Related provisions for MCOB 13.3.4C

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SUP 7.2.1GRP
The FCA5 has the power under sections 55J and 55L5of the Act to vary a firm'sPart 4A permission and/or impose a requirement on a firm.5 Varying a firm'sPart 4A permission5 includes imposing a limitation on that Part 4A permission.5555551
SUP 7.2.2GRP
The circumstances in which the FCA5 may vary a firm'sPart 4A permission5 on its own initiative or impose a requirement on a firm5 under sections 55J or 55L5 of the Act include where it appears to the FCA5 that:5555(1) one or more of the threshold conditions for which the FCA is responsible5 is or is likely to be no longer satisfied; or(2) it is desirable to vary a firm's permission in order to meet any of the FCA's5 statutory objectives under the Act; or5335(3) a firm has not
SUP 7.2.3GRP
The FCA5 may also use its own-initiative powers5 for enforcement purposes. EG 82 sets out in detail the FCA's5 powers under sections 55J and 55L of the Act5 and the circumstances under which the FCA5 may use its own-initiative powers5 in this way, whether for enforcement purposes or as part of its day to day supervision of firms. This chapter provides additional guidance on when the FCA5 will use these powers for supervision purposes.55255555
SUP 7.2.4GRP
The FCA5 may use its own-initiative powers5 only in respect of a firm's5Part 4A permission5; that is, a permission granted to a firm under sections 55E or 55F5 of the Act (Giving permission) or having effect as if so given. In respect of an incoming EEA firm, an incoming Treaty firm, or a UCITS qualifier, this power applies only in relation to any top-up permission that it has. There are similar but more limited powers under Part XIII of the Act in relation to the permission
SUP 7.2.4AGRP
5The FCA will consult the PRA before using its own-initiative powers in relation to a PRA-authorised person, or a member of a group which includes a PRA-authorised person.
SUP 7.2.4BGRP
5In the case of a dual-regulatedPRA-authorised person, the FCA may exercise its own-initiative variation power to add a new regulated activity other than a PRA-regulated activity to those activities already included in the firm'sPart 4A permission, or to widen the description of a regulated activity, only after consulting with the PRA.
SUP 7.2.5GRP
If the FCA5 exercises its own-initiative powers5, it will do so by issuing a supervisory notice. The procedure that will be followed is set out in DEPP 22. 552
SUP 7.2.6GRP
A firm has a right of referral to the Tribunal4 in respect of the FCA exercising its own-initiative powers on5 the firm'sPart 4A permission.5255
REC 4.2D.1GRP
(1) 1Under section 313A of the Act, the FCA5 may for the purpose of protecting:5(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 FCA5 exercises this power, the UK RIE concerned may refer the matter to the Tribunal.5
REC 4.2D.2GRP
The procedure the FCA5 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 FCA's internal arrangements provide for decisions to exercise this power to be taken at an appropriately senior level. If the FCA5 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)2.2
PERG 7.6.1GRP
A person considering applying for a certificate should, before sending in any application, contact the Perimeter Enquiries Team of the FCA (email: firm.queries@fca.org.uk, Tel 0800 111 6768) to discuss whether a certificate may be appropriate.
PERG 7.6.2GRP
(1) An application should be made by the proprietor of the relevant publication or service using the appropriate form, accessible from our website (see Forms/ Perimeter Guidance manual forms). The form asks for general information about the applicant and gives guidance notes on completion and other details of how the FCA can help.(2) An applicant will be asked to state his own view of the principal purpose of the publication or service. This should include an explanation why the
PERG 7.6.3GRP
After an application is sent in, the FCA may, on occasion, need to obtain additional information from the applicant or elsewhere to enable it to process the application.
PERG 7.6.4GRP
The Act does not specify a time limit for processing the application but the FCA intends to deal with an application as quickly as possible. The more complete and relevant the information provided by an applicant, the more quickly a decision can be expected. But on occasion it may be necessary to allow time in which the FCA can monitor the content of the service. This might happen where, for example, a service is in a form that makes record keeping difficult (such as a large website
PERG 7.6.6GRP
The FCA will consider any application for a certificate on its merits.
PERG 7.6.7GRP
Before it gives a certificate, the FCA must be satisfied that the principal purpose of the publication or service is neither of the purposes referred to in the exclusion (see PERG 7.4.5 G). If there is insufficient evidence, a certificate cannot be given.
PERG 7.6.8GRP
The FCA will form an overall view as to the purpose (or purposes) underlying the publication or service. It will then determine whether the principal purpose is neither of those referred to in article 54 of the Regulated Activities Order. Because the possible range of subject matter covered by different publications or services is very wide it is not possible to apply standard tests. The FCA will form a judgment as to the overall impression created by the publication or service.
PERG 7.6.9GRP
In reaching a view, the FCA will take into account both editorial and promotional material in the publication or service. It will also have regard to the stated purpose of the publication or service and to any other material relevant to its purpose.
PERG 7.6.11GRP
If the FCA decides to grant the application it will issue a certificate. The certificate will normally be granted for an indefinite period. It will state what it is that the FCA considers constitutes the periodical or service in relation to which the FCA is satisfied that the exclusion in article 54 of the Regulated Activities Order applies. In many cases this will be self-evident. But it may sometimes be necessary to include further details in the certificate indicating what
PERG 7.6.12GRP
An application may be refused on the grounds that the FCA is not satisfied that the principal purpose of the publication or service is neither of those mentioned in article 54(1)(a) or (b) of the Regulated Activities Order (see PERG 7.4.5 G). An application may also be refused on the grounds that the FCA considers that the vehicle through which advice is to be given is not a newspaper, journal, magazine or other periodical publication, a regularly updated news or information service
RCB 3.5.2DRP
If an owner proposes to transfer the asset pool to a new owner it must provide the FCA as a minimum with the following information in writing at least three months before the proposed transfer date:(1) name, address and contact details of the proposed new owner;(2) proposed transfer date and reasons for the transfer;(3) an explanation of how the proposed new owner will comply with the requirements imposed on it by the RCB Regulations and RCB; and(4) confirmation that the existing
