Related provisions for MCOB 2.7.3
1 - 20 of 59 items.
A reference in this chapter:(1) to a transaction or arrangement by a listed company includes a transaction or arrangement by its subsidiary undertaking; and(2) to a transaction or arrangement is, unless the contrary intention appears, a reference to the entering into of the agreement for the transaction or the entering into of the arrangement.
(1) A firm must not agree to:(a) deal in investments as agent for an insurance undertaking in connection with insurance mediation; or(b) act
as agent for an insurance undertaking for
the purpose of settling claims or handling premium refunds;
or(c) otherwise
receive money as agent of an insurance undertaking;unless:(d) it
has entered into a written agreement with the insurance
undertaking to that effect; and(e) it
is satisfied on reasonable grounds that the terms of the policies
A firm may
operate on the basis of an agency agreement as provided for by CASS 5.2.3 R for
some of its clients and with
protection provided by a client money trust
in accordance with CASS
5.3 or CASS
5.4 for other clients.
A firm may also operate on either
basis for the same client but
in relation to different transactions. A firm which
does so should be satisfied that its administrative systems and controls are
adequate and, in accordance with CASS 5.2.4 G, should ensure that
(1) Any agreement or arrangement with a party (other than a wholly owned subsidiary undertaking of the listed company):(a) under which a listed company agrees to discharge any liabilities for costs, expenses, commissions or losses incurred by or on behalf of that party, whether or not on a contingent basis;(b) which is exceptional; and(c) under which the maximum liability is either unlimited, or is equal to or exceeds an amount equal to 25% of the average of the listed company's
For the purposes of LR 10.2.4R (1), the FSA considers the following indemnities not to be exceptional:(1) those customarily given in connection with sale and purchase agreements;(2) those customarily given to underwriters or placing agents in an underwriting or placing agreement;(3) those given to advisers against liabilities to third parties arising out of providing advisory services; and(4) any other indemnity that is specifically permitted to be given to a director or auditor
The transferor will need to provide the FSA with the information that the Home State regulator requires from FSA. This information includes:(1) the transfer agreement or a draft, with:(a) the names and addresses of the transferor and transferee; and(b) the classes of insurance business and details of the nature of the risks or commitments to be transferred;(2) for the business to be transferred (both before and after reinsurance):(a) the amount of technical provisions;(b) the
If the transferor is an UK insurer and the business to be transferred includes business carried on from a branch in another EEA State, then the FSA has to consult the Host State regulator, who has 3 months to respond. The FSA will need to be given the information that the Host State regulator requires from it. This information should identify the parties to the transfer and include the transfer agreement or draft transfer agreement or a summary containing relevant information,
If the transferor is anUK insurer and the business to be transferred includes a long-term insurance contract (other than reinsurance) for which the state of the commitment is an EEA state other than the United Kingdom, then the FSA has to consult the Host State regulator. If the transferor is anUK insurer and the business to be transferred includes a general insurance contract (other than reinsurance) for which the state of the risk is an EEA state other than the United Kingdom,
(1) When a listed company enters into a joint venture it should consider how this chapter applies.(2) It is common, when entering into a joint venture, for the partners to include exit provisions in the terms of the agreement. These typically give each partner a combination of rights and obligations to either sell their own holding or to acquire their partner's holding should certain triggering events occur.(3) If the listed company does not retain sole discretion over the event
(1) Any power in this chapter to invest in transferable securities may be used for the purpose of entering into transactions to which this rule applies, subject to compliance with any restriction in the instrument constituting the scheme.(2) This rule applies to any agreement or understanding which:(a) is an underwriting or sub-underwriting agreement; or(b) contemplates that securities will or may be issued or subscribed for or acquired for the account of the authorised fund.(3)
Under section 23 of the Act (Contravention of the general prohibition), a person commits a criminal offence if he carries on activities in breach of the general prohibition in section 19 of the Act (The general prohibition) (see AUTH 1.2.2 G).. Although a person who commits the criminal offence is subject to a maximum of two years imprisonment and an unlimited fine, it is a defence for a person to show that he took all reasonable precautions and exercised all due diligence to
Another consequence of a breach of the general prohibition is that certain agreements could be unenforceable (see sections 26 to 29 of the Act). This applies to agreements entered into by persons who are in breach of the general prohibition. It also applies to any agreement entered into by an authorised person if the agreement is made as a result of the activities of a person who is in breach of the general prohibition.
