REC 3.4 Members of the management body and internal organisation
Purpose
1Where, in relation to a UK RIE a proposal has been made to appoint or elect a person as a member of the management body4, that UK RIE must at least 30 days before the date of the appointment or election give notice of that event, and give the information specified for the purposes of this rule in REC 3.4.4A R to the FCA.3
[Note: article 45(8)4 of MiFID]
3- (1)
Members of the management body4 include the persons who, under the operational or managerial arrangements of the UK recognised body, are appointed to manage the departments responsible for carrying out its relevant functions, whether or not they are members of its governing body. A person appointed to carry out specific tasks, such as to conduct a particular investigation into a specific set of facts, would not usually be a member of the management body4.
- (2)
A member of the management body4 need not be an employee of a UK recognised body. For example, an employee of an undertaking in the same group or a self-employed contractor of a UK recognised body might be a member of the management body4, depending on the role he or she4 plays in that body.
- (3)
A department of a UK recognised body should be regarded as responsible for carrying out a relevant function if it is responsible for any activity or activities which form a significant part of a relevant function or which make a significant contribution to the performance of a relevant function.
- (4)
The FCA3 does not need to be notified where minor changes are made to the responsibilities of a member of the management body4, but where a major change in responsibilities is made which amounts to a new appointment, the FCA3 should be notified under REC 3.4.2A R.3
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[deleted]3
1The following information is specified for the purposes of REC 3.4.2A R:
- (1)
that person's name;
- (2)
their6 date of birth;
4 - (3)
where applicable,4 a description of the responsibilities which they6 will have in the post to which they are6 to be appointed or elected5, including for a UK RIE which operates a RAP where the person has responsibilities both in the UK RIE and RAP, a description of the responsibilities he or she has they have in respect of each body6;
4434 - (4)
where applicable, a description of the responsibilities in the post from which they6 resigned or otherwise ceased to act5, including for a UK RIE which operates a RAP where the person had responsibilities both in the UK RIE and the RAP, a description of the responsibilities they had in respect of each body6; and
4 - (5)
the information necessary for the FCA to assess whether the UK RIE complies with REC 2.4.1UK, REC 2.4A.1UK and REC 2.4A.2UK in relation to the member of the management body’s appointment, election, resignation or otherwise ceasing to act.4
Standing committees
Where the governing body of a UK recognised body delegates any of its functions (which relate to that UK recognised body'srelevant functions) to a standing committee, or appoints a standing committee to manage or oversee the carrying out of any of that UK recognised body'srelevant functions, that UK recognised body must immediately notify the FCA3 of that event and give the FCA3 the following information:
33Where:
- (1)
there is any change in the composition or the terms of reference of any standing committee referred to in REC 3.4.5 R; or
- (2)
any such committee is dissolved;
the UK recognised body must immediately notify the FCA3 of that event and give particulars of any change referred to in (1) to the FCA.3
33- (1)
Standing committees include permanent committees with executive, supervisory, policy-making or rule-making responsibilities. Committees appointed for particular tasks or committees established for purely consultative or advisory purposes would not usually be considered to be standing committees.
- (2)
Committees which include persons who are not members of the governing body can be standing committees.