Related provisions for MCOB 13.3.4C

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DEPP 3.2.5GRP
(1) If a member of the RDC has a potential conflict of interest in any matter in which he is asked to participate he will disclose the conflict to the RDC Office, and disclose it:(a) in the case of the Chairman of the RDC, to the Chairman or Deputy Chairman of the FCA1; or1(b) in the case of a Deputy Chairman of the RDC, to the Chairman of the RDC, or if he is unavailable to the Chairman or Deputy Chairman of the FCA1; or1(c) in the case of any other member, to the Chairman or
DEPP 3.2.10GRP
If the RDC considers it relevant to its consideration, it may ask FCA1 staff to explain or provide any or all of the following:1(1) additional information about the matter (which FCA1 staff may seek by further investigation); or1(2) further explanation of any aspect of the FCA1 staff recommendation or accompanying papers; or1(3) information about FCA1 priorities and policies (including as to the FCA's view on the law or on the correct legal interpretation of provisions of the
DEPP 3.2.11GRP
The RDC has no power under the Act to require persons to attend before it or provide information. It is not a tribunal and will make a decision based on all the relevant information available to it, which may include views of FCA1 staff about the relative quality of witness and other evidence.1
DEPP 3.2.12GRP
If FCA1 staff consider that action is appropriate in a matter for which the RDC is the decision maker, they will make a recommendation to the RDC that a warning notice or a supervisory notice should be given.1
DEPP 3.2.14GRP
If the RDC decides that the FCA1 should give a warning noticeor a first supervisory notice:1(1) the RDC will settle the wording of the warning notice or first supervisory notice, and will ensure that the notice complies with the relevant provisions of the Act;(2) the RDC will make any relevant statutory notice associated decisions;(3) the RDC staff will make appropriate arrangements for the notice to be given; and(4) the RDC staff will make appropriate arrangements for the disclosure
DEPP 3.2.14AGRP
1If FCA staff consider that it is appropriate to publish information about the matter to which a warning notice falling within section 391(1ZB) of the and given by the RDC3Act relates, they will make a recommendation to the RDC that such information should be published.
DEPP 3.2.14BGRP
1The RDC will then 3consider whether it is appropriate in all the circumstances to publish information about the matter to which the3warning notice falling within section 391(1ZB) of the Act relates. The FCA's policy on publishing such information is set out in EG 6.
DEPP 3.2.14CGRP
1If the RDC proposes that the FCA should publish information about the matter to which a warning notice falling within section 391(1ZB) of the Act relates:(1) the RDC will settle the wording of the statement it proposes the FCA should publish (warning notice statement);(2) the RDC staff will make appropriate arrangements for the warning notice statement it proposes the FCA should publish to be given to the persons to whom the warning notice was given or copied;(3) the proposed
DEPP 3.2.14DGRP
1If no response to the proposed warning notice statement is received, the FCA will make appropriate arrangements to publish the warning notice statement.
DEPP 3.2.14FGRP
1If the RDC decides that the FCA should publish a warning notice statement:(1) the RDC will notify the relevant parties (including the relevant FCA staff) in writing of that decision;2(2) the RDC will settle the wording of the warning notice statement; and(3) the FCA will make appropriate arrangements for the warning notice statement to be published.
DEPP 3.2.14GGRP
1If the RDC decides that the FCA should not publish a warning notice statement the RDC staff will notify the relevant parties (including the relevant FCA staff) in writing of that decision.
DEPP 3.2.15GRP
(1) A warning notice or a first supervisory notice will (as required by the Act) specify the time allowed for making representations. This will not be less than 141 days.1(2) The FCA1 will also, when giving a warning notice or a first supervisory notice, specify a time within which the recipient is required to indicate whether he wishes to make oral representations.1
DEPP 3.2.16GRP
(1) The recipient of a warning notice or a first supervisory notice may request an extension of the time allowed for making representations. Such a request must normally be made within seven days3of the notice being given.11(2) If a request is made, the Chairman or a Deputy Chairman of the RDC will decide whether to allow an extension, and, if so, how much additional time is to be allowed for making representations. In reaching their 3decision they will take into account all relevant
DEPP 3.2.17GRP
(1) If the recipient of a warning notice or a first supervisory notice indicates that he wishes to make oral representations, the RDC staff, in conjunction with the Chairman or a Deputy Chairman of the RDC, will fix a date or dates for a meeting at which the relevant RDC members will receive those representations.(2) In making those arrangements the RDC staff will draw the Chairman's or Deputy Chairman's attention to any particular issues about the timing of the meeting which
DEPP 3.2.18GRP
The chairman of the relevant meeting will ensure that the meeting is conducted so as to enable:(1) the recipient of the warning notice or first supervisory notice to make representations;(2) the relevant FCA1 staff to respond to those representations;1(3) the RDC members to raise with those present any points or questions about the matter (whether in response to particular representations or more generally about the matter); and(4) the recipient of the notice to respond to points
DEPP 3.2.21GRP
The RDC will not, after the FCA1 has given a warning notice or a first supervisory notice, meet with or discuss the matter whilst it is still ongoing with the FCA1 staff responsible for the case without other relevant parties being present or otherwise having the opportunity to respond.11
DEPP 3.2.22GRP
If no representations are made in response to the warning notice or first supervisory notice, the FCA1 will regard as undisputed the allegations or matters set out in the notice and the default procedure will apply: see DEPP 2.3.2 G to DEPP 2.3.4 G.1
DEPP 3.2.24GRP
If the RDC decides that the FCA1 should give a decision notice or a second supervisory notice:1(1) the RDC will settle the wording of the notice which will include a brief summary of the key representations made and how they have been dealt with, and will ensure that the notice complies with the relevant provisions of the Act;(2) the RDC will make any relevant statutory notice associated decisions, including whether the FCA1 is required to give a copy of the notice to a third
DEPP 3.2.25GRP
If the RDC decides that the FCA1 should not give a decision notice or a second supervisory notice the RDC staff will notify the relevant parties (including the relevant FCA1 staff) in writing of that decision.11
DEPP 3.2.26GRP
FCA1 staff responsible for recommending action to the RDC will continue to assess the appropriateness of the proposed action in the light of new information or representations they receive and any material change in the facts or circumstances relating to a particular matter. It may be therefore that they decide to give a notice of discontinuance to a person to whom a warning notice or decision notice has been given. The decision to give a notice of discontinuance does not require
IFPRU 4.8.1GRP
The FCA considers that a firm may provide own estimates of exposure at default (EAD) in place of the own estimates of conversion factors (CFs) that it is permitted or required to provide under article 151 of the EU CRR.
IFPRU 4.8.5GRP
To achieve sufficient coverage of the EAD, the FCA expects firms to take into account all facility types that may result in an exposure when an obligor defaults, including uncommitted facilities.
IFPRU 4.8.6GRP
To the extent that a firm makes available multiple facilities, the FCA expects the firm to be able to demonstrate:(1) how they deal with the fact that exposures on one facility may become exposures under another on which the losses are ultimately incurred; and (2) the impact of its approach on its own funds requirements.
IFPRU 4.8.7GRP
The FCA expects firms using own estimates of EAD to have done the following in respect of EAD estimates:(1) applied EAD estimates at the level of the individual facility;(2) where there is a paucity of observations, ensured that all EAD estimates are cautious, conservative and justifiable. In accordance with article 179(1)(a) of the EU CRR, estimates must be derived using both historical experience and empirical evidence, and must not be based purely on judgemental consideration.
IFPRU 4.8.9GRP
In the following cases, the FCA expects firms to determine the effect of applying the framework in IFPRU 4 Annex 2G (Wholesale LGD and EAD framework) to models which include EAD values that are based on fewer than 20 'relevant' data points (as defined in IFPRU 4 Annex 2G):(1) the model is identified for review by the FCA; or(2) the firm submits a request for approval for a material change to its EAD model.
IFPRU 4.8.10GRP
The FCA expects firms to use a time horizon of one year for EAD estimates, unless they can demonstrate that another period would be more conservative.
IFPRU 4.8.11GRP
EAD estimates can be undertaken on the basis that default occurs at any time during the time horizon (the 'cohort approach') or at the end of the time horizon (the 'fixed-horizon approach'). The FCA considers that either approach is acceptable in principle.
