protected act). Allegation 7.

[125]At the start of the hearing C accepted that this allegation is about the same matter as Allegation 6. This allegation, therefore, fails for the same reasons as

[126]For completeness, we say that there were no “failures” by R2. As explained earlier, we reject C’s allegations that she was promised stock options at the Series A strike price. R2 did not find anything “in his own” favour. He simply explained the true position to C as to why her stock options strike price was $183.53, and why Steven’s stock options’ strike price had been changed by the Board. This had nothing to do with sex or the alleged protected act.

[127]This allegation fails on the facts. We prefer R2’s evidence that he did not ask C to withdraw her complaint of discrimination. He accepted that he might have said that the complaint was baseless, but that is different to asking C to withdraw it. Furthermore, asking C to withdrawn her complaint would have been inconsistent with R2 himself saying to C in his email of 2 January that her allegation of discrimination was taken seriously and would be investigated. It was C, who asked R2 to deal with the matter informally. Therefore, as things stood then – on 19 January, there was no complaint for R2 to ask C to withdraw.

[128]In any event, we find that it had nothing to do with sex or the alleged protected act. R2 was simply stating his position that he did not consider that the C’s allegation had any valid basis.

[129]C clarified this allegation as alleging that what was said by R2 in their two conversations on 20 and 22 February 2024 (as quoted by her at paragraphs 32-40 of the Particulars of Claim) were acts of direct sex discrimination, harassment and/or victimisation. In the alternative, C alleges that in saying those things R2 (acting on behalf of R1) breached (alone or when taken together with other allegations advanced on this alternative basis) the implied term of trust and confidence.

[130]I shall first give our conclusions on the allegations of discrimination, harassment and victimisation and return to the C’s alternative case on constructive dismissal later in the judgment.

[131]There is nothing on the face of any of the quotes reproduced by C at paragraphs 32-40 that could possibly be said to show that C’s sex or the alleged protected act played any part in that. As I have said earlier, C has failed to establish any facts from which we could sensibly draw any adverse inferences that sex or her alleged protected act was a motivating factor in R2 saying these words to her.

[132]In these two conversations R2 articulates to C the business rational for the decision to make the CPO role redundant. It is notable that in those conversations C did not challenge R2 on the business rational. She did not say that R2 was making it all up, or otherwise that the reasons given by him were false.

[133]Just because the person in the CPO role happened to be a woman (C), cannot sensibly give grounds for this Tribunal to conclude that the reason for the decision to eliminate that role was sex.

[134]Furthermore, for the same cost reasons R2 had decided let Pavel (a male) go. C knew that and was fully involved in helping R2 to implement that decision. Therefore, there are simply no facts from which we could (even before hearing any alternative explanation from Rs) conclude that the decision to make C’s role redundant had anything to do with sex or the alleged protected act.

[135]In short, on her evidential case C has come nowhere near to surmount the initial burden of proof.

[136]In any event, we accept Rs’ witnesses’ evidence as to the reason for that decision, which is amply supported by contemporaneous documentary evidence, including the transcript of the conversation between R2 and C.

[137]For these reasons, this Allegation 9, as the allegation of discrimination, harassment and victimisation fails on causation.

[138]This allegation fails on causation too. We find that the sole reason why R2 told C that it was better for her not to attend the ExCo meeting was because the C’s role had been identified as redundant, and R2 was planning to announce that decision to ExCo at that meeting. In these circumstances, especially considering that this ExCo meeting included a 2-day session with an external business coach, R2 felt it was prudent for C not to be there. It was his business call. It had nothing to do with sex or the alleged protected act.

[139]Furthermore, C herself replied to R2, saying that she had “no issues” with that decision. Therefore, it is hard to see on what basis she now claims that it was unwanted conduct, which had the purpose or effect to violate her dignity or create an intimidating, hostile, degrading, humiliating or offensive environment for her.

[140]This allegation fails on the facts. We find that C has failed to prove that R2 or someone at ExCo breached her agreement with R2 to keep the news about her planned departure confidential amongst the ExCo members.

[141]If there was a leak of that information, on balance, we find that the most likely source of that leak was C herself. It is telling that despite agreeing with R2 that he would announce C’s planned departure to the ExCo and ask that information to be kept confidential, almost immediately C writes to Mr Dania, telling him that she had been sacked. She does not ask Mr Dania to keep that information confidential.

[142]We also accept Odusami’s evidence that C had told her on a call that she would be leaving without asking for that information to be kept confidential. We also accept Ms Mustapha’s evidence that his PA (Isioma Okade) had told him that C had told Isioam about her departure from R1.

[143]The first part of that allegation (“Mr Mustapha asking C to return to work”) was removed as being part of the without prejudice communications. The second part (“R2 proceeding to facilitate her dismissal on sham redundancy grounds”) was confirmed by C as the allegations of R2 sending two letters of 5 and 17 April 2024, inviting C to redundancy consultation meetings. Therefore, this allegation merges with the Allegation 15 (“Rs inviting C to a “sham” redundancy meeting”).

[144]We find that it was not a sham redundancy. We accept Rs’ witnesses’ evidence that it was a genuine decision to eliminate the CPO role driven by cost considerations, namely the impact of significant devaluation of the Nigerian currency. C did not present any cogent evidence to cast any doubt on the genuineness of that decision.

[145]C did not challenge R2’s rational of eliminating the CPO role when R2 explained that to her on 22 February. She did not challenge that in her grievance of 10 April, either.

[146]Therefore, there simply no basis for C to allege that the redundancy was a sham. Her role was eliminated. She was not replaced in that role by anyone else. R1 changed its HR structure. There is no CPO role in the new structure. Instead, a more junior VP of People was recruited in South Africa in June 2025

[147]We also find that the decision to make C’s role redundant had nothing to do with sex or the alleged protected act. It was made for costs reasons, and R2 wanting to change the senior management structure to make HR function reporting into COO.

[148]For these reasons, this Allegation 12 and Allegation 15 both fail on the facts (because it was not a sham redundancy). To the extent C alleges that her role was selected because of her sex or the alleged protected act, this allegation fails on causation.

