Related provisions for PERG 7.7.5

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REC 5.2.1GRP
An applicant for recognised body status needs to demonstrate to the FSA that it is able to meet the recognition requirements and in the case of a UK RIE, the MiFID implementing requirements1before a recognition order can be made. Once it has been recognised, a recognised body has to comply with the recognition requirements and in the case of a UK RIE, the MiFID implementing requirements1at all times. (Guidance on the recognition requirements applicable to UK recognised bodies
REC 5.2.1AGRP
In addition, under section 290A of the Act (Refusal of recognition on ground of excessive regulatory provision), the FSA must refuse to make a recognition order in relation to a body applying for recognition as a UK RIE or UK RCH if it appears to the FSA that an existing or proposed regulatory provision of the applicant in connection with the applicant's business as an investment exchange or the provision by the applicant of clearing services imposes, or will impose, an excessive
REC 5.2.2GRP
(1) There is no standard application form. A prospective applicant should contact the Markets Division at the FSA at an early stage for advice on the preparation, scheduling and practical aspects of its application.(2) It is very important, if an application is to be processed smoothly and in a reasonable time, that it is comprehensively prepared and based on a well-developed and clear proposal.
REC 5.2.3GRP
An application should:(1) be made in accordance with any directions the FSA may make under section 287 (Application by an investment exchange) or section 288 (Application by a clearing house) of the Act;(2) be accompanied by the applicant's regulatory provisions and in the case of an application under section 287 of the Act information required pursuant to sub-sections 287(3)(c), (d) and (e) of the Act (see REC 5.2.3A G) 1(the material specifically prescribed in section 287 or
REC 5.2.5GRP
A prospective applicant who is an authorised person may wish to consult the FSA about the extent to which information which it has already supplied in connection with its status as an authorised person can be used to support an application to become a UK recognised body.
REC 5.2.6GRP
Under section 289 of the Act (Applications: supplementary), the FSA may require the applicant to provide additional information, and may require the applicant to verify any information in any manner. In view of their likely importance for any application, the FSA will normally wish to arrange for its own inspection of an applicant's information technology systems.
REC 5.2.6AGRP
1In the case of an application to become a UK RIE, under subsection 290(1B) of the Act, the application must be determined by the FSA before the end of the period of six months beginning with the date on which it receives the completed application.
REC 5.2.7GRP
At any time after making a formal application, the applicant may make amendments to its rules, guidance or any other part of its application submitted to the FSA. Any amendments or additional information are likely to be forwarded by the FSA to the Director General of Fair Trading and the Treasury under section 303 of the Act (Initial report by Director) (see REC 5.1.5 G).
REC 5.2.8GRP
(1) The FSA will keep the applicant informed of the progress of the application.(2) It may be necessary to ask the applicant to clarify or amplify some aspects of its proposals. The FSA may wish to discuss various aspects of the application and may invite the applicant to attend one or more meetings for that purpose. When requested to do so, the FSA will explain the nature of the information which it has asked an applicant to supply in connection with its application.
REC 5.2.12GRP
Where the FSA considers that it is unlikely to make a recognition order, or to seek the Treasury's approval, it will discuss its concerns with the applicant as early as possible with a view to enabling the applicant to make changes to its rules or guidance, or other parts of the application (see REC 5.2.7 G). If the FSA decides that it will not make a recognition order, it will follow the procedure set out in section 298 of the Act (Directions and revocation: procedure) and described
REC 5.2.14GRP

Information and supporting documentation (see REC 5.2.4 G).

(1)

Details of the applicant's constitution, structure and ownership, including its memorandum and articles of association (or similar or analogous documents ) and any agreements between the applicant, its owners or other persons relating to its constitution or governance (if not contained in the information listed in REC 5.2.3A G)1.

(2)

Details of all business to be conducted by the applicant, whether or not a regulated activity (if not contained in the information listed in REC 5.2.3A G)1.

(3)

Details of the facilities which the applicant plans to operate, including details of the trading platform, settlement arrangements, clearing services and custody services which it plans to supply.

(4)

Copies of the last three annual reports and accounts and, for the current financial year, quarterly management accounts.

(5)

Details of its business plan for the first three years of operation as a UK recognised body (if not contained in the information listed in REC 5.2.3A G)1.

(6)

A full organisation chart and a list of the posts to be held by key individuals (with details of the duties and responsibilities) and the names of the persons proposed for these appointments when these names are available (if not contained in the information listed in REC 5.2.3A G)1.

(7)

Details of its auditors, bankers, solicitors and any persons providing corporate finance advice or similar services (such as reporting accountants) to the applicant.

(8)

Details of any relevant functions to be outsourced or delegated, with copies of relevant agreements.

(9)

Details of information technology systems and of arrangements for their supply, management, maintenance and upgrading, and security.

(10)

Details of all plans to minimise disruption to operation of its facilities in the event of the failure of its information technology systems.

(11)

Details of internal systems for financial control, arrangements for risk management and insurance arrangements to cover operational and other risks.

(12)

Details of its arrangements for managing any counterparty risks, including details of margining systems, guarantee funds and insurance arrangements.

(13)

Details of internal arrangements to safeguard confidential or privileged information and for handling conflicts of interest.

(14)

Details of arrangements for complying with the notification rules and other requirements to supply information to the FSA.

(15)

Details of the arrangements to be made for monitoring and enforcing compliance with its rules and with its clearing, settlement and default arrangements.

(16)

A summary of the legal due diligence carried out in relation to ascertaining the enforceability of its rules (including default rules)and arrangements for margin against any of its members based outside the United Kingdom, and the results and conclusions reached.

(17)

Details of the procedures to be followed for declaring a member in default, and for taking action after that event to close out positions, protect the interests of other members and enforce its default rules.

(18)

Details of membership selection criteria, rules and procedures.

(19)

Details of arrangements for recording transactions effected by, or cleared through, its facilities.

(20)

Details of arrangements for detecting financial crime and market abuse , including arrangements for complying with money laundering law.

(21)

Details of criteria, rules and arrangements for selecting specified investments to be admitted to trading on (or cleared by) an RIE, or to be cleared by an RCH and, where relevant, details of how information regarding specified investments will be disseminated to users of its facilities.

(22)

Details of arrangements for cooperating with the FSA and other appropriate authorities, including draft memoranda of understanding or letters.

(23)

Details of the procedures and arrangements for making and amending rules, including arrangements for consulting on rule changes.

(24)

Details of disciplinary and appeal procedures, and of the arrangements for investigating complaints.
SUP 16.3.8RRP
A written report must be:(1) given to or addressed for the attention of the firm's usual supervisory contact at the FSA; and(2) delivered to the FSA by one of the methods listed in SUP 16.3.9 R.
SUP 16.3.9RRP

Method of submission of reports (see SUP 16.3.8 R)

78

Method of delivery

1.

Post to the published address of the FSA for postal submission of reports

2.

Leaving the report at the published address of the FSA for hand delivery of reports and obtaining a dated receipt

3.

Electronic mail to an address for the firm's usual supervisory contact at the FSA and obtaining an electronic confirmation of receipt

4.

Hand delivery to the firm's usual supervisory contact at the FSA and obtaining a dated receipt

5.

Fax to the number notified by the firm's usual supervisory contact at the FSA, and receiving a successful transmission report for all pages of the report.72

6.

Online submission via the FSA's website at www.fsa.gov.uk8

137.