RCB 3.5.4DRP
If an issuer proposes to make a material change to the contractual terms of a regulated covered bond, it must inform the FCA of the following information to the FCA at least 3 months before the proposed date of the change:(1) details of the proposed change including proposed date of change and the reasons for it;(2) an assessment of the impact of the change on the ability of the issuer and owner to continue to comply with their requirements under the RCB Regulations and RCB; and
RCB 3.5.5GRP
The FCA will regard as material any change that may affect the ability of the issuer or the owner to continue to comply with the requirements made on them under the RCB Regulations and RCB.
RCB 3.5.6DRP
The issuer or the owner, as the case may be, must notify the FCA immediately, in writing by e-mail or hand-delivered letter, if Regulation 18(2), or 24(1)(c) of the RCB Regulations (obligation to inform FCA if asset pool not capable, or not likely to be capable of covering claims) is triggered.
RCB 3.5.7DRP
The issuer or the owner, as the case may be, must notify the FCA immediately in writing by e-mail, or hand-delivered letter, if requirements relating to the relevant regulated covered bond under the RCB Regulations or RCB are, or are likely to be, materially breached, or of any other matter which the FCA should be made aware of.
RCB 3.5.9DRP
1The issuer must notify the FCA if it proposes to cancel in full or in part a regulated covered bond or programme at least 3 business days before the cancellation will take effect.
RCB 3.5.10DRP
1The issuer must send to the FCA the information in the form set out in RCB 3 Annex 6 D and an updated asset and liability profile form (RCB 3 Annex 3 D) on the date of cancellation of the regulated covered bond or programme.
RCB 3.5.11DRP
1The issuer must publish the asset notification form sent to the FCA under RCB 3.3.1 D.
REC 3.15.1GRP
(1) The purpose of REC 3.15.2 R to REC 3.15.5 G is to enable the FCA3 to obtain information where a UK recognised body decides to suspend the provision of its services in relation to particular investments or (for an RAP) decides to cancel an auction.2 Planned changes to the provision of services should be notified to the FCA3under REC 3.14.33(2) REC 3.15.6 R to REC 3.15.7 R provide for notification to the FCA3where a UK recognised body is unable to operate or provide its facilities
REC 3.15.2RRP
Where, for any reason, an RIE: (1) suspends trading in any derivative (other than an option in relation to a security), in any type of security or in any type of option in relation to a security; or(2) temporarily calls a trading halt in respect of any type of security or in any type of option in relation to a security;it must immediately give the FCA3notice of that event, particulars of that derivative, type of security or type of option in relation to a security, as the case
REC 3.15.2ARRP
1When a UK RIE suspends trading on a regulated market in any financial instrument, it must immediately give the FCA3notice of that event and relevant information including particulars of that financial instrument and the reasons for the action taken. [Note: Article 41(1), paragraph 2 of MiFID]3
REC 3.15.3RRP
Where a UK recognised body suspends providing clearing facilitation services generally in respect of any derivative (other than an option in relation to a security), type of security or type of option in relation to a security, it must immediately give the FCA notice of that event, particulars of that derivative, type of security or type of option in relation to a security, as the case may be, and the reasons for the action taken.33
REC 3.15.4RRP
Where a UK recognised body suspends any arrangements it makes for the safeguarding and administration of any type of asset belonging to any other person (other than an undertaking in the same group), that UK recognised body must immediately give the FCA3notice of that event, particulars of that type of asset and the reasons for the action taken.3
REC 3.15.6RRP
Where, because of the occurrence of any event or circumstances, a UK recognised body is unable to operate any of its facilities within its normal hours of operation, it must immediately give the FCA3notice of that inability and inform the FCA:333(1) which facility it is unable to operate; (2) what event or circumstance has caused it to become unable to operate that facility within those hours; and(3) what action, if any, it is taking or proposes to take to enable it to recommence
REC 3.15.7RRP
Where, because of the occurrence of any event or circumstances, a UK recognised body extends its hours of operation, it must immediately give the FCA3notice of that event, and inform the FCA3:33(1) what event or circumstance has caused it to do so; (2) the new hours of operation; and(3) the date on which it expects to revert to its normal hours of operation.
REC 3.15.8RRP
2Where an RAP has to cancel an auction in the circumstances set out in articles 7(5) or 7(6) of the auction regulation, it must immediately give the FCA3notice of that cancellation.3
REC 3.15.9GRP
2Under article 7(7) of the auction regulation, an RAP is required to notify the FCA3of:3(1) the methodology used to determine the application of article 7(6) of the auction regulation; and(2) modifications to that methodology made between bidding windows.
REC 3.26.1GRP
1Under section 300B(1) of the Act (Duty to notify proposal to make regulatory provision), a UK RIE3 that proposes to make any regulatory provision must give written notice of the proposal to the FCA4without delay.344
REC 3.26.2GRP
1Under section 300B(2) of the Act, the FCA4may, by rules under section 293 (Notification requirements):4(1) 1specify descriptions of regulatory provision in relation to which, or circumstances in which, the duty in section 300B(1) does not apply, or(2) 1provide that the duty applies only to specified descriptions of regulatory provision or in specified circumstances.
REC 3.26.3GRP
1Under section 300B(3) of the Act, the FCA4may also by rules under section 293: 4(1) 1make provision as to the form and contents of the notice required, and(2) 1require the UK recognised body to provide such information relating to the proposal as may be specified in the rules or as the FCA4may reasonably require.4
REC 3.26.5RRP
1A notice under section 300B(1) of the Act of a proposal to make a regulatory provision must be in writing and state expressly that it is a notice for the purpose of that section. To be effective, a notice must: (1) 1contain full particulars of the proposal to make a regulatory provision which is the subject of that notice; and(2) 1either be accompanied by sufficient supporting information to enable the FCA4to assess the purpose and effect of the proposed regulatory provision
REC 3.26.6GRP
1In determining whether a UK RIE3has provided sufficient supporting information, the FCA4may have regard to the extent to which the information includes:44(1) 1clearly expressed reasons for the proposed regulatory provision; and(2) 1an appropriately detailed assessment of the likely costs and benefits of the proposed regulatory provision.
REC 3.26.7RRP