[149]This allegation fails on the facts. R1 did not fail to hear C’s grievance. Her grievance was investigated by Ms Akinola. If by “failing to hear” C means that there was no grievance meeting with her, the only reason for that is that C did not respond to R1’s invitation to provide her availability for that meeting. That had nothing to do with her sex or the protected acts. In that sense, the allegation fails on causation.

[150]Finally, the fact that Ms Akinola did not communicate the outcome of her investigation to C does not mean that she had failed to investigate and determine the grievance. She did do that, as she explains in her evidence, which we accept. Ms Akinola’s evidence is supported by documentary evidence, in particular her grievance report. Therefore, contrary to C’s closing submissions, her grievance was not “ignored”. It is also factually wrong for C to say that her grievance had not been acknowledged until after her resignation. It was acknowledged on 26 April before C’s resignation, and C was asked about her availability to attend an investigation meeting, to which request she did not respond.

[151]This allegation too fails on the facts. R1 did answer C’s DSAR, as the documents before us show. The delay in answering C’s DSAR had nothing to do with her sex or the protected act. It was due to the breadth of C’s DSAR, as was explained to her by Rs’ solicitors. With regard to any documents, which were withheld from disclosure, that was not because of C’s sex or the protected act, but for the reasons explained in Rs’ solicitors’ letter of 4 July 2024 and in Ms Akinola’s witness statement (at [6]), which C did not challenge in X-E. We accept Ms Akinola’s evidence on this point. In that regard, the allegation fails on causation.

[152]As I have said earlier, this allegation fails for the same reasons as Allegation 12.

[153]This allegation fails on causation. We find that the sole reason that R1 did not pay C her full wages in April 2024 was because by that stage she had exhausted the discretionary 10-day sick pay, and was only entitled to the SSP. It had nothing to do with sex or the protected acts. We accept Ms Akinola’s evidence on that.

[154]C alleges that she was treated less favourably than Adebayo Adeyemi-Suenu. However, his circumstances were materially different to C. He was instructed by the company to stop working due to his poor health – it was enforced sick leave. It was C’s decision to put him on enforced sick leave (see pp. 372 - 375). C was not put on enforced sick leave by R1. Furthermore, we accept Rs’ evidence that associated costs of paying full pay to Adeyemi-Suenu during his sick leave was materially lower than C’s costs.

[155]To the extent that C relies on Adebayo Adeyemi-Suenu as an evidential comparator, again, we find that the circumstances are so drastically different between these two cases that the fact that Adebayo Adeyemi-Suenu was kept on full pay while being forced to remain on sick leave gives us no proper grounds to infer any discriminatory motivation with respect to the reason for reducing C’s pay to the SSP.

[156]We reject C’s submission that her full pay for April had been “pre-approved”. C did not produce any cogent evidence to substantiate that assertion. In her witness statement she claims that “they withdrew their authorisation for my full sick pay”, but otherwise gives no details of who had given such authorisation. She refers to pp. 561, 726, 728-729 in the bundle. However, nothing in those documents demonstrates that anyone had pre-approved or otherwise authorised that C should be paid her full salary when on sick leave in April.

[157]In closing submissions C referred to p. 729 and para 17.4 of R2’s witness statement. However, none of that comes anywhere close to prove that C’s sick pay for April on full pay had been pre-approved or authorised. The document at p.729 simply shows that her sick pay for 22/04 – 04/05 had been paid but that does not show that it had been paid or approved to be paid as full pay. In fact, by that time she was already paid at the SSP. R2 at 17.4 of his witness statement simply says that he was aware of the decision to reduce C’s pay from full pay to the SSP and was supportive of it. That, however, does not mean that this is the evidence of R2 or anyone else pre-approving or authorising C’s sick pay on a full-pay basis.

[158]Furthermore, C was notified of the decision to reduce her pay to the SSP on 5 April (p.565). That, in fact, is what C complains about as “withdrawing authorisation” for her full sick pay. Therefore, on C’s logic the authorisation to full sick pay for April would have been given before 5 April.

[159]However, before 5 April, C was signed off sick only until 7 April. The letter from R informing C that her pay would be reduced to SSP was in response to C submitting a fit note extending her sick leave from 7 to 19 April. Accordingly, at the time of the alleged authorisation R would not have known that C would remain on sick leave beyond 7 April and therefore, could not have given any pre-approval or authorisation for sick pay on full salary beyond 7 April. C did not argue that she had been given some kind of blanket pre-approval/authorisation to have sick pay on full salary regardless of the length of her sick absence.

[160]C accepted that this allegation is the same as Allegation 16. It fails for the same reasons.

[161]This allegation fails on causation. We accept Rs’ evidence that the only reason for 1-day delay in processing the payroll was because adjustments needed to be made to C pay to reflect the reduction in her pay from 15 April. It was nothing to do with sex or the protected acts. R was simply implementing the decision to move C to the SSP (which, as we have found, was non-discriminatory and not an act of harassment or victimisation). This was a purely administrative delay and nothing more.

[162]This allegation overlaps with Allegations 16, 17 and 18 and fails for the same reasons. Unauthorised deduction from wages

[163]This Allegation 19 is also a complaint of unauthorised deduction from wages. For this complaint to succeed C needs to show that she had some legal (albeit not necessarily contractual) entitled to wages from which she claims a deduction was made. In this case, C needs to show that she was entitled to full pay for April, despite being on sick leave. C has failed to establish that. As I have said when dealing with Allegation 16, we reject C’s submissions that her sick pay for April was pre-approved or authorised on the full pay basis. For these reasons, the complaint of an unauthorised deduction from wages fails and is dismissed.

[164]This allegation fails on causation. We find that insurance was cancelled on 27 April for the sole reason of C resigning with immediate effect on that day. The insurance is a benefit R1 provides to its employees. Upon her resignation C ceased to be an employee of R1 and therefore was no longer entitled to dental insurance. Her sex or the protected acts played no part in that. C did not provide any evidence to show that the dental insurance was extended to male employees after their departure, or any other evidence from which we could sensibly conclude that sex or the protected acts was a motivating factor in R1’s decision to stop the insurance cover. In any event, we accept Ms Akinola’s evidence that it is entirely normal for benefits to be cancelled with effect from the employment termination date, which evidence C did not challenge in cross-examination.