(1) 1A firm must not appoint a person as its appointed representative until it has entered into a written agreement (a "multiple principal agreement") with every other principal the person may have; but this does not apply to the appointment of an introducer appointed representative nor does it require an agreement with another principal which has appointed a person as an introducer appointed representative.(2) A firm must not unreasonably decline to enter into a multiple principal
1
Multiple principal agreement
Matter |
Explanation |
|
1. |
Scope of appointment |
The scope of appointment given by each principal to the appointed representative. |
2. |
Complaints handling |
The identity of the principal which will be the point of contact for a complaint from a client (referred to as the "lead-principal" in SUP 12.4.5D G to SUP 12.4.5E G). |
An agreement that each principal will co-operate with each other principal in resolving a complaint from a client in relation to the appointed representative's conduct. |
||
The arrangements for complaints handling, including arrangements for resolving disputes between the principals in relation to their liability to a client in respect of a complaint and arrangements for dealing with referrals to the Financial Ombudsman Service. |
||
3. |
The arrangements for approving financial promotion. |
|
4. |
Control and monitoring |
The arrangements for the control and monitoring of the activities of the appointed representative (see in particular SUP 12.6.6 R (Regulated activities and investment services outside the scope of appointment) and SUP 12.6.7 G (Senior management responsibility for appointed representatives)). |
5. |
Approved person status |
The arrangements for making applications for approved person status (see SUP 10 (Approved persons)). |
6. |
Training and competence |
The arrangements for training and competence (see TC). |
7. |
Co-operation |
The arrangements for co-operation over any other issues which may arise from the multiple appointments, including issues which may damage the interests of clients dealing with the appointed representative and administrative issues. |
An agreement by each principal to take reasonable steps to ensure that it does not cause the appointed representative or any of its other principals to be in breach of their obligations to each other or under the regulatory system. |
||
8. |
Sharing information |
The arrangements for sharing information on matters relevant to the matters covered under the multiple principal agreement and each principal's obligations under SUP 12.6 (Continuing obligations of firms with appointed representatives). |
An agreement that each principal will notify each other principal of any information which is materially relevant to the multiple principal agreement. |
1One effect of the multiple principal agreement is to introduce a 'lead-principal' concept in relation to complaints handling for the benefit of the client. For example, where the client has been given advice by an appointed representative who has two principals, and the advice could have led to a transaction being arranged with either principal, the client will know that he may pursue his complaint with (but not necessarily against) one of the principals. Whether he later decides
Where a UK recognised body is to circulate any notice or other document proposing any amendment to its memorandum or articles of association (or other similar agreement or document relating to its constitution) to:(1) its shareholders (or any group or class of them); or(2) its members (or any group or class of them); or(3) any other group or class of persons which has the power to make that amendment or whose consent or approval is required before it may be made;that UK recognised
The purpose of REC 3.6.6 R is to ensure that the FSA is informed of changes to agreements which specify the arrangements by which a UK recognised body will be governed or by which important decisions will be taken within that body. It is not intended to cover any agreement by which someone is appointed to be a key individual or which covers the terms and conditions of service in such an appointment.
For any electronic communication with a customer in relation to a regulated mortgage contract, a firm should: (1) have in place appropriate arrangements, including contingency plans, to ensure the secure transmission and receipt of the communication; it should also be able to verify the authenticity and integrity of the communication together with the date and time sent and received; the arrangements should be proportionate and take into account the different levels of risk in
Without an explicit or implicit recommendation on the merits of buying or selling an investment, advice will not be covered by article 53 if it is advice on:(1) the likely meaning of uncertain provisions in an investment agreement; or(2) how to complete an application form; or(3) the value of investments for which there is no ready market; or(4) the effect of contractual terms and their commercial consequences; or(5) how to structure a transaction to comply with regulatory, competition
In this chapter (except where specifically provided to the contrary) a reference to a transaction by a listed company:(1) (subject to paragraphs (3),(4) and (5)) includes all agreements (including amendments to agreements) entered into by the listed company or its subsidiary undertakings;(2) includes the grant or acquisition of an option as if the option had been exercised except that, if exercise is solely at the listed company's or subsidiary undertaking's discretion, the transaction
In addition to the documents set out in LR 3.4.4 R that must be submitted to the FSA before midday two business days prior to the consideration of the application for admission, either of the following documents must be submitted at the same time:(1) a copy of the executed deposit agreement; or(2) a final draft of the deposit agreement together with confirmation from the issuer that a copy of the executed deposit agreement will be submitted to the FSA as soon as possible after
A listed company must, in relation to a class 1 transaction:(1) comply with the requirements of LR 10.4 (Class 2 requirements) for the transaction;(2) send an explanatory circular to its shareholders and obtain their prior approval in a general meeting for the transaction; and(3) ensure that any agreement effecting the transaction is conditional on that approval being obtained.Note: LR 13 sets out requirements for the content and approval of class 1 circulars.
Where a UK recognised body makes an offer or agrees to delegate any of its relevant functions to another person, it must immediately give the FSA notice of that event, and:(1) inform the FSA of the reasons for that delegation or proposed delegation;(2) inform the FSA of the reasons why it is satisfied that it will continue to meet the recognition requirements following that delegation;(3) where it makes such an offer by issuing a written invitation to tender to another body or