Electronic submission via the Early Reporting System available from or through the FSA's website.13
SUP 16.3.10GRP
  1. (1)

    The current published address of the FSA for postal submission of reports is:

    The Financial ServicesAuthority

    PO BOX 35747

    London E14 5WP

  2. (2)

    The current published address of the FSA for hand delivery of reports is:

    1. (a)

      The Financial ServicesAuthority

      25 The North Colonnade

      Canary Wharf

      London E14 5HS

      if the firm's usual supervisory contact at the FSA is based in London, or:

    2. (b)

      The Financial ServicesAuthority

      Quayside House

      127 Fountainbridge

      Edinburgh EH3 8DJ

      if the firm's usual supervisory contact at the FSA is based in Edinburgh.2

SUP 16.3.11RRP
A firm must submit reports required under this chapter to the FSA containing all the information required.
SUP 16.3.12GRP
SUP 15.6 refers to and contains requirements regarding the steps that firms must take to ensure that information provided to the FSA is accurate and complete. Those requirements apply to reports required to be submitted under this chapter.
SUP 16.3.13RRP
(1) A firm must submit a report required by this chapter in the frequency, and so as to be received by the FSA no later than the due date, specified for that report.(2) If the due date for submission of a report required by this chapter falls on a day which is not a business day, the report must be submitted so as to be received by the FSA no later than the first business day after the due date. (3) If the due date for submission of a report required by this chapter is a set
SUP 16.3.14AGRP
9Failure to submit a report in accordance with the rules in, or referred to in,12 this chapter or the provisions of relevant legislation12 may also lead to the imposition of a financial penalty and other disciplinary sanctions (seeDEPP 6.6.1 G-DEPP 6.6.5 G16). A firm may be subject to reporting requirements under relevant legislation other than the Act, not referred to in this chapter. An example of this is reporting to the FSA by building societies under those parts of the Building
SUP 16.3.15GRP
The FSA may from time to time send reminders to firms when reports are overdue. Firms should not, however, assume that the FSA has received a report merely because they have not received a reminder.1
SUP 16.3.16GRP
The firm is responsible for ensuring delivery of the required report at the FSA's offices by the due date. If a report is received by the FSA after the due date and the firm believes its delivery arrangements were adequate, it may be required to provide proof of those arrangements. Examples of such proof would be:(1) "proof of posting" receipts from a UK post office or overseas equivalent which demonstrates that the report was posted early enough to allow delivery by the due
SUP 16.3.17RRP
(1) A firm must notify the FSA if it changes its accounting reference date.(2) When a firm extends its accounting period, it must make the notification in (1) before the previous accounting reference date.(3) When a firm shortens its accounting period, it must make the notification in (1) before the new accounting reference date.4(4) SUP 16.10.4A R to SUP 16.10.4C G (Method of reporting Requirement to check the accuracy of standing data and to report changes to the FSA changes
SUP 16.3.18GRP
SUP 16.2.1 G emphasises the importance to the FSA of timely and accurate information. The extension of a firm's accounting period to more than 15 months may hinder the timely provision of relevant and important information to the FSA. This is because many due dates for reporting to the FSA are linked to firms'accounting reference dates. Indeed, for some categories of firm, the only reports required by the FSA have due dates for submission which are linked to the firm's accounting
SUP 16.3.19GRP
If more than one firm in a group intends to change its accounting reference date at the same time, a single notification may be given to the FSA, as described in SUP 15.7.8 G.
SUP 16.3.22GRP
The Financial Services and Markets Act 2000 (Service of Notices) Regulations 2001 (SI 2001/1420) contain provisions relating to the service of documents on the FSA. They do not apply to reports required under SUP 16, because of the specific rules in this section.
SUP 16.3.23GRP
When the FSA receives a report which contains confidential information and whose submission is required under this chapter, it is obliged under Part XXIIIof the Act (Public Record, Disclosure of Information and Co-operation) to treat that information as confidential. (See SUP 2.2.4 G)
SUP 16.3.24GRP
SUP 2.3.12 G states that the FSA may pass to other regulators information which it has in its possession. Such information includes information contained in reports submitted under this chapter. The FSA's disclosure of information to other regulators is subject to SUP 2.2.4 G (Confidentiality of information).
SUP 15.7.2GRP
A firm should have regard to the urgency and significance of a matter and, if appropriate, should also notify its usual supervisory contact at the FSA by telephone or by other prompt means of communication, before submitting a written notification. Oral notifications should be given directly to the firm's usual supervisory contact An oral notification left with another person or left on a voicemail or other automatic messaging service is unlikely to have been given appropria
SUP 15.7.3GRP
The FSA is entitled to rely on any information it receives from a firm and to consider any notification received as being made by a person authorised by the firm to do so. A firm should therefore consider whether it needs to put procedures in place to ensure that only appropriate employees make notifications to the FSA on its behalf.
SUP 15.7.4RRP
Unless stated in the notification rule, or on the relevant form (if specified), a written notification required from a firm under any notification rule must be:2(1) given to or addressed for the attention of the firm's usual supervisory contact at the FSA; and(2) delivered to the FSA by one of the methods in :
SUP 15.7.7GRP
If the firm or its group is subject to lead supervision arrangements by the FSA, the firm or group may give or address a notice under SUP 15.7.4 R(1) to the supervisory contact at the FSA, designated as lead supervisor, if the firm has chosen to make use of the lead supervisor as a central point of contact (see SUP 1.5).
SUP 15.7.8GRP
If a firm is a member of a group which includes more than one firm, any one undertaking in the group may notify the FSA on behalf of all firms in the group to which the notification applies. In this way, that undertaking may satisfy the obligation of all relevant firms in the group to notify the FSA. Nevertheless, the obligation to make the notification remains the responsibility of the individual firm itself. See also SUP 15.7.3 G.
SUP 15.7.9GRP
Firms wishing to communicate with the FSA by electronic mail or fax should obtain the appropriate address or number from the FSA
SUP 15.7.10RRP
If a notification rule requires notification within a specified period:(1) the firm must give the notification so as to be received by the FSAno later than the end of that period; and (2) if the end of that period falls on a day which is not a business day, the notification must be given so as to be received by the FSA no later than the first business day after the end of that period.
SUP 15.7.14GRP
The FSA has made arrangements with the Society of Lloyd's with respect to the monitoring of underwriting agents. Underwriting agents should check whether these arrangements provide for any notifications required under this chapter to be sent to the Society instead of to the FSA. [For further details see the FSA website.]
SUP 15.7.16GRP
The Financial Services and Markets Act 2000 (Service of Notices) Regulations 2001 (SI 2001/1420) contain provisions relating to the service of documents on the FSA. They do not apply to notifications required under notification rules because of the specific rules in this section.
SUP 13.6.16GRP
7UK firms may wish to use the standard form available from the Passport Notifications Unit (see SUP 13.12 (Sources of further information)) to give the notices to the FSA described in SUP 13.6.5 G (1), SUP 13.6.5B G, SUP 13.6.7 G (1), SUP 13.6.8 G and SUP 13.6.10 G (1).
SUP 13.6.17GRP
7When the FSA receives a notice from a UK MiFID investment firm (see SUP 13.6.5BG (1)), it is required by regulation 11A(3) to inform the relevant Host State regulator of the proposed change as soon as reasonably practicable. The firm in question may make the change once the period of one month beginning with the day on which it gave notice has elapsed.
SUP 5.3.1GRP
The appointment of a skilled person to produce a report under section 166 of the Act (Reports by skilled persons) is one of the FSA's regulatory tools. The tool may be used:(1) for diagnostic purposes, to identify, assess and measure risks; (2) for monitoring purposes, to track the development of identified risks, wherever these arise;(3) in the context of preventative action, to limit or reduce identified risks and so prevent them from crystallising or increasing; and (4) for
SUP 5.3.2GRP
The decision to require a report by a skilled person will normally be prompted by a specific requirement for information, analysis of information, assessment of a situation,4 expert advice or recommendations or by a decision to seek assurance in relation to a regulatory return4. It may4 be part of the risk mitigation programme applicable to a firm, or the result of an event or development relating or relevant to a firm, prompted by a need for verification of information provided
SUP 5.3.3GRP
When making the decision to require a report by a skilled person, the FSA will have regard, on a case-by-case basis, to all relevant factors. Those are likely to include:(1) circumstances relating to the firm;(2) alternative tools available, including other statutory powers;(3) legal and procedural considerations;(4) the objectives of the FSA's enquiries;(5) cost considerations; and(6) considerations relating to FSA resources.SUP 5.3.4 G to SUP 5.3.10 G give further guidance
SUP 5.3.4GRP
The FSA will have regard to circumstances relating to the firm, for example:(1) attitude of the firm: whether the firm is being cooperative;(2) history of similar issues: whether similar issues have arisen in the past and, if so, whether timely corrective action was taken;(3) quality of a firm's systems and records: whether the FSA has confidence that the firm has the ability to provide the required information;(4) objectivity: whether the FSA has confidence in the firm's willingness