[165]This allegation (as formulated by C) fails on the facts. The letter C complains about does not tell her to sign herself fit for work to face sham redundancy. C was not required to report back to work. She was asked to attend a consultation meeting about the proposal to make her role redundant, which is a different matter.

[166]As the letter explained, the fact that C was not fit for work did not automatically and necessarily mean that she was not fit to attend a redundancy consultation meeting, especially in light of C being able to engage in various communications with R1 during March and April, including preparing and sending a detailed grievance letter.

[167]Rs’ solicitors’ letter went on to explain that if C considered herself unfit to engage in the redundancy consultation process, R1 may invoke its contractual right to have C assessed by a doctor to understand C’s medical position and fitness to engage. There is nothing improper or unusual about that. As a senior HR profession C would have known that herself.

[168]As we have found earlier, the redundancy process was not a sham. It was a genuine and proper process. Therefore, to the extent C complains about being told to sign herself fit for work to face sham redundancy, that part of the allegation fails on the facts.

[169]To the extent C complains about being invited to a redundancy consultation meeting, or, if she considered that she was not fit to do so,- R1 telling her that it would be requiring her to undergo an OH assessment, we find that this had nothing to do with sex or the protected acts. The sole reason for that was R1 following the normal process to progress the redundancy consultation. In that respect, the allegation fails on causation.

[170]C has accepted that this allegation is redundant, as it simply repeats the earlier allegations.

[171]This allegation fails on causation. We accept R2’s, Mr Mustapha’s and Ms Akinola’s evidence as to the reason for C’s removal from the Board of the Bank. C removal was by reason of her ceasing to be R1’s employee. C was nominated by R1 as its representative on the Board of the Bank. Therefore, there is nothing suspicious, illogical, or unusual in R1 deciding to remove C as its nominated director in light of C ceasing being its employee. The fact that C’s appointment to the Bank’s Board was not made expressly conditional on her remaining R1’s employee does not mean that she could not have been removed for that reason. C has presented no credible evidence to suggest that any male directors in no materially different circumstances were treated any different, or any other evidence from which we could conclude that C’s sex or the protected acts motivated the decision to remove her as a director. In any event, as I have said earlier, we accept Rs’ witnesses’ explanations for that decision as the sole reason for C’s removal from the Board.

[172]This allegation has been withdrawn by C at the start of the hearing. It is dismissed upon withdrawal.

[173]This allegation fails on causation.

[174]C did not provide any evidence of what the alleged failures to follow the ACAS Code. In her final submissions, C did not directly deal with this issue either. It appears that C complains that her complaint of 15 December 2023 was not heard. However, as we have found it was not a formal grievance, and C herself asked for the complaint to be dealt with informally.

[175]The ACAS Code of practice states that “If it is not possible to resolve a grievance informally employees should raise the matter formally and without unreasonable delay with a manager who is not the subject of the grievance”.

[176]C did that only on 10 April 2024. On 26 April 2024, R1 acknowledged receipt of the grievance and advised C that they were in the process of determining an appropriate person to hear the grievance. C was asked to confirm whether she intended to make herself available to attend any meetings as part of the grievance process and/or whether she would intend that R1 considered her grievance based on her written grievance letter only.

[177]C did not respond to that request. Instead, C sent a letter resigning with immediate effect.

[178]We do not accept Mr Halliday’s submission that with C’s resignation the Code ceased to apply. Although the Code refers to “employees” and is silent on the question of whether it applies to ex-employees, it clearly envisages scenarios (especially in the disciplinary context) when the employee employment ended, but the steps under the Code had not been exhausted - most notably an appeal against dismissal. We note that in that context (para 29) the Code still refers to “employees” (“Employees should be informed in writing of the results of the appeal hearing as soon as possible”).

[179]Of course, an argument could be made that the Code applies to exemployees only with respect to disciplinary procedure, but not grievance. However, in our view, that would be inconsistent with it being one Code with its fundamental purpose to help employers, employees and their representatives deal with disciplinary and grievance situations in the workplace.

[180]Furthermore, TULR(C)A 1992, which obliges Tribunals to take into account any relevant provision of the Code when determining the relevant proceedings, defines “employee” as “an individual who has entered into or works under (or, where the employment has ceased, worked under) a contract of employment”, i.e. as including ex-employees.

[181]In our view, Mr Halliday’s argument would have been more convincing with respect to an ex-employee, who initiates his/her grievance after leaving the employer’s employment, but that is not the case before us.

[182]We, therefore, find that the ACAS Code continued to apply with respect to C’s pre-resignation-initiated grievance. However, R1 then proceeded to act in accordance with it by appointing Ms Akinola to investigate it. C was informed about that on 3 May and asked about her availability to attend a grievance meeting. C did not respond. For that reason, the grievance meeting did not take place.

[183]The ACAS Code states: “Employers, employees and their companions should make every effort to attend the meeting”. C did not make every effort to attend a grievance meeting. In that respect, it was she and not R1 who breached the Code.

[184]Nevertheless, Ms Akinola proceeded to investigate C’s grievance on the papers and prepared her investigation report in August 2024. She did not uphold the grievance.

[185]I pause here to say that we reject C’s allegation that Ms Akinola was not independent enough to investigate her grievance. We accept Ms Akinola’s evidence that the decision to appoint her was taken by the Board and major investors of R1, and not just by R2. We also accept her evidence that as a practising lawyer in investigating C’s grievance she followed her professional and ethical duties. We, therefore, reject C’s submission that there was a conflict of interest.

[186]However, the delay between the end of April (when Ms Akinola on her own evidence started to investigate C’s grievance) and August when she concluded her investigation appears to us unreasonably long. C was not engaging in the process, and we heard no evidence what other steps Ms Akinola took in investigating C’s grievance, and why those steps meant that she could not finalise her investigation report earlier.

[187]The other troubling feature is that the outcome was not communicated to C. The ACAS code of conduct specifically states: “Decisions should be communicated to the employee, in writing, without unreasonable delay and, where appropriate, should set out what action the employer intends to take to resolve the grievance. The employee should be informed that they can appeal if they are not content with the action taken”.