IFPRU 4.8.12GRP
The FCA expects the time horizon for additional drawings to be the same as the time horizon for defaults. This means that EAD estimation need cover only additional drawings that might take place in the next year, such that:(1) no own funds requirements need be held against facilities, or proportions of facilities that cannot be drawn down within the next year; and(2) where facilities can be drawn down within the next year, firms may, in principle, reduce their estimates to the
IFPRU 4.8.15GRP
The FCA considers that the use of momentum approaches in both of the ways outlined above is acceptable in principle as an alternative to direct estimation of conversion factors (see article 4(56) of the EU CRR).
IFPRU 4.8.16GRP
In cases where firms estimate conversion factors (CFs) directly using a reference data set that includes a significant number of high CFs as a result of very low undrawn limits at the observation date, the FCA expects firms to:(1) investigate the distribution of realised CFs in the reference data set;(2) base the estimated CF on an appropriate point along that distribution, that results in the choice of a CF appropriate for the exposures to which it is being applied and consistent
IFPRU 4.8.17GRP
The FCA expects firms to treat a facility as an exposure from the earliest date at which a customer is able to make drawings under it.
IFPRU 4.8.18GRP
Where the facility is of the type that it is customary not to advise the borrower of its availability, the FCA expects an EAD/CF to be applied from the time that the existence of the facility is recorded on the firm's systems in a way that would allow the borrower to make a drawing.
IFPRU 4.8.19GRP
If the availability of a facility is subject to a further credit assessment by the firm, an EAD/CF may not be required. However, the FCA expects this to be the case only if the subsequent credit assessment was of substantially equivalent rigour to that of the initial credit approval and if this includes a re-rating or a confirmation of the rating of the borrower.
IFPRU 4.8.20GRP
Firms are not expected to include in their EAD/CF estimates the probability of increases in limits between observation and default date. If the reference data set includes the impact of such increases, the FCA expects firms to be able to adjust their estimates accordingly with the aim of assessing what the exposure would have been at default if the limit had not been increased.
IFPRU 4.8.21GRP
The FCA expects firms to investigate the incidence of exposures existing at default that arise from products or relationships that are not intended to result in a credit exposure and, consequently, have no credit limit established against them and are not reflected in their estimates of EAD. Unless such exposures are immaterial, the FCA expects firms to estimate a Pillar 1 own funds requirement on a portfolio basis to such exposures.
IFPRU 4.8.23GRP
Exposures include not only principal amounts borrowed under facilities but also interest accrued which will fluctuate between payment dates. To ensure proper coverage of interest, the FCA expects firms to take the following approach:(1) accrued interest to date should be included in current exposure for performing exposures;(2) firms may choose whether estimated increases in accrued interest up to the time of default should be included in LGD or EAD;(3) in the estimation of EAD,
IFPRU 4.8.24GRP
The FCA considers that there is scope within the EU CRR for a firm to recognise on-balance sheet netting (including in respect of cross-currency balances) through EAD as an alternative to LGD1 in cases where a firm meets the general conditions for on-balance1 sheet netting, as set out in article 205 of1 the EU CRR.11
IFPRU 4.8.25GRP
For the CF on undrawn limits, this may be applied on the basis of the net limit, provided the conditions in the EU CRR for the use of net limits are met. However, firms are reminded that the purpose of the measure is to estimate the amount that would be outstanding in the event of a default. This implies that their ability, in practice, to constrain the drawdown of credit balances will be particularly tested. Moreover, the FCA expects the appropriate conversion factor to be
IFPRU 4.8.28GRP
Firms are reminded that, since the basis of EAD estimation is that default by the borrower is expected to take place in a one-year time horizon and quite possibly in downturn conditions, the FCA expects any reduction in their CF in anticipation of syndication to take account of this scenario (see article 4(56) of the EU CRR).
LR 5.6.5GRP
For the purpose of LR 5.6.4R (2), the FCA considers that the following factors are indicators of a fundamental change:(1) the extent to which the transaction will change the strategic direction or nature of its business; or(2) whether its business will be part of a different industry sector following the completion of the transaction; or(3) whether its business will deal with fundamentally different suppliers and end users.
LR 5.6.6RRP
A shell company6, or in the case of a shell company6with a premium listing, its sponsor, must contact the FCA as early as possible:(1) before announcing a reverse takeover which has been agreed or is in contemplation, to discuss whether a suspension of listing is appropriate; or (2) where details of the reverse takeover have leaked, to request a suspension.
LR 5.6.7GRP
Examples of where the FCA will consider that a reverse takeover is in contemplation include situations where:(1) the shell company6 has approached the target's board;(2) the shell company6 has entered into an exclusivity period with a target; or(3) the shell company6 has been given access to begin due diligence work (whether or not on a limited basis).
LR 5.6.8GRP
Generally, when a reverse takeover between a shell company and a target6 is announced or leaked, there will be insufficient publicly available information about the proposed transaction and the shell company6 will be unable to assess accurately its financial position and inform the market accordingly. In this case, the FCA will often consider that suspension will be appropriate, as set out in LR 5.1.2G (3) and (4). However, if the FCA is satisfied that there is sufficient publicly
LR 5.6.9GRP
LR 5.6.10G to LR 5.6.18 R set out circumstances in which the FCA will generally be satisfied that a suspension is not required.
LR 5.6.10GRP
The FCA will generally be satisfied that there is sufficient information in the market about the propos ed transaction if: (1) the target has shares or certificates representing equity securities admitted to a regulated market; and(2) the shell company6 makes an announcement stating that the target has complied with the disclosure requirements applicable on that regulated market and providing details of where information disclosed pursuant to those requirements can be obtaine
LR 5.6.12GRP
The FCA will generally be satisfied that there is sufficient publicly available information in the market about the proposed transaction if the target has securities admitted to an investment exchange or trading platform that is not a regulated market and the shell company6: (1) confirms, in a form acceptable to the FCA, that the disclosure requirements in relation to financial information and inside information of the investment exchange or trading platform on which the target'ssecurities
LR 5.6.15GRP
Where the target in a reverse takeover by a shell company6 is not subject to a public disclosure regime, or if the target has securities admitted on an investment exchange or trading platform that is not a regulated market but the shell company6 is not able to give the confirmation and make the announcement contemplated by LR 5.6.12 G, the FCA will generally be satisfied that there is sufficient publicly available information in the market about the proposed transaction such that
LR 5.6.17RRP
Where a shell company6 has a premium listing, a sponsor must provide written confirmation to the FCA that in its opinion, it is reasonable for the shell company6 to provide the declarations described in LR 5.6.15G (3) and (4).
LR 5.6.18RRP
Where the FCA has agreed that a suspension is not necessary as a result of an announcement made for the purpose of LR 5.6.15 G the shell company6 must comply with the obligation under article 17(1) of the Market Abuse Regulation3 on the basis that the target already forms part of the enlarged group.
LR 5.6.19GRP
The FCA will generally seek to cancel the listing of an issuer'sequity shares or certificates representing equity securities when the issuer completes a reverse takeover.
LR 5.6.20GRP
LR 5.6.23 G to LR 5.6.29 G set out circumstances in which the FCA will generally be satisfied that a cancellation is not required.
LR 5.6.23GRP
Where an issuer acquires the shares or certificates representing equity securities of a target with a different listing category from its own and the issuer wishes to maintain its existing listing category, the FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if: (1) the issuer will continue to be eligible for its existing listing category following completion of the transaction;(2) the issuer provides an eligibility letter
LR 5.6.25RRP
An eligibility letter prepared for the purposes of LR 5.6.23 G must be provided to the FCA not less than 20 business days prior to the announcement of the transaction referred to in LR 5.6.24 R.
LR 5.6.27GRP
The FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if the target is listed with a different listing category from that of the issuer and the issuer wishes to transfer its listing to a different listing category in conjunction with the acquisition and the issuer as enlarged by the relevant acquisition complies with the relevant requirements of LR 5.4A to transfer to a different listing category.
LR 5.6.29GRP
Where an issuer is applying LR 5.4A in order to avoid a cancellation as contemplated by LR 5.6.27 G, the FCA will normally waive the requirement for shareholder approval under LR 5.4A.4R (2)(c) where the issuer is obtaining separate shareholder approval for the acquisition.
SUP 8.3.1GRP
Under section 138A(4) of the Act, the appropriate regulator10 may not give a waiver unless it is satisfied that:1010(1) compliance by the firm with the rules, or with the rules as unmodified, would be unduly burdensome, or would not achieve the purpose for which the rules were made; and(2) the waiver would not adversely affect the advancement of, in the case of the PRA, any of its objectives and, in the case of the FCA, any of its operational objectives.1010
SUP 8.3.1AGRP
Even if the conditions in section 138A(4)10 of the Act are satisfied, the appropriate regulator10will consider other relevant factors before giving a waiver, such as whether the waiver would be compatible with European law, including relevant EC Directives.21010
SUP 8.3.2GRP
The appropriate regulator10 is required by section 138B10 of the Act to publish a waiver unless it is satisfied that it is inappropriate or unnecessary to do so (see SUP 8.6).1010
SUP 8.3.2AGRP
10The FCA must consult the PRA before publishing or deciding not to publish a waiver which relates to:(1) a PRA-authorised person; or(2) an authorised person who has as a member of its immediate group a PRA-authorised person;unless the waiver relates to rules made by the FCA under sections 247 or 248 of the Act.
SUP 8.3.3AGRP
(1) 510The appropriate regulator's preferred method of submission for waiver applications is by e-mail.105(2) The form is available on the appropriate regulator's website.105510
SUP 8.3.4AGRP
10Firms or persons other than PRA-authorised persons should send applications for waivers or applications for variations of waivers to the FCA.
SUP 8.3.4BGRP
10PRA-authorised persons should send applications for waivers or applications for variations of waivers to: (1) the FCA in respect of rules in the FCA Handbook applicable to that PRA-authorised person; and(2) the PRA in respect of rules in the PRA Handbook.
SUP 8.3.5GRP
The appropriate regulator10 will acknowledge an application promptly and if necessary will seek further information from the firm. The time taken to determine an application will depend on the issues it raises. A firm should make it clear in the application if it needs a decision within a specific time.106
SUP 8.3.5AGRP
The appropriate regulator10 will treat a firm's application for a waiver as withdrawn if it does not hear from the firm within 20 business days of sending a communication which requests or requires a response from the firm. The appropriate regulator10 will not do this if the firm has made it clear to the appropriate regulator10 in some other way that it intends to pursue the application. 3101010
SUP 8.3.6GRP
In some cases, the appropriate regulator10 may give a modification of a rule rather than direct that the rule is not to apply. The appropriate regulator10 may also impose conditions on a waiver, for example additional reporting requirements. A waiver may be given for a specified period of time only, after which time it will cease to apply. A firm wishing to extend the duration of a waiver should follow the procedure in SUP 8.3.3 D. A waiver will not apply retrospectively.1010
SUP 8.3.7GRP
If the appropriate regulator10 decides not to give a waiver, it will give reasons for the decision.10
SUP 8.3.8GRP
A firm may withdraw its application at any time up to the giving of the waiver. In doing so, a firm should give the appropriate regulator10 its reasons for withdrawing the application.10
SUP 8.3.9GRP
If the appropriate regulator10 believes that a particular waiver given to a firm may have relevance to other firms, it may publish general details about the possible availability of the waiver. For example, IPRU(INV) 3-80(10)G explains that a firm that wishes to use its own internal model to calculate its position risk requirement (PRR) will need to apply for a waiver of the relevant rules.10
SUP 8.3.10GRP
Under section 138A(1) of the Act the appropriate regulator10 may give a waiver with the consent of a firm. This power may be used by the appropriate regulator10 in exceptional circumstances where the appropriate regulator10 considers that a waiver should apply to a number of firms (for example, where a rule unmodified may not meet the particular circumstances of a particular category of firm). In such cases the appropriate regulator10 will inform the firms concerned that the waiver
SUP 8.3.13GRP
For an application for a waiver of the presumption of contravention of a binding rule, which is actionable under section 138D10 of the Act, the appropriate regulator10 would normally wish to be satisfied that the evidential rule is itself unduly burdensome or does not achieve the purpose of the rule.21010
EG 3.11.1RP
1The FCA recognises that there are good reasons for firms wishing to carry out their own investigations. This might be for, for example, disciplinary purposes, general good management, or operational and risk control. The firm needs to know the extent of any problem, and it may want advice as to what immediate or short-term measures it needs to take to mitigate or correct any problems identified. The FCA encourages this proactive approach and does not wish to interfere with a
EG 3.11.2RP
1A firm’s report – produced internally or by an external third party – can clearly assist the firm, but may also be useful to the FCA where there is an issue of regulatory concern. Sharing the outcome of an investigation can potentially save time and resources for both parties, particularly where there is a possibility of the FCA taking enforcement action in relation to a firm’s perceived misconduct or failing. This does not mean that firms are under any obligation to share the
EG 3.11.3RP
1Work done or commissioned by the firm does not fetter the FCA's ability to use its statutory powers, for example to require a skilled person’s report under section 166 of the Act or to carry out a formal enforcement investigation; nor can a report commissioned by the firm be a substitute for formal regulatory action where this is needed or appropriate. But even if formal action is needed, it may be that a report could be used to help the FCA decide on the appropriate action to
EG 3.11.4RP
1The FCA invites firms to consider, in particular, whether to discuss the commissioning and scope of a report with FCA staff where: (1) firms have informed the FCA of an issue of potential regulatory concern, as required by SUP 15; or (2) the FCA has indicated that an issue or concern has or may result in a referral to Enforcement.
EG 3.11.5RP
1The FCA's approach in commenting on the proposed scope and purpose of the report will vary according to the circumstances in which the report is commissioned; it does not follow that the FCA will want to be involved in discussing the scope of a report in every situation. But if the firm anticipates that it will proactively disclose a report to the FCA in the context of an ongoing or prospective enforcement investigation, then the potential use and benefit to be derived from the
EG 3.11.6RP
1Some themes or issues are common to any discussion about the potential use or value of a report to the FCA. These include: (1) to what extent the FCA will be able to rely on the report in any subsequent enforcement proceedings; (2) to what extent the FCA will have access to the underlying evidence or information that was relied upon in producing the report; (3) where legal privilege or other professional confidentiality is claimed over any material gathered or generated in the
EG 3.11.7RP
1In certain circumstances the FCA may prefer that a firm does not commission its own investigation (whether an internal audit report or a report by external advisers) because action by the firm could itself be damaging to an FCA investigation. This is true in particular of criminal investigations, where alerting the suspects could have adverse consequences. For example, where the FCA suspects that individuals are abusing positions of trust within financial institutions and that
EG 3.11.8RP
1Nothing in paragraphs 3.11.1 to 3.11.7 extends or increases the scope of the existing duty to report facts or issues to the FCA in accordance with SUP 15 or Principle 11.
EG 3.11.9RP
1Where a firm does conduct or commission an investigation, it is very helpful if the firm maintains a proper record of the enquiries made and interviews conducted. This will inform the FCA's judgment about whether any further work is needed and, if so, where the FCA's efforts should be focused.
EG 3.11.10RP
1How the results of an investigation are presented to the FCA may differ from case to case; the FCA acknowledges that different circumstances may call for different approaches. In this sense, one size does not fit all. The FCA will take a pragmatic and flexible approach when deciding how to receive the results of an investigation. However, if the FCA is to rely on a report as the basis for taking action, or not taking action, then it is important that the firm should be prepared
EG 3.11.11RP
