1. (1)

   1An application for registration as referred to in regulation 26 of the Securitisation Regulations 2024 must contain the following information, to the extent relevant:

   1. (a)

      the corporate name of the third party and its legal form;

   2. (b)

      the third party’s legal entity identifier (LEI) or, where not available, another identifier required by United Kingdom law;

   3. (c)

      the third party’s legal address, as well as the addresses of any of its offices, whether within the United Kingdom or in a third country;

   4. (d)

      the uniform resource locator (URL) of the third party’s website;

   5. (e)

      an excerpt from a relevant commercial or court register, or another form of certified evidence, valid at the date of application, confirming the place of incorporation and the scope of business activity of the third party;

   6. (f)

      the articles of incorporation of the third party, or other statutory documentation, stating that the third party is to assess the compliance of securitisations against the STS criteria;

   7. (g)

      the most recent annual financial statements of the third party, including individual and consolidated financial statements, where available, and where the financial statements of the third party are subject to a statutory audit as required by the law of the United Kingdom, the audit report on these financial statements;

   8. (h)

      the name, title, address, email address and the telephone number(s) of the contact person for the purposes of the application;

   9. (i)

      the list of types of securitisation for which the third party intends to provide STS compliance services, distinguishing between non-ABCP securitisations and ABCP transactions/ABCP programmes;

   10. (j)

       a description of any services, other than providing STS compliance services, that the third party provides or intends to provide; and

   11. (k)

       a list of parties to whom the third party provides (or intends to provide) advisory, audit or equivalent services.

1Where the third party has a parent undertaking, the application referred to in SECN 10.2.1D must state whether the immediate parent undertaking or ultimate parent undertaking is authorised, registered or subject to supervision and, where this is the case, state any associated reference number and the name of the responsible supervisory authority.

1Where the third party has subsidiaries or branches, the application for registration must identify the names and business addresses of those subsidiaries or branches and describe the areas of business activities of each subsidiary or branch.

1An application for registration must include a chart showing the ownership links between the third party and:

1. (1)

   its parent undertaking;

2. (2)

   its ultimate parent undertaking;

3. (3)

   its subsidiaries and affiliates; and

4. (4)

   any other persons and entities associated with or connected with a network.

1The chart referred to in SECN 10.2.5D must identify those undertakings by their full name, their LEI or, where not available, another identifier required under the law, their legal form and their business address in the United Kingdom.

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.

1Where the third party adheres to a corporate governance code of conduct for the appointment and role of the independent directors and the management of conflicts of interest, the application referred to in SECN 10.2 must identify that code and provide an explanation for any deviation by the third party from that code.

1The application referred to in SECN 10.2 must contain detailed information about the applicant’s internal control systems for the management of conflicts of interest, including a description of the third party’s compliance function and its risk assessment arrangements.

1The application referred to in SECN 10.2 must contain information about the policies and procedures for the identification, management, elimination, mitigation and disclosure of existing or potential conflicts of interest and threats to the independence of the third party’s provision of STS compliance services.

1The application referred to in SECN 10.2 must contain a description of any other measures and controls applied to ensure the proper and timely identification, management and disclosure of conflicts of interest.

1The application referred to in SECN 10.2 must contain an up-to-date inventory of any potential or existing conflicts of interest identified by the third party in accordance with regulation 25(2)(f) of the Securitisation Regulations 2024, and must include:

1. (1)

   a description of any actual or potential conflicts of interest involving the third party, shareholders, owners or members of the third party, members of the management body, managers, staff of the third party or any other natural person whose services are placed at the disposal or under the control of the third party; and

2. (2)

   a description of any actual or potential conflicts of interest arising from existing or envisaged business relationships of the third party, including any existing or envisaged outsourcing arrangements or from the third party’s other activities.

1The application referred to in SECN 10.2 must provide details on policies or procedures which aim to ensure that the third party does not provide any form of advisory, audit or equivalent services to the originator, sponsor, or the SSPE involved in the securitisation whose STS compliance the third party assesses.

1The application referred to in SECN 10.2 must provide details about the following:

1. (1)

   revenue from other non-STS related services provided by the third party, disaggregated into the revenue from non-securitisation-related services and the revenue from securitisation-related services, over each of the 3 annual reporting periods preceding the date of submission of the application or, where not available, since the incorporation of the third party; and

2. (2)

   the projected proportion of revenue from STS compliance services compared with the total projected revenue for the forthcoming 3 year reference period.

1The application referred to in SECN 10.2 must include, where applicable, the following information on the concentration of revenue from a single undertaking or a group of undertakings:

1. (1)

   information identifying any undertaking, or any group of economically connected undertakings, that provided more than 10% of the third party’s total revenue over each of the 3 annual reporting periods preceding the date of the submission of the application or, where not available, since the incorporation of the third party; and

2. (2)

   a statement as to whether an undertaking, or a group of economically connected undertakings, is projected to provide at least 10% of the third party’s projected revenue from the provision of STS compliance services over each of the next 3 years.

1Where applicable, the application referred to in SECN 10.2 must contain an assessment of how a concentration of revenue from a single undertaking or a group of economically connected undertakings identified in SECN 10.5.7D is compatible with the third party’s policies and procedures on the independence of the STS compliance services referred to in SECN 10.5.2D.