[188]Furthermore, R1’s letter of 3 May to C specifically said that: “In the event that you are unwilling to attend any meetings, please note that the grievance process will proceed on the basis of your written grievance letter, together with the findings from any investigations that may be conducted; a decision will then be made and be communicated to you in writing”. That was not done. In our judgment, this was in breach of the ACAS Code.

[189]However, we find that the reason for that had nothing to do with C’s sex or the protected acts. We accept Ms Akionla’s evidence (not challenged by C in crossexamination) that the reason the outcome was not communicated to C and C was not offered the right of appeal was that by that stage C had long as resigned. And that fact, together with C’s non-engagement with the grievance process, was the reason for the grievance not being progressed at pace. Overall conclusion on the complaints under the Equality Act 2010

[190]That was the last allegation of sex discrimination, harassment and victimisation. Each of the advanced allegations has failed either on the facts or as a matter of causation. However, before dismissing these complaints, we step back to consider the entire picture to make sure that we have not missed the wood for the trees.

[191]Looking at the entire picture, we find that C has not come even close to meeting the initial burden of proof on any of her three complaints under EqA. For the reasons explained above we reject C’s evidence and submissions that there was a “culture” of hostility towards women at R1, or the so-called “boys club”. The evidence before us does not show that there was any disparity in treatment between men and women. C herself was a C-suite executive at R1. She was the highest paid employee. Her salary was higher than of her ExCo male colleagues. There were many other female senior managers at R1.

[192]Being the top HR leader, C would be best placed to know about all incidents and events, through which the alleged culture of hostility towards women manifested itself. C, however, she was unable to come up with any credible examples. The three examples she relies upon, do not come anywhere near of showing the alleged hostility towards women. I have already explained why and there is no need to return to that.

[193]In her closing submissions, C tried to open another front by arguing that female high performers were treated more harshly than several underperforming male executives. This, however, was not part of her pleaded or evidential case. As I have explained to her when she tried to cross-examine R2 on this matter, it was too late for her to introduce that matter.

[194]In any event, C has provided no credible evidence for us to make any factual findings that female employees were treated more harshly than male employees when assessing their performance. None of C’s witnesses were able to corroborate that allegation, either. C submits that Ms Dastile gave evidence that she decided to leave R1 rather than to accept a promotion into the environment created by Rs. That is not true. Ms Dastile did not give any such evidence. What she said was that C’s departure led some of us choosing to leave the company. Even if in “some of us” Ms Dastile included herself, she ascribed her departure to the fact that C had left the company, and not to any misogynistic environment at R1. We agree with Mr Halliday’s submission that the fact that she suggested on 22 February to R2 that Ms Dastile could take on her role does not mean that this role was offered to Ms Dastile, let alone that Ms Dastile turned it down for “boys club” culture.

[195]In short, we find that all C’s allegations of hostility towards women at R1 are baseless.

[196]For all these reasons, we find that C’s complaints of direct sex discrimination, harassment related to sex, and victimisation are not well-founded. These complaints fail and are dismissed. Conclusion on Primary Constructive dismissal case

[197]This also means that C’s primary case of unfair (constructive) dismissal and wrongful dismissal fail. Alternative Constructive dismissal case

[198]This leaves us to deal with C’s alternative constructive dismissal case.

[199]As I have said at the start of the judgment, this alternative case is limited to 4 allegations:(i) Allegation 9 (In their conversations on the 20th and 22 February 2024 R2 saying to C the words as she has recorded in italics at paragraphs 32 to 40 of C’s particulars of claim),

(ii) Allegation 11 (R2 or another ExCo member breaching the agreement between C and R2 to keep information about C’s proposed departure confidential among the members of the ExCo),

(iii) Allegation 15 (inviting the claimant to a “sham” redundancy meeting on 5th and 17th April 2024), and

(iv) Part of Allegations 18 and 19 (paying claimant her wages on 26th instead of 25th of April 2024).

[200]As we have found that Rs did not breach confidentiality - Allegation 11 fails on the facts.

[201]Dealing with the remaining three allegations. It is worth reminding that the test of a breach of the implied term of trust and confidence is the employer (in this case) without reasonable and proper cause, conducting itself in a manner calculated or likely to destroy or seriously damage the relationship of confidence and trust between employer and employee. Allegation 9.

[202]C says that “the central pillar” of her constructive dismissal claim is the telephone conversation on 20 February 2024, in which R2 informed C that he had decided to make her role redundant. C says the phrase “it’s the decision that’s been made” was “the communication of a final decision to terminate her employment” without any consultation. Therefore, C argues that that communication together with what R2 told her at their meeting on 22 February “irrevocably destroyed” the implied term of trust and confidence.

[203]C further submits that WhatsApp message of 22 February confirmed the finality of the decision. The message, she says, had that effect was: "You will be leaving Kuda, the offsite is for the future of Kuda. This gives time to figure out a mutually agreeable way to announce the exit."

[204]However, C takes this message out of context (as I have mentioned earlier, this was a troubling feature of C’s evidence in general). The full message reads: “Morning Rosie, I need to address the group this morning, as there will be questions to your absence. My suggestion: You will be leaving Kuda, the offsite is meant for the future of Kuda. You will address them at the next exco. This gives time to figure out a mutually agreeable way to announce the exit to the whole company. I will ask them to keep the information within the exco group”.

[205]Read as a whole, it is clear that R2 is proposing to C how he should explain to the ExCo C’s absence at the meeting, not communicating to C the finality of the decision to terminate her employment.

[206]C takes no issue with that. Her response was “OK”.

[207]It is not in dispute that the decision to eliminate the CPO role had been made. This, however, is not the same as the decision to terminate C’s employment. Although, her employment was clearly at risk, R2 did not say either on 20 or 22 February that C would definitely be dismissed. In fact, in their conversation on 22 February R2 raised the possibility of C re-locating to Nigeria and being paid in Naira, as one way of addressing the cost pressure, which caused R2 to decide to do away with the CPO role. C’s response to that was “I have children”, which we take as her telling R2 that it was not a viable option for her.

