Related provisions for TC 2.2A.2

FEES 4.4.9D01/06/2011

3To the extent that a firm4 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 that direction.444

SYSC 10.1.3R01/04/2009

A firm must take all reasonable steps to identify conflicts of interest between:3(1) the firm, including its managers, employees and appointed representatives (or where applicable, 2tied agents)2, or any person directly or indirectly linked to them by control, and a client of the firm; or2(2) one client of the firm and another client;that arise or may arise in the course of the firm providing any service referred to in SYSC 10.1.1 R.[Note: article 18(1) of MiFID]

SUP 12.5.6G06/02/2008

(1) If the appointed representative is appointed to give advice on investments to retail clients7 concerning packaged products, the firm should also satisfy itself that the contract requires compliance with the rules in COBS 6 (Information about the firm, its services and remuneration).979(2) The contractual requirements in SUP 12.5.5 R should extend to:(a) the activities of the appointed representative, if the appointed representative is an individual; and3(b) the activities

GENPRU 2.2.119G31/12/2006

For the purpose of GENPRU 2.2.118 R, an independent legal opinion may be given by an employee of that firm, but if an employee does so he should not be part of the business unit responsible for the transaction (including the drafting of the issue documentation).

GENPRU 2.2.128BR31/12/2010

8The analysis must be set out in writing and dated before the date of issue of the capital instrument and the firm must be able to show that the analysis has been fully considered as part of its decision to proceed with the issue. The analysis must be conducted by a person or persons appropriately qualified to assess the relevant risks and that person may be an independent adviser or an employee of the firm who is not part of the business unit responsible for the transaction

MAR 1.3.20G01/07/2005

The following examples of market abuse (insider dealing) concern the definition of inside information relating to financial instruments other than commodity derivatives.(1) X, a director at B PLC has lunch with a friend, Y. X tells Y that his company has received a takeover offer that is at a premium to the current share price at which it is trading. Y enters into a spread bet priced or valued by reference to the share price of B PLC based on his expectation that

SYSC 19A.1.5R01/01/2011

(1) This rule applies to a firm that is unable to comply with the Remuneration Code because of an obligation it owes to a Remuneration Code staffmember under a provision of an agreement made on or before 29 July 2010 (the "provision").(2) A firm must take reasonable steps to amend or terminate the provision referred to in (1) in a way that enables it to comply with the Remuneration Code at the earliest opportunity.(3) Until the provision referred to in (1) ceases to prevent the

SUP 12.3.4G01/11/2007

1SYSC 6.1.1 R requires a MiFID investment firm to ensure the compliance of its appointed representative with obligations under the regulatory system. The concept of a relevant person in SYSC includes an officer or employee of a tied agent.

DEPP 6.5B.2G06/08/2010

(1) The FSA will determine a figure which will be based on a percentage of an individual’s “relevant income”. “Relevant income” will be the gross amount of all benefits received by the individual from the employment in connection with which the breach occurred (the “relevant employment”), and for the period of the breach. In determining an individual’s relevant income, “benefits” includes, but is not limited to, salary, bonus, pension contributions, share options and share schemes;

DTR 2.2.10G01/07/2005

The FSA is aware that many issuers provide unpublished information to third parties such as analysts, employees, credit rating agencies, finance providers and major shareholders, often in response to queries from such parties. The fact that information is unpublished does not in itself make it inside information. However, unpublished information which amounts to inside information is only permitted to be disclosed in accordance with the disclosure rules and an issuer must ensure

ICOBS 7.1.3R06/01/2008

The right to cancel does not apply to:(1) a travel and baggage policy or similar short-term policy of less than one month's duration; (2) a policy the performance of which has been fully completed by both parties at the consumer's express request before the consumer exercises his right to cancel;(3) a pure protection contract of six months’ duration or less which is not a distance contract;(4) a pure protection contract effected by the trustees of an occupational pension scheme,

SYSC 6.1.1R01/07/2011

1A firm must establish, implement and maintain adequate policies and procedures sufficient to ensure compliance of the firm including its managers, employees and appointed representatives (or where applicable, tied agents)3 with its obligations under the regulatory system and for countering the risk that the firm might be used to further financial crime.2[Note: article 13(2) of MiFID and article 12(1)(a) of the UCITS Directive]8242

PERG 6.7.1G01/07/2005

Medical schemes under which an employer operates or contributes to a fund, from which the employee has a right to a benefit (for example, a payment) on the occurrence of a specified illness or injury, are likely to be insurance schemes. This will be the case whether the employee makes any contribution to the fund, or the scheme is funded by the employer as an emolument. The scheme would not be insurance, however, if the employer has an absolute discretion whether or not to provide