1The application referred to in SECN 10.2 must contain information on the pricing policies for providing the STS compliance services and must include all of the following:

1. (1)

   pricing criteria and a fee structure or a fee schedule for the STS compliance services for each type of securitisation for which such services are offered (distinguishing non-ABCP securitisations from ABCP transactions and ABCP programmes), including any internal guidelines or procedures governing how the pricing criteria are used to determine or set individual fees;

2. (2)

   details of the methods used to record any specific costs incurred when providing STS compliance services, including additional incidental expenses relating to the provision of STS compliance services, such as transport and accommodation, and, where the third party intends to outsource parts of its provision of STS compliance services, a description as to how that outsourcing is to be taken into account in the pricing criteria;

3. (3)

   a detailed description of any established procedures for the modification of fees or for departing from the fee schedule, including under any frequent use programme;

4. (4)

   a detailed description of any established procedures or internal controls which ensure and monitor compliance with the pricing policies, including any procedures or internal controls which monitor the development of individual fees over time and across different customers to which STS compliance services are provided;

5. (5)

   a detailed description of any processes for reviewing and updating both the costing system and pricing policies; and

6. (6)

   a detailed description of any procedures and internal controls for maintaining records relating to fee schedules, individual fees applied or modifications to the third party’s pricing policies.

1The application referred to in SECN 10.2 must provide information on the following:

1. (1)

   whether the fees are set in advance of the provision of the STS compliance service;

2. (2)

   whether prepaid fees are non-refundable; and

3. (3)

   any operational safeguards aimed at ensuring that contractual agreements between the third party and an originator, sponsor or SSPE for the provision of STS compliance services exclude a contractual termination clause or provide for breach of the contract or non-performance of the contract where the result of the STS compliance assessment demonstrates that the securitisation does not comply with the STS criteria.

1The application referred to in SECN 10.2 must include a detailed summary of any policies, procedures and manuals on the controls and operational safeguards established to ensure the independence of the third party’s assessment of STS compliance and the integrity of its assessment.

1The application referred to in SECN 10.2 must contain any information which demonstrates that the third party has established operational safeguards and internal processes to enable it to properly assess STS compliance, including the following:

1. (1)

   the number of the applicant’s employees, calculated on a full-time equivalent basis, disaggregated to types of positions within the applicant company;

2. (2)

   details on the policies and procedures established by the third party regarding:

   1. (a)

      the independence of individual staff members;

   2. (b)

      the termination of employment contracts, including any measures to ensure the independence and integrity of the STS assessment process associated with the termination of the employment, such as policies and procedures relating to negotiating future employment contracts with other undertakings for staff directly involved in the STS assessment;

   3. (c)

      the qualification requirements for staff directly involved in providing STS compliance activities, distinguished by position type;

   4. (d)

      training and development policies for staff directly involved in the provision of STS compliance services; and

   5. (e)

      the performance evaluation and compensation policies for staff directly involved in STS compliance services;

3. (3)

   a description of any measures established by the third party to mitigate the risk of over-reliance on any individual staff members for providing STS compliance services;

4. (4)

   the following information, where the third party relies, in any STS assessment, on outsourcing or external experts:

   1. (a)

      details on any policies and procedures with regard to the outsourcing of activities and the engagement of external experts;

   2. (b)

      a description of any outsourcing arrangements entered into or envisaged by the third party, accompanied by a copy of the contracts governing those outsourcing arrangements;

   3. (c)

      a description of the services to be provided by the external expert, including the scope of those services and the conditions under which those services should be rendered; and

   4. (d)

      a detailed explanation of how the third party intends to identify, manage and monitor any risks posed by outsourcing and a description of the safeguards put in place to ensure independence of the STS assessment process;

5. (5)

   a description of any measures to be used in the event of a breach of any of the policies or procedures referred to in (2) and (4)(a);

6. (6)

   a description of any policies on the reporting to the FCA of any material breach of the policies or procedures referred to in (2) and (4)(a) or any other fact, event or circumstance which is likely to amount to a breach of the conditions of the authorisation of the third party; and

7. (7)

   a description of any arrangements established to ensure that the relevant persons are aware of the policies and procedures referred to in (2) and (4)(a), and a description of any arrangements relating to the monitoring, review and updating of those policies and procedures.

1The application referred to in SECN 10.2 must contain the following for each securitisation type for which the third party intends to provide STS compliance services:

1. (1)

   a description of the STS assessment methodology to be applied, including any procedures and methodology for the quality assurance of that assessment; and

2. (2)

   a template of the STS verification report to be provided to the originator, the sponsor or the SSPE.

1. (1)

   1A third party must allocate a unique reference number to each document it submits to the FCA as part of its application.

2. (2)

   A third party must include a substantiated explanation in its application for any requirement of this chapter considered non-applicable.

1The application referred to in SECN 10.2 must be accompanied by a letter signed by a member of the third party’s management body, confirming that:

1. (1)

   the submitted information is accurate and complete to the best of their knowledge, as of the date of the submission of the application; and

2. (2)

   the applicant is neither a regulated entity as defined in Article 2(4) of Directive 2002/87/EC, nor a credit rating agency as defined in Article 3(1)(b) of the CRA Regulation.