SUP 16.4 Annual controllers report
Application
This section applies to every firm except those firms excluded from its operation by SUP 16.1.1 R and SUP 16.1.3 R. 632
This section may be of relevance to a directive friendly society:
- (1)
if it has 10 members or less;
- (2)
if it has a delegate voting system and has 10 delegates or less; or
- (3)
if it has 20 members or less and effects or carries out group insurance contracts where one person may exercise one vote on behalf of the members of a group and one vote in their private capacity; or
where a member or delegate, whether alone or with any associate, is entitled to exercise, or control the exercise of, 10% or more of the total voting power.
Purpose
A firm and its controllers are required to notify certain changes in control (see7 SUP 11 (Controllers and close links)). The purpose of the rules and guidance in this section is:
7- (1)
to ensure that, in addition to such notifications, the FSA receives regular and comprehensive information about the identities of all of the controllers of a firm, which is relevant to a firm's continuing to satisfy the threshold conditions (see COND 2.3) and to the protection of consumers;
- (2)
to implement certain requirements relating to annual reporting of controllers which must be imposed on firms under the Investment Services Directive, the Banking Consolidation Directive, the Consolidated Life Directive7 and the Third Non-Life Directive; and
7 - (3)
to support the FSA's functions under Part XIIof the Act (Control over authorised persons) (see SUP 11 (Controllers and close links)).
Reporting requirement
- (1)
A firm must submit a report to the FSA annually, containing the information in (3) or (4) (as applicable).
- (2)
A firm must submit the report in (1) to the FSA within four months of the firm's accounting reference date.
- (3)
If a firm is not aware:
- (a)
that it has any controllers; or
- (b)
of any changes in the identity of its controllers since the submission of its previous report under (1); or
- (c)
of any changes in the percentage of shares or voting power in the firm held by any controllers (alone or with any associate) since the submission of its previous report;
then the report in (1) must confirm this.
- (a)
- (4)
Unless (3) applies, the report in (1) must contain a list of all the controllers as at the firm's accounting reference date of which it is aware and, for each such controller, state:
- (a)
its name;
- (b)
the percentage of voting power in the firm, or in the firm's parent undertaking, which it is entitled to exercise or control the exercise of, whether alone or with any associate;
- (c)
the percentage of shares in the firm, or in the firm's parent undertaking, which it holds, whether alone or with any associate;
- (d)
if the controller is a body corporate, its country of incorporation, address and registered number; and
- (e)
if the controller is an individual, his date and place of birth.
- (a)
- (4A)
5A firm that is a regulated entity must include in its report to the FSA under (1) whether any consolidation group of which it is a member is a third-country banking and investment group.
- (4B)
5A firm does not have to give notice to the FSA under (4A) if it, or another member of the third-country banking and investment group, has already given notice to the FSA of the relevant fact.
- (5)
In this section, 'associate' and 'shares' have the meanings given in the definition of controller.
The information required by SUP 16.4.5 R(4) may be provided in the form of a group organisation chart.
If a group includes more than one firm, a single annual controllers report may be submitted, and so satisfy the requirements of all firms in the group. Such a report should contain the information required from all of them, meet all relevant due dates, indicate all the firms on whose behalf it is submitted and give their FSA firm reference numbers. Nevertheless, the requirement to provide a report, and the responsibility for the report, remain with each firm in the group.1
A firm may submit a single report satisfying the requirements of its annual controllers report (SUP 16.4.5 R) and its annual close links report (SUP 16.5.4 R). Such a report should contain the information required on both controllers and close links.
Firms are reminded of the requirement in SUP 11.4.10 R to take reasonable steps to keep themselves informed about the identity of their controllers.
Exceptions: friendly societies and building societies
If a firm is a friendly society or a building society, then it is required to submit a report under SUP 16.4.5 R only if it is aware that it has a controller.4
3In SUP 16.4.5 R and SUP 16.4.10 R, a building society may regard a person as not being a controller if that person is exempt from the obligation to notify a change in control under The Financial Services and Markets Act 2000 (Controllers) (Exemption) (No.2) Order 2001 (SI 2001/3338) (see SUP 11.3.2A G (2)).