Related provisions for BIPRU 9.6.8

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MCOB 13.5.6GRP
In relation to MCOB 13.5.3 R, a firm should also have regard to the general law, including the Data Protection Act 1998, on the disclosure of information to third parties.
CONC 3.6.5RRP
(1) Where a financial promotion concerns a facility for which security is or may be required, the promotion must:(a) state that security is or may be required; and(b) specify the nature of the security.[Note: regulation 7(1) of CCAR 2004](2) Where, in the case of a financial promotion, the security comprises or may comprise a mortgage or charge on the customer's home:(a) except where (c) applies, the financial promotion must contain a warning in the form:“YOUR HOME MAY BE REPOSSESSED
COBS 11.2.22RRP
A firm must provide appropriate information to its clients on its order execution policy. [Note: paragraph 2 of article 21(3) of MiFID]
DTR 2.2.6GRP
It is not possible to prescribe how the reasonable investor test will apply in all possible situations. Any assessment should take into consideration the anticipated impact of the information in light of the totality of the issuer's activities, the reliability of the source of the information and other market variables likely to affect the relevant financial instrument in the given circumstances. However, information which is likely to be considered relevant to a reasonable investor's
SYSC 4.1.8BRRP
16Any arrangements made under SYSC 4.1.8A R must be notified to lenders under P2P agreements:(1) when such arrangements are made; or(2) if later, when the lender first becomes a lender under a P2P agreement with that operator; or(3) if the arrangements are changed, when that change is made; and(4) if the arrangement involves another firm taking over the management and administration of P2P agreements if the operator ceases to operate the electronic system in relation to lending,
ICOBS 5.1.4GRP
A firm should bear in mind the restriction on rejecting claims (ICOBS 8.1.1R (3)). Ways of ensuring a customer knows what he must disclose include:4(1) explaining to a commercial customer4 the duty to disclose all circumstances material to a policy, what needs to be disclosed, and the consequences of any failure to make such a disclosure; 4(2) ensuring that the commercial customer4 is asked clear questions about any matter material to the insurance undertaking;444(3) explaining
CONC 2.8.2RRP
A firm must make at least the following information easily, directly and permanently accessible to the recipients of the information society services it provides:(1) its name;(2) the geographic address at which it is established;(3) the details of the firm, including its e-mail address, which allow it to be contacted rapidly and communicated with in a direct and effective manner;(4) an appropriate statutory status disclosure statement (GEN 4 Annex 1 R), together with a statement
MCOB 5.5.1ARRP
1A firm need not provide an illustration:(1) in relation to a direct deal; (2) if the customer refuses to disclose key information (for example, in a telephone conversation, his name or a communication address) or where the customer is not interested in pursuing the enquiry; or(3) if the firm does not wish to do business with the customer.
PR 3.3.4RRP
All information concerning an offer or an admission to trading disclosed in an oral or written form (even if not for advertising purposes), must be consistent with that contained in the prospectus. [ Note: article 15.4 PD ]
COBS 6.1C.16RRP
A firm must disclose its charging structure to an employer in writing, in good time before giving advice, or providing services, to the employer in connection with a group personal pension scheme or group stakeholder pension scheme.
SUP 11.9.3DGRP
(1) 3The notification in SUP 11.9.1AR (1)(b) and SUP 11.9.1BR (1)(b) should contain a list of all persons with whom the firm is aware that it has close links, at the time the notification is made, and, for each such person, state:(a) its name;(b) the nature of the close links;(c) if the close links are with a body corporate, its country of incorporation, address and registered number; and(d) if the close links are with an individual, their date and place of birth.(2) The firm
SUP 16.3.24GRP
SUP 2.3.12A G and SUP 2.3.12B G state that the appropriate regulator49 may pass to other regulators information which it has in its possession. Such information includes information contained in reports submitted under this chapter. The appropriate regulator's49 disclosure of information to other regulators is subject to SUP 2.2.4 G or SUP 2.2.4A G49 (Confidentiality of information).4949
SUP 15.9.5RRP
(1) 3A firm must, at the level of the EEA financial conglomerate, regularly provide the appropriate regulator with details on the financial conglomerate's legal structure and governance and organisational structure, including all regulated entities, non-regulated subsidiaries and significant branches.(2) A firm must disclose publicly, at the level of the EEA financial conglomerate, on an annual basis, either in full or by way of references to equivalent information, a description
CREDS 10.1.3GRP

Module

Relevance to Credit Unions

The Principles for Businesses (PRIN)

The Principles for Businesses (PRIN) set out, high-level requirements, some of which are imposed by the FCA and some by the PRA.12 They provide a general statement of regulatory requirements. The Principles apply to all12credit unions. In applying the Principles to credit unions, the appropriate regulator12 will be mindful of proportionality. In practice, the implications are likely to vary according to the size of the credit union.