[208]Therefore, contrary to C’s submissions in closing, there was “wiggle room” for her to explore with R2, and indeed during the formal stage of redundancy consultation in April, which she ignored.

[209]In short, we do not accept C’s submission that the decision to eliminate the CPO role should be equated with the decision to terminate C’s employment with R1. These are two separate and distinct decisions, albeit the former may lead to and be the reason for the latter.

[210]We also reject C’s submission that R2 failed to tell the truth about Pavel’s redundancy in an attempt to create a false pool for redundancy selection. This submission makes little sense. The decision was to do away with the CPO role. It was the only CPO role at R1. As such, C was in the pool of one. There was no “false pool for redundancy selection”.

[211]Pavel was in a different role – COO. He was a contractor. He was let go by R1, because R2 decided that his cost was too high for the value he was bringing and R1. This was a separate decision, albeit being based on the same rational as the decision to terminate the CPO role. The fact that Pavel was a contractor and not an employee is irrelevant.

[212]More importantly, we accept R2’s evidence, which C did not seriously challenge in X-E (and judging by the contemporaneous record, namely her conversation with R2 on 22 February, at that time accepted herself) that the reason for the decision to make her role redundant was her costs becoming prohibitive due to the rapid and serious devaluation of Niara.

[213]It is worth quoting from the transcript at some length: Babs: I’m trying to have a just like a conversation, and explain to somebody I do respect, somebody that outside of work, like I’m trying to still maintain relationship with you. So it’s not like a formal conversation but I’m, Um I respect you and honestly and I don’t know it could be used against me or against the company, whatever I don’t know. But you know, it’s. I’m just trying to sit here and objectify. So, there are lots of different, not lots, some varying factors. But I guess the overriding factor is I want to go back to Kuda being literally like a start-up. We’re a still a start-up, what I mean is like go back to a very, um,small team and no FX expenses. To give you context, In the UK, you’re not, you’re probably underpaid. But for Kuda, you're earning, [over] 300 million naira a year. And that happened overnight, do you understand? . So when I think about it, I think, what does Rosie have to do to justify, you know, like how many customers do I have to have, you understand, and that’s one person. So, there is, there is some commercial reason to trying to just shed, and it’s mainly an FX thing.

[214]R2 goes on to explain: “… To give you context Rosie, in January 2023 we had 45 billion naira under management as a business. That was $100 million Dollars. $100 million dollars. We have grown 3X more than 3X. Today we have about 120 billion. That was amazing. In a year. That’s amazing. In dollars that’s less than $100 million, that’s like $70 million. Do you unders-, I don’t think you, people understand what that means. And it’s not stopping. It’s not stopping. All this talk of AWS getting into Naij, like, it is, right now we’ve been changing naira to- to- to pounds, or to dollars and pounds as we should if you were trying to get to sustainability, income where you spend. We’re constantly, like right now we’re actually running out of runway. …”

[215]R2 clearly explains to C that because of the rapid devaluation of Naira (in which the business generates its revenue) even though the business is growing fast, it cannot grow fast enough to outpace the negative currency impact. As R2 says the business is running out of runway.

[216]In that conversation, C herself asks: “Just to be clear, the only, the main criteria or [inaudible] the selection criteria, for my role to be made redundant is FX? “ to which R2 responds: “Yes. It’s a cost thing yes, yes a cost thing. if you want come and be pulling Naira and sit in Nigeria, [laughs] I mean, I did consider. I did, honestly, like "okay I can- maybe- you know”

[217]We, therefore, reject C’s submission that Rs did not have “a plausible reason” to remove her role. R2’s evidence as supported by the consolidated accounts showing that the company’s losses almost doubled from 2022 to 2023 put that case beyond any doubts.

[218]We equally reject C’s submissions in closing that the phrase “it’s the decision that’s been made” when read in conjunction with what R2 says (as recorded in italics at para 32 of C’s PoC) means that the decision was to dismiss C and not the decision to remove the CPO role. C says that that interpretation comes from reference to the decision to terminate Pavel’s role, where Pavel was not an employee and therefore, on C’s case could not be made redundant

[219]As I have already explained earlier, the fact that Pavel was a contractor is irrelevant. It does not change the substance of the Rs’ rational to terminate his services. Furthermore, the language C relies on at para 32 clearly states that the decision was to terminate Pavel’s role as the COO, and that R2 would be doing “more of those”, meaning more decisions to remove certain roles, and C’s role was one of those roles. R2 says “you are affected in that”, which is fully consistent and logical, as C was in the role R2 was proposing to remove.

[220]Equally, even if the COO role was kept in the structure and we heard no direct evidence on that, that does not mean that the decision to remove the CPO role was a sham. The CPO role was not kept in the new structure. The evidence before us (which we accept) is that a more junior role of VP of People was created and filled in June 2025.

[221]In short, we reject C’s submission that the decision communicated to her by R2 on 20 and 22 February 2022 was the decision to dismiss C. It was the decision to remove the CPO role.

[222]C was a senior executive, who was trusted and respected by R2. R2 wanted to communicate this decision in a private conversation, rather than presenting C with a formal redundancy letter. That was understandable. It was, in our view, a sensible and justifiable approach to take in the circumstances.

[223]In other words, we find that R1 did have a reasonable and proper cause for R2 to informally tell C on 20 and 22 February 2022 about the decision to make her role redundant.

[224]Furthermore, neither the fact, the content, or the manner in which that information was conveyed to C could be objectively said as being calculated or was likely to destroy or seriously damage the relationship of trust and confidence.

[225]On the contrary, in our judgment, the purpose of that was to maintain such relationship. R2 goes out of his way to explain to C that he was open to discuss terms of her anticipated departure, the possibility of continuing relationship with C acting as a consultant for R1, the length of the handover period, how the separation would be formalised. R2 even allowed C to put forward her own proposal on these matters.

[226]As to the contents of these two conversations, looking at the text in italics at paragraphs 32-40 of C’s particulars of claim, we do not find that anything in those passages could sensibly be said as having the purposes of effect of destroying or serious damaging the relationship of trust and confidence.

[227]In summary, looking at all these circumstances objectively we cannot see how it could be reasonably said that the effect of these conversations was to destroy or seriously damage the relationship of trust and confidence.