SUP 5.3.5GRP
The FSA will have regard to alternative tools that may be available, including for example:(1) obtaining what is required without using specific statutory powers (for example, by a visit by FSA staff or a request for information on an informal basis); (2) requiring information from firms and others, including authorising an agent to require information, under section 165 of the Act (Authority's power to require information);(3) appointing investigators to carry out general investigations
SUP 5.3.6GRP
The FSA will have regard to legal and procedural considerations including:(1) statutory powers: whether one of the other available statutory powers is more appropriate for the purpose than the power in section 166 of the Act (Reports by skilled persons);(2) subsequent proceedings: whether it is desirable to obtain an authoritative and independent report for use in any subsequent proceedings; and(3) application of the Handbookrules: whether it is important that the relevant rules
SUP 5.3.7GRP
The FSA will have regard to the objectives of its enquiries, and the relative effectiveness of its available powers to achieve those objectives. For example:(1) historic information or evidence: if the objectives are limited to gathering historic information, or evidence for determining whether enforcement action may be appropriate, the FSA's information gathering and investigation powers under sections 165 (Authority's power to require information), 167 (Appointment of persons
SUP 5.3.8GRP
In accordance with its general policy the FSA will have regard to the question of cost, which is particularly pertinent in relation to skilled persons because:(1) if the FSA uses the section 166 power (Reports by skilled persons) the firm will appoint, and will have to pay for the services of, the skilled person;(2) if the FSA uses its other information gathering and investigation powers, it will either authorise or appoint its own staff to undertake the information gathering
SUP 5.3.9GRP
In having regard to the cost implications of using the section 166 power (Reports by skilled persons) alternative options (such as visits) or other powers, the FSA will take into account relevant factors, including:(1) whether the firm may derive some benefit from the work carried out and recommendations made by the skilled person, for instance a better understanding of its business and its risk profile, or the operation of its information systems, or improvements to its systems
SUP 5.3.10GRP
The FSA will have regard to FSA-related considerations including:(1) FSA expertise: whether the FSA has the necessary expertise; and(2) FSA resources: whether the resources required to produce a report or to make enquiries are available within the FSA, or whether the exercise will be the best use of the FSA's resources at the time.
SUP 5.4.1GRP
The FSA will send a notice in writing requiring the person in SUP 5.2.1 G to provide a report by a skilled person on any matter if it is reasonably required in connection with the exercise of its functions conferred by or under the Act. The FSA may require the report to be in whatever form it specifies in the notice (SUP 5 Annex 2 summarises the appointment and reporting processes).
SUP 5.4.2GRP
As part of the decision making process the FSA will normally contact the person in SUP 5.2.1 G to discuss its needs before finalising its decision to require a report by a skilled person. This will provide an opportunity for discussion about the appointment, whether an alternative means of obtaining the information would be better, what the scope of a report should be, who should be appointed, and the likely cost.
SUP 5.4.3GRP
The FSA will give written notification to the person in SUP 5.2.1 G of the purpose of the report, its scope, the timetable for completion and any other relevant matters. The FSA will state the matters which the report is to contain as well as any requirements as to the report's format. For example, a report on controls may be required to address key risks, key controls and the control environment. The FSA attaches importance to there being a timetable for each report and to
SUP 5.4.4GRP
The written notification in SUP 5.4.3 G may be preceded or followed by a discussion of the FSA's requirements and the reasons for them. This may involve the FSA, the person in SUP 5.2.1 G and the person who has been, or is expected to be, appointed as the skilled person. The FSA recognises that there will normally be value in holding discussions involving the skilled person at this stage. These discussions may include others if appropriate.
SUP 5.4.5GRP
The FSA will wish to conduct the discussion with the firm, its skilled person and any others within a timescale appropriate to the circumstances of the case.
SUP 5.4.7GRP
A skilled person must appear to the FSA to have the skills necessary to make a report on the matter concerned . A skilled person may be an accountant, lawyer, actuary or person with relevant business, technical or technological skills.
SUP 5.4.8GRP
When considering whether to nominate or approve a skilled person to make a report, the FSA will have regard to the circumstances of the case, including whether the proposed skilledperson appears to have:(1) the skills necessary to make a report on the matter concerned;(2) the ability to complete the report within the time expected by the FSA;(3) any relevant specialised knowledge, for instance of the person in SUP 5.2.1 G, the type of business carried on by the person in SUP 5.2.1
SUP 5.4.9GRP
In appropriate circumstances, it may be cost effective for the FSA to nominate or approve the appointment of a skilled person who has previously acted for, or advised, the person in SUP 5.2.1 G. For example, the FSA may nominate, or approve the appointment of, the auditor of a person in SUP 5.2.1 G to prepare a report taking into account, where relevant, the considerations set out in SUP 5.4.7 G.
SUP 5.4.10GRP
The FSA will normally require the person in SUP 5.2.1 G to appoint the skilled person to report to the FSA through that person. In the normal course of events the FSA expects that the person in SUP 5.2.1 G will be given the opportunity to provide written comments on the report prior to its submission to the FSA (SUP 5 Annex 2 summarises the reporting process).
SUP 5.4.11GRP
The FSA may enter into a dialogue with the skilled person, and is ready to discuss matters relevant to the report with him, during the preparation of the report . Such discussions will normally involve or be through the person in SUP 5.2.1 G.
SUP 5.4.12GRP
The FSA will normally specify a time limit within which it expects the skilled person to deliver the report. The skilled person should, in complying with its contractual duty under SUP 5.5.1 R, take reasonable steps to achieve delivery by that time. If the skilled person becomes aware that the report may not be delivered on time, he should inform the FSA and the person in SUP 5.2.1 G as soon as possible. If the skilled person becomes aware that there may be difficulties delivering
FEES 4.4.1RRP
A firm (other than the Society ) must notify to the FSA the value (as at the valuation date specified in Part 3 of FEES 4 Annex 1) of each element of business on which the periodic fee payable by the firm is to be calculated.
FEES 4.4.2RRP
A firm (other than the Society) must send to the FSA in writing the information required under FEES 4.4.1 R as soon as reasonably practicable, and in any event within two months, after the date specified as the valuation date in Part 3 of FEES 4 Annex 1 (or FEES 4.2.7B R where applicable).2
FEES 4.4.4GRP
In most cases a firm will provide the information required by this section as part of its compliance with the provisions of SUP. To the extent that the FSA does not obtain sufficient, or sufficiently detailed, information it may seek this by using its general information gathering powers (see SUP 2 (Information gathering by the FSA on its own initiative)).
FEES 4.4.7DRP
3An authorised payment institution, the Post Office Limited, government departments and local authorities or an EEA authorised payment institution must notify to the FSA the value (as at the valuation date specified in Part 4 of FEES 4 Annex 11) of each element of business on which the periodic fee payable by the firm is to be calculated, including any payment services carried on by its agents from an establishment in the United Kingdom.
FEES 4.4.8DRP
3An authorised payment institution, the Post Office Limited, government departments and local authorities or an EEA authorised payment institution must send to the FSA in writing the information required under FEES 4.4.7 D as soon as reasonably practicable, and in any event within two months, after the date specified as the valuation date in Part 4 of FEES 4 Annex 11.
FEES 4.4.9DRP
3To the extent that an authorised payment institution or an EEA authorised payment institution has provided the information required by FEES 4.4.7 D to the FSA as part of its compliance with another provision of the Handbook, it is deemed to have complied with the provisions of this section.
FEES 3.2.1RRP
A person in column (1) of the table in FEES 3.2.7 R as the relevant fee payer for a particular activity must pay to the FSA a fee for each application or request for vetting, or request for support relating to compatibility of its systems with FSA systems,7 or admission approval made, or notification or notice of exercise of a Treaty right given, or other matter 9as is applicable to it, as set out or calculated in accordance with the provisions referred to in column (2) of that
FEES 3.2.4GRP
The FSA expects that a person seeking to become a recognised body or a designated professional body or to be added to the list of designated investment exchanges or accredited bodies 15will generally pay their respective fees by electronic credit transfer.
FEES 3.2.5GRP
(1) (2) With the exception of persons seeking to become a designated professional body, all applications, notifications, requests for vetting or admission approval will be treated as incomplete until the relevant fee is fully paid and the FSA will not consider an application, notification, request for vetting or admission approval until the relevant fee is fully paid. Persons seeking to become a designated professional body have 30 days after the designation order is made to
FEES 3.2.7RRP