1The FCA is not able to require the production of “protected items”, as defined in the Act, but it is not uncommon for there to be disagreement with firms about the scope of this protection. Arguments about whether certain documents attract privilege tend to be time- consuming and delay the progress of an investigation. If a firm decides to give a report to the FCA, then the FCA considers that the greatest mutual benefit is most likely to flow from disclosure of the report itself
EG 3.11.12RP
1For reasons that the FCA can understand, firms may seek to restrict the use to which a report can be put, or assert that any legal privilege is waived only on a limited basis and that the firm retains its right to assert legal privilege as the basis for non-disclosure in civil proceedings against a private litigant.
EG 3.11.13RP
1The FCA understands that the concept of a limited waiver of legal privilege is not one which is recognised in all jurisdictions; the FCA considers that English law does permit such “limited waiver” and that legal privilege could still be asserted against third parties notwithstanding disclosure of a report to the FCA. However, the FCA cannot accept any condition or stipulation which would purport to restrict its ability to use the information in the exercise of the FCA's statutory
EG 3.11.14RP
1This does not mean that information provided to the FCA is unprotected. The FCA is subject to strict statutory restrictions on the disclosure of confidential information (as defined in section 348 of the Act), breach of which is a criminal offence (under section 352 of the Act). Reports and underlying materials provided voluntarily to the FCA by a firm, whether covered by legal privilege or not, are confidential for these purposes and benefit from the statutory protections.
EG 3.11.15RP
1Even in circumstances where disclosure of information would be permitted under the “gateways” set out in the Financial Services and Markets Act 2000 (Disclosure of Confidential Information) Regulations, the FCA will consider carefully whether it would be appropriate to disclose a report provided voluntarily by a firm. The FCA appreciates that firms feel strongly about the importance of maintaining confidentiality, and that firms are more likely to volunteer information to the
LR 8.6.1GRP
The FCA will maintain a list of sponsors on its website.
LR 8.6.2RRP
A person wanting to provide sponsor services4, and to be included on the list of sponsors, must apply to the FCA for approval as a sponsor by submitting the following to the Sponsor Supervision Team at the FCA's address:4(1) a completed Sponsor Firm Application Form; and4(2) [deleted]44(3) the application fee set out in 1FEES 31[Note: The Sponsor's Firm Application Form can be found on the UKLA section of the FCA's website.]4
LR 8.6.3RRP
A person wanting to provide sponsor services4and be included on the list of sponsors must also submit:4(1) all additional documents, explanations and information as required by the FCA; and(2) verification of any information in such a manner as the FCA may specify.
LR 8.6.4GRP
When considering an application for approval as a sponsor the FCA may:(1) carry out any enquiries and request any further information which it considers appropriate, including consulting other regulators;(2) request that the applicant or its specified representative answer questions and explain any matter the FCA considers relevant to the application; and6(3) take into account any information which it considers appropriate in relation to the application.22(4) [deleted]22[Note:
LR 8.6.5RRP
The FCA will approve a person as a sponsor only if it is satisfied that the person :4(1) is 4an authorised person or a member of a designated professional body;(2) is 4competent to provide8sponsor services4 in accordance with LR 88; and8(3) has appropriate 4systems and controls in place to carry out its role as a sponsor in accordance with LR 884.488
LR 8.6.5ARRP
7The FCA may impose restrictions or limitations on the services a sponsor can provide at the time of granting a sponsor's approval.
LR 8.6.5BGRP
7Situations when the FCA may impose restrictions or limitations on the services a sponsor can provide include (but are not limited to) where it appears to the FCA that: (1) the employees of the person applying to be a sponsor whom it is proposed will perform sponsor services have no or limited relevant experience and expertise of providing certain types of sponsor services or of providing sponsor services to certain types of company; or(2) the person applying to be a sponsor
LR 8.6.5CGRP
8Where a person wishes to apply for approval as a sponsor to provide a limited range of sponsor services, it may do so on the basis that the FCA will impose a limitation or restriction on its approval (in accordance with section 88 of the Act). In such circumstances, the FCA will assess whether the person satisfies LR 8.6.5R (2) and LR 8.6.5R (3) taking into consideration the sponsor services to which the approval, as formally limited or restricted by the FCA, will relate.
LR 8.6.7RRP
A sponsor, or a 8person48applying for approval as a sponsor, will not satisfy LR 8.6.5R (2) unless it has:4888(1) 8submitted a sponsor declaration to the FCA:(a) for a person applying for approval as a sponsor, within three years of the date of its application; and(b) for a sponsor, within the previous three years; and(2) 8a sufficient number of employees with the skills , knowledge and expertise necessary for it to:(a) provide sponsor services in accordance with LR 8.3; (b)
LR 8.6.7AGRP
8To determine whether a sponsoror a person applying for approval as a sponsoris able to satisfy LR 8.6.7R (1)(a), the FCA may consider whether any of the person's employees have had material involvement in the provision of sponsor services that have required the submission of a sponsor declaration within the previous three years.
LR 8.6.7BGRP
8In exceptional circumstances, the FCA may consider dispensing with, or modifying, the requirement in LR 8.6.7R (1) in accordance with LR 1.2.1 R.
LR 8.6.7CGRP
8In assessing whether a sponsor or a person applying for approval as a sponsor satisfies LR 8.6.7R (2) the FCA will consider a variety of factors including:(1) the nature, scale and complexity of its business;(2) the diversity of its operations; (3) the volume and size of transactions it undertakes;(4) the volume and size of transactions it anticipates undertaking in the following year; and (5) the degree of risk associated with the transactions it undertakes or anticipates
LR 8.6.7DGRP
8Notwithstanding LR 8.6.7C G, when considering whether a sponsor satisfies LR 8.6.7R (2)(c) the FCA expects a sponsor to have no less than two employees who are able to satisfy the key contact requirements in LR 8.6.19R (2).
LR 8.6.9BGRP
4In assessing whether a sponsor or a8person applying for approval as a sponsor can demonstrate it is competent in the areas required under LR 8.6.7R (2), the FCA may also take into account, where relevant, the guidance or advice on the listing rules or disclosure requirements9 and transparency rules5the sponsor or8person has given in circumstances other than in providing sponsor services.885
LR 8.6.13GRP
When considering a sponsor's ability to comply with LR 8.6.12 R, the FCA will consider8 a variety of factors, including:8(1) the nature, scale and complexity of its business;(2) the diversity of its operations;(3) the volume and size of the transactions it undertakes;4(4) the volume and size of the transactions it anticipates undertaking in the following year; and44(5) the degree of risk associated with the transactions it undertakes or anticipates undertaking in the following
LR 8.6.16ARRP
6A sponsor must have effective arrangements to create and retain for six years accessible records which are sufficient to be capable of demonstrating that it has provided sponsor services and otherwise complied with its obligations under LR 8 including:88(1) where a declaration is to be submitted to the FCA:88(a) under LR 8.4.3R (1), LR 8.4.9R (1), LR 8.4.13R (1), LR 8.4.14R (2) or LR 8.4.17 R; or (b) pursuant to an appointment under LR 8.2.1R (5);the basis of each declaration
LR 8.6.16CGRP
6In considering whether a sponsor has satisfied the requirements regarding sufficiency of records in LR 8.6.16A R, the FCA will consider whether the records would enable a person with general knowledge of the sponsor regime but no specific knowledge of the actual sponsor service undertaken to understand and verify the basis upon which material judgments have been made throughout the provision of the sponsor service.
LR 8.6.19RRP
4For each 8sponsor service requiring the submission of a document to the FCA or contact with the FCA, a sponsor must:8(1) at the time of submission or on first making contact with the FCA8notify the FCAof the name and contact details of a key 8contact within8 the sponsor for that matter8; and8888(2) ensure that its key8contact : 88(a) has8 sufficient knowledge about the listed company or applicant and the proposed matter8to be able to answer queries from the FCA about it; 888(b)
LR 8.6.20GRP
8The FCA expects an employee carrying out the role of key contact to have provided a sponsor service in the previous three years.
DTR 8.4.2GRP
The purpose of DTR 8.4.1 R is to ensure that a primary information provider can disseminate regulated information to as wide a public as possible, as close to simultaneously as possible, in the United Kingdom and other EEA States. In considering whether a primary information provider has satisfied the requirements in DTR 8.4.1 R, the FCA will consider the number and nature of arrangements that the primary information provider has with media operators.
