BIPRU 8.5 Basis of consolidation

Although an undertaking falling outside BIPRU 8.5.1 R will not be included in a UK consolidation group or non-EEA sub-group it may be relevant in deciding whether one undertaking in the banking sector or the investment services sector is a subsidiary undertaking of another with the result that they should be included in the same UK consolidation group or non-EEA sub-group.

An example of BIPRU 8.5.2 G is as follows. Say that the undertaking at the head of a bank's UK group is a parent financial holding company in a Member State. One of its subsidiary undertakings is the bank. The parent financial holding company in a Member State also has an insurer as a subsidiary undertaking. That insurer has several investment firms as subsidiary undertakings. Say that the UK group is not a financial conglomerate. The UK consolidation group will include the parent financial holding company in a Member State and the bank. It will also include the investment firms that are subsidiary undertakings of the insurer. This is because the investment firms are subsidiary undertakings of the parent financial holding company in a Member State through the parent financial holding company in a Member State's holding in the insurer. However it will not include the insurer itself.

In general a UCITS investment firm only calculates its capital and concentration risk requirements in relation to its designated investment business and does not calculate them with respect toscheme management activity. The effect of BIPRU 8.5.7 R is that this does not apply on a consolidated basis. For the purpose of this chapter the calculations are carried with respect to the whole of the activities of a UCITS investment firm.

Article 73(1) of the Banking Consolidation Directive allows the appropriate regulator to decide to exclude an institution, financial institution, asset management company or ancillary services undertaking that is a subsidiary undertaking in, or an undertaking in which a participation is held by, the UK consolidation group or non-EEA sub-group for the purposes of this chapter in the following circumstances:

1. (1)

   where the head office of the undertaking concerned is situated in a country outside the EEA where there are legal impediments to the transfer of the necessary information; or

2. (2)

   where, in the opinion of the appropriate regulator, the undertaking concerned is of negligible interest only with respect to the objectives of monitoringinstitutions; or

3. (3)

   where, in the opinion of the appropriate regulator, the consolidation of the financial situation of the undertaking concerned would be inappropriate or misleading as far as the objectives of the supervision of institutions are concerned.

If a firm wishes to exclude an undertaking on the basis of any of the grounds set out in BIPRU 8.5.11 G it should apply to the appropriate regulator for a waiver. The appropriate regulator will consider such applications in the light of the criteria in Section 138A of the Act.

If several undertakings meet the criteria in BIPRU 8.5.11G (2), the appropriate regulator will not agree to a waiver to exclude them all from consolidation where collectively they are of non-negligible interest with respect to the objectives of the supervision of institutions.

The appropriate regulator may require a firm to provide information about the undertakings excluded from consolidation of the UK consolidation group or non-EEA sub-group pursuant to this section.