Table of application, notification and vetting fees

(1) Fee payer

(2) Fee payable

Due date

(a) Any applicant for Part IV permission (including an incoming firm applying for top-up permission)

(1) Unless (2) applies, in1 respect of a particular application, the highest of the tariffs set out in FEES 3 Annex 1 part 11 which apply to that application.

(2) In respect of a particular application which is:

(i) a straightforward or moderately complex case for the purposes of FEES 3 Annex 1 part 1, and

(ii) only involves a simple change of legal status as set out in FEES 3 Annex 1 part 6,

the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 1 part 11

1

On or before the application is made

(b) Any Treaty firm that wishes to exercise a Treaty right to qualify for authorisation under Schedule 4 to the Act (Treaty rights) in respect of regulated activities for which it does not have an EEA right, except for a firm providing cross border services only4

(1) Where no certificate has been issued under paragraph 3(4) of Schedule 4 to the Act the fee payable is, in respect of a particular exercise, set out in FEES 3 Annex 1, part 4

(2) Where a certificate in (i) has been issued no fee is payable

On or before the notice of exercise is given

(c) Any applicant for a certificate under article 54 of the Regulated Activities Order

2,000

On or before the application is made

(d) Applicants for an authorisation order for, or recognition of, a collective investment scheme

FEES 3 Annex 2, part 1

On or before the application is made

(f) Any person seeking an order under section 326(1) of the Act to become a designated professional body.

10,000

30 days after the order is granted

(g) Any applicant for recognition as a UK recognised body under section 287 or section 288 of the Act

FEES 3 Annex 3, part 1

On or before the date the application is made

(h) Any applicant for recognition as an overseas recognised body under section 287 or section 288 and section 292 of the Act

FEES 3 Annex 3, part 2

On or before the date the application is made

(i) An applicant for listing (under the listing rules)

FEES 3 Annex 4, part 1

On or before the date the application is made

(j) Applicant for approval as sponsor (under the listing rules)

FEES 3 Annex 4, part 2

On or before the date the application is made

(k) Issuers of tranches from debt issuance programmes and securitised derivative tranches

FEES 3 Annex 4, part 1

An upfront fee is required per tranche for draw downs in the following 12 months

(l) Under the listing rules, an issuer involved in specific events or transactions during the year where documentation is subject to a transaction vetting

FEES 3 Annex 5, part 1, unless the transaction would come within the definition of significant transaction under category (v) or super transaction under category 7(q) in this table, in which case the fee payable under that category.2

On or before the date that relevant documentation is first submitted to the FSA

(m) Under the prospectus rules, an issuer or person requesting approval or vetting of the documents arising in relation to specific events or transactions that it might be involved in during the year

FEES 3 Annex 5, part 2, unless the transaction would come within the definition of significant transaction under category (v) or super transaction under category 7(q) in this table, in which case the fee payable under that category.2

On or before the date that relevant documentation is first submitted to the FSA

(n) Applicants to be added to the list of designated investment exchanges

50,000

On or before the date the application is made

2(o) Either:5

(i) a firm applying to the FSA for permission to use one of the advanced prudential calculation approaches listed in FEES 3 Annex 6 R (or guidance on its availability), including any future proposed amendments to those approaches or (in the case of any application being made for such permission to the FSA as EEA consolidated supervisor under the ) any firm making such an application ;5 or

(ii) in the case of an application to 5a Home State regulator other than the FSA5for the use of the Internal Ratings Based approach and the Home State regulator requesting the FSA's assistance in accordance with the Capital Requirements Regulations 2006 , any firm to which the FSA would have to apply any decision to permit the use of that approach.5

112555

(1) Unless5 (2) applies, FEES 3 Annex 6.5

(2) (a) Unless5 (b) applies a1firm submitting a second application for the permission or5guidance described in column (1) within 12 months of the first application (where the fee was paid in accordance with (1)) must pay 50% of the fee applicable to it under FEES 3 Annex 6, but only in respect of that second application

(b) No fee is payable by a firm in relation to a successful application for a permission5 based on a minded to grant decision in respect of the same matter following a complete application for guidance in accordance with prescribed submission requirements.1

(c) No fee is payable where the Home State regulator has requested the assistance of the FSAas described in paragraph (o)(ii) of column 1 except in the cases specified in 5FEES 3 Annex 6.2

5251255555

Where the firm has made an application directly to the FSA, on or before the date the application is made, otherwise within 30 days after the FSA notifies the firm that its EEA parent's Home State regulator has requested the FSA's assistance.2

2

(p) A firm applying for a variation of its Part IV permission

(1) Unless (2) or (3)11 applies, if the proposed new1 business of the firm would1 fall within one or more activity groups specified in Part 1 of FEES 4 Annex 1 not applicable before the application1, the fee is 50% of the highest of the tariffs set out in which apply to that application.

(2) If the only change is that the1 A.12 activity group tariff applied to the firm's business before the variation and the A.13 activity group will apply after variation, no fee is payable

(3) If the firm is in the A.1 fee-block at the date of the application and the variation involves adding any of the regulated activities of meeting of repayment claims or managing dormant account funds (including the investment of such funds), the fee is 50% of the fee in FEES 3 Annex 1 R that applies to that application11

(4) 11 In all other cases, other than applications by credit unions, the fee payable is 250, unless the variation involves only the reduction (and no other increases) in the scope of a Part IV permission in which case no fee is payable.1

1111

On or before the date the application is made

2(q) A super7transaction, being one where:

(i) the issuer has a market capitalisation in excess of 1.5 billion and it is a new applicant for a premium listing1374 under the listing rules, or involved in a reverse or hostile takeover or a significant restructuring; or

(ii) the issuer has a market capitalisation in excess of 5 billion and is involved in a class 1 transaction,7 a transaction requiring vetting of an equity prospectus or equivalent document or a transaction requiring vetting of a prospectus in relation to a Depositary Receipt.7

7137477

50,000

On or before the date that the relevant documentation is first submitted to the FSA.3

33

2(r) Providers of reporting or trade matching systems applying for recognition under MiFID as an Approved Reporting Mechanism.

100,0006

6

Having received its application, within 30 days after the FSA has notified the applicant that it is to commence testing of the applicants systems.6

56

5(s) In the case of an insurance business transfer scheme, a transferor.

Note - for the purpose of this paragraph an insurance business transfer scheme consists of a single transferor and a single transferee. Where however such a scheme is part of a single larger scheme, that larger scheme is treated as a single insurance business transfer scheme. If an insurance business transfer scheme includes more than one transferor in accordance with this paragraph, the transferors are liable to pay the fee under column (2) jointly.

Either (1) or (2) as set out below:

(1) In the case of an insurance business transfer scheme involving long term insurance business, 18,500; or

(2) in the case of an insurance business transfer scheme not involving long term insurance business, 10,000.

On or before any application is made to the FSA for the appointment of a person as an independent expert.

6(t) A firm, a third party acting on a firm's behalf, an operator of a regulated market or an operator of an MTF applying to the FSA to report transaction reports directly to the FSA other than through the FSA's Transaction Reporting System (see FEES 4.2.11 R and FEES 4 Annex 3 for the fees payable for firms using the FSA's Transaction Reporting System).