1A UK RIE3must provide such additional information in connection with a notice under section 300B(1) of the Act as the FCA4may reasonably require.344
REC 3.26.8GRP
1Where a UK RIE3wishes to give notice to the FCA4for the purposes of section 300B(1) of the Act, it should in the first instance inform its usual supervisory contact at the FCA.43444
REC 3.26.9GRP
1The FCA4expects that an advanced draft of any consultation document a UK RIE3intends to publish in connection with a proposed regulatory provision could provide some or all of the information described in REC 3.26.5 R.3434
SUP 11.9.1ARRP
6(1) A firm must notify the FCA that it has become or ceased to be closely linked with any person. The notification must be made by completing the Close Links Notification Form (see SUP 11.9.3B G) and must include the information set out in SUP 16.5.4 R (4).(2) If a group includes more than one firm, a single close links notification may be made by completing the Close Links Notification Form and so satisfy the notification requirement for all firms in the group. Nevertheless,
SUP 11.9.3-AGRP
6The FCA may ask the firm for additional information following a notification under SUP 11.9.1A R in order to satisfy itself that the firm continues to satisfy the threshold conditions (see SUP 2: Information gathering by the FCA and PRA on their own initiative).
SUP 11.9.3BGRP
6The Close Links Notification Form approved by the FCA for notifications under SUP 11.9.1A R, SUP 11.9.5A R and SUP 16.5.4 R (1), may be found at the FCA website.
SUP 11.9.4ARRP
6The firm must make a notification to the FCA under SUP 11.9.1A R:(1) as soon as reasonably practicable and no later than one month after it becomes aware that it has become or ceased to be closely linked with any person; or(2) where a firm has elected to report on a monthly basis, within fifteen business days of the end of each month by completing the Close Links Notification Form, including the information set out in SUP 16.5.4 R(4)4 for that month and must submit the group
SUP 11.9.5ARRP
6(1) A firm elects to report changes in close links on a monthly basis by sending a written notice of election to the firm's usual supervisory contact at the FCA.(2) An election to report changes in close links on a monthly basis will stand until such time as the firm gives its usual supervisory contact at the FCA at least one month's written notice of its intention to cease reporting changes in close links on a monthly basis.
SUP 11.9.6AGRP
6The FCA considers that monthly reporting of changes in close links will ordinarily only be appropriate for firms forming part of large groups.
PERG 8.12.6GRP
There is no definition in the Financial Promotion Order of what ‘proper systems and procedures’ are, and the matter will ultimately be for the courts to determine. This is unsurprising as systems and procedures may take many different forms depending upon the precise circumstances in which financial promotions are made. But it is clear that persons seeking conclusive proof that the exemption applies must consciously make arrangements to prevent their dealing with certain recipients
PERG 8.12.8GRP
In any case, some but not all of the conditions referred to in PERG 8.12.5G (1) to PERG 8.12.5G (2) and PERG 8.12.7G (1) to PERG 8.12.7G (2) (or the additional condition that the communication is included in a website, newspaper or periodical publication which is principally accessed in or intended for a non-UK market or in a radio or television broadcast or teletext service transmitted principally for reception overseas) may be met. In these cases, those conditions being satisfied
PERG 8.12.11GRP
This exemption applies to any financial promotion that is made with a view to or for the purposes of introducing the recipient to certain kinds of person. These are authorised persons who carry on the controlled activity to which the financial promotion relates, or exempt persons where the financial promotion relates to a controlled activity that is also a regulated activity in relation to which he is an exempt person. This is subject to the requirement that:11(1) the person making
PERG 8.12.19GRP
The conditions in article 18(2) include a requirement that the person making the financial promotion does not select, modify or otherwise exercise control over its content before it is transmitted or received. Article 18(3) provides that a person is not selecting, modifying or exercising control merely as a result of having power to remove material which is illegal, defamatory or in breach of copyright or at the request of a regulatory body or where the law requires him to do
PERG 8.12.20GRP
The conditions in article 18 also require that the person acting as the mere conduit must communicate in the course of an activity1 carried on by him the principal purpose of which is transmitting or receiving material provided to him by others. In the FCA's view, what matters is that the person is carrying on an activity1 which has the required principal purpose. Such an activity1 might represent but a part of a person’s overall business1 activities (however small), so long as
PERG 8.12.22GRP
Article 19(4) sets out conditions which, if all are satisfied, offer conclusive proof that a financial promotion is directed only at investment professionals. These conditions relate to indications accompanying the financial promotion and the existence of proper systems and procedures. The guidance about proper systems and procedures in PERG 8.12.6 G applies equally to article 19. Article 19(6) specifically states that a financial promotion may be treated as made only to or directed
PERG 8.12.25GRP
With this objective in mind, the exemption in article 20 applies to any non-real time financial promotion the contents of which are devised by a person acting as a journalist where the financial promotion is in:1(1) a newspaper, journal, magazine or other periodical publication;(2) a regularly updated news or information service (such as a website or teletext service); or(3) a television or radio broadcast or transmission.In addition, the publication, service or broadcast must
PERG 8.12.26GRP
Provided the conditions in PERG 8.12.25 G are met, the exemption in article 20 applies to any non-real time financial promotion. However, there is an additional condition where the subject matter of the financial promotion is shares or options, futures or contracts for differences relating to shares and the financial promotion identifies directly a person who issues or provides such an investment. In such cases, the exemption is subject to a disclosure requirement which is itself
PERG 8.12.29GRP
The effect of PERG 8.12.27G (1) is that a journalist will not breach section 21 by not disclosing a financial interest, providing that the publication, service or broadcast concerned operates proper systems and procedures. As with the exemption in article 12 of the Financial Promotion Order (see PERG 8.12.6 G), what proper systems and procedures are will be a matter ultimately for the courts to determine and may vary according to the medium used. It will depend upon all the circumstances
PERG 8.12.30GRP
