SECN 10.3 Composition of the management body and the organisational structure

1The application referred to in SECN 10.2 must include the third party’s internal governance policies and the terms of procedure which govern its management body, its independent directors and, where established, the committees or substructures of its management bodies.

1The application referred to in SECN 10.2 must identify the members of the management body, including independent directors and, where applicable, the members of committees or other substructures set up within that management body. For each member of the management body, including its independent directors, the application must describe the position held within the management body, the responsibilities allocated to that position and the time that will be devoted to fulfilling those responsibilities.

1The application referred to in SECN 10.2 must contain a chart detailing the organisational structure of the third party, which clearly identifies the roles of each member of the management body of that third party. Where the third party provides or intends to provide, services other than STS compliance services, the organisational chart must detail the identity and responsibility of the members of the management body in respect of those services.

1The application referred to in SECN 10.2 must contain the following information in respect of each member of the management body:

1. (1)

   a copy of each member’s curriculum vitae, including:

   1. (a)

      an overview of the member’s relevant education;

   2. (b)

      the member’s complete employment history with relevant dates, positions held and a description of the positions occupied; and

   3. (c)

      any professional qualification held by the member, together with the date of acquisition and, where applicable, the status of any membership in a relevant professional body;

2. (2)

   details of any criminal convictions, in particular in the form of an official criminal record certificate;

3. (3)

   a declaration signed by the member, stating whether they:

   1. (a)

      have been subject to an adverse decision in any proceedings of a disciplinary nature brought by a regulatory authority, government body, agency or professional body;

   2. (b)

      have been subject to an adverse judicial finding in civil proceedings before a court, including for impropriety or fraud in the management of a business;

   3. (c)

      have been part of the management body (board or senior management) of an undertaking whose registration or authorisation was withdrawn by a regulatory authority, government body or agency;

   4. (d)

      have been refused the right to perform activities which require registration or authorisation by a regulatory authority, government body, agency or professional body;

   5. (e)

      have been a member of the management body of an undertaking that has gone into insolvency or liquidation, either while they were part of that undertaking’s management body or within a year of them ceasing to be a member of that management body;

   6. (f)

      have been a member of the management body of an undertaking which has been subject to an adverse decision or penalty by a regulatory authority, government body, agency or professional body;

   7. (g)

      as a consequence of misconduct or malpractice, have been disqualified from acting as a director, disqualified from acting in any managerial capacity, or dismissed from employment or other appointment in an undertaking;

   8. (h)

      have been otherwise fined, suspended, disqualified, or been subject to any other sanction, including in relation to fraud or embezzlement, by a regulatory authority, government body, agency or professional body;

   9. (i)

      are subject to any current investigation, or pending judicial, administrative, disciplinary or other proceedings, including in relation to fraud or embezzlement, by a regulatory authority, government body, agency or professional body;

   10. (j)

       have been part of the management body (board or senior management) of an undertaking whose registration or authorisation was withdrawn by a regulatory authority, government body or agency;

   11. (k)

       have been refused the right to perform activities which require registration or authorisation by a regulatory authority, government body, agency or professional body; and

   12. (l)

       have been a member of the management body of an undertaking that has gone into insolvency or liquidation, either while they were part of that undertaking’s management body or within a year of them ceasing to be a member of that management body;

4. (4)

   a signed declaration of any potential conflict of interest that the member may have in performing their duties and how those conflicts will be managed, including an inventory of any positions held in other undertakings; and

5. (5)

   where not already included in (1), a description of the member’s knowledge of and experience in the tasks relevant for the third party’s provision of STS compliance services and, in particular, knowledge of and experience in different types of securitisation or securitisations of different underlying exposures.

1The application referred to in SECN 10.2 must contain the following, in respect of each independent director:

1. (1)

   evidence of the director’s independence within the management body;

2. (2)

   disclosures of any past or present business, employment or other relationship that creates or might create a potential conflict of interest; and

3. (3)

   disclosures of any business, family or other relationship with the third party, its controlling shareholder or the management of either, that creates or might create a conflict of interest.