100,000

Having received its application, within 30 days after the FSA has notified the applicant that it is to commence testing of the applicants systems.

7(u) Any of the following:

(i) an operator of an approved reporting mechanism;

(ii) a firm;

(iii) a third party acting on behalf of a firm;

(iv) a market operator; or

(v) an MTF operator;

that satisfies the following conditions:

(1) it provides transaction reports directly to the FSA; and

(2) having made changes to its reporting systems, it asks the FSA to support the testing of the compatibility of its systems with the FSA's systems.

As set out in FEES 3 Annex 7.

Within 30 days of the date of the invoice.

(v) A significant transaction, being one where:

(i) the issuer has a market capitalisation in excess of 500 million and is producing an equity prospectus, a prospectus in relation to a Depository Receipt or a document in relation to a class 1 transaction; or

(ii) the issuer is producing a document for vetting in relation to a reverse takeover, a hostile takeover or a significant restructuring.

A significant transaction does not include a super transaction.

20,000

On or before the date that the relevant documentation is first submitted to the FSA.

(w) A listed issuer that requests or whose representative requests the FSA to amend the Official List, or any records held by the FSA in relation to the Official List, otherwise than pursuant to an application for listing.

FEES 3 Annex 4 part 3

On or before the date the request is made.

(x)

(i) An issuer or person who:

(1) is a fee payer under one or more of the categories set out in (ii); and

(2) requests the FSA's approval or vetting of a document that includes a mineral expert's report.

(ii) The categories are (1), (m) (q), and (v) of this table.

(iii) A fee under this category is payable in addition to any fee payable under the categories set out in (ii).

5,000

On or before the date the relevant documentation is first submitted to the FSA.8

8(y) An applicant for authorisation as an authorised payment institution under regulation 5 of the Payment Services Regulations

The highest of the tariffs set out in FEES 3 Annex 8 which apply to that application.

Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 Part 6, the fee payable is 50% of the tariff that would otherwise be payable in

FEES 3 Annex 8R

On or before the date the application is made.

(z) An application by a small payment institution for authorisation as an authorised payment institution because regulation 15 of the Payment Services Regulations applies

The highest of the tariffs set out in FEES 3 Annex 8R which apply to that application.

On or before the date the application is made.

(za) An applicant for registration as a small payment institution under regulation 12 of the Payment Services Regulations

FEES 3 Annex 8R, paragraph (1). Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 8R.

On or before the date the application is made.

(zb) An authorised payment institution applying to vary its authorisation under regulation 8 of the Payment Services Regulations.

(1) If the payment services carried on by the authorised payment institution prior to the variation only fall within paragraph (f) or (g) or (h) of Part 1 of Schedule 1 to the Payment Services Regulations and any of the payment services in paragraphs (a) to (e) of that Schedule will apply after variation, the fee is 50% of the highest of the tariffs set out in FEES 3 Annex 8R which apply to that application.

(2) Where the

authorised payment institution:(i) already has authorisation to provide payment services within any one or more of paragraphs (a) to (e) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to add one or more other services in (a) to (g); or

(ii) has authorisation to provide payment services in either paragraph (f) or (g) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to extend its authorisation to include the other paragraph ((f) or (g));

the fee payable is 250 irrespective of the number of agents it has.

(3) In cases where the variation involves only the reduction (and no increases) of the types of payment services to be carried on after the variation, no fee is payable.

On or before the date the application is made.

(zc) A small payment institution applying to vary its registration under regulation 12 of the Payment Services Regulations

(1) If the payment services carried on by the small payment institution prior to the variation only fall within paragraph (f) or (g) of Part 1 of Schedule 1 to the Payment Services Regulations and any of the payment services in paragraphs (a) to (e) of that Schedule will apply after variation, the fee is 50% of the highest of the tariffs set out in FEES 3 Annex 8Rwhich apply to that application.

(2) Where the small payment institution:

(i) is already registered to provide payment services within any one or more of paragraphs (a) to (e) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to add one or more other of the services in (a) to (g); or

(ii) is registered to provide payment services in either paragraph (f) or (g) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to extend its registration to include the other paragraph ((f) or (g));the fee payable is 250 irrespective of the number of agents it has.

(2)

(3) In cases where the variation involves only the reduction (and no increases) of the types of payment services to be carried on after the variation, no fee is payable.

On or before the date the application is made.

A financial institution notifying the FSA in accordance with regulation 121(2)(a) of the Payment Services Regulations.

50% of the highest of the tariffs set out in FEES 3Annex 8R, paragraphs (2) to (5) which apply to that application.

On or before the date the application is made.

(ze) Any person to which the Special Project Fee for restructuring applies under FEES 3 Annex 9.12

12

Special Project Fee for restructuring in accordance with FEES 3 Annex 9 .

30 days of the date of the invoice.9

(zf) An applicant for a ceding insurer's waiver.

20,000

On or before the date the application is made.916

16(zg) An applicant for authorisation as an authorised electronic money institution under regulation 5 of the Electronic Money Regulations.

The amount set out in FEES 3 Annex 10 R. Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 10 R.

On or before the date the application is made.

16(zh) An applicant for registration as a small electronic money institution under regulation 12 of the Electronic Money Regulations.

The amount set out in FEES 3 Annex 10 R. Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 10 R.

On or before the date the application is made.

16(zi) An application by a small electronic money institution for authorisation as an authorised electronic money institution14because regulation 16 of the Electronic Money Regulations applies.

The amount set out in FEES 3 Annex 10 R.

On or before the date the application is made.

16(zj) An authorised electronic money institution applying to vary its authorisation under regulation 8 of the Electronic Money Regulations.

The amount set out in FEES 3 Annex 10 R.

On or before the date the application is made.

16(zk) A small electronic money institution applying to vary its registration under regulation 12 of the Electronic Money Regulations.

The amount set out in FEES 3 Annex 10 R.

On or before the date the application is made.

15(zl) An applicant for recognition as an accredited body.

