Related provisions for BIPRU 8.5.10

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REC 6.7.4RRP
An ROIE1 must include in its report submitted in compliance with section 295(1) of the Act:1(1) particulars of any changes to: (a) its memorandum and articles of association or any similar or analogous documents; (b) its regulatory provisions; (c) its chairman or president, or chief executive (or equivalent);(2) particulars of any disciplinary action (or any similar or analogous action) taken against it by any supervisory authority in its home territory, whether or not that action
REC 6.7.5RRP
An ROIE1 must include in the first report submitted under section 295(1) of the Act after the recognition order in relation to that ROIE1 is made: 11(1) particulars of any events of the kind described in section 295(2) of the Act which occurred; (2) particulars of any change specified in REC 6.7.4 R (1) or disciplinary action specified in REC 6.7.4 R (2) which occurred; and(3) any annual report and accounts which covered a period ending; after the application for recognition
CASS 7.13.32RRP
Where a firm receives client money in the form of cash, a cheque or other payable order, it must:(1) pay the money in accordance with CASS 7.13.6 R, promptly, and no later than on the business day after it receives the money into a client bank account, unless either:(a) the money is received by a business line for which the firm uses the alternative approach, in which case the money must be paid into the firm's own bank account promptly, and no later than on the business day after
CASS 7.13.33RRP
Where a firm receives client money in the form of a cheque that is dated with a future date, unless the firm returns the cheque it must:(1) pay the money in accordance with CASS 7.13.6 R, promptly, and no later than the date on the cheque if the date is a business day or the next business day after the date on the cheque; (2) in the meantime, hold it in a secure location in accordance with Principle 10; and(3) record the receipt of the money in the firm's books and records in
CASS 7.13.52GRP
Firms are reminded that payments and records made in accordance with CASS 7.13.51 R should not be used as a substitute for a firm keeping accurate and timely records in accordance with CASS 7.15 (Records, accounts and reconciliations) and requirements under SYSC 4.1.1 R (General requirements) and SYSC 6.1.1 R (Compliance).
BIPRU 7.10.82RRP
A firm must ensure that it has adequate controls relating to:(1) the derivation of the model PRR;(2) the integrity of the backtesting programme, including the calculation of the profit and loss account;(3) the integrity and appropriateness of the VaR model, including the VaR model's geographic coverage and the completeness of data sources;(4) the VaR model's initial and ongoing development, including independent validation;(5) the valuation models, including independent validation;
BIPRU 7.10.97GRP
Generally the positions underlying the profit and loss account and VaR measures should not be materially different.
BIPRU 7.10.102GRP
The appropriate regulator will review as part of a firm'sVaR model permission application the processes and documentation relating to the derivation of profit and loss used for backtesting. A firm's documentation should clearly set out the basis for cleaning profit and loss. To the extent that certain profit and loss elements are not updated every day (for example certain reserve calculations) the documentation should clearly set out how such elements are included in the profit
IPRU-INV 14.4.1RRP
A firm must calculate its groupfinancial resources on the basis of the consolidated accounts of the relevant group, subject to the adjustments in rule 14.4.2 and on the basis specified in rule 14.4.3.
IFPRU 1.5.2RRP
A firm must notify the FCA if it adjusts its firm'saccounting reference date under the Commission Regulation made under article 99 of the EU CRR.
EG 19.3.1RP
1The Credit Unions Act enables certain societies in Great Britain to be registered under IPSA65 and makes provisions in respect of these societies. It gives the FCA certain powers in addition to the powers that it has under the Act in respect of those credit unions which are authorised persons. The FCA's powers under the Credit Unions Act include the power to: require the production of books, accounts and other documents in the exercise of certain functions (section 17);appoint
IPRU-INV 4.5.1DRP
The Society must maintain appropriate and effective arrangements to require members’ agents1 to meet the obligation to keep and preserve accounting records, set out in Lloyd's Underwriting Agents Byelaw (No 4 of 1984), Section III, paragraph 53B, as it is in force immediately before commencement.
IFPRU 9.1.3RRP
A firm must disclose in its annual report and accounts among the key indicators their return on assets, calculated as their net profit divided by their total balance sheet.[Note: article 90 of CRD]
LR 10.1.4GRP
This chapter is intended to cover transactions that are outside the ordinary course of the listed company's business and may change a security holder's economic interest in the company's assets or liabilities (whether or not the change in the assets or liabilities is recognised on the company's balance sheet).
CONC 4.7.2RRP
(1) When a firm enters into a current account agreement where:(a) there is a possibility that the account-holder may be allowed to overdraw on the current account without a pre-arranged overdraft or exceed a pre-arranged overdraft limit; and (b) if the account-holder did so, this would be a regulated credit agreement;the current account agreement must contain the information in (2) and (3).[Note: section 74A(1) of CCA](2) The information required by (1) is:(a) the rate of interest
SUP 4.4.6RRP
An appropriate actuary must carry out the triennial investigation and prepare an abstract of the report as required by the PRA Rulebook4.
EG 19.19.1RP
1The Lloyd’s Accounting Regulations implement the Audit and Accounts Directives in relation to the Lloyd’s insurance market. They aim to increase the transparency of the accounts published by Lloyd’s syndicates by imposing requirements in relation to the preparation and disclosure of the accounts. The Regulations give the FCA the power to institute criminal proceedings for an offence committed under the Regulations.
DTR 8.3.2GRP
In determining whether a person applying for approval as a primary information provider satisfies the requirements in DTR 8.3.1 R, the FCA will consider, amongst other things, the report of the reporting accountant provided under DTR 8.2.1R (5).
COLL 8.4.5RRP
(1) 7A qualified investor scheme may invest in units in a scheme (a ‘second scheme’) only if the second scheme is:7(a) a regulated collective investment scheme; or7(b) a scheme not within (a) where the authorised fund manager has taken reasonable care to determine that:7(i) it is the subject of an independent annual audit conducted in accordance with international standards on auditing;7(ii) the calculation of the net asset value of each of the second schemes and the maintenance
COLL 8.4.11BGRP
(1) 4The authorised fund manager may transfer capital and income between an intermediate holding vehicle and the scheme by the use of inter-company debt if the purpose of this is for investment in immovables and repatriation of income generated by such investment. In using inter-company debt, the authorised fund manager should ensure the following:(a) a record of inter-company debt is kept in order to provide an accurate audit trail; and(b) interest paid out on the debt instruments
COLL 11.6.13RRP
Where the authorised fund manager of a feeder UCITS gives notice to the FCA under section 251 or section 261Q1 of the Act or regulation 21 of the OEIC Regulations that it intends to wind up the scheme, it must inform:(1) the unitholders of the feeder UCITS; and(2) where notice is given under COLL 11.6.5R (4) (Application for approval by a feeder UCITS where a master UCITS merges or divides), the authorised fund manager of the master UCITS;of its intention without undue delay.[Note:
IFPRU 6.3.16GRP
The FCA, will review as part of a firm's VaR model permission application, the processes and documentation relating to the derivation of profit and loss used for back-testing. A firm's documentation should clearly set out the basis for cleaning profit and loss. To the extent that certain profit and loss elements are not updated every day (for example, certain reserve calculations) the documentation should clearly set out how such elements are included in the profit and loss s
IFPRU 6.3.27GRP
The price/spread change model used to capture the profit and loss impact of migration should calibrate spread changes to long-term averages of differences between spreads for relevant ratings. These should either be conditioned on actual rating events, or using the entire history of spreads regardless of migration. Point-in-time estimates are not considered acceptable, unless they can be shown to be as conservative as using long-term averages.
LR App 2.1.1RRP