DTR 8.4.3RRP
Unless the regulated information is embargoed by the person who submitted it or by the FCA, a primary information provider must disseminate all regulated information that it receives as soon as possible.
DTR 8.4.4GRP
In assessing compliance with DTR 8.4.3 R, the FCA will have regard to whether the primary information provider has disseminated at least 95% of all regulated information which did not require reformatting within 5 minutes of receipt.
DTR 8.4.5RRP
A primary information provider must prioritise the order of dissemination of pending regulated information according to the headline information, except that a primary information provider must prioritise the dissemination of regulated information that is submitted by the FCA if the FCA requests it.
DTR 8.4.8RRP
A primary information provider must:(1) disseminate regulated information at least between the hours of 7:00 am and 6:30 pm on any business day;(2) be able to receive regulated information at all times; (3) provide service support at least between the hours of 7.00 am and 6.30 pm on any business day to:(a) any person who has requested the dissemination of regulated information; and(b) any media operator with whom the primary information provider has an arrangement for the dissemination
DTR 8.4.10GRP
In considering whether a primary information provider satisfies the requirements of DTR 8.4.9 R, the FCA will consider, among other things, whether the primary information provider has arrangements in place for an alternative primary information provider to receive and disseminate regulated information on its behalf.
DTR 8.4.14GRP
In determining whether a primary information provider has satisfied the requirement in DTR 8.4.13 R, the FCA will consider whether the changes made by the primary information provider would be likely to affect the import of the regulated information.
DTR 8.4.15RRP
A primary information provider must record the following information for each announcement of regulated information it disseminates: (1) the name of any person who communicates regulated information on behalf of an issuer or other organisation to the primary information provider;(2) the name of the issuer or organisation on whose behalf the regulated information is communicated;(3) the security validation details of the issuer or organisation;(4) the date and time the regulated
DTR 8.4.23RRP
Regulated information disseminated to a media operator by a primary information provider must contain the following: (1) identification of the information as regulated information which has been disseminated by a primary information provider;(2) the unique identification number for the item of regulated information;(3) the sequence number of the regulated information;(4) a clear indication of the start of the regulated information;(5) the name of the issuer or organisation concerned;(6)
DTR 8.4.29RRP
If requested by the FCA, a primary information provider must:(1) place an embargo on regulated information; or(2) cancel any embargo placed on regulated information by the person that has submitted the regulated information and disseminate the regulated information; or(3) cancel any embargo placed on regulated information by the FCA and disseminate the regulated information.
DTR 8.4.30RRP
A primary information provider must supply free of charge all regulated information that it disseminates, exclusive of all other information, to the FCA or an agent appointed by the FCA to act on its behalf.
DTR 8.4.32GRP
In considering whether a primary information provider satisfies the requirements of DTR 8.4.31 R, the FCA will consider, among other things, whether the primary information provider has in place appropriate measures to identify new and emerging risks which would be likely to prevent its compliance with DTR 8.4.11 R, DTR 8.4.19 R or DTR 8.4.20 R.
DTR 8.4.33RRP
A primary information provider must at all times:(1) deal with the FCA in an open and cooperative manner; and(2) deal with all enquiries raised by the FCA as soon as possible.
DTR 8.4.34RRP
A primary information provider must notify the FCA immediately if:(1) there is any change to the names and contact details of staff who are available to assist the FCA exercise its functions in relation to the dissemination of regulated information by the primary information provider; or(2) any contractual arrangement between the primary information provider and a media operator regarding the dissemination of regulated information is terminated; or(3) any changes are proposed
DTR 8.4.35RRP
If a primary information provider learns of a breach of its security it must:(1) notify the FCA immediately; and (2) provide the FCA as soon as possible with a report containing details of the security breach and the steps taken to rectify it.
DTR 8.4.36RRP
A primary information provider must notify the FCA and its clients as soon as possible if its ability to disseminate or continuously receive regulated information is disrupted.
DTR 8.4.38RRP
(1) Notifications must be made in writing.(2) Notifications to the FCA must be sent to the following address:
SUP 10C.11.1GRP
(1) Section 60(2A) of the Act (Applications for approval) says that, if a firm is applying for approval from the FCA or the PRA for a person to perform a designated senior management function, the regulator to which the application is being made must require the application to contain, or be accompanied by, a statement setting out the aspects of the affairs of the firm which it is intended that the person will be responsible for managing in performing the function. (2) That statement
SUP 10C.11.2GRP
(1) This section is about the FCA's requirements for statements of responsibilities.(2) However, where applications and notifications relate both to FCA-designated senior management functions and to PRA ones, the regulators’ requirements are consistent with each other.(3) The general material in this section (SUP 10C.11.13G to SUP 10C.11.35G) applies to statements of responsibilities submitted in all the cases covered by this section. It covers statements of responsibilities
SUP 10C.11.3DRP
An application by a firm for the FCA's approval under section 59 of the Act (Approval for particular arrangements) for the performance of an FCA-designated senior management function must be accompanied by a statement of responsibilities (SUP 10C Annex 5D).
SUP 10C.11.4GRP
(1) SUP 10C.10 (Application for approval and withdrawing an application for approval) explains the procedures for applying for approval.(2) SUP 10C.15 (Forms and other documents and how to submit them to the FCA) explains how applications for approval should be submitted.(3) See the table in SUP 10C.11.19G for examples of how the requirements of this section about including statements of responsibilities in applications for approval apply in different situations.
SUP 10C.11.5GRP
Under section 62A of the Act, a firm must provide the FCA with a revised statement of responsibilities if there has been any significant change in the responsibilities of an FCA-approved SMF manager. More precisely:(1) if a firm has made an application (which was granted) to the FCA for approval for a person to perform an FCA-designated senior management function; (2) the application contained, or was accompanied by, a statement of responsibilities; and(3) since the granting of
SUP 10C.11.6GRP
(1) This paragraph sets out non-exhaustive examples of potential changes which, in the FCA's view, may be significant and thus require the submission of a revised statement of responsibilities.(2) A variation of the FCA-approved SMF manager's approval, either at the firm's request or at the FCA's or PRA's initiative, resulting in the imposition, variation or removal of a condition or time limit, may involve a significant change.(3) Fulfilling or failing to fulfil a condition on
SUP 10C.11.9GRP
(1) SUP 10C.15 (Forms and other documents and how to submit them to the FCA) explains how revised statements of responsibilities should be submitted.(2) See the table in SUP 10C.11.19G for examples of how the requirements of this section about submitting revised statements of responsibilities apply in different situations.(3) In particular, the table in SUP 10C.11.19G gives examples of how SUP 10C.11.7D(2) works.
SUP 10C.11.10DRP
An application by a firm to the FCA for the variation of an existing approval under section 63ZA of the Act (Variation of a senior manager’s approval at request of relevant authorised person) must be accompanied by a statement of responsibilities.
SUP 10C.11.11GRP
(1) See SUP 10C.13 (Variation of conditional and time-limited approvals) for more details about applications to vary an approval.(2) SUP 10C.15 (Forms and other documents and how to submit them to the FCA) explains how applications to vary an approval should be submitted.(3) See the table in SUP 10C.11.19G for examples of how the requirements of this section about submitting statements of responsibilities with applications to vary an approval apply in different situations.
SUP 10C.11.14GRP
(1) SUP 10C.11.13D means that, at any time, a firm should have a single document for an SMF manager that:(a) contains statements of responsibilities for all designated senior management functions for which that SMF manager has approval; and(b) where relevant, contains statements of responsibilities for all designated senior management functions for which the firm is applying for approval.(2) The document in (1) should cover PRA-designated senior management functions as well as
SUP 10C.11.19GRP