121212

Senior Management Arrangements, Systems and Controls (SYSC)

SYSC 1 and SYSC 4 to 10 apply to all credit unions in respect of the carrying on of their regulated activities and unregulated activities in a prudential context. SYSC 18 applies to all credit unions without restriction.

Threshold Conditions (COND)

In order to become authorised under the Act all firms must meet the threshold conditions. The threshold conditions must be met on a continuing basis by credit unions. Failure to meet one of the conditions is sufficient grounds for the exercise by the appropriate regulator12 of its powers.

1212

Statements of Principle and Code of Practice for Approved Persons (APER)

The purpose of the Statements of Principle contained in APER 2 is to provide guidance to approved persons in relation to the conduct expected of them in the performance of a controlled function. The Code of Practice for Approved Persons sets out descriptions of conduct which, in the opinion of the appropriate regulator12, do not comply with a Statement of Principle and, in the case of Statement of Principle 3, conduct which tends to show compliance within that statement.

12

The Fit and Proper test for Approved Persons (FIT)

The purpose of FIT is to set out and describe the criteria that the appropriate regulator12 will consider when assessing the fitness and propriety of a person in respect of whom an application is being made for approval to undertake a controlled function under the approved persons regime. The criteria are also relevant in assessing the continuing fitness and propriety of persons who have already been approved.

12

General Provisions (GEN)

GEN contains rules and guidance on general matters, including interpreting the Handbook, statutory status disclosure, the appropriate regulator's12 logo and insurance against financial penalties.

Fees manual (FEES)

This manual sets out the fees applying to credit unions.

Conduct of Business sourcebook (COBS)

A credit union which acts as a CTF provider or provides a cash-deposit ISA will need to be aware of the relevant requirements in COBS. COBS 4.6 (Past, simulated past and future performance), COBS 4.7.1 R (Direct offer financial promotions), COBS 4.10 (Systems and controls and approving and communicating financial promotions), COBS 13 (Preparing product information) and COBS 14 (Providing product information to clients) apply with respect to accepting deposits as set out in those provisions, COBS 4.1 and BCOBS.

Banking: Conduct of Business sourcebook (BCOBS)

BCOBS sets out rules and guidance for credit unions on how they should conduct their business with their customers. In particular there are rules and guidance relating to communications with banking customers and financial promotions (BCOBS 2), distance communications (BCOBS 3), information to be communicated to banking customers (BCOBS 4), post sale requirements (BCOBS 5), and cancellation (BCOBS 6). BCOBS 5.1.13 R (Value dating) does not apply to credit unions. The rules in BCOBS 3.1 that relate to distance contracts for accepting deposits are likely to have limited application to a credit union. This is because the Distance Marketing Directive only applies where there is "an organised distance sales or service-provision scheme run by the supplier" (Article 2(a)). If, therefore, the credit union normally operates face to face and has not set up facilities to enable customers to deal with it at a distance, such as facilities for a customer to deal with it purely by post, telephone, fax or the Internet, the provisions will not be relevant.

Supervision manual (SUP)

The following provisions of SUP are relevant to credit unions: 13SUP 1A13 (The appropriate regulator's12 approach to supervision), SUP 2 (Information gathering by the appropriate regulator12 on its own initiative), SUP 3.1 to SUP 3.8 (Auditors), SUP 5 (Skilled persons), SUP 6 (Applications to vary or cancel Part 4A12permission), SUP 7 (Individual requirements), SUP 8 (Waiver and modification of rules), SUP 9 (Individual guidance), 13SUP 10A and SUP 10B13 (Approved persons), SUP 11 (Controllers and Close links), SUP 15 (Notifications to the appropriate regulator12) and SUP 16 (Reporting Requirements).

Credit unions are reminded that they are subject to the requirements of the Act and SUP 11 on

controllers and close links, and are bound to notify the appropriate regulator12 of changes. It may be unlikely, in practice, that credit unions will develop such relationships. It is possible, however, that a person may acquire control of a credit union within the meaning of the Act by reason of holding the prescribed proportion of deferred shares in the credit union.

In relation to SUP 16, credit unions are exempted from the requirement to submit annual reports of

controllers and close links.

