SUP 11.9 Changes in close links
Requirement to notify changes in close links1
- (1)
A firm must notify the FCA that it has become or ceased to be closely linked with any person and ensure the following:4
54- (a)
where a firm has elected to report changes in close links on a monthly basis under SUP 11.9.5A R, the notification must be made in line with SUP 11.9.3BA R; and4
- (b)
in any other case, the notification must be made by completing the Close Links Notification Form (see SUP 11.9.3B G) and must include the information in SUP 11.9.3D G.4
- (a)
- (2)
If a group includes more than one firm, a single close links notification may be made by completing the Close Links Notification Form 4or the Close Links Monthly Report (as applicable)and so satisfy the notification requirement for all firms in the group. Nevertheless, the requirement to notify, and the responsibility for notifying, remains with each firm in the group.
Guidance on what constitutes a close link is provided in COND 2.3.
2A firm may elect not to include the following close links in the notification submitted under SUP 11.9.1A R, SUP 11.9.1B R, SUP 11.9.5A R, SUP 11.9.5B R3 or SUP 16.5:
3- (1)
shares held in its capacity as custodian provided it can only exercise any voting rights attached to such shares under instructions given in writing or by electronic means;
- (2)
shares held in its capacity as collateral taker under a collateral transaction which involves the outright transfer of securities provided it does not declare any intention of exercising (and does not exercise) the voting rights attaching to such shares.
6The FCA may ask the firm for additional information following a notification under SUP 11.9.1A R in order to satisfy itself that the firm continues to satisfy the threshold conditions (see SUP 2: Information gathering by the FCA and PRA on their own initiative).
Form of notification and method of submission3
6The Close Links Notification Form approved by the FCA for notifications under SUP 11.9.1A R, SUP 11.9.5A R may be found at the FCA website.4The Close Links Notification Form approved by the FCA for notifications under SUP 11.9.1AR (1)(b) may be found at the FCA website.4
54The notification under SUP 11.9.1AR (1)(a) must be made electronically by completing the Close Links Monthly Report and submitting it through the relevant platform provided by the FCA.
4The Close Links Monthly Report must contain the information specified in SUP 16 Annex 35AR.
- (1) 3
The notification in SUP 11.9.1AR (1)(b) and SUP 11.9.1BR (1)(b) should contain a list of all persons with whom the firm is aware that it has close links, at the time the notification is made, and, for each such person, state:
- (a)
its name;
- (b)
the nature of the close links;
- (c)
if the close links are with a body corporate, its country of incorporation, address and registered number; and
- (d)
if the close links are with an individual, their date and place of birth.
- (a)
- (2)
Timing of notification requirement1
6The firm must make a notification to the FCA under SUP 11.9.1A R:
- (1)
as soon as reasonably practicable and no later than one month after it becomes aware that it has become or ceased to be closely linked with any person; or
- (2)
where a firm has elected to report on a monthly basis, within fifteen business days of the end of each month by completing 4the Close Links Monthly Report for that month and must submit the group organisation chart on a quarterly basis unless there have been no changes since the submission of the previous organisation chart to the FCA, in which case the group organisation chart is not required.
5
Electing to notify changes in close links monthly1
- (1)
A firm elects to report changes in close links on a monthly basis by sending a written notice of election to the firm's usual supervisory contact at the FCA.
- (2)
An election to report changes in close links on a monthly basis will stand until such time as the firm gives its usual supervisory contact at the FCA at least one month's written notice of its intention to cease reporting changes in close links on a monthly basis.