Persons such as experts or analysts may be approached to contribute at very short notice and may be overseas. In such cases, the systems and procedures referred to in PERG 8.12.29 G may not be practical. It is the FCA's opinion that, where occasional contributors are concerned, proper systems and procedures may include arrangements for ensuring that the need for disclosure (or the avoidance of financial interests) is drawn to the contributor’s attention before the communication
PERG 8.12.31GRP
It appears to the FCA, however, that there will be situations when it may not be practical for the persons who are responsible for a publication, service or broadcast to apply proper systems and procedures to every person who may, whilst acting in the capacity of a journalist, communicate a financial promotion. For example where persons are asked to stand in at the last moment. In such cases, it is the FCA's opinion that the benefit of the exclusion will not be lost as respects
PERG 8.12.34GRP
The exemption applies where the financial promotion:(1) comprises words which are spoken by the director or employee and not broadcast, transmitted or displayed in writing; or(2) is displayed in writing only because it is part of an interactive dialogue to which the director or employee is a party and in the course of which he is expected to respond immediately to questions put by a recipient of the communication.This is provided that the financial promotion is not part of an
PERG 8.12.36GRP
The first part of the exemption (referred to in PERG 8.12.34G (1)) specifically precludes any form of written communication. However, the FCA understands that the Treasury did not intend to prohibit the use of written words in the form of subtitling. These may be an aid to those with hearing difficulties or to interpret a foreign language, or the use of captions which supplement a spoken communication by highlighting aspects of it without introducing anything new. The FCA cannot
SUP 15A.1.1GRP
1Where a person intends to rely on article 4(2), 10(2) or 89(2) of EMIR for an exemption from the clearing obligation set out in article 4(1) or 10(1) of EMIR, the person should make their application or notification to the FCA in such manner, and by providing such information, as the FCA directs or requires.
SUP 15A.1.2GRP
Where a personmakes a notification in respect of the obligation set out in article 10(1)(a) of EMIR, the person should make the notification to the FCA in such manner, and by providing such information, as the FCA directs or requires.
SUP 15A.1.3GRP
Where a person intends to rely on article 11(6), (7), (8), 9) or (10) for an exemption from the obligation to implement risk management procedures set out in article 11(3) of EMIR, the person should make their application or notification to the FCA in accordance with EMIR requirements.
SUP 15A.1.4GRP
The FCA may require any information referred to in SUP 15A.1.1 G to SUP 15A.1.3 G above to be provided in such form, or to be verified in such as a way, as the FCA may reasonably direct.
SUP 15A.1.5GRP
At any time after receiving an application or notification for exemption from, or a notification in respect of, EMIR requirements, the FCA may require the person concerned to provide it with such further information as it reasonably considers necessary to enable it to determine the application or consider the notification.
RCB 3.3.1DRP
The issuer must send to the FCA, information relating to the asset pool, in the form set out in RCB 3 Annex 2D (asset notification form), and information relating to the regulated covered bonds issued under the programme, in the form set out in RCB 3 Annex 3 D (asset and liability profile form).1
RCB 3.3.2DRP
The issuer must send the asset notification form1 to the FCA each month following the registration date, and the asset and liability profile form to the FCA1 within one month of the end of each quarter following the registration date.1
RCB 3.3.2ADRP
1The issuer must send to the FCA loan-by-loan level data relating to the asset pool in the form set out in RCB 3 Annex 7A D within one month of the end of each quarter following any issuance of regulated covered bonds after 1 January 2013. Guidance on how to complete this form is set out in RCB 3 Annex 7B G.
RCB 3.3.3DRP
If the issuer is in insolvency, the owner must send to the FCA the notifications set out at RCB 3.3.1 D and RCB 3.3.2A D1 by the same dates as the dates the notifications under those directions are due. 1
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 information provided to the FCA is correct.1
RCB 3.3.5DRP
1If the issuer or the owner (as the case may be) proposes to add or remove assets to or from the asset pool which change the level of over collateralisation by 5% or more, it must notify the FCA using the form set out in RCB 3 Annex 2 D (asset notification form) at least 5 business days prior to the proposed transfer, giving expected details of the size and composition of the transfer.
COND 2.5.1AUKRP
(1) 15A must be a fit and proper person having regard to all the circumstances, including-(a) A’s connection with any person;(b) the nature (including the complexity) of any regulated activity that A carries on or seeks to carry on;(c) the need to ensure that A’s affairs are conducted in an appropriate manner, having regard in particular to the interests of consumers and the integrity of the UK financial system;(d) whether A has complied and is complying with requirements imposed
COND 2.5.1CUKRP
(1) 15B must be a fit and proper person, having regard to the operational objectives of the FCA.(2) The matters which are relevant in determining whether B satisfies the condition in sub-paragraph (1) include-(a) B’s connection with any person;(b) the nature (including the complexity) of any regulated activity that B carries on or seeks to carry on;(c) the need to ensure that B’s affairs are conducted in an appropriate manner, having regard in particular to the interests of consumers
COND 2.5.1DGRP
15Paragraph 3D of Schedule 6 to the Act sets out the suitability threshold condition which is relevant to the discharge by the FCA of its functions under the Act in relation to firms carrying on, or seeking to carry on, regulated activities which include a PRA-regulated activity.
COND 2.5.1EGRP
15The guidance in COND 2.5 should be read as applying to both paragraph 2E of Schedule 6 to the Act and, as far as relevant to the discharge by the FCA of its functions under the Act in respect of firms carrying on, or seeking to carry on, a PRA-regulated activity, paragraph 3D of Schedule 6 of the Act.
COND 2.5.2GRP
(1) [deleted]1515(2) The FCA15 will also take into consideration anything that could influence a firm's continuing ability to satisfy the threshold conditions set out in paragraphs 2E and 3D of Schedule 6 to the Act15. Examples include the firm's position within a UK or international group, information provided by overseas regulators about the firm, and the firm's plans to seek to vary its Part 4A permission15 to carry on additional regulated activities once it has been granted
COND 2.5.3GRP