2,500

On or before the date the application is made.
SUP 6.3.15DRP
(1) A firm other than a credit union wishing to vary its Part IV permissionmust apply online at www.fsa.gov.uk using the form specified on the FSA's ONA system.1414(2) A credit union wishing to vary its Part IV permission must apply using the form in SUP 6 Ann 5D and submit its application in the way set out in SUP 15.7.4 R to SUP 15.7.9 G (Form and method of notification).1414(3) Until the application has been determined, a firm which submits an application for variation of
SUP 6.3.40GRP
DEPP9gives guidance on the FSA's decision making procedures including the procedures it will follow if it proposes to refuse an application for variation of Part IV permission either in whole or in part (for example, an application granted by the FSA but subject to limitations or requirements not applied for).9
SUP 6.3.42GRP
(1) Firms should be aware that the FSA may exercise its own-initiative power to vary or cancel their Part IV permission if they do not (see EG 8 (Variation and cancellation of permission on the FSA's own initiative and intervention against incoming firms))9:(a) commence a regulated activity for which they have Part IV permission within a period of at least 12 months from the date of being given; or(b) carry on a regulated activity for which they have Part IV permission for a period
SYSC 19A.3.2GRP
SYSC 12.1.13 R (2)(dA) requires the firm to ensure that the risk management processes and internal control mechanisms at the level of any UK consolidation group or non-EEA sub-group of which a firm is a member comply with the obligations set out in this section on a consolidated (or sub-consolidated) basis. In the FSA's view, the requirement to apply this section at group, parent undertaking and subsidiary undertaking levels (as provided for in SYSC 19A.3.1 R (1)) is in line
SYSC 19A.3.3RRP
(1) This section applies in relation to Remuneration Code staff, except as set out in (3).(2) When establishing and applying the total remuneration policies for Remuneration Code staff, a firm must comply with this section in a way and to the extent that is appropriate to its size, internal organisation and the nature, the scope and the complexity of its activities (the remuneration principles proportionality rule).(3) Paragraphs (1) and (2) do not apply to the requirement for
SYSC 19A.3.4RRP
Remuneration Code staff comprises categories of staff including senior management, risk takers, staff engaged in control functions and any employee receiving total remuneration that takes them into the same remuneration bracket as senior management and risk takers, whose professional activities have a material impact on the firm's risk profile.[Note: article 92(2) of CRD paragraph 23 of Annex V to the Banking Consolidation Directive]
SYSC 19A.3.21GRP
The FSA would normally expect it to be appropriate for the ban on paying variable remuneration to senior personnel of a firm that benefits from exceptional government intervention to apply only in relation to senior personnel who were in office at the time that the intervention was required.
SYSC 19A.3.23GRP
(1) This Remuneration Principle stresses the importance of risk adjustment in measuring performance, and the importance within that process of applying judgment and common sense. A firm should ask the risk management function to validate and assess risk-adjustment techniques, and to attend a meeting of the governing body or remuneration committee for this purpose.(2) A number of risk-adjustment techniques and measures are available, and a firm should choose those most appropriate
SYSC 19A.3.31GRP
In the FSA's view, circumstances in which a person will be using a personal hedging strategy include entering into an arrangement with a third party under which the third party will make payments, directly or indirectly, to that person that are linked to or commensurate with the amounts by which the person'sremuneration is subject to reductions.
SYSC 19A.3.34GRP
(1) Taking account of the remuneration principles proportionality rule, the FSA does not generally consider it necessary for a firm to apply the rules referred to in (2) where, in relation to an individual ("X"), both the following conditions are satisfied:(a) Condition 1 is that Xs variable remuneration is no more than 33% of total remuneration; and(b) Condition 2 is that Xs total remuneration is no more than 500,000.(2) The rules referred to in (1) are those relating to:(a)
SYSC 19A.3.43GRP
In the FSA's view, variable remuneration can be awarded to Remuneration Code staff in the form of retention awards where it is compatible with the Remuneration Code general requirement to do so. The FSA considers this is likely to be the case only where a firm is undergoing a major restructuring and a good case can be made for retention of particular key staff members on prudential grounds. Proposals to give retention awards should form part of any notice of the restructuring
SYSC 19A.3.50GRP
(1) Deferred remuneration paid in shares or share-linked instruments should be made under a scheme which meets appropriate criteria, including risk adjustment of the performance measure used to determine the initial allocation of shares. Deferred remuneration paid in cash should also be subject to performance criteria.(2) The FSA would generally expect a firm to have a firm-wide policy (and group-wide policy, where appropriate) on deferral. The proportion deferred should generally
SYSC 19A.3.53GRP
(1) Variable remuneration may be justified, for example, to incentivise employees involved in new business ventures which could be loss-making in their early stages.(2) The governing body (or, where appropriate, the remuneration committee) should approve performance adjustment policies, including the triggers under which adjustment would take place. The FSA may ask firms to provide a copy of their policies and expects firms to make adequate records of material decisions to operate
SYSC 19A.3.55GRP
(1) Section 139A(9) of the Act enables the FSA to make rules that render void any provision of an agreement that contravenes specified prohibitions in the Remuneration Code, and that provide for the recovery of any payment made, or other property transferred, in pursuance of such a provision. SYSC 19A.3.54 R (together with SYSC 19A Annex 1) is such a rule and renders void provisions of an agreement that contravene the specified prohibitions on guaranteed variable remuneration,
PERG 8.14.4GRP
The FSA considers the effect of each of the conditions in PERG 8.14.3G (1) to PERG 8.14.3G (3) to be as follows.(1) The first condition requires the financial promotion to be made, so ruling out any financial promotions which are directed at persons. The effect of article 6(b) and (e) of the Financial Promotion Order is that a communication is made to a person when it is addressed to him and that person to whom the financial promotion is addressed is its recipient. This means
PERG 8.14.5GRP
In the FSA's opinion, the indicators referred to in PERG 8.14.4 G suggest that there are two essential elements of a one-off financial promotion. These are that it is tailored to the circumstances of the recipient and that it is individual in nature (in that it is not simply a personalised letter sent out as part of a general mailshot). Apart from this there is no need for the communication to be an isolated instance. For example, the fact that there may be a considerable number
PERG 8.14.6GRP
In the FSA's view, a group of recipients who may be engaging in investment activity jointly could include:(1) a married couple;(2) two or more persons who will invest jointly in a product (for example, a cohabiting couple who are not married or members of a family);(3) the directors of a company or partners in a firm;(4) members of a group of companies;(5) the participants in a joint commercial enterprise;(6) the members of an investment club; and(7) the managers or prospective
PERG 8.14.7GRP
A financial promotion may fail to satisfy all of the indicators referred to in PERG 8.14.4 G because it is addressed to more than one recipient and they are not persons who will engage in investment activity jointly. In the FSA's view, such a financial promotion is capable of being one-off where the persons are to enter into the same transaction and the promotion is tailored to their individual circumstances. This may typically happen during negotiations for the sale of a company
PERG 8.14.9GRP
In the FSA's view, a person such as an investment manager or adviser is not conducting an organised marketing campaign purely because he regularly provides a particular client with financial promotions as part of his service. Neither is such a person conducting an organised marketing campaign purely because he may have several clients whose personal circumstances and objectives may suggest that a particular investment opportunity may attract them. If he considers the individual
PERG 8.14.10GRP
In the FSA's view, a person will not be making one-off financial promotions simply by sending out a series of letters to a number of customers or potential customers where a few details are changed (such as the name and address) but the bulk of the letter is standard. Such letters would be likely to be part of an organised marketing campaign.
PERG 8.14.12GRP
In the FSA's view, the article 28A exemption should provide scope for persons such as professional advisers to make unsolicited real time financial promotions in various situations. For example, when approaching persons with whom their clients are proposing to do business or those persons’ professional advisers. The exemption will not apply where the financial promotions are part of an organised marketing campaign (see PERG 8.14.4G (3)). So, in cases where a professional adviser
PERG 8.14.13GRP
Whether or not it would be reasonable to believe that any person understands the risks associated with the investment activity covered in a financial promotion or would expect to be contacted about it must be judged on the particular circumstances. In the FSA's opinion, the exemption requires that the recipient has the required understanding of risk at the time the promotion is made to him. However, it would be reasonable to believe that a person understands the risk involved
PERG 8.14.16GRP
In order to make an unsolicited real time financial promotion, an overseas communicator must rely on either article 32 or article 33. Article 32 provides an exemption for unsolicited real time financial promotions made by an overseas communicator to persons who were previously overseas and were a customer of his then. This is subject to certain conditions, including that, in broad terms, the customer would reasonably expect to be contacted about the subject matter of the financial
PERG 8.14.18GRP
This exemption allows a person in another EEA State who lawfully carries on a controlled activity in that State to promote into the United Kingdom. The terms of the exemption are that the promotion must comply with the rules inCOBS 45or MCOB 3 (as relevant). Care should be taken as any failure to satisfy any of the relevant requirements of these rules may mean that this exemption is not satisfied and that the financial promotion may breach section 21 if it has not been approved
PERG 8.14.20GRP
In the FSA's opinion;(1) it will not matter that a person enters into arrangements for investment or other purposes provided that he also enters them into for commercial purposes; and(2) each participant must be carrying on the business in question in their own right.This means that the sponsors or promoters of a company who arrange for private investors to become shareholders will not be setting up a joint enterprise simply because the company may intend to carry on a relevant