2As set out in LR TR 11, a listed company with a financial year ending before 30 September 2013, or a listed company with a financial year ending on or after 30 September 2013 whose annual financial report has been made public on or before 13 December 2013, must comply with the requirements set out in this appendix in relation to their annual financial report. To assist listed companies, this appendix adopts the text of LR 9.8 before this was amended by the Listing Rules (Annual Financial Report) Instrument 2013 in order to cover listed companies with a financial year ending before 30 September 2013, and listed companies with a financial year ending on or after 30 September 2013 whose annual financial report has been made public on or before 13 December 2013.

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.

GENPRU 3.1.8RRP
(1) This rule applies for the purpose of the definition of financial conglomerate and the financial conglomerate definition decision tree.(2) Any mixed financial holding company is considered to be outside the overall financial sector for the purpose of the tests set out in the boxes titled Threshold Test 1, Threshold Test 2 and Threshold Test 3 in the financial conglomerate definition decision tree.(3) Determining whether the tests set out in the boxes titled Threshold Test 2
GENPRU 3.1.11RRP
The calculations referred to in the financial conglomerate definition decision tree regarding the balance sheet must be made on the basis of the aggregated balance sheet total of the members of the consolidation group, according to their annual accounts. For the purposes of this calculation, undertakings in which a participation is held must be taken into account as regards the amount of their balance sheet total corresponding to the aggregated proportional share held by the consolidation
MIPRU 4.2.3RRP
A firm must recognise an asset or liability, and measure its amount, in accordance with the relevant accounting principles applicable to it for the purpose of preparing its annual financial statements unless a rule requires otherwise.
MIPRU 4.2.20RRP
The capital resources requirement for a firm carrying on insurance mediation activity and home financing1 or home finance administration1 is the sum of : 11112(1) the capital resources requirement2 for a firm carrying on insurance mediation activity or home finance mediation activity1 (and no other regulated activity) (see MIPRU 4.2.11 R); and21(2) (a) in the case of a firm carrying on home financing which is not connected to regulated mortgage contracts, or home finance administration
CASS 7.19.4RRP
Where a firm establishes one or more sub-pools, CASS 7.151 (Records, accounts and reconciliations) shall be read as applying separately to the firm'sgeneral pool and each sub-pool.1
CASS 7.19.5GRP
A firm that establishes one or more sub-pools must establish and maintain adequate internal controls and records in accordance with CASS 7.151 (Records, accounts and reconciliations) to conduct internal and external reconciliations for each sub-pool and the general pool individually. 1