SUP 10C.5A FCA governing functions: Oversight

1. (1)

   1As explained in SUP 10C.7.4G, the FCA does not expect a non-executive director ever to perform the other overall responsibility function.

2. (2)

   Therefore, a non-executive director will not need to be approved to perform any FCA-designated senior management function unless they perform one of the FCA-designated senior management functions set out in this section.

1. (1)

   1This section says that being the chair of certain committees is an FCA-designated senior management function.

2. (2)

   If a firm is not otherwise required to have one of the committees described in this section but chooses to set one up anyway:

   1. (a)

      being the chair of that committee is still an FCA-designated senior management function; and

   2. (b)

      this is the case even if the firm is not subject to any requirements of the regulatory system about the matters dealt with by the committee.

3. (3)

   So for example being the chair of the firm’s nomination committee is an FCA-designated senior management function even if the firm:

   1. (a)

      is not required to have a nomination committee by SYSC 4.3A.8R or some other requirement of the regulatory system; and

   2. (b)

      is not subject to any requirements of the regulatory system dealing with nominations to the firm’s governing body or the other matters covered by SYSC 4.3A.9R.

4. (4)

   However, nothing in SUP 10C requires a firm to set up one of the committees mentioned in this section if the firm is not required to have that committee by a rule elsewhere in the FCA Handbook or by some other requirement of the regulatory system.

5. (5)

   So for example if a firm is not otherwise required to have a nomination committee nothing in this section requires it to set one up.

6. (6)

   If a firm:

   1. (a)

      is not otherwise required to have one of the committees described in this section;

   2. (b)

      chooses to set it up anyway; and

   3. (c)

      gets approval for the chair of the committee to perform the applicable FCA-designated senior management function;

   then:

   1. (d)

      the firm is free to scrap that committee later; and

   2. (e)

      if it does so, the chair will cease to perform that FCA-designated senior management function.

1See SYSC 4.3A (Management body and nomination committee) for material about nomination committees.