TC App 1.1.1R01/10/2011

1Activity	Products/Sectors		Is there an appropriate qualification4requirement? 4
Designated investment business carried on for a retail client
Providing basic advice	1.	Stakeholder products excluding a deposit-based stakeholder product	No
Advising	2.	Securities which are not stakeholder pension schemes, personal pension schemes 7 or broker funds	Yes
	3.	Derivatives	Yes2
	4.	Packaged products which are not broker funds	Yes2
	5.	Friendly Society life policies where the employee is not reasonably expected to receive a remuneration of greater than £1000 a year in respect of such sales	No2
	6.	Friendly Society tax-exempt policies	Yes2
	7.	Long-term care insurance contracts	Yes2
	8.	Investments in the course of corporate finance business	Yes2
	9.	Advising on syndicate participation at Lloyd's	Yes2
Undertaking the activity in column 2	10.	Broker fund adviser	Yes
Undertaking the activity in column 2	11.	Pension transfer specialist	Yes2
Advising and dealing	12.	Securities which are not stakeholder pension schemes, personal pension schemes 7 or broker funds	Yes
Advising and dealing	13.	Derivatives	Yes2
4Dealing	13A	Securities which are not stakeholder pension schemes, personal pension schemes 7 or broker funds	No
4Dealing	413B	Derivatives	No
Managing	14.	Investments	Yes
Overseeing on a day-to-day basis	15.	Operating a collective investment scheme or undertaking the activities of a trustee or depositary of a collective investment scheme	Yes
	16.	Safeguarding and administering investments or holding client money	Yes2
	17.	Administrative functions in relation to managing investments	Yes2
	18.	Administrative functions in relation to effecting or carrying out contracts of insurance which are life policies	Yes2
	19.	Administrative functions in relation to the operation of stakeholder pension schemes	Yes2
Regulated mortgage activity and reversion activity carried on for a customer
Advising	20.	Regulated mortgage contracts for a non-business purpose	Yes
Advising	21.	Equity release transactions	Yes2
Designing scripted questions for non-advised sales	22.	Equity release transactions	Yes
Overseeing non-advised sales on a day-to-day basis	23.	Equity release transactions	Yes
Non-investment insurance business carried on for a consumer
Advising	24.	Non-investment insurance contracts	No
3 Regulated sale and rent back activity carried on for a customer
Advising	25.	Regulated sale and rent back agreements	No
Overseeing non-advised saleson a day-to-day basis	26.	Regulated sale and rent back agreements	No
Notes:
1.	In the Appendix the heading and types of business specified in the headings are to be read in conjunction with the paragraphs appearing beneath them.
2.	Thus, for example, paragraph 24consistent with the heading above it3, refers only to advice on non-investment insurance contracts given to a consumer. 3