[228]We therefore find that R1 did not breach the implied term of trust and confidence by reason of these two conversations with C. Allegation 15.

[229]The next allegation of breach is inviting C to a “sham” redundancy meeting on 5th and 17th April 2024).

[230]As we have found earlier, it was not a sham redundancy meeting. C was invited to a redundancy consultation meeting in consequence of the decision to eliminate the CPO role, thus putting C’s continuing employment at risk of being terminated for that reason.

[231]In March the parties were unable to come to an agreement during without prejudice discussions. Accordingly, in April R1 had to pick up the process where it was left on 22 February 2024 and move it into the formal stage. However, it was the same “reasonable and proper cause”, namely the decision to eliminate the CPO role, what made R1 to invite C to the formal redundancy consultation meeting.

[232]This conduct was not calculated or likely to destroy or seriously damaged the relationship of trust and confidence. It was not a sham, but a genuine redundancy consultation. It cannot be sensibly argued that inviting an employee to a genuine redundancy consultation meeting destroys or seriously damages the relationship of trust and confidence. On the contrary, such meetings are part and parcel of a fair redundancy process.

[233]For these reasons, we find that R1 did not breach the implied term of trust and confidence by inviting C to the redundancy consultation meetings on 5 and 17 April 2024. Allegations 18 and 19.

[234]This leaves us to deal with the remaining allegation of paying claimant her wages on 26th instead of 25th of April 2024. C was not contractually entitled to be paid on the 25th of each month. Although, we accept that the usual practice was to pay employees on the 25th day of each month, that does not mean that it made that a contractual term. C did not argue her case on that basis. In any event, 1 day delay in the payment cannot sensibly be said to have the purpose or effect of destroying or seriously damaging the relationship of trust and confidence.

[235]Furthermore, we accept Rs’ evidence that the delay was occasioned by the need to recalculate C’s pay. That was reasonable and proper cause for R1 to pause the payment to make sure that C receives the correct amount.

[236]For these reasons, we find that R1 did not breach the implied term of trust and confidence by reason of delaying the payment of C’s wages until 26 April. Overall conclusion on the alternative constructive dismissal claim

[237]Stepping back and looking at the entire picture, our firm conclusion is that R1 was not in breach of the implied term of trust and confidence. Consequently, R1 did not constructively dismissed C. C resigned on 27 April.

[238]Therefore, she was not dismissed. Her complaints of unfair and wrongful dismissal fail.

[239]In conclusion, we also say that even if C had not restricted her alternative constructive dismissal claim to these four allegations, and it had been run on all allegations as her primary case (but decoupling them from the complaints of sex discrimination, harassment and victimisation) we would have come to the same conclusions. That is because, in our judgment, none of the matters C complains about (in isolation or taken together) could be said to amount to a breach of the implied term of trust and confidence. That is because many of the allegations have failed on the facts. With respect to the others, we find that R1 had a reasonable and proper cause to conduct itself in the manner C complains about. The conduct in question did not have the purpose or effect of destroying or seriously damaging the relationship of trust and confidence. Time limit issue

[240]While we accept Mr Halliday’s submission that Allegations 1-8 are prima facie out of time and C has failed to present any case on the continuing act or just and equitable extension, given our findings and conclusions on the substance of these allegations, the time issue becomes academic, and we do not propose to explore it further. Overall conclusion

[241]The claimant’s entire claim is not well-founded. It fails and is dismissed.

[242]That concludes our judgment. Employment Judge Klimov 9 November 2025 24 November 2025 ...................................................................... ...................................................................... For the Tribunals Office Annex A – List of Issues A. LIABILITY A.1 Jurisdiction / limitation

Introduction

[1]Is the claim time-barred under section 123 of EA 2010, insofar as it relates to any acts pre-dating 1 February 2024? In particular:(i) Is the claim in relation to such acts in time, on the basis that they were part of an act of discrimination extending over a period, with such act ending on or after 1 February 2024?

(ii) If not, is it just and equitable to extend time for such complaints? A.2 Direct discrimination (section 13 of EA 2010)

[2]Did R1’s employees and R2 (as applicable) do those acts which are not admitted in the final column of the schedule hereto (“the Schedule”)?

[3]To the extent that R1’s employees and R2 did the acts described in the Schedule:(i) in respect of: (a) act 4, is Steven Bastian an appropriate comparator, i.e. were there no material between his circumstances and C’s circumstances; (b) act 16, is Adebayo Adeyemi-Suenu an appropriate comparator, i.e. were there no material differences between his circumstances and C’s circumstances;

(ii) did they thereby treat C less favourably than those named comparators (to the extent the named comparators are appropriate) and/or than they would have treated a hypothetical comparator;

(iii) did they do so because of C’s sex? A.3 Harassment (section 26 of EA 2010)

[4]Did R1’s employees and R2 (as applicable) do those acts which are not admitted in the final column of the Schedule?

[5]To the extent that R1’s employees and R2 did the acts described in items 1-3 and 5-25 of the Schedule:(i) did those acts amount to unwanted conduct which had the purpose or effect of violating C’s dignity, or creating an intimidating, hostile, degrading, humiliating or offensive environment for C;

(ii) was such conduct related to C’s sex? A.4 Victimisation (section 27 of EA 2010)

[6]Did C make allegations of breach of EA 2010, which were either true or made in good faith8, by:(i) a grievance dated 15 February 20239; and/or

(ii) a grievance dated 10 April 2024, thereby doing a protected act or protected acts?

[7]Did R1’s employees and R2 (as applicable) do those acts which are not admitted in the final column of the Schedule?

[8]To the extent that R1’s employees and R2 did the acts described in the Schedule, did they do so because of the protected act(s) referred to in issue 6 above? A.5 Unfair dismissal (section 94 of ERA 1996)

[9]Was C constructively dismissed? In particular:(i) Did R1 breach the implied term of trust and confidence, and thereby commit a repudiatory 8 It was agreed that the correct statutory test is “false or made in bad faith”. 9 It was agreed that the correct date was 15 December 2023 breach of C’s contract of employment, by doing the alleged acts of discrimination, victimisation and/or harassment set out in paragraphs 3, 5 and 8 above?