(1) The emphasis of the threshold conditions set out in paragraphs 2E and 3D of Schedule 6 of the Act15 is on the suitability of the firm itself. The suitability of each person who performs a controlled function will be assessed by the FCA and/or the PRA, as appropriate,15 under the approved persons regime (see SUP 10 (Approved persons) and FIT). In certain circumstances, however, the FCA15 may consider that the firm is not suitable because of doubts over the individual or collective
COND 2.5.4GRP
(1) [deleted]1515(2) Examples of the kind of general considerations to which the FCA may have regard when assessing whether a firm will satisfy, and continue to satisfy, the threshold conditions set out in paragraphs 2E and 3D of Schedule 6 to the Act include, but are not limited to, whether the firm:1515(a) conducts, or will conduct, its business with integrity and in compliance with proper standards;(b) has, or will have, a competent and prudent management; and(c) can demonstrate
COND 2.5.6GRP
Examples of the kind of particular considerations to which the FCA may have regard when assessing whether a firm will satisfy, and continue to satisfy, this threshold condition include, but are not limited to, whether:1515(1) the firm has been open and co-operative in all its dealings with the FCA15and any other regulatory body (see Principle 11 (Relations with regulators)) and is ready, willing and organised to comply with the requirements and standards under the regulatory system
SUP 1A.3.1GRP
The FCA will adopt a pre-emptive approach which will be based on making forward-looking judgments about firms' business models, product strategy and how they run their businesses, to enable the FCA to identify and intervene earlier to prevent problems crystallising. The FCA's approach to supervising firms will contribute to its delivery against its objective to protect and enhance the integrity of the UK financial system (as set out in the Act). Where the FCA has responsibilities
SUP 1A.3.2GRP
The overall approach in the FCA supervision model is based on the following principles:(1) forward looking and more interventionist;(2) focused on judgment, not process;(3) consumer-centric;(4) focused on the big issues and causes of problems;(5) interfaces with executive management/Boards;(6) robust when things go wrong;(7) focused on business model and culture as well as product supervision;(8) viewing poor behaviour in all markets through the lens of the impact on consumers;(9)
SUP 1A.3.3GRP
The FCA supervision model risk assessment process applies to all firms, although the detail required may vary from firm to firm. For example, some firms may experience a highly intensive level of contact although others may only be contacted once every four years. Firms judged as high impact are likely to require a more detailed assessment. A peer review process within the FCA assists consistency and will be focused on firms and sectors of the industry that could cause, or are
SUP 1A.3.5GRP
In order to create incentives for firms to raise standards and to maximise the success of the FCA's supervisory arrangements, it is important that a firm understands the FCA's evaluation of its risk so that it can take appropriate action.
SUP 1A.3.6GRP
(1) The FCA intends to communicate the outcomes of its pillars of supervision to each firm within an appropriate time frame. In the case of firms in which risks have been identified which could have a material bearing on the FCA meeting its statutory objectives, the FCA will also outline a remedial programme intended to address these.(2) The FCA considers that it would generally be inappropriate for a firm to disclose its FCA risk assessment to third parties, except to those who
SUP 1A.3.7GRP
As many firms will not have dedicated, fixed portfolio resource, the first point of contact for many issues for such firms will be handled by the FCA's Contact Centre, with the aim being that fewer issues and queries will need to be referred to the supervisors. To support all firms the FCA will also provide regional workshops and road shows to clarify its expectations on these risks and issues that are particularly important to the FCA.
SUP 1A.3.8GRP
While respecting each regulator's different statutory objectives and mandates, in undertaking its supervisory activity the FCA will co-ordinate and co-operate with the PRA as required and necessary in the interests of the effective and efficient supervision of regulated firms and individuals. Both regulators will coordinate with each other as required under the Act, including on the exchange of information relevant to each regulator's individual objectives. However, the FCA and
PERG 8.6.1GRP
The word ‘communicate’ is extended under section 21(13) of the Act and includes causing a communication to be made. This means that a person who causes the communication of a financial promotion by another person is also subject to the restriction in section 21. Article 6(d) of the Financial Promotion Order also states that the word ‘communicate’ has the same meaning when used in exemptions in the Order. Article 6(a) also states that the word ‘communication’ has the same meaning
PERG 8.6.2GRP
Apart from the originators of a financial promotion, the FCA considers the following persons to be communicating it or causing it to be communicated:(1) publishers and broadcasters who carry advertisements (including websites carrying banner advertisements); and(2) intermediaries who redistribute another person’s communication probably with their own communications.
PERG 8.6.3GRP
In the FCA's view, the following persons will not be causing or communicating:(1) advertising agencies and others when they are designing advertising material for originators;(2) persons who print or produce material for others to use as advertisements;(3) professional advisers when they are preparing material for clients or advising them on the need to communicate or the merits or consequences of their communicating a financial promotion; and(4) persons who are responsible for
PERG 8.6.4GRP
The FCA considers that, to communicate, a person must take some active step to make the communication. This will be a question of fact in each case. But a person who knowingly leaves copies of a document where it is reasonable to presume that persons will pick up copies and may seek to act on them will be communicating them.
PERG 8.6.7GRP
A general point arises about causing and communicating on whether a particular exemption that applies to a communication made by a specified person also applies to a person who is causing that communication to be made. For example, article 551 of the Financial Promotion Order (Communications by members of professions)1 applies only to a communication by an exempt professional firm.1 This exemption may apply where a person ('P') requests an exempt professional firm ('E') to1communicate
PERG 8.6.8GRP
Another general point arises about the scope of exemptions that apply only to financial promotions by a particular person. This is whether the exemption applies to the communication of a financial promotion by an unauthorised person on behalf of the person to whom the exemption applies. In the FCA's view, this will not be the case unless the exemption specifically states that it applies to a communication made on behalf of the person identified in the exemption. For example, article