PERG 8.14.24GRP
A person seeking to make a financial promotion to another person may wish to make enquiries of that person to establish whether he is certified. Unless another exemption applies or the financial promotion is approved by an authorised person, such enquiries will not be possible if the enquiry communication is an inducement or invitation to engage in investment activity. In the FSA's view, a communication which is merely an enquiry seeking to establish that a person holds a current
PERG 8.14.26GRP
Article 49(4) gives the list of conditions which, if all are met, is proof that the financial promotion is directed at relevant persons. It is not necessary for all or any of the conditions to be met for a financial promotion to be regarded as directed at relevant persons. Ultimately the matter will be one of fact to be determined by taking account of the circumstances in which the financial promotion is made. In the FSA's opinion, it is not necessary for a financial promotion,
PERG 8.14.27GRP
To be a sophisticated investor for the purposes of article 50, the recipient of a financial promotion must have a current certificate from an authorised person stating that he has enough knowledge to be able to understand the risks associated with the description of investment to which the financial promotion relates. Where the financial promotion is an outgoing electronic commerce communication3, the certificate may be signed by a person who is entitled, under the law of an EEA
PERG 8.14.28GRP
The exemption also requires that certain warnings are given to the potential investor. In this respect, article 50(3)(d) provides that the financial promotion must state that there is a significant risk of losing all monies invested or of incurring additional liability. In the FSA's view, these are alternative statements and whichever is the relevant statement should be included. If there is no risk of incurring additional liability the statement may simply say that there is a
PERG 8.14.37GRP
In the FSA's view, a main aim of the exemption (see PERG 8.14.35G (1)) is to remove from the scope of section 21 a financial promotion concerning the sale of a corporate business by a person who, either alone or with others, controls the business to another person who, either alone or with others, proposes to control the business.
PERG 8.14.40GRP
In the FSA's opinion, provided that the purpose of the transaction is for the buyer to acquire the necessary control, it is irrelevant who is the seller. The exemption specifically applies to financial promotions which are communicated on behalf of the parties or potential parties to the transaction. The Treasury, in its consultative document “Financial Services and Markets Act two year review: Changes to secondary legislation Proposals for change, February 2004” proposed changes
PERG 8.14.41GRP
Several exemptions, including article 43 of the Financial Promotion Order (Members and creditors of certain bodies corporate), apply only in relation to relevant investments being shares or debentures or alternative debentures7 in the body corporate or a member of its group, or warrants or certificates representing certain securities relating to such shares or debentures or alternative debentures.7 In the FSA's view, an exchangeable debt security which is partly a debenture or
PERG 8.14.42GRP
The exemptions for bearer instruments (articles 41 and 42 of the Financial Promotion Order) relate to financial promotions made to or directed at persons entitled to bearer instruments. For clarity, the FSA takes the view that persons who hold bearer instruments through a clearing system such as Euroclear or Clearstream are persons entitled to those instruments for the purposes of articles 41 and 42.
RCB 3.3.1DRP
The issuer must send to the FSA, information relating to the asset pool, in the form set out in RCB 3 Annex 2D (asset notification form).
RCB 3.3.2DRP
The issuer must send the form to the FSA within one month of the end of each quarter following the registration date.
RCB 3.3.3DRP
If the issuer is in insolvency, the owner must send to the FSA the asset pool notifications set out at RCB 3.3.1 D by the same dates as the dates the notifications under those directions are due.
RCB 3.3.4GRP
The issuer or the owner, as the case may be, should carry out, or make arrangements to carry out, appropriate due diligence to check that the analysis in the asset pool information provided to the FSA is correct.
RCB 2.2.2GRP
RCB 3.6.5 D sets out the methods the issuer may use to send the form to the FSA.
RCB 2.2.3DRP
Until the application has been determined by the FSA, the issuer must inform the FSA of any significant change to the information given in the application immediately it becomes aware of that change.
RCB 2.2.4GRP
The form and content of the application documentation is a matter for direction by the FSA, which will determine what additional information and documentation may be required on a case-by-case basis.
RCB 2.2.5GRP
The FSA will not treat the application as having been received until it receives the registration fee (see RCB 5.2.5 R).
RCB 2.2.6DRP
The issuer must ensure that a senior manager of the issuer verifies the application by confirming on the FSA's form that the issuer has obtained the appropriate third party advice or reports as required by RCB 2.3.16 D and is satisfied that:(1) the information provided in the application is correct and complete; and (2) the arrangements relating to the covered bond or programme will comply with the requirements in the RCB Regulations and in RCB.
RCB 2.2.7GRP
The FSA expects the issuer to be able to justify any reliance it places on advice or reports which are not reasonably contemporaneous with the confirmation the senior manager gives in relation to compliance with the requirements of the RCB Regulations and RCB.
RCB 2.2.8DRP
The issuer must ensure that the senior manager, who verifies the application for registration under this section, gives their consent to the FSA displaying their confirmation of compliance with the relevant requirements on the FSA's website.
FIT 1.3.1GRP
The FSA will have regard to a number of factors when assessing the fitness and propriety of a person to perform a particular controlled function. The most important considerations will be the person's:(1) honesty, integrity and reputation;(2) competence and capability; and(3) financial soundness.
FIT 1.3.2GRP
In assessing fitness and propriety, the FSA will also take account of the activities of the firm for which the controlled function is or is to be performed, the permission held by that firm and the markets within which it operates.
FIT 1.3.3GRP
The criteria listed in FIT 2.1 to FIT 2.3 are guidance and will be applied in general terms when the FSA is determining a person's fitness and propriety. It would be impossible to produce a definitive list of all the matters which would be relevant to a particular determination.
FIT 1.3.4GRP
If a matter comes to the FSA's attention which suggests that the person might not be fit and proper, the FSA will take into account how relevant and how important it is.
FIT 1.3.5GRP
During the application process, the FSA may discuss the assessment of the candidate's fitness and propriety informally with the firm making the application and may retain any notes of those discussions.
LR 8.3.1RRP
A1sponsor must in relation to a sponsor service:11(1) referred to in LR 8.2.1 R, 1provide assurance to the FSA when required that the responsibilities of the listed company or applicant under the listing rules have been met; and(2) referred to in LR 8.2.1 R, LR 8.2.2 R or LR 8.2.3 R, 1guide the listed company or applicant in understanding and meeting its responsibilities under the listing rules anddisclosure rules and transparency rules.2112
LR 8.3.2GRP
The1sponsor will be the main point of contact with the FSA for any matter referred to in LR 8.2.1 The FSA expects to discuss all issues relating to a transaction and any draft or final document directly with the sponsor. However, in appropriate circumstances, the FSA will communicate directly with the listed company or applicant.11
LR 8.3.5RRP
A sponsor must at all times (whether in relation to a sponsor service or otherwise):1(1) deal with the FSA in an open and co-operative way; and1(2) deal with all enquiries raised by the FSA promptly.11(3) [deleted]11
LR 8.3.5ARRP
1A sponsor must in relation to a sponsor service disclose to the FSA in a timely manner any material information relating to the sponsor or to a listed company or applicant of which it has knowledge which concerns non-compliance with the listing rules or disclosure rules and transparency rules2.2
LR 8.3.8GRP
1Conflicts to be identified include circumstances that could create a perception in the market that a sponsor may not be able to perform its functions properly.
LR 8.3.12GRP
1LR 8.3.11 R recognises that there will be some conflicts of interest that cannot be effectively managed. Providing sponsor services in those cases could adversely affect both a sponsor's ability to perform its functions and market confidence in the sponsor regime. If in doubt about whether a conflict can be effectively managed a sponsor should discuss the issue with the FSA before it decides if it can provide a sponsor service.
REC 4.8.1GRP
A decision to: (1) revoke a recognition order under section 297 of the Act (Revoking recognition); or(2) make a direction under section 296 (FSA's powers to give directions); or(3) refuse to make a recognition order under section 290 (Recognition orders) or 290A (Refusal of recognition on ground of excessive regulatory provision)2;is a serious one and section 298 of the Act (Directions and revocation: procedure) sets out a procedure (see REC 4.8.9 G) which the FSA will follow
REC 4.8.2GRP
The FSA's internal arrangements provide for any of these decisions to be taken at an appropriately senior level.
REC 4.8.3GRP
In considering whether it would be appropriate to exercise the powers under section 296 or section 297 of the Act, the FSA will have regard to all relevant information and factors including:(1) its guidance to recognised bodies;(2) the results of its routine supervision of the body concerned;(3) the extent to which the failure or likely failure to satisfy the recognition requirements or other obligations in or under the Act or, in the case of a UK RIE, the MiFID implementing requirements1may
REC 4.8.4GRP
In considering whether or not to make a recognition order, the FSA will have regard to all relevant information and factors, including its guidance to recognised bodies and applicants and the information provided by applicants. Details of the application processes and other guidance for applicants are set out in REC 5 and (for overseas applications) REC 6.
REC 4.8.5GRP
The procedures laid down in section 298 of the Act are summarised, with the FSA's guidance about the actions it proposes to take in following these procedures, in the table at REC 4.8.9 G.
REC 4.8.6GRP
Before exercising its powers under section 296 or section 297 of the Act, the FSA will usually discuss its intention, and the basis for this, with the key individuals or other appropriate representatives of the recognised body. It will usually discuss its intention not to make a recognition order with appropriate representatives of the applicant.
REC 4.8.9GRP