Table: examples of how the requirements for submitting statements of responsibilities work

1Example

Comments

(1) A firm applies for approval for A to perform the executive director function and the money laundering function.

There should be a single statement of responsibilities document that covers the two functions.

The combined document should be included with the application for approval.

(2) Firm X applies for approval for A to perform the executive director function. Firm Y applies for approval for A to perform the money laundering function. Both firms are relevant authorised persons.

There should be separate statements of responsibilities for each firm.

This is the case even if Firm X and Firm Y are in the same group.

(3) A firm applies for approval for A to perform an FCA-designated senior management function and a PRA-designated senior management function.

The arrangements in SUP 10C.9 for FCA functions to be absorbed into PRA ones do not apply and so there are separate applications to the FCA and PRA.

The single statement of responsibilities document should cover both the FCA and the PRA functions.

(4) A has approval to perform the executive director function. Later, A is to be appointed to perform the money laundering function for the same firm. This will also result in substantial changes to A’s duties as an executive director.

The firm should not use Form J to notify the changes to A’s duties as an executive director.

The firm should submit a revised single statement of responsibilities document along with the application to perform the money laundering function.

The single statement of responsibilities document should cover both functions. The part relating to A’s duties as an executive director should be updated.

(5) A has approval to perform the executive director function. Later, A is to be appointed to perform the PRA's chief risk officer designated senior management function for the same firm. This will also result in substantial changes to A’s duties as an executive director.

The firm should not use Form J to notify the changes to A’s duties as an executive director.

The firm should submit a revised single statement of responsibilities document along with the application to perform the PRA function.

The firm should not submit the revised single statement of responsibilities document separately to the FCA. Instead, it should include it as part of the application to the PRA.

The single statement of responsibilities document should cover both the FCA and the PRA functions. The part relating to A’s duties as an executive director should be updated.

(6) A has approval to perform the money laundering function. The approval to perform the money laundering function is subject to a condition. The firm is applying to vary that condition.

The firm should include a revised statement of responsibilities with the application.

The firm should not use Form J. It should submit a revised statement of responsibilities along with the application to vary the approval.

(7) A has approval to perform the executive director function and the money laundering function for the same firm. The approval to perform the money laundering function is subject to a condition. The firm is applying to vary that condition. As part of the same arrangements, there are to be substantial changes to A’s job as an executive director.

The firm should not use Form J to notify the changes to A’s duties as an executive director.

The firm should submit a revised single statement of responsibilities document along with the application to vary the approval for the money laundering function.

The single statement of responsibilities document should be updated and should cover both functions.

(8) A has approval to perform the executive director function and the PRA's chief risk officer designated senior management function for the same firm. The arrangements in SUP 10C.9 for FCA functions to be absorbed into PRA ones do not apply and so there are separate FCA and PRA approvals.

The approval to perform the PRA's chief risk officer designated senior management function is subject to a condition. The firm is applying to vary that condition. As part of the same arrangements, there are to be substantial changes to A’s job as an executive director.

The firm should not use Form J to notify the changes to A’s duties as an executive director.

The firm should submit a revised single statement of responsibilities document along with the application to vary the PRA function.

The firm should not submit the revised document separately to the FCA. Instead it should include it as part of the application to the PRA.

The single statement of responsibilities document should cover both the FCA and the PRA functions and should be updated.

(9) A has approval to perform the executive director function and the money laundering function for the same firm.

Sometime later, A is to give up the

money laundering function and take up the PRA's chief risk officer designated senior management function. This will involve major changes to A’s role as executive director.

The answer to example (5) applies.

The application to the PRA to perform the PRA function should be accompanied by a single document that:

(1) contains the statement of responsibilities for the new function;

(2) contains the revised statement of responsibilities for the executive director function; and

(3) reflects the fact that A is no longer performing the money laundering function.

(10) A firm has approval for A to perform the executive director function and the money laundering function.

A then ceases to perform the money laundering function but continues to perform the executive director function.

The firm must submit:

(a) Form C for the money laundering function;

(b) Form J; and

(c) a single updated statement of responsibilities document that covers the executive director function.

(11) A has approval to perform the executive director function and the PRA's chief risk officer designated senior management function for the same firm. Later, A gives up his role as chief risk officer.

The firm must submit:

(a) Form C for the PRA function;

(b) Form J; and

(c) a single updated statement of responsibilities document that covers the executive director function.

The firm should not submit the revised single statement of responsibilities document separately to the FCA. Instead, it should include it as part of the notification to the PRA.

(12) A has approval to perform the executive director function. Later, A is to be appointed to perform the money laundering function for the same firm.

The application is rejected.

The single statement of responsibilities document submitted as part of the application will no longer be correct as it reflects the proposed new approval.

If the only changes to the single document in the version sent with the application are ones, clearly and exclusively tied to the new function, the firm will not need to amend the document as the changes will automatically fall away.

In any other case (for instance if the application is approved conditionally), it is likely that the firm will need to update it using Form J.

In any case, the FCA may contact the firm to agree a revised single statement of responsibilities document.

(13) A has approval to perform the executive director function. Later, A is to be appointed to perform the money laundering function for the same firm.

This will not result in any changes to A’s duties as an executive director. However, there have been some insignificant changes to A’s role as an executive director since the firm submitted the most recent single statement of responsibilities document. The changes are not connected to A’s appointment to perform the money laundering function.

The answer for example (4) applies.

The single statement of responsibilities document should be updated to cover the changes to A’s duties as executive director, as well as covering A’s new money laundering role. It does not matter that the changes to A’s role as an executive director are not significant.

(14) A has approval to perform the executive director function. Later, A’s business unit grows in size and so the firm needs to apply for A to be approved to perform the PRA's Head of Key Business Area designated senior management function. However, A’s responsibilities do not change.

The firm should submit a revised single statement of responsibilities document along with the application to perform the PRA function.

The firm should submit a single statement of responsibilities document that covers both the FCA and the PRA functions.

It should not submit the revised single statement of responsibilities document separately to the FCA. Instead, it should include it as part of the application to the PRA.

2(15) Firm X has a branch in the United Kingdom. Firm Y is a UK authorised subsidiary3 of firm X.

Firm X is a third-country relevant authorised person and firm3 Y is a UK relevant authorised person.

Both firms apply for approval for the same individual (P) to perform the executive3director function.

There should be separate statement of responsibilities for P for each firm.