PERG 8.6.10GRP
In the FCA's opinion, the matters in PERG 8.6.9 G have the following effects.(1) Any one particular communication will either be real time or non-real time but not both. This is because:(a) a real time communication is one made in the course of an interactive dialogue (see PERG 8.10.2 G for guidance on the meaning of real time);(b) those exemptions which concern real time communications apply only to communications which are made to persons and not those which are directed at
SUP 12.8.1RRP
If either the firm or the appointed representative notifies the other that it proposes to terminate the contract of appointment or to amend it so that it no longer meets the requirements contained or referred to in SUP 12.5 (Contracts: required terms), the firm must:2(1) complete and submit to the FCA the form in SUP 12 Annex 5 R (Appointed representative termination form) in accordance with the instructions on the form and no more than ten business days after the date of the
SUP 12.8.1ARRP
(1) 4A firm other than a credit union must submit any notification under SUP 12.8.1 R (1) in the form set out in SUP 12 Annex 5 R, online at www.fsa.gov.uk using the FCA's ONAsystem.(2) A credit union must submit any notification under SUP 12.8.1 R (1) in the form set out in SUP 12 Annex 5 R and in the way set out in SUP 15.7.4 R to SUP 15.7.9 G (Form and method of notification).(3) Where a firm is obliged to submit a notification online under (1), if the FCA's information technology
SUP 12.8.1BGRP
4If the FCA's information technology systems fail and online submission is unavailable for 24 hours or more, the FCA will endeavour to publish a notice on its website confirming that online submission is unavailable and that the alternative methods of submission set out in SUP 12.8.1AR(3) and SUP 15.7.4 R to SUP 15.7.9 G (Form and method of notification) should be used.
SUP 12.8.2GRP
In assessing whether to terminate a relationship with an appointed representative, a firm should be aware that the notification rules in SUP 15 require notification to be made immediately to the FCA if certain events occur. Examples include a matter having a serious regulatory impact or involving an offence or a breach of any requirement imposed by the Act or by regulations or orders made under the Act by the Treasury.
SUP 12.8.4GRP
The firm is responsible for notifying the FCA of any approved person who no longer performs a controlled function under an arrangement entered into by a firm or its appointed representative (see SUP 10.3).
SUP 12.8.5GRP
2The FCA has the power to remove from the Financial Services Register an appointed representative, whose scope of appointment covers insurance mediation activities (see SUP 12.4.9 G and SUP 12.4.10 G).
PERG 4.6.2GRP
In the FCA's view, the circumstances in which a person is giving advice on the borrower varying the terms of a regulated mortgage contract so as to vary his obligations under the contract include (but are not limited to) where the advice is about:(1) the borrower obtaining a further advance secured on the same land as the original loan; or(2) a rate switch or a product switch (that is, where the borrower does not change lender but changes the terms for repayment from, say, a variable
PERG 4.6.9GRP
In the FCA's view, guiding a person through scripted questions or a decision tree should not, of itself, involve advice within the meaning of article 53A (it should be generic advice). But the combination of advice, which in isolation may properly be considered generic, with the identification of a particular or several particular regulated mortgage contracts may well, in the FCA's view, cause the person to be advising on regulated mortgage contracts; the FCA considers that it
PERG 4.6.13GRP
In the FCA's view, advice requires an element of opinion on the part of the adviser which steers or is intended to steer a borrower or potential borrower in the direction of one or more particular mortgages. In effect, it is a recommendation as to a course of action. Information on the other hand, involves objective statements of facts and figures.
PERG 4.6.16GRP
In the FCA's opinion, however, such information is likely take on the nature of advice if the circumstances in which it is provided give it the force of a recommendation as described in PERG 4.6.10 G. Examples of situations where information provided by a person ('P') are likely to take the form of advice are given below.(1) P provides information on a selected, rather than balanced and neutral, basis that would tend to influence the decision of the borrower. This may arise where
PERG 4.6.22GRP
Undertaking the process of scripted questioning gives rise to particular issues concerning advice. These mainly involve two aspects of this regulated activity. These are that advice must relate to a particular regulated mortgage contract (see PERG 4.6.5 G) and the distinction between information and advice (see PERG 4.6.13 G). Whether or not scripted questioning in any particular case is advising on regulated mortgage contracts will depend on all the circumstances. If the process
PERG 4.6.23GRP
The potential for variation in the form, content and manner of scripted questioning is considerable, but there are two broad types. The first type involves providing questions and answers which are confined to factual matters (for example, whether a borrower wishes to pay a fixed or variable rate of interest or the size of deposit available). In the FCA's view, this does not of itself amount to advising on regulated mortgage contracts, as it involves the provision of information
PERG 4.6.25GRP
In the scenarios identified inPERG 4.6.23G (3)1 andPERG 4.6.24G (2)1, the FCA considers that it is necessary to look at the process and outcome of scripted questioning as a whole. It may be that the element of advice incorporated in the questioning may properly be viewed as generic advice if it were considered in isolation. But, although the actual advice may be generic, the process has ended in identifying one or more particular regulated mortgage contracts. The combination of
DEPP 6.7.1GRP
Persons subject to enforcement action may be prepared to agree the amount of any financial penalty, or the length of any period of suspension or restriction,2 and other conditions which the FCA3 seeks to impose by way of such action. Such conditions might include, for example, the amount or mechanism for the payment of compensation to consumers. The FCA3 recognises the benefits of such agreements, in that they offer the potential for securing earlier redress or protection for
DEPP 6.7.2GRP
In appropriate cases the FCA's3 approach will be to negotiate with the person concerned to agree in principle the amount of a financial penalty having regard to the FCA's3statement of policy as set out in DEPP 6.5 to DEPP 6.5D and DEPP 6.6.1 (This starting figure will take no account of the existence of the settlement discount scheme described in this section.) Such amount ("A") will then be reduced by a percentage of A according to the stage in the process at which agreement
DEPP 6.7.3GRP

