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    2023-09-29

SUP 15.16 Notification of changes in the management body

Application

SUP 15.16.1R

1This section applies to a firm that meets the following conditions:

  1. (1)

    it is:

    1. (a)

      a MiFID investment firm; or

    2. (b)

      a MiFID optional exemption firm;

  2. (2)

    it is an SMCR firm;

  3. (3)

    it is an FCA-authorised person; and

  4. (4)

    it is a UK domestic firm.

Purpose

SUP 15.16.2G

1The purpose of this section is to:

  1. (1)

    to set out material related to the requirement in Part 1 (FCA) of2 the MiFID authorisation and management body change notification ITS for a MiFID investment firm to notify the FCA of changes to its management body;

  2. (2)

    apply those requirements to MiFID optional exemption firms; and

  3. (3)

    give guidance to firms about notifying the FCA of inadequacies in their management body.

SUP 15.16.3G

1Article 5 of Part 1 (FCA) of2 the MiFID authorisation and management body change notification ITS says that a MiFID investment firm should:

  1. (1)

    notify the FCA of any change to the membership of its management body:

    1. (a)

      before such change takes effect; or

    2. (b)

      within 10 business days after the change if, for substantiated reasons, it is not possible to make the notification before that change takes effect; and

  2. (2)

    make the notification using the template in Part 1 of2 Annex III of the MiFID authorisation and management body change notification ITS.

Supplemental requirement for MiFID investment firms

SUP 15.16.4R

1Where:

  1. (1)

    a person becomes a member of the management body of a MiFID investment firm; and

  2. (2)

    the firm must notify that change to the FCA under Part 1 (FCA) of2 Annex III of the MiFID authorisation and management body change notification ITS;

the firm must (subject to SUP 15.16.6R) complete and submit to the FCA the form titled “Notification Procedures for Changes to the Management Body for Non-SMF Directors” (SUP 15 Annex 14R) as part of the notification referred to in (2).

Requirement for MiFID optional exemption firms

SUP 15.16.5R

1A MiFID optional exemption firm must (subject to SUP 15.16.6R) comply with article 5 of Part 1 (FCA) of2 the MiFID authorisation and management body change notification ITS and SUP 15.16.4R as if it were a MiFID investment firm.

Exclusion where also performing a controlled function

SUP 15.16.6R

1SUP 15.16.4R and SUP 15.16.5R do not apply if the person who has or will join or leave the management body of the firm performs a governing function in relation to the firm in their role as a member of the management body.

SUP 15.16.7G

1The reason for SUP 15.16.6R is that the firm will already be required to inform the FCA of the change by making an application or giving a notice to the FCA under SUP 10C (FCA senior managers regime for approved persons in SMCR firms).

Method of submission

SUP 15.16.8R
  1. (1)

    1A firm must make a notification:

    1. (a)

      under SUP 15.16.4R or SUP 15.16.5R; or

    2. (b)

      of a change in its management body under the template in Part 1 (FCA) of2 Annex III of the MiFID authorisation and management body change notification ITS;

    by submitting the notification online at fca.org.uk using the FCA’s and PRA’s online notification and application system.

  2. (2)

    A firm must use the version of the notification form made available for these purposes on the electronic system referred to in (1), which is based on the version found:

    1. (a)

      in SUP 15 Annex 14R (in the case of the Notification Procedures for Changes to the Management Body for Non-SMF Directors form); or

    2. (b)

      at https://www.fca.org.uk/publication/forms/mifid-changes-management-body-form.docx (in the case of the form in Annex III of the MiFID authorisation and management body change notification ITS).

SUP 15.16.9R
  1. (1)

    1If the information technology systems used by the FCA fail and online submission is unavailable for 24 hours or more, a firm must make a notification referred to in SUP 15.16.8R(1)(a) or (b) in the way set out in SUP 15.7.4R to SUP 15.7.9G (Form and method of notification) until such time as facilities for online submission are restored.

  2. (2)

    When this rule applies, a firm must use the version of the notification form set out in the places listed in SUP 15.16.8R(2).

SUP 15.16.10G

1If the information technology systems used by the FCA fail and online submission is unavailable for 24 hours or more, the FCA will endeavour to publish a notice on its website confirming that:

  1. (1)

    online submission is unavailable; and

  2. (2)

    the alternative methods of submission in SUP 15.16.9R apply.

SUP 15.16.11G

1Where SUP 15.16.9R applies to a firm, GEN 1.3.2R (Emergency) does not apply.

Notification of inadequacies in the management body

SUP 15.16.12G

1A firm should notify the FCA under Principle 11, SUP 10C (in the case of a notification about an SMF manager) and SUP 15.3 (General notification requirements):

  1. (1)

    if the firm concludes that a member of its management body is not suitable individually;

  2. (2)

    if the firm concludes that its management body is not suitable collectively;

  3. (3)

    of what measures the firm proposes to take or has taken in relation to the matters in (1) or (2).