(ii) If so, did C affirm her contract thereafter, in particular by delaying before resigning?

(iii) If not, did C resign in response to the fundamental breach? (R accepts that, if C was constructively dismissed, then the dismissal was unfair under section 98 of ERA 1996). A.6 Wrongful dismissal (claim for ‘notice pay’)

[10]In accordance with the sub-issues set out at issue 9 above, was C constructively dismissed?10 A.7 Holiday pay11

[11]What amount of accrued but untaken holiday entitlement did C have on termination of her employment?

[12]Did R fail to pay C in respect of such entitlement? A.8 Deduction from wages

[13]Did R pay less salary than was due to C under her contract of employment on 26 April 2024, as alleged at paragraph 58 of her Grounds of Complaint? B. REMEDY12

[14]What financial losses has C suffered as a result of any unlawful discrimination, victimisation, harassment or unfair dismissal?

[15]To what extent if any has C failed to mitigate such losses? 10 It was agreed that this claim was confined to notice pay. 11 C withdrew this complaint at the start of the hearing. 12 It was agreed that although it was a liability only hearing, issue 17 should be considered as part of this hearing, if arises.

[16]What award should be made for injury to feelings?

[17]To what extent if any should any compensation or compensatory award be reduced to reflect any chance that C’s employment would have been terminated on grounds of redundancy (on Rs’ case by July 2024, following a three month notice period) even if Rs had acted fairly and/or without unlawfully discriminating against, victimising or harassing her?

[18]Is an award of aggravated damages appropriate and, if so, in what amount?

[19]Is a financial penalty under section 12A of Employment Tribunals Act 1996 appropriate and, if so, in what amount?

[20]Should any award be increased on account of any unreasonable failure by R1 (as alleged at paragraph 67 of the GoR) to comply with the ACAS Code of Practice on Disciplinary and Grievance Procedures? At the start of the hearing, the following clarifications and amendments were discussed and agreed: Allegation 4 – C said that she was contractually entitled to stock options at the Series A price. Therefore, “failed to authorised” means “failed to carry out the contractually agreed terms”. Allegation 6 – C said that the grievance should have been investigated within 2 weeks of her email of 15 December 2023. Allegation 7 – C confirmed that this Allegation was essentially the same as Allegation 9 – C confirmed that she was not contending that she was dismissed by R2 (actual dismissal). C contends that what R2 said to her on 20 and 22 February 2024, as recorded at paragraphs 35-40 of her particulars of claim in italics, amounted to constructive dismissal. Allegation 11 – C confirmed that she alleges that it was R2 or a member of the executive committee who breached the agreement between her and R2 to keep the news about her redundancy confidential. Allegation 12 – it was agreed that the first part of the allegation (“Mutiaru Mustapha asking C to return to work”) was part of without prejudice discussions between the parties and therefore should not be before the Tribunal. With respect to the allegation of “R2 proceeding to facilitate her dismissal on sham redundancy grounds” C confirmed that it meant R2 initiating the formal redundancy procedure on 5 and 17 April 2024. Allegations 16, 17 and 19 – C confirmed that these three allegations were essentially the same allegation about R1 reducing her sick pay to the SSP from 15 April 2024. Allegation 22 – C confirmed that it was not a separate (stand-alone) allegation, but an allegation that by the above actions/omissions R1 breached the implied term of trust and confidence, thus constructively dismissing C. Therefore, as such it was superfluous. Allegation 23 – C confirmed that the allegation was not against the Board of the Bank, but against R2 asking and voting for C’s removal from the board. Allegation 24 – C withdrew that allegation together with her holiday pay complaint. Allegation 25 – C confirmed that the allegation was put as an allegation of direct sex discrimination, harassment related to sex, and victimisation, and was separate to the remedy issue 20 on the List of Issues. Annex B – Rs’ legal submissions C. THE LAW C.1 Direct discrimination 10. Under the definition of direct discrimination in section 13 of the Equality Act 2010 (“EA 2010”), person A commits sex discrimination against person B if A treats B less favourably than others “because of” the protected characteristic of sex. 11. The “because of” test raises the question: what, consciously or unconsciously, was the reason why the respondent treated the claimant as it did? This is a ‘subjective’ test, focussed on the respondent’s ‘mental processes’.3 3 See Amnesty International v Ahmed

[2009] ICR 1450

at ¶¶32-34, 36 and 38 per Underhill J. The exception to this is where the reason is ‘inherent’ in the act itself, in which case the subjective reasons for acting are irrelevant (e.g. putting up a sign saying “no blacks admitted” is inherently based on race). Plainly, the instant case does not fall into this category. 12. In order to make out direct discrimination, a protected characteristic must have a “significant influence” in causing the treatment, or be “an effective cause” of it; but it need not be the sole or main reason for the discriminatory treatment.4 13. Section 136 of EA 2010 sets out a ‘two-stage’ burden of proof in discrimination cases, which was explained in Wong v Igen

[2005] ICR 931

. First, the claimant has to prove facts from which the tribunal could conclude, including by inference, that there was unlawful discrimination. Only if the claimant does this will the burden shift to the respondent to prove the existence of a non-discriminatory explanation for the treatment in question. 14. As to the first stage (that is, when an inference of discrimination may be drawn):(i) It is not appropriate to infer discrimination merely because the employer has acted unreasonably;5 but where there is “unexplained unreasonable conduct”, the “absence of any explanation” might, in some circumstances, give rise to such an inference.6

(ii) A difference of sex and a difference of treatment are an insufficient basis for inferring discrimination.7

(iii) Rather, ‘something more’ (e.g. statistical evidence of racial bias, discriminatory language or untruthful explanations of unfavourable treatment) is required to give rise to an inference of discrimination.8 4 See Nagarajan v London Regional Transport

[1999] ICR 877

, HL, per Lord Nicholls at ¶19; and O’Neill v Governors of St Thomas More Roman Catholic Voluntarily Aided Upper School