  1. (1)

    The FCA3 has identified four stages of an action for these purposes:

    3
    1. (a)

      the period from commencement of an investigation until the FCA3 has:

      3
      1. (i)

        a sufficient understanding of the nature and gravity of the breach to make a reasonable assessment of the appropriate penalty; and

      2. (ii)

        communicated that assessment to the person concerned and allowed a reasonable opportunity to reach agreement as to the amount of the penalty ("stage 1");

    2. (b)

      the period from the end of stage 1 until the expiry of the period for making written representations or, if sooner, the date on which the written representations are sent in response to the giving of a warning notice ("stage 2");

    3. (c)

      the period from the end of stage 2 until the giving of a decision notice ("stage 3");

    4. (d)

      the period after the end of stage 3, including proceedings before the Tribunal and any subsequent appeals ("stage 4").

  2. (2)

    The communication of the FCA's3 assessment of the appropriate penalty for the purposes of DEPP 6.7.3G (1)(a) need not be in a prescribed form but will include an indication of the breaches alleged by the FCA3. It may include the provision of a draft warning notice.

    33
  3. (3)

    The reductions in penalty will be as follows:

      Stage at which agreement reached

      Percentage reduction

      Stage 1

      30

      Stage 2

      20

      Stage 3

      10

      Stage 4

      0

DEPP 6.7.4GRP
(1) Any settlement agreement between the FCA3 and the person concerned will therefore need to include a statement as to the appropriate penalty discount in accordance with this procedure.3(2) In certain circumstances the person concerned may consider that it would have been possible to reach a settlement at an earlier stage in the action, and argue that it should be entitled to a greater percentage reduction in penalty than is suggested by the table at DEPP 6.7.3G (3). It may
DEPP 6.7.5GRP
In cases in which the settlement discount scheme is applied, the fact of settlement and the level of the discount to the financial penalty imposed by the FCA3 will be set out in the final notice.3
DEPP 6.7.6GRP
2The settlement discount scheme which applies to the amount of a financial penalty, described in DEPP 6.7.2 G to DEPP 6.7.5 G, also applies to the length of the period of a suspension or restriction, having regard to the FCA's3 statement of policy as set out in DEPP 6A.3. 3
REC 4.7.1GRP
Under section 297 of the Act (Revoking recognition) 2and (for RAPs) under regulation 4 of the RAP regulations, the FCA3 has the power to revoke a recognition order relating to a recognised body. 3
REC 4.7.2GRP
The FCA3 will revoke a recognition order if: 3(1) [deleted]33(2) the recognised body has asked the FCA3 to revoke the order.3
REC 4.7.2AGRP
2Where the FCA3 makes a revocation order under section 297 of the Act in relation to a UK RIE which is also an RAP, the FCA3 will also revoke the recognition order relating to its status as an RAP.33
REC 4.7.3GRP
The FCA3 will usually consider revoking a recognition order if:3(1) the recognised body is failing or has failed to satisfy 2one or more of the recognised body requirements1and that failure has or will have serious consequences; or2(2) it would not be possible for the recognised body to comply with a direction under section 296 of the Act (FCA's3 power to give directions) or (for RAPs) regulation 3 of the RAP regulations;2 or 3(3) for some other reason, it would not be appropriate
REC 4.7.4GRP
The FCA3 would be likely to consider the conditions in REC 4.7.3 G (2) or REC 4.7.3 G (3) to be triggered1in the following circumstances:31(1) the recognised body appears not to have the resources or management to be able to organise its affairs so as to satisfy one or more of the recognised body requirements; or212(2) the recognised body does not appear to be willing to satisfy one or more of the recognised body requirements; or212(3) the recognised body is failing or has failed
REC 4.7.5GRP
In addition to the relevant 1factors set out in REC 4.7.4 G, the FCA3 will usually consider that it would not be able to secure an ROIE's3 compliance with the recognition requirements or other obligations in or under the Act by means of a direction under section 296 of the Act, if it appears to the FCA3 that the ROIE3 is prevented by any change in the legal framework or supervisory arrangements to which it is subject in its home territory from complying with the recognition requirements
SUP 16.13.2GRP
The purpose of this section is to give directions to authorised payment institutions and small payment institutions under regulation 82 (Reporting requirements) of the Payment Services Regulations in relation to:(1) the information in respect of their provision of payment services and their compliance with requirements imposed by or under Parts 2 to 6 of the Payment Services Regulations that they must provide to the FCA12; and12(2) the time at which and the form in which they
SUP 16.13.3DRP