The single statement of responsibilities document means the single document described in SUP 10C.11.13D
SUP 10C.11.21GRP
(1) A complete set of current statement of responsibilities means all statements of responsibilities that the firm has provided to the FCA or PRA as revised under section 62A of the Act.(2) A statement of responsibilities is not current if the person in question no longer performs any of the controlled function to which it relates.
SUP 10C.11.22GRP
(1) A firm should consider past versions of its statements of responsibilities as an important part of its records and as an important resource for the FCA in supervising the firm.(2) Past versions of a firm'sstatements of responsibilities form part of its records under SYSC 9.1 (General rules on record-keeping).
SUP 10C.11.25GRP
A statement of responsibilities should be:(1) practical and useable by the FCA; (2) without unnecessary detail; and(3) succinct and clear.
SUP 10C.11.29GRP
(1) The definition of every FCA-designated senior management function contains a responsibility which is inherent, inseparable from and intrinsically built into the specific role. (2) In many ways, this inherent responsibility is the most important responsibility of any given SMF manager, as it provides a rationale as to why that specific function is subject to pre-approval by the FCA in the first place.(3) Even where an SMF manager has not been allocated any other responsibilities
SUP 10C.11.30GRP
(1) The FCA may request a firm to include specific responsibility for a regulatory outcome in the statement of responsibilities of the relevant SMF managers. (2) For example, where the FCA asks a firm to take remediation action following an internal or supervisory review or a report under section 166 of the Act (Reports by skilled persons) and considers it appropriate for an SMF manager to take responsibility for that action, it may ask the firm to add an additional, customised,
SUP 10C.11.32GRP
(1) Where:(a) an FCA-prescribed senior management responsibility; or(b) any function allocated under SYSC 4.7.8R (Allocation of overall responsibility for a firm’s activities, business areas and management functions) or SYSC 4.8.10R (Local responsibility for a branch’s activities, business areas and management functions)2;is divided or shared between several SMF managers, the statement of responsibilities for each SMF manager should:(c) explain why this has been done; and(d) give
SUP 10C.11.34GRP
In general, the FCA expects the statement of responsibilities of a non-executive director who is an SMF manager to be less extensive than those of an executive SMF manager.
SUP 10C.11.35GRP
The FCA does not require any of the general duties of a non-executive director described in section 2 of COCON 1 Annex 1 (The general role of a NED) to be included in the non-executive director'sstatement of responsibilities.
DEPP 7.2.1GRP
Under section 169(1)(b) and section 131FA2 of the Act, the FCA3 may appoint an investigator to investigate any matter at the request of an overseas regulator or EEA regulator2. The powers of the investigator appointed by the FCA3 (referred to here as the 'FCA's3 investigator') include the power to require persons to attend at a specified time and place and answer questions (the compulsory interview power).333
DEPP 7.2.2GRP
Where the FCA3 appoints an investigator in response to a request from an overseas regulator or EEA regulator2 it may, under section 169(7) or section 131FA2 of the Act, direct him to permit a representative of that regulator to attend and take part in any interviews conducted for the purposes of the investigation. The FCA3 may only give a direction under section 169(7) or section 131FA2 if it is satisfied that any information obtained by an overseas regulator or EEA regulator2
DEPP 7.2.4GRP
The FCA's3 policy on how it will use its investigative powers, including its power to appoint investigators, in support of overseas regulators and EEA regulators2, is set out in the FCA's3 Enforcement Guide (EG).33
DEPP 7.2.5GRP
The FCA3 may need to consider whether to use its direction power at two stages of an investigation:3(1) at the same time that it considers the request from the overseas regulator or EEA regulator2 to appoint investigators;(2) after it has appointed investigators, either at the request of the overseas regulator or EEA regulator2 or on the recommendation of the investigators.
DEPP 7.2.6GRP
Before making a direction under section 169(7) or section 131FA2 the FCA3 will discuss and determine with the overseas regulator or EEA regulator2 how this statement of policy will apply to the conduct of the interview, taking into account all the circumstances of the case. Amongst other matters, the FCA3 will at this stage determine the extent to which the representative of the overseas regulator or EEA regulator2 will be able to participate in the interview. The overseas regulator
DEPP 7.2.7GRP
The direction will contain the identity of the representative of the overseas regulator or EEA regulator2 that is permitted to attend any interview and the role that he will play in the interview. If the FCA3 envisages that there will be more than one interview in the course of the investigation, the direction may also specify which interview(s) the representative is allowed to attend.32
DEPP 7.2.8GRP
In circumstances where an interview is to be conducted as part of the investigation, the FCA's3 investigator will have conduct of the interview. In general, the FCA's3 investigators will be employees of the FCA3, but in appropriate cases the FCA3 may appoint persons who are not its employees. In those cases, the FCA3 may choose to require that an FCA3 employee is present at the interview and may choose to appoint that person as an investigator.333333
DEPP 7.2.9GRP
The FCA's3 investigator will act on behalf of the FCA3 and under its control. He may be instructed to permit the representative of the overseas regulator or EEA regulator2 to assist in the preparation of the interview. Where the FCA3 considers it appropriate, it may permit the representative to attend and ask questions of the interviewee in the course of the interview. The interview will be conducted according to the terms of the direction and the notification referred to in DEPP
DEPP 7.2.10GRP
If the direction does permit the representative of an overseas regulator or EEA regulator2 to attend the interview and ask the interviewee questions, the FCA's3 investigator will retain control of the interview throughout. Control of the interview means the following will apply:3(1) The FCA's3 investigator instigates and concludes the interview, introduces everyone present and explains the procedure of the interview. He warns the interviewee of the possible consequences of refusing
DEPP 7.2.11GRP
The FCA3 will in general provide written notice of the appointment of an investigator to the person under investigation pursuant to the request of an overseas regulator or EEA regulator2. Whether or not the interviewee is the person under investigation, the FCA's3 investigator will inform the interviewee of the provisions under which he has been appointed, the identity of the requesting authority and general nature of the matter under investigation. The interviewee will also normally
DEPP 7.2.13GRP
The FCA's3 investigator will determine the venue and timing of the interview. The interviewee will be notified of the venue and timing of the interview in advance and in writing.3
DEPP 7.2.14GRP
When the FCA's3 investigator has exercised the compulsory interview power, at the outset of the interview the interviewee will be given an appropriate warning. The warning, amongst other things, must state that the interviewee is obliged to answer all questions put to them during the interview, including any put by the representative of the overseas regulator or EEA regulator2. It will also state that in criminal proceedings or proceedings for market abuse the FCA3 will not use
DEPP 7.2.15GRP
The FCA's3 investigator may decide which documents or other information may be put to the interviewee, and whether it is appropriate to give the interviewee sight of the documents before the interview takes place. Where the overseas regulator or EEA regulator2 wishes to ask questions about documents during the interview and the FCA's3 investigator wishes to inspect those documents before the interview, he will be given the opportunity to do so. If the FCA's3 investigator wishes
DEPP 7.2.16GRP
When the FCA's3 investigator has exercised the compulsory interview power, the FCA's3 investigator will require the person attending the interview to answer questions. Where appropriate, questions may also be posed by the representative of the overseas regulator or EEA regulator2. The interviewee will also be required to answer these questions. The FCA's3 investigator may intervene at any stage during questioning by the representative of the overseas regulator or EEA regulato
DEPP 7.2.17GRP
Interviews will, in general, be conducted in English. Where the interviewee's first language is not English, at the request of the interviewee arrangements will be made for the questions to be translated into the interviewee's first language and for his answers to be translated back into English. If a translator is employed at the request of the representative of the overseas regulator or EEA regulator2 then the translation costs will normally be met by the overseas regulator
DEPP 7.2.18GRP
All compulsory interviews will be tape-recorded. The method of recording will be decided on and arranged by the FCA's3 investigator. Costs will be addressed similarly to that set out in the preceding paragraph. The FCA3 will not provide the overseas regulator or EEA regulator2 with transcripts of the tapes of interviews unless specifically agreed to, but copies of the tapes will normally be provided where requested. The interviewee will be provided with a copy of tapes of the
DEPP 7.2.19GRP
The interviewee may be accompanied at the interview by a legal adviser or a non-legally qualified observer of his choice. The costs of any representation will not be met by the FCA3. The presence at the interview of a representative of the overseas regulator or EEA regulator2 may mean that the interviewee wishes to be represented or accompanied by a person either from or familiar with that regulator's jurisdiction. As far as practical the arrangements for the interview should
DEPP 7.2.20GRP
In relation to the publication of investigations by overseas regulators or EEA regulators2, the FCA3 will pursue a policy similar to the policy that relates to its own investigations.3
IFPRU 4.4.1GRP
In order to be able to determine that the requirements in article 144(1) of the EU CRR have been met, the FCA would typically have the high-level expectations set out in this section.
IFPRU 4.4.4GRP
In respect of data inputs, the testing for accuracy of data (including the reconciliation referred to above) should be sufficiently detailed so that, together with other available evidence, it gives reasonable assurance that data input into the rating system is accurate, complete and appropriate. The FCA considers that input data fails to meet the required standard if it gives rise to a serious risk of material misstatement in the own funds requirement either immediately or s
IFPRU 4.4.7GRP
For the FCA to be satisfied that a firm documents its ratings systems appropriately, in accordance with article 144(1)(e) of the EU CRR, it would expect a firm to be able to demonstrate that it has an appropriate policy for any ratings system in relation to:(1) any deficiencies caused by its not being sensitive to movements in fundamental risk drivers or for any other reason;(2) the periodic review and action in the light of such review;(3) providing appropriate internal guidance
