Related provisions for SUP 16.12.3B

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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 article 19 of the Market Abuse Regulation3) 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 article 19 of the Market Abuse Regulation3. 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.

CONC 5A.2.16RRP
Where a borrower or a prospective borrower pays a charge: (1) to a firm, that carries on or has carried on credit broking in relation to an agreement or prospective agreement for high-cost short-term credit, which is in the same group as the firm which is to provide, provides or has provided credit under the agreement for high-cost short-term credit; or (2) to a firm, that carries on or has carried on credit broking in relation to an agreement or prospective agreement for high-cost
BIPRU 7.9.20GRP
A firm should be able to demonstrate that the risk management standards set out in BIPRU 7.9 are satisfied by each legal entity with respect to which the CAD 1 model approach is being used (even though they are expressed to refer only to a firm). This is particularly important for subsidiary undertakings in groups subject to matrix management where the business lines cut across legal entity boundaries.
LR 13.4.1RRP
A class 1 circular must also include the following information:(1) the information given in the notification (see LR 10.4.1R);(2) the information required by LR 13 Annex 1;(3) the information required by LR 13.5 (if applicable); and(4) a declaration by the issuer and2 its directors in the following form (with appropriate modifications):"The [issuer] and the2 directors of [the issuer2], whose names appear on page [ ], accept responsibility for the information contained in this
IPRU-INV 14App1.1GRP

Glossary of defined terms for Chapter 14

If a defined term does not appear in the IPRU(INV) 14 glossary below, the definition appearing in the main Handbook Glossary applies.

ancillary services undertaking

an undertaking the principal activity of which consists of owning or managing property, managing data-processing services, or any other similar activity which is ancillary to the principal activity of one or more of the firms subject to this chapter.

broad scope firm

as in the Glossary in IPRU(INV) chapter 3.

CAD Article 5 exempting criteria

the following criteria in respect of the firm's dealing positions:

- such positions arise only as a result of the firm's failure to match investors orders precisely;

- the total market value of all such positions is subject to a ceiling of 15% of the firm's initial capital; and

- such positions are incidental and provisional in nature and strictly limited to the time required to carry out the transaction in question.

contingent liability

the meaning in FRS 12 which states that it is:

(a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence of one or more uncertain future events not wholly within the entity's control or

(b) a present obligation that arises from past events but is not recognised because:

(i) it is not probable that a transfer of economic benefits will be required to settle the obligation; or

(ii) the amount of the obligation cannot be measured with sufficient reliability.

consolidated supervision

the application of the financial rules in the Interim Prudential sourcebook for investment businesses in accordance with rules and guidance in 14.1.1 to 14.5.4.

EEA parent

a firm's direct or indirect parent which has its head office in the EEA.

financial holding company

an undertaking that satisfies the following conditions:

(a) it is:

(i) a financial institution; or

(ii) a firm falling within IPRU-INV rule 14.1.1(1);

(b) is subsidiary undertakings are either exclusively or mainly:

(i) credit institutions;,

(ii) investment firms;

(iii) broad scope firms or undertakings carrying on activities which (if they were firms doing those activities in the United Kingdom) would make them broad scope firms; and

(iv) financial institutions,

one of which at least is a credit institution, a firm falling within IPRU-INV rule 14.1.1(1) or an investment firm; and

(c) it is not a mixed financial holding company.

financial institution

an undertaking other than a credit institution, the principal activity of which is to acquire holdings or to carry on a listed activity.

group financial resources

the resources of a firm's group calculated in accordance with rules 14.4 (Group financial resources).

group financial resources requirement

the requirement that a firm's group maintains financial resources calculated in accordance with the rules in 14.5 (Group financial resources requirement).

investment firm

investment firm as in the main Glossary except that it excludes persons to which the MiFID does not apply as a result of article 2 or 3 of the MiFID.

Material holding

a holding of –

(a) ordinary share capital and non cumulative preference share capital; or

(b) subordinated loan and non fixed-term cumulative preference share capital,

in a credit institution or a financial institution where –

(i) (a) or (b) above exceeds 10% of the share capital plus share premium of the issuer; or

(ii) the aggregate of (a) and (b) above exceeds 10% of the firm’sown funds, before deducting the holding.

Material insurance holding

the higher of –

(1) the book value of an investment held in an insurance undertaking, reinsurance undertaking, or insurance holding company (investment for this purpose is either a participation or the investment in a subsidiary undertaking); or

(2) the group's proportionate share of that undertaking's local or notional regulatory capital requirement."