1212121212

Decision, Procedure and Penalties manual (DEPP)

DEPP is relevant to credit unions because it sets out:

(1) the FCA's12 decision-making procedure for giving statutory notices. These are warning notices, decision notices and supervisory notices (DEPP 1.2 to DEPP 5); and

(2) the FCA's12 policy with respect to the imposition and amount of penalties under the Act (see DEPP 6).

1212

Dispute Resolution: Complaints (DISP)

DISP sets out rules and guidance in relation to treating complainants fairly and the Financial Ombudsman Service.

Compensation (COMP)

COMP sets out rules relating to the scheme for compensating consumers when authorised firms are unable, or likely to be unable, to satisfy claims against them.12

The Enforcement Guide (EG)

The Enforcement Guide (EG) describes the FCA's12 approach to exercising the main enforcement powers given to it by the Act and by regulation 12 of the Unfair Terms Regulations.

12

Financial crime: a guide for firms (FC)

FC provides guidance on steps that a firm can take to reduce the risk that it might be used to further financial crime.
DTR 7.1.5RRP
The issuer must make a statement available to the public disclosing which body carries out the functions required by DTR 7.1.3 R and how it is composed. [Note: Article 41.5 (part) of the Audit Directive]
DISP App 3.3.12GRP
In considering the information communicated to the complainant and the complainant's information needs, the evidence to which a firm should have regard includes:(1) the complainant's individual circumstances at the time of the sale (for example, the firm should take into account any evidence of limited financial capability or understanding on the part of the complainant);(2) the complainant's objectives and intentions at the time of the sale;(3) whether, from a reasonable customer's
MCOB 6.5.6RRP
If a firm makes an offer to a consumer2 with a view to entering into a regulated mortgage contract which is a distance contract, it must provide the consumer2 with the following information with the offer document:232(1) the EEA State or States whose laws are taken by the firm as a basis for the establishment of relations with the customer prior to the conclusion of the regulated mortgage contract;(2) any contractual clause on law applicable to the regulated mortgage contract
PERG 8.21.2GRP
It is common practice for listed companies to brief analysts, usually at the time of the company's preliminary, interim and, if applicable, quarterly results and after the information has been issued to the market as a whole. Briefings may be made personally to a small or large number of analysts in a meeting or through a conference call. It is increasingly becoming the practice for listed companies to make their briefings available live to journalists and the general public on
LR App 2.1.2GRP

29.8

Annual financial report

9.81

R

[not used]

9.8.2

R

[not used]

9.8.3

R

[not used]

Information to be included in annual report and accounts

9.8.4

R

In addition to the requirements set out in DTR 4.1 a listed company must include in its annual financial report, where applicable, the following:

(1)

a statement of the amount of interest capitalised by the group during the period under review with an indication of the amount and treatment of any related tax relief;

(2)

any information required by LR 9.2.18 R (Publication of unaudited financial information);

(3)

details of any small related party transaction as required by LR 11.1.10 R (2)(c);

(4)

details of any long-term incentive schemes as required by LR 9.4.3 R;

(5)

details of any arrangements under which a director of the company has waived or agreed to waive any emoluments from the company or any subsidiary undertaking;

(6)

where a director has agreed to waive future emoluments, details of such waiver together with those relating to emoluments which were waived during the period under review;

(7)

in the case of any allotment for cash of equity securities made during the period under review otherwise than to the holders of the company'sequity shares in proportion to their holdings of such equity shares and which has not been specifically authorised by the company's shareholders:

(a)

the classes of shares allotted and for each class of shares, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment;

(b)

the names of the allottees, if less than six in number, and in the case of six or more allottees a brief generic description of each new class of equity holder (e.g. holder of loan stock);

(c)

the market price of the allotted securities on the date on which the terms of the issue were fixed; and

(d)

the date on which the terms of the issue were fixed;

(8)

the information required by paragraph (7) must be given for any unlisted major subsidiary undertaking of the company;

(9)

where a listed company has listed shares in issue and is a subsidiary undertaking of another company, details of the participation by the parent undertaking in any placing made during the period under review;

(10)

details of any contract of significance subsisting during the period under review:

(a)

to which the listed company, or one of its subsidiary undertakings, is a party and in which a director of the listed company is or was materially interested; and

(b)

between the listed company, or one of its subsidiary undertakings, and a controlling shareholder;

(11)

details of any contract for the provision of services to the listed company or any of its subsidiary undertakings by a controlling shareholder, subsisting during the period under review, unless:

(a)

it is a contract for the provision of services which it is the principal business of the shareholder to provide; and

(b)

it is not a contract of significance;

(12)

details of any arrangement under which a shareholder has waived or agreed to waive any dividends; and

(13)

where a shareholder has agreed to waive future dividends, details of such waiver together with those relating to dividends which are payable during the period under review.