[1997] ICR 33

, EAT at 43F-H. 5 Glasgow City Council v Zafar

[1998] IRLR 36

(where the House of Lords found that a tribunal had not been entitled to draw an inference of less favourable treatment on the ground of race from the fact that the employer had acted unreasonably in dismissing the employee); . Thus Simler P in Chief Constable of Kent Constabulary v Bowler EAT 0214/16 stated at ¶97: “Merely because a tribunal concludes that an explanation for certain treatment is inadequate, unreasonable or unjustified does not by itself mean the treatment is discriminatory, since it is a sad fact that people often treat others unreasonably irrespective of race, sex or other protected characteristic.” 6 Wong v Igen at ¶51; Bahl v The Law Society

[2004] IRLR 799

at ¶101. 7 Madarassy v Nomura International plc

[2007] IRLR 246

at ¶¶54 and 56. 8 See the summary at §33.39 of the IDS Handbook on Discrimination at Work. C.2 Harassment 15. Harassment is “unwanted conduct” which: (i) is “related to” a protected characteristic; and (ii) has the “purpose or effect of violating [the claimant’s] dignity or creating an intimidating, hostile, degrading, humiliating or offensive environment for [the claimant]” (the “Dignity/Environment Requirement”). (Section 26 of EA 2010). 16. Section 26(4) requires consideration of “whether it is reasonable” for the conduct to have such an effect. This means that if it was not reasonable for the conduct to be regarded as meeting the Dignity/Environment Requirement then it should not be found to have done so.9 17. As to the “cornucopia of epithets” in section 26 (i.e. the Dignity/Environment Requirement), in Land Registry v Grant

[2011] ICR 1390

, Elias LJ stated at ¶47: “Tribunals must not cheapen the significance of these words. They are an important control to prevent trivial acts causing minor upsets being caught by the concept of harassment.” C.3 Victimisation 18. Victimisation consists of subjecting another person to a detriment “because of” a “protected act”: section 27(1) of EA 2010. The “because of” test is the same as that in the law of direct discrimination, addressed above. 19. Pursuant to section 27(3), an allegation of contravention of EA 2010 will be a “protected act” unless it is both: (i) false; and (ii) made in bad faith. 9 Pemberton v Inwood

[2018] ICR 1291

at ¶88 per Underhill LJ. 20. The primary question in addressing the “bad faith” test is whether the employee has acted honestly in making the allegation, i.e. whether the claimant has an honest belief in its truth. In assessing bad faith, the falsity of an allegation may be relevant: the more obviously false the allegation, the more a tribunal might be inclined to find it was made without honest belief. An employee’s motivation for making the allegation in issue might also be relevant: the tribunal might conclude that the employee dishonestly made a false allegation because he or she wanted to achieve some other result, or that the employee was willfully reckless as to whether the allegation was true (and thus had no personal belief in its content) because of some collateral purpose in making it. (See Saad v Southampton University Hospitals NHS Trust

[2019] ICR 311

). C.4 Constructive dismissal and the implied term of trust and confidence

[21]A finding of constructive dismissal requires the employee to establish that:(i) there was a fundamental breach of contract on the part of the employer that repudiated the contract of employment;

(ii) the employer’s breach caused the employee to resign; and

(iii) the employee did not delay too long before resigning, thus affirming the contract and losing the right to claim constructive dismissal. (See Western Excavating (ECC) Ltd v Sharp

[1978] ICR 221

[22]The question of whether any breach is ‘fundamental’, i.e. whether it repudiated the whole contract, is one of fact and degree.

[23]A course of conduct can cumulatively amount to a fundamental breach of contract entitling an employee to resign and claim constructive dismissal following a ‘last straw’ incident, even if the last straw by itself does not amount to a breach of contract: see Lewis v Motorworld Garages Ltd

[1986] ICR 157

[24]There is an implied term in any contract of employment that an employer shall not “without reasonable and proper cause, conduct itself in a manner calculated [or] likely to destroy or seriously damage the relationship of confidence and trust between employer and employee”: Malik v BCCI

[1997] ICR 606

, per Lord Steyn at 621C–D.

[25]As to the first limb of the test, the burden of proving the absence of “reasonable and proper cause” lies on the party seeking to rely on such absence: RDF Media Group plc and anor v Clements

[2008] IRLR 207

, QBD. Here, therefore, the burden is on C.

[26]The second limb of the test requires looking at the circumstances objectively, i.e. from the perspective of a reasonable person in C’s position: Tullett Prebon plc and ors v BGC Brokers LP

[2011] IRLR 420

, CA. C.5 Limitation

[27]Limitation for the claims under EA 2010 expires at the end of the three-month period beginning with the date of the act complained of: section 123(1)(a) of EA 2010. Section 140B makes certain adjustments to that limitation period to facilitate ACAS conciliation.

[28]Conduct “extending over a period” is to be treated as done at the end of that period: section 123(3)(a).

[29]The leading case on conduct “extending over a period” is Barclays Bank plc v Kapur

[1991] ICR 208

. The House of Lords distinguished(a) a continuing act and

(b) an act that has continuing consequences. It held that where an employer operates a discriminatory regime, rule, practice or principle (such as the discriminatory pension scheme in Kapur), then such a practice will amount to an act extending over a period. However, an act that affects an employee will not be treated as continuing on the basis that it has ramifications which extend over a period of time.

[30]There may also be an act extending over a period if different acts of discrimination are sufficiently “linked” that they disclose “a continuing discriminatory state of affairs covered by the concept of ‘an act extending over a period’”: Commissioner of Police of the Metropolis v Hendricks

[2003] ICR 530

at paras 48 and 52.

[31]A Tribunal may extend the limitation beyond three months to such other period as it thinks “just and equitable”: section 123(1)(b). The burden is on a claimant to demonstrate that it would be “just and equitable” to extend time to permit an out of time discrimination claim to proceed. In Robertson v Bexley Community Centre

[2003] IRLR 434

the Court of Appeal held (see Auld LJ at ¶25): “It is also of importance to note that the time limits are exercised strictly in employment and industrial cases. When tribunals consider their discretion to consider a claim out of time on just and equitable grounds there is no presumption that they should do so unless they can justify failure to exercise the discretion. Quite the reverse. A tribunal cannot hear a complaint unless the applicant convinces it that it is just and equitable to extend time. So, the exercise of discretion is the exception rather than the rule.”