Key steps in the section 298 procedure

The FSA will:

Guidance

(1)

give written notice to the recognised body (or applicant);

The notice will state why the FSA intends to take the action it proposes to take, and include an invitation to make representations, and the date by which representations should be made .

(2)

take such steps as it considers reasonably practicable to bring the notice to the attention of the members of the recognised body or of the applicant, as the case may be;

The FSA will also notify persons individually (as far as it considers it reasonably practicable to do so) if it considers that the action it proposes to take would affect them adversely in a way which would be different from its effect on other persons of the same class.

(3)

publish the notice so as to bring it to the attention of other persons likely to be affected;

(4)

receive representations from the recognised body or applicant concerned, any member of the recognised body or applicant, and any other person who is likely to be affected by the action the FSA proposes to take;

The FSA will not usually consider oral representations without first receiving written representations from the person concerned. It will normally only hear oral representations from the recognised body (or applicant) itself or of a person whom it has notified individually, on request.

(5)

write promptly to any person who requests the opportunity to make oral representations if it decides not to hear that person's representations;

The FSA will indicate why it will not hear oral representations and the FSA will allow the person concerned further time to respond.

(6)

have regard to representations made;

(7)

(when it has reached its decision) notify the recognised body (or applicant) concerned in writing.

(8)

(if it has decided to give a direction, or revoke or refuse to make a recognition order) take such steps as it considers reasonably practicable to bring its decision to the attention of members of the recognised body or applicant and to other persons likely to be affected.

The FSA will usually give notice of its decision to the same persons and in the same manner as it gave notice of its intention to act.
SUP 2.1.3GRP
Achieving the regulatory objectives involves the FSA informing itself of developments in firms and in markets. The Act requires the FSA to monitor a firm's compliance with requirements imposed by or under the Act (paragraph 6 (1) of Schedule 1). The Act also requires the FSA to take certain steps to cooperate with other relevant bodies and 3regulators (section 354). For these purposes, the FSA needs to have access to a broad range of information about a firm's business.
SUP 2.1.4GRP
The FSA receives the information in SUP 2.1.3 G through a variety of means, including notifications by firms (see SUP 15) and regular reporting by firms (see SUP 16). This chapter is concerned with the methods of information gathering that the FSA may use on its own initiative in the discharge of its functions under the Act. This chapter does not deal with the information gathering powers that the FSA has under the Unfair Terms Regulations. These are dealt with in UNFCOG2.12
SUP 2.1.5GRP
Part XI of the Act (Information Gathering and Investigations) gives the FSA statutory powers, including: (1) to require the provision of information (see sections 165, 165A, 3EG 32 and FINMAR 13);332(2) to require reports from skilled persons (see section 166 and SUP 5);(3) to appoint investigators (see sections 167, 168 and 169 of the Act and EG 32); and2(4) to apply for a warrant to enter premises (see section 176 of the Act and EG 42).2
SUP 2.1.6GRP
The FSA prefers to discharge its functions by working in an open and cooperative relationship with firms. The FSA will look to obtain information in the context of that relationship unless it appears that obtaining information in that way will not achieve the necessary results, in which case it will use its statutory powers. The FSA has exercised its rule-making powers to make Principle 11 which requires that a firm must deal with its regulators in an open and cooperative way,
SUP 2.1.7GRP
The FSA operates in the context of the Act and the general law. The purpose of SUP 2.2 is to explain how certain provisions of the Act and the general law are relevant to the FSA's methods of information gathering described in SUP 2.3 and SUP 2.4.
SUP 2.1.8GRP
The purpose of SUP 2.3 is to amplify Principle 11 in the context of information gathering by the FSA on its own initiative in the discharge of its functions under the Act. SUP 2.3 therefore sets out, in guidance on Principle 11 and in rules, how the FSA expects firms to deal with the FSA in that context, including the steps that a firm should take with a view to ensuring that certain connected persons should also cooperate with the FSA.
SUP 2.1.9GRP
The purpose of SUP 2.4 is to explain a particular method of information gathering used by the FSA, known as "mystery shopping". Information about how a firm sells financial products can be very difficult to obtain, and the purpose of this method is to obtain such information from individuals who approach a firm in the role of potential retail consumers on the FSA's initiative. The FSA may seek information about particular issues or the activities of individual firms by means
REC 3.8.1RRP
A UK recognised body must give the FSA:(1) a copy of its annual report and accounts; and(2) a copy of the consolidated annual report and accounts: (a) of any group in which the UK recognised body is a subsidiary undertaking; or(b) (if the UK recognised body is not a subsidiary undertaking in any group) of any group of which the UK recognised body is a parent undertaking;no later than the time specified for the purpose of this rule in REC 3.8.2 R.
REC 3.8.2RRP
The time specified for the purpose of REC 3.8.1 R is the latest of:(1) four months after the end of the financial year to which the document which is to be given to the FSA relates; or(2) the time when the documents described in REC 3.8.1 R (1) or REC 3.8.1 R (2)(b) are sent to the members or shareholders of the UK recognised body; or (3) the time when the document described in REC 3.8.1 R (2)(a) are sent to the shareholders in a parent undertaking of the group to which that document
REC 3.8.3RRP
Where an audit committee of a UK recognised body has prepared a report in relation to any period or any matter relating to any relevant function of that UK recognised body, the UK recognised body must immediately give the FSA a copy of that report.
REC 3.8.4RRP
A UK recognised body must give the FSA a copy of:(1) its quarterly management accounts; or (2) its monthly management accounts;within one month of the end of the period to which they relate.
REC 3.8.5GRP
A UK recognised body is not required to provide quarterly and monthly management accounts in respect of the same period, but management accounts (whether quarterly or monthly) should be submitted for all periods. A UK recognised body may choose whichever method is the more suitable for it, but where it intends to change from providing monthly to quarterly management accounts (or from quarterly to monthly management accounts), it should inform the FSA of that fact.
REC 3.8.6RRP
A UK recognised body must give the FSA:(1) a statement of its anticipated income, expenditure and cashflow for each financial year; and(2) an estimated balance sheet showing its position as it is anticipated at the end of each financial year;before the beginning of that financial year.
REC 3.8.7RRP
Where the accounting reference date of a UK recognised body is changed, that body must immediately give notice of that event to the FSA and inform it of the new accounting reference date.
REC 4.2D.1GRP
(1) 1Under section 313A of the Act, the FSA may for the purpose of protecting:(a) the interests of investors; or (b) the orderly functioning of the financial markets; require a UK RIE to suspend or remove a financial instrument from trading.(2) If the FSA exercises this power, the UK RIE concerned may refer the matter to the Tribunal.
REC 4.2D.2GRP
The procedure the FSA will follow if it exercises its power to require a UK RIE to suspend or remove a financial instrument3 from trading is set out in sections 313B to 313BE of the Act.3 The FSA's internal arrangements provide for decisions to exercise this power to be taken at an appropriately senior level. If the FSA exercises this power, the UK RIE concerned and the issuer (if any) of the relevant financial instrument may refer the matter to the Tribunal(see EG 2.39)2.233