9.8.5

G

A listed company need not include with the annual report and accounts details of waivers of dividends of less than 1% of the total value of any dividend provided that some payment has been made on each share of the relevant class during the relevant calendar year.

Additional information

9.8.6

R

In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report:

(1)

a statement setting out all the interests (in respect of which transactions are notifiable to the company under DTR 3.1.2 R) of each person who is a director of the listed company as at the end of the period under review including:

(a)

all changes in the interests of each director that have occurred between the end of the period under review and a date not more than one month prior to the date of the notice of the annual general meeting; or

(b)

if there have been no changes in the period described in paragraph (a), a statement that there have been no changes in the interests of each director;

Interests of each director include the interests of connected persons of which the listed company is, or ought upon reasonable enquiry to become, aware.

(2)

a statement showing the interests disclosed to the listed company in accordance with DTR 5 as at the end of the period under review and:

(a)

all interests disclosed to the listed company in accordance with DTR 5 that have occurred between the end of the period under review and a date not more than one month prior to the date of the notice of the annual general meeting; or

(b)

if no interests have been disclosed to the listed company in accordance with DTR 5 in the period described in (a), a statement that no changes have been disclosed to the listed company;

(3)

a statement made by the directors that the business is a going concern, together with supporting assumptions or qualifications as necessary, that has been prepared in accordance with Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009, published by the Financial Reporting Council in October 2009;

(4)

a statement setting out:

(a)

details of any shareholders' authority for the purchase, by the listed company of its own shares that is still valid at the end of the period under review;

(b)

in the case of purchases made otherwise than through the market or by tender to all shareholders, the names of sellers of such shares purchased, or proposed to be purchased, by the listed company during the period under review;

(c)

in the case of any purchases made otherwise than through the market or by tender or partial offer to all shareholders, or options or contracts to make such purchases, entered into since the end of the period covered by the report, information equivalent to that required under Part 2 of Schedule 7 to the Large & Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (Disclosure required by company acquiring its own shares etc) ; and

(d)

in the case of sales of treasury shares for cash made otherwise than through the market, or in connection with an employees' share scheme, or otherwise than pursuant to an opportunity which (so far as was practicable) was made available to all holders of the listed company'ssecurities (or to all holders of a relevant class of its securities) on the same terms, particulars of the names of purchasers of such shares sold, or proposed to be sold, by the company during the period under review;

(5)

a statement of how the listed company has applied the Main Principles set out in the UK Corporate Governance Code, in a manner that would enable shareholders to evaluate how the principles have been applied;

(6)

a statement as to whether the listed company has:

(a)

complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code; or

(b)

not complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code and if so, setting out:

(i)

those provisions, if any it has not complied with;

(ii)

in the case of provisions whose requirements are of a continuing nature, the period within which, if any, it did not comply with some or all of those provisions; and

(iii)

the company's reasons for non-compliance; and

(7)

a report to the shareholders by the Board which contains all the matters set out in LR 9.8.8 R.

9.8.6A

G

(1)

The effect of LR 9.8.6 R (1) is that a listed company is required to set out a 'snapshot' of the total interests of a director and his or her connected persons, as at the end of the period under review (including certain information to update it as at a date not more than a month before the date of the notice of the annual general meeting). The interests that need to be set out are limited to those in respect of which transactions fall to be notified under the notification requirement for PDMRs in DTR 3.1.2 R. Persons who are directors during, but not at the end of, the period under review need not be included.

(2)

A listed company unable to compile the statement in LR 9.8.6 R (1) from information already available to it may need to seek the relevant information, or confirmation, from the director himself, including that in relation to connected persons, but would not be expected to obtain information directly from connected persons.

9.8.7

R

An overseas company with a premium listing must include in its annual report and accounts the information in LR 9.8.6 R (5), LR 9.8.6 R (6) and LR 9.8.8 R (9).

9.8.7A

R

(1)

An overseas company with a premium listing that is not required to comply with requirements imposed by another EEA State that correspond to DTR 7.2 (Corporate governance statements) must comply with DTR 7.2 as if it were an issuer to which that section applies.

(2)

An overseas company with a premium listing which complies with LR 9.8.7 R will be taken to satisfy the requirements of DTR 7.2.2 R and DTR 7.2.3 R, but (unless it is required to comply with requirements imposed by another EEA State that correspond to DTR 7.2) must comply with all of the other requirements of DTR 7.2 as if it were an issuer to which that section applies.