SYSC 4.4.6G06/01/2011

Frequently asked questions about allocation of functions in SYSC 4.4.5 R

Question		Answer
1	Does an individual to whom a function is allocated under SYSC 4.4.5 R need to be an approved person?	An individual to whom a function is allocated under SYSC 4.4.5 R will be performing the apportionment and oversight function (CF 8, see SUP 10.7.1 R) and an application must be made to the FSA for approval of the individual before the function is performed under section 59 of the Act (Approval for particular arrangements). There are exceptions from this in SUP 10.1 (Approved persons - Application).
2	If the allocation is to more than one individual, can they perform the functions, or aspects of the functions, separately?	If the functions are allocated to joint chief executives under SYSC 4.4.5 R, column 2, they are expected to act jointly. If the functions are allocated to an individual under SYSC 4.4.5 R, column 2, in addition to individuals under SYSC 4.4.5 R, column 3, the former may normally be expected to perform a leading role in relation to the functions that reflects his position. Otherwise, yes.
3	What is meant by "appropriately allocate" in this context?	The allocation of functions should be compatible with delivering compliance with Principle 3, SYSC 4.4.3 R and SYSC 4.1.1 R. The FSA considers that allocation to one or two individuals is likely to be appropriate for most firms.
4	If a committee of management governs a firm or group, can the functions be allocated to every member of that committee?	Yes, as long as the allocation remains appropriate (see Question 3). If the firm also has an individual as chief executive, then the functions must be allocated to that individual as well under SYSC 4.4.5 R, column 2 (see Question 7).
5	Does the definition of chief executive include the possessor of equivalent responsibilities with another title, such as a managing director or managing partner?	Yes.
6	Is it possible for a firm to have more than one individual as its chief executive?	Although unusual, some firms may wish the responsibility of a chief executive to be held jointly by more than one individual. In that case, each of them will be a chief executive and the functions must be allocated to all of them under SYSC 4.4.5 R, column 2 (see also Questions 2 and 7).
7	If a firm has an individual as chief executive, must the functions be allocated to that individual?	Normally, yes, under SYSC 4.4.5 R, column 2. But if the firm is a body corporate and a member of a group, the functions may, instead of being allocated to the firm's chief executive, be allocated to a director or senior manager from the group responsible for the overall management of the group or of a relevant group division, so long as this is appropriate (see Question 3). Such individuals will nevertheless require approval by the FSA (see Question 1). If the firm chooses to allocate the functions to a director or senior manager responsible for the overall management of a relevant group division, the FSA would expect that individual to be of a seniority equivalent to or greater than a chief executive of the firm for the allocation to be appropriate. See also Question 14.
8	If a firm has a chief executive, can the functions be allocated to other individuals in addition to the chief executive?	Yes. SYSC 4.4.5 R, column 3, permits a firm to allocate the functions, additionally, to the firm's (or where applicable the group's) directors and senior managers as long as this is appropriate (see Question 3).
9	What if a firm does not have a chief executive?	Normally, the functions must be allocated to one or more individuals selected from the firm's (or where applicable the group's) directors and senior managers under SYSC 4.4.5 R, column 3. But if the firm: (1) is a body corporate and a member of a group; and (2) the group has a director or senior manager responsible for the overall management of the group or of a relevant group division; then the functions must be allocated to that individual (together, optionally, with individuals from column 3 if appropriate) under SYSC 4.4.5 R, column 2.
10	What do you mean by "group division within which some or all of the firm's regulated activities fall"?	A "division" in this context should be interpreted by reference to geographical operations, product lines or any other method by which the group's business is divided. If the firm's regulated activities fall within more than one division and the firm does not wish to allocate the functions to its chief executive, the allocation must, under SYSC 4.4.5 R, be to: (1) a director or senior manager responsible for the overall management of the group; or (2) a director or senior manager responsible for the overall management of one of those divisions; together, optionally, with individuals from column 3 if appropriate. (See also Questions 7 and 9.)
11	How does the requirement to allocate the functions in SYSC 4.4.5 R apply to an overseas firm which is not an incoming EEA firm, incoming Treaty firm or UCITS qualifier?	The firm must appropriately allocate those functions to one or more individuals, in accordance with SYSC 4.4.5 R, but: (1) The responsibilities that must be apportioned and the systems and controls that must be overseen are those relating to activities carried on from a UK establishment with certain exceptions (see SYSC 1 Annex 1.1.8R). Note that SYSC 1 Annex 1.1.10R does not extend the territorial scope of SYSC 4.4 for an overseas firm. (2) The chief executive of an overseas firm is the person responsible for the conduct of the firm's business within the United Kingdom (see the definition of "chief executive"). This might, for example, be the manager of the firm's UK establishment, or it might be the chief executive of the firm as a whole, if he has that responsibility. The apportionment and oversight function applies to such a firm, unless it falls within a particular exception from the approved persons regime (see Question 1).
12	How does the requirement to allocate the functions in SYSC 4.4.5 R apply to an incoming EEA firm or incoming Treaty firm?	SYSC 1 Annex 1.1.1R(2) and SYSC 1 Annex 1.1.8R restrict the application of SYSC 4.4.5 R for such a firm. Accordingly: (1) Such a firm is not required to allocate the function of dealing with apportionment in SYSC 4.4.5R (1). (2) Such a firm is required to allocate the function of oversight in SYSC 4.4.5R (2). However, the systems and controls that must be overseen are those relating to matters which the FSA, as Host State regulator, is entitled to regulate (there is guidance on this in SUP 13A Annex 2). Those are primarily, but not exclusively, the systems and controls relating to the conduct of the firm's activities carried on from its UK branch. (3) Such a firm need not allocate the function of oversight to its chief executive; it must allocate it to one or more directors and senior managers of the firm or the firm's group under SYSC 4.4.5 R, row (2). (4) An incoming EEA firm which has provision only for cross border services is not required to allocate either function if it does not carry on regulated activities in the United Kingdom; for example if they fall within the overseas persons exclusions in article 72 of the Regulated Activities Order. See also Questions 1 and 15.
13	What about a firm that is a partnership or a limited liability partnership?	The FSA envisages that most if not all partners or members will be either directors or senior managers, but this will depend on the constitution of the partnership (particularly in the case of a limited partnership) or limited liability partnership. A partnership or limited liability partnership may also have a chief executive (see Question 5). A limited liability partnership is a body corporate and, if a member of a group, will fall within SYSC 4.4.5 R, row (1) or (2).
14	What if generally accepted principles of good corporate governance recommend that the chief executive should not be involved in an aspect of corporate governance?	The Note to SYSC 4.4.5 R provides that the chief executive or other executive director or senior manager need not be involved in such circumstances. For example, the UK Corporate Governance Code 5 recommends that the board of a listed company should establish an audit committee of non-executive directors to be responsible for oversight of the audit. That aspect of the oversight function may therefore be allocated to the members of such a committee without involving the chief executive. Such individuals may require approval by the FSA in relation to that function (see Question 1). 5
15	What about incoming electronic commerce activities carried on from an establishment in another EEA State with or for a person in the United Kingdom?	SYSC does not apply to an incoming ECA provider acting as such.

LR 9.8.6R06/06/2011

In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report1:1(1) a statement setting out all the interests (in respect of which transactions are notifiable to the company under DTR 3.1.2 R) 4of each person who is4 a3director of the listed company as at the end of4 the period under review including:44334(a) all changes in the interests of each director that have occurred between the end of the

DEPP 7.2.8G28/08/2007

In circumstances where an interview is to be conducted as part of the investigation, the FSA's investigator will have conduct of the interview. In general, the FSA's investigators will be employees of the FSA, but in appropriate cases the FSA may appoint persons who are not its employees. In those cases, the FSA may choose to require that an FSA employee is present at the interview and may choose to appoint that person as an investigator.

Related provisions for TC 2.2A.2

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