Non-trading book

in relation to a firm's business or exposures, means any position, counterparty exposure or balance sheet item nit falling within the definition of trading book.

parent

any parent undertaking as defined in section 1162 of the Companies Act 2006 and any undertaking which effectively exercises a dominant influence over another undertaking.

participation

a participation within the meaning of Article 17 of Directive 78/660/EEC or the ownership either direct or indirect of 20% or more of the voting rights or capital of another undertaking which is not a subsidiary.

subsidiary

as in section 1159(1) of the Companies Act 2006.

trading book

as in the Glossary in IPRU(INV) chapter 5.
CASS 7.19.25RRP
The records maintained under this section, including the sub-pool disclosure documents, are a record of the firm that must be kept in a durable medium for at least five years following the date on which client money was last held by the firm for a sub-pool to which those records or the sub-pool disclosure document applied.
LR 18.2.9AGRP
5When calculating the number of certificates for the purposes of LR 18.2.8R (4)(a)(v), holdings of investment managers in the same group where investment decisions are made independently by the individual in control of the relevant fund and those decisions are unfettered by the group to which the investment manager belongs will be disregarded.
DISP 1.10A.1RRP
(1) 1Unless (1A) applies to the firm, where,27 in accordance with DISP 1.10.1 R, a firm submits a report to the FCA reporting 500 or more complaints, it must publish a summary of the complaints data contained in that report (the complaints data summary).27(1A) (a) This paragraph applies to a firm which:(i) has permission to carry on only credit-related regulated activities or to operate an electronic system in relation to lending3; and(ii) has revenue arising from those activities3
CASS 10.2.1RRP
A firm must include within its CASS resolution pack:(1) a master document containing information sufficient to retrieve each document in the firm'sCASS resolution pack;(2) a document which identifies the institutions the firm has appointed (including through an appointed representative, tied agent, field representative or other agent):(a) in the case of client money, for the placement of money in accordance with CASS 7.13.3 R1 or to hold client money in accordance with CASS 7.14.2
CONC App 1.1.6RRP
(1) The amounts of the following items are not included in the total charge for credit in relation to a credit agreement:(a) any charge payable under the transaction to the lender upon failure by the borrower or a relative of his to do or to refrain from doing anything which he is required to do or to refrain from doing, as the case may be;(b) any charge(i) which is payable by the lender to any person upon failure by the borrower or a relative of his to do or to refrain from doing
IFPRU 4.3.12GRP
The following points set out the level at which the FCA expects the 15% test to applied for a firm that is a member of a group:(1) if a firm is part of a group subject to consolidated supervision in the EEA and for which the FCA is the consolidating supervisor, the calculations in (1) are carried out with respect to the wider group;(2) if a firm is part of a group subject to consolidated supervision in the EEA and for which the FCA is not the consolidating supervisor the calculation
SUP 10A.13.6GRP

Outsourcing arrangements

Outsourcing arrangements

Submitting form

Firm A to firm B

The FCA will consider A to have taken reasonable care if it enters into a contract with B under which B is responsible for ensuring that the relevant FCA controlled functions are performed by FCA-approved persons, and that it is reasonable for A to rely on this

Firm B submits FCA-approved persons forms on behalf of firm A

Outsourcing by A to B (both being a member of the same United Kingdom group and each having its registered office in the United Kingdom)

See SUP 10A.3.4 G

See SUP 15.7.8 G

(i) A to B, where B is a non-authorised person not part of the same group as A

(ii) A to B, where A is a branch of an overseas firm in the United Kingdom, and B is an overseas undertaking of the same group

(iii) A to B, where A is a UK authorised subsidiary of an overseas firm and B is an overseas undertaking of the same group

Responsibility for (as opposed to the performance of) any activity outsourced to B will remain with A. See SYSC 3.2.4 G and SYSC 8

A ensures that an individual approved by the FCA or the PRA under a controlled function that is a significant-influence function has responsibility for the outsourced arrangement and A submits a form in relation to that individual
SYSC 20.1.1ARRP
(1) 4SYSC 20 applies to:(a) an IFPRU investment firm; and(b) a BIPRU firm which meets any of the criteria in (2) on an individual basis, or in (3) on a consolidated basis.(2) Subject to (4), SYSC 20 applies to a BIPRU firm if:(a) it has assets under management or administration of at least £10 billion (or the equivalent amount in foreign currency); or(b) the total annual fee and commission arising from regulated activities is at least £250 million (or the equivalent amount in
PERG 6.7.13GRP
If a warranty is provided by a third party, the FCA will usually treat this as conclusive of the fact that there are different transactions and an assumption or transfer of risk. This conclusion would not usually depend on whether the provider is (or is not) a part of the same group of companies as the manufacturer or retailer. But it will be the third party (who assumes the risk) that is potentially effecting a contract of insurance.
IPRU-INV 14.1.2RRP
A firm is not subject to consolidated supervision under the rules in this Chapter where any of the following conditions are fulfilled: (1) the firm is included in the supervision on a consolidated basis of the group of which it is a member by a competent authority other than the FCA; or (2) the firm is a member of a UK consolidation group already included in the supervision on a consolidated basis of the group of which it is a member by the FCA under BIPRU 8; or (3) the firm
SUP 16.10.2GRP
Standing data is used by the FCA10 :2020(1) to ensure that a firm is presented with the correct regulatory return when it seeks to report electronically;(2) in order to communicate with a firm;(3) as the basis for some sections of the Financial Services Register;20 and 20(4) in order to carry out thematic analysis across sectors and groups of firms.
CASS 1.2.9AGRP
(1) 7The fact that a firm'sclient is an affiliated company for MiFID business does not affect the operation of CASS to the firm in relation to that client.(2) For business that is not MiFID business, the operation of the custody chapter or the client money chapter may differ if a firm'sclient is an affiliated company and depending on certain other conditions (see, for example, CASS 6.1.10B R and CASS 7.10.26 R7).7