Report to shareholders

9.8.8

R

The report to the shareholders by the Board required by LR 9.8.6 R (7) must contain the following:

(1)

a statement of the listed company's policy on executive directors' remuneration;

(2)

information presented in tabular form, unless inappropriate, together with explanatory notes as necessary on:

(a)

the amount of each element in the remuneration package for the period under review of each director, by name, including but not restricted to, basic salary and fees, the estimated money value of benefits in kind, annual bonuses, deferred bonuses, compensation for loss of office and payments for breach of contract or other termination payments;

(b)

the total remuneration for each director for the period under review and for the corresponding prior period;

(c)

any significant payments made to former directors during the period under review; and

(d)

any share options, including Save-as-you-earn options, for each director, by name, in accordance with the requirements of the Directors' Remuneration Report Regulations;

(3)

details of any long-term incentive schemes, other than share options as required by paragraph (2)(d), including the interests of each director, by name, in the long-term incentive schemes at the start of the period under review;

(4)

details of any entitlements or awards granted and commitments made to each director under any long-term incentive schemes during the period, showing which crystallize either in the same year or in subsequent years;

(5)

details of the monetary value and number of shares, cash payments or other benefits received by each director under any long-term incentive schemes during the period;

(6)

details of the interests of each director in the long-term incentive schemes at the end of the period;

(7)

an explanation and justification of any element of a director's remuneration, other than basic salary, which is pensionable;

(8)

details of any director's service contract with a notice period in excess of one year or with provisions for pre-determined compensation on termination which exceeds one year's salary and benefits in kind, giving the reasons for such notice period;

(9)

details of the unexpired term of any directors' service contract of a director proposed for election or re-election at the forthcoming annual general meeting, and, if any director proposed for election or re-election does not have a directors' service contract, a statement to that effect;

(10)

a statement of the listed company's policy on the granting of options or awards under its employee share scheme and other long-term incentive schemes, explaining and justifying any departure from that policy in the period under review and any change in the policy from the preceding year;

(11)

for money purchase schemes details of the contribution or allowance payable or made by the listed company in respect of each director during the period under review; and

(12)

for defined benefit schemes

a)

details of the amount of the increase during the period under review (excluding inflation) and of the accumulated total amount at the end of the period in respect of the accrued benefit to which each director would be entitled on leaving service or is entitled having left service during the period under review;

(b)

either:

(i)

the transfer value (less director's contributions) of the relevant increase in accrued benefit (to be calculated in accordance with regulations 7 to 7E of the Occupational Pension Schemes (Transfer Values) Regulations 1996 but making no deduction for any under-funding) as at the end of the period; or

(ii)

so much of the following information as is necessary to make a reasonable assessment of the transfer value in respect of each director:

(A) age;

(B) normal retirement age;

(C) the amount of any contributions paid or payable by the director under the terms of the scheme during the period under review;

(D) details of spouses and dependants benefits;

(E) early retirement rights and options;

(F) expectations of pension increases after retirement (whether guaranteed or discretionary); and

(G) discretionary benefits for which allowance is made in transfer values on leaving and any other relevant information which will significantly affect the value of the benefits; and

(c)

no disclosure of voluntary contributions and benefits.

Information required by law

9.8.9

G

The requirements of LR 9.8.6 R (6) and LR 9.8.8 R relating to corporate governance are additional to the information required by law to be included in the listed company's annual report and accounts.

Auditors report

9.8.10

R

A listed company must ensure that the auditors review each of the following before the annual report is published:

(1)

LR 9.8.6R(3) (statement by the directors that the business is a going concern); and

(2)

the parts of the statement required byLR 9.8.6 R (6) (corporate governance) that relate to the following provisions of the UK Corporate Governance Code:

(a)

C.1.1;

(b)

C.2.1; and

(c)

C.3.1 to C.3.7.

9.8.11

R

A listed company must ensure that the auditors review the following disclosures:

(1)

LR 9.8.8 R (2) (amount of each element in the remuneration package and information on share options);

(2)

LR 9.8.8 R (3), LR 9.8.8 R (4) and (5) (details of long term incentive schemes for directors);

(3)

LR 9.8.8 R (11) (money purchase schemes); and

(4)

LR 9.8.8 R (12) (defined benefit schemes).

9.8.12

R

If, in the opinion of the auditors the listed company has not complied with any of the requirements set out in LR 9.8.11 R the listed company must ensure that the auditors' report includes, to the extent possible, a statement giving details of the non-compliance.

Summary financial statements

9.8.13

R

Any summary financial statement issued by a listed company as permitted under the Companies Act 2006, must disclose:

(1)

earnings per share; and

(2)

the information required for summary financial statements set out in or under the Companies Act 2006.