(1) An authorised payment institution or a small payment institution must submit to the FCA12 the duly completed return applicable to it as set out in column (2) of the table in SUP 16.13.4D.2212(2) An authorised payment institution or a small payment institution must submit the return referred to in (1):(a) in the format specified as applicable in column (3) of the table in SUP 16.13.4D;(b) at the frequency and in respect of the periods specified in column (4) of that table;(c)
LR 3.3.2RRP
The following documents must be submitted, in final form, to the FCA by midday two business days before the FCA is to consider the application:(1) a completed Application for Admission of Securities to the Official List;(2) one of:(a) the prospectus, or listing particulars, that has been approved by the FCA; or(b) a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State
LR 3.3.3RRP
The1 following documents signed by a sponsor (if a sponsor is required under LR 8) or by a duly authorised officer of the applicant (if a sponsor is not required under LR 8) 1must be submitted, in final form, to the FCA before 9 a.m. on the day the FCA is to consider the 1application:1(1) a completed Shareholder Statement, in the case of an applicant that is applying for a listing of a class of 1shares4 for the first time; or [Note: see LR 8.4.3 R and LR 8.4.9 R1];414(2) a completed
LR 3.3.4RRP
If written confirmation of the number of shares 4to be allotted pursuant to a board resolution1 cannot be submitted to the FCA by the deadline set out in LR 3.3.2 R or the number of shares4to be admitted is lower than the number notified under LR 3.3.2 R,1 written confirmation of the number of shares4to be allotted or admitted must be provided to the FCA by 1the applicant or its sponsor at least one hour before the admission to listing is to become effective.14144141
LR 3.3.4ARRP
1If the FCA has considered an application for listing and the shares4the subject of the application are not all allotted and admitted following the initial allotment of the shares4(for example, under an offer for subscription), further allotments of shares4may be admitted if before 4pm on the day before admission is sought the FCA has been provided with:444(1) written confirmation of the number of shares4allotted pursuant to a board resolution; and4(2) a copy of the RIS announcement
LR 3.3.5RRP
1Written confirmation of the number of shares4that were allotted (pursuant to a board resolution allotting the shares)4 must be submitted to the FCA as soon as practicable after admission if the number is lower than the number that was announced under LR 3.2.7 G as being admitted to listing.1144
LR 3.3.7RRP
An applicant must provide to the FCA the documents set out in LR 3.3.6 R, if requested to do so.
SUP 9.2.1GRP
Requests for individual guidance may be made in writing or orally. Requests for individual guidance in relation to the Part 6 rules should be made in writing other than in circumstances of exceptional urgency or in the case of a request from a sponsor in relation to the provision of a sponsor service. 2If oral queries raise complex or significant issues, the FCA will normally expect the details of the request to be confirmed in writing. Simple requests for guidance may often be
SUP 9.2.2GRP
A firm and its professional advisers should address requests for individual guidance to the firm's usual supervisory contact at the FCA4, with the exception of requests for guidance on the Code of Market Conduct (MAR 1) which should be addressed to the specialist team within the Markets Division. A firm may wish to discuss a request for guidance with the relevant contact before making a written request. 44
SUP 9.2.3GRP
A person who is not a firm should address his request for individual guidance to the appropriate department within the FCA. A person who is unsure of where to address his request may address his enquiry to the FCA, making clear the nature of the request.
SUP 9.2.4GRP
The FCA does not expect to enter into discussions on a 'no-name' basis about the affairs of an individual person.112
SUP 9.2.5GRP
The FCA will aim to respond quickly and fully to reasonable requests. The FCA will give high priority to enquiries about areas of genuine uncertainty or about difficulties in relating established requirements to innovative practices or products. What constitutes a 'reasonable request' is a matter for the FCA. It will depend on the nature of the request and on the resources of the firm or other person making it. The FCA will expect the person to have taken reasonable steps to research
SUP 9.2.6GRP
The FCA will always need sufficient information and time before it can properly evaluate the situation and respond to a request. If a request is time-critical, the person or its professional adviser should make this clear. The more notice a person can give the FCA, the more likely it is that the FCA will be able to meet the person's timetable. However, the time taken to respond will necessarily depend upon the complexity and novelty of the issues involved. In making a request,