In determining whether to impose a penalty under regulation 12 and the amount of a penalty under that regulation, the FCA must have regard to -

(a) the gravity and duration of the contravention, including how serious it is in relation to the nature of the requirement contravened;

(b) the extent to which the contravention was deliberate or reckless;

(c) the financial strength of the proxy advisor;

(d) the amount of profit gained or of loss avoided as a result of the contravention, so far as this can be determined;

(e) the amount of loss sustained as a result of the contravention by any other person, so far as this can be determined;

(f) the level of co-operation with the FCA given by the proxy advisor (without prejudice to the need to ensure that the proxy advisor accounts for or makes good any profit gained or loss avoided as a result of the contravention);

(g) any previous contravention by the proxy advisor for which a penalty was, or could have been, imposed under regulation 12; and

(h) any measures taken by the proxy advisor to prevent a repetition of the contravention.