IFPRU 4.4.8GRP
To be satisfied that the requirements in article 179(1) of the EU CRR are met, the FCA expects a firm to collect data on what it considers to be the main drivers of the risk parameters of probability of default (PD), loss given default (LGD), conversion factors (CFs) and expected loss (EL) for each group of obligors or facilities, to document the identification of the main drivers of risk parameters, and be able to demonstrate that the process of identification is reasonable and
IFPRU 4.4.9GRP
In its processes for identifying the main drivers of risk parameters, the FCA expects that a firm should set out its reasons for concluding that the data sources chosen provide in themselves sufficient discriminative power and accuracy and why additional potential data sources do not provide relevant and reliable information that would be expected materially to improve the discriminative power and accuracy of its estimates of the risk parameter in question. This process need not
IFPRU 4.4.10GRP
To demonstrate that rating systems provide for meaningful assessment, the FCA expects that a firm's documentation relating to data should include clear identification of responsibility for data quality. A firm should set standards for data quality, aim to improve them over time and measure its performance against those standards. Furthermore, a firm should ensure that its data is of high enough quality to support its risk management processes and the calculation of its own funds
IFPRU 4.4.11GRP
Further detail of standards that the FCA would expect a firm to meet when it assesses compliance with article 174 of EU CRR are set out in the sections on probability of default (PD), loss given default (LGD) and exposure at default (EAD).
IFPRU 4.4.12GRP
In assessing whether the external data used by a firm to build models is representative of its actual obligors or exposures, the FCA expects a firm to consider whether this data is appropriate to its own experience and whether adjustments are necessary (see article 174 of the EU CRR).
IFPRU 4.4.13GRP
To estimate PDs that are long run averages of one-year default rates for obligor grades or pools, the FCA expects a firm to estimate expected default rates for the grade/pool over a representative mix of good and bad economic periods, rather than simply taking the historic average of default rates actually incurred by the firm over a period of years. The FCA expects that a long run estimate would be changed when there is reason to believe that the existing long run estimate is
IFPRU 4.4.14GRP
To demonstrate compliance with article 144(1) of the EU CRR, the FCA expects a firm to take into account the following factors in understanding differences between their historic default rates and their PD estimates, and in adjusting the calibration of their estimates as appropriate:(1) the rating philosophy of the system and the economic conditions in the period over which the defaults have been observed;(2) the number of defaults, as a low number is less likely to be representative
IFPRU 4.4.15GRP
The FCA expects a firm that is unable to produce a long run estimate, as described above, to consider what action it would be appropriate for it to take to comply with article 180(1)(a) of the EU CRR. In some circumstances, it may be appropriate for a firm to need to amend its rating system so that the PD used as an input into the IRB own funds requirement is an appropriately conservative estimate of the actual default rate expected over the next year. However, such an approach
IFPRU 4.4.16GRP
In accordance with articles 181(1)(b) and 182(1)(b) of the EU CRR, where the estimates appropriate for an economic downturn are more conservative than the long run average, the FCA expects the estimate for each of these parameters to represent the LGD or CF expected, weighted by the number of defaults, over the downturn period. Where this is not the case, the FCA expects the estimate to be used to be the expected LGD or CF, weighted by the number of defaults, over a representative
IFPRU 4.4.17GRP
To demonstrate that a rating system provides for a meaningful differentiation of risk and accurate and consistent quantitative estimates of risk, the FCA expects a firm would have regard to the sensitivity of the rating to movements in fundamental risk drivers, in assigning exposures to grades or pools within a rating system (see article 171 of the EU CRR).
DEPP 4.1.1GRP
1All statutory notice decisions under executive procedures and decisions referred to in DEPP 2.5.6A G3 will be taken either by a senior staff committee or by an individual FCA3 staff member.3
DEPP 4.1.2GRP
In the3 case of a senior staff committee,3 the decision will be taken by FCA3 staff who have not been directly involved in establishing the evidence on which the decision is based or by two or more FCA staff who include a person not directly involved in establishing that evidence,3 except in accordance with section 395(3) of the Act.33
DEPP 4.1.2AGRP
In the case of an individual FCA staff member, the decision will be taken by someone who has not been directly involved in establishing the evidence on which the decision is based, except in accordance with section 395(3) of the Act.
DEPP 4.1.3GRP
The FCA's3 senior executive committee will from time to time determine that particular categories of statutory notice decision to be taken under executive procedures and decisions referred to in DEPP 2.5.6A G3 will be taken by a senior staff committee.3
DEPP 4.1.4GRP
A senior staff committee will consist of such FCA3 staff members as the FCA's3 senior executive committee may from time to time determine. The FCA's3 senior executive committee may authorise the chairman of a senior staff committee to select its other members. A senior staff committee is accountable for its decisions to the FCA's3 senior executive committee and, through it, to the FCA3 Board.33333
DEPP 4.1.5GRP
A senior staff committee may operate through standing or specific sub-committees to consider particular decisions or classes of decision, for which accountability will lie through the committee. Each meeting of a senior staff committee, or sub-committee, will include:(1) an individual with authority to act as its chairman; and(2) at least two other members.
DEPP 4.1.6GRP
A senior staff committee will operate on the basis of a recommendation from an FCA3 staff member of at least the level of associate, and with the benefit of legal advice from an FCA3 staff member of at least the level of associate.33
DEPP 4.1.7GRP
Statutory notice decisions to be taken under executive procedures and decisions referred to in DEPP 2.5.6A G,3 and not falling within the responsibility of a senior staff committee, will be taken by an individual FCA3 staff member. The decision will be:3(1) made by an executive director of the FCA3 Board or his delegate (who will be of at least the level of associate);3(2) on the recommendation of an FCA3 staff member of at least the level of associate; and3(3) with the benefit
DEPP 4.1.8GRP
The individual who takes a decision under executive procedures is accountable to the FCA3 Board directly (if an executive director) or otherwise through line management responsible for the decision concerned.3
DEPP 4.1.9GRP
An FCA3 staff member who considers that a statutory notice decision or a decision referred to in DEPP 2.5.6A G3 should be taken above his own level is free to refer that decision to a more senior level. If an FCA3 staff member consults another staff member about a decision, the decision remains the independent decision of the FCA3 staff member who consults his colleague, unless it is agreed that the decision should instead be taken by the colleague, and the colleague has the delegated
DEPP 4.1.10GRP
If an individual responsible for a decision under executive procedures (or a more senior FCA3 staff member with responsibilities in relation to the decision concerned) considers that it warrants collective consideration, the individual may:3(1) take the decision himself, following consultation with other FCA3 staff members, as above; or3(2) refer it to a senior staff committee, which will take the decision itself.
DEPP 4.1.11GRP
(1) FCA3staff are required by their contract of employment to comply with a code of conduct which imposes strict rules to cover the handling of conflicts of interest which may arise from personal interests or associations. FCA3 staff subject to a conflict of interest must declare that interest to the person to whom they are immediately responsible for a decision.33(2) If a member of a senior staff committee has a potential conflict of interest in any matter in which he is asked
DEPP 4.1.12GRP
The secretariat to the senior staff committee will record and document all disclosures of potential conflicts of interest and the steps taken to manage them.
DEPP 4.1.13GRP
The procedure for taking decisions under executive procedures will generally be less formal and structured than that for decisions by the RDC. Broadly, however, FCA3 staff responsible for taking statutory notice decisions under executive procedures will follow a procedure similar to that described at DEPP 3.2.7 G to DEPP 3.2.27 G for the RDC except that:3(1) in a case where the decision will be taken by a senior staff committee: (a) the chairman or deputy chairman of the senior
DEPP 4.1.14GRP
3Broadly, FCA staff responsible for taking decisions referred to in DEPP 2.5.6A G will follow a procedure similar to that described at DEPP 3.2.7 G to DEPP 3.2.27 G for the RDC (subject to the exceptions in DEPP 4.1.13 G (1) to DEPP 4.1.13 G (5) which also reflects that these decisions are not statutory notice decisions.
LR 8.7.1GRP
The FCA expects to have an open, co-operative and constructive relationship with a sponsor to enable it to have a broad picture of the sponsor's activities and its ability to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R.
LR 8.7.1ARRP
(1) 5The FCA may by notice in writing given to a sponsor require it to provide specified documents or specified information to the FCA.11(2) The sponsor must as soon as practicable provide to the FCA any documents or information that it has been required to provide under (1).11(3) This rule applies only to documents or information reasonably required by the FCA in connection with the performance of its functions in relation to a sponsor or a company that has appointed a spons
LR 8.7.2GRP
The FCA uses a variety of tools to monitor whether a sponsor:(1) continues to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R; and(2) remains in compliance with all applicable listing rules.
LR 8.7.2ARRP
10The FCA may impose restrictions or limitations on the services a sponsor can provide at any time following the grant of a sponsor's approval.
LR 8.7.2BGRP
10Situations when the FCA may impose restrictions or limitations on the services a sponsor can provide include (but are not limited to) where it appears to the FCA that: (1) the sponsor has no or limited relevant experience and expertise of providing certain types of sponsor services or of providing sponsor services to certain types of company; or(2) the sponsor does not have systems and controls in place which are appropriate for the nature of the sponsor services which the sponsor
LR 8.7.3GRP
FCA staff, after notifying the sponsor, may make supervisory visits to a sponsor on a periodic and an ad hoc basis.
LR 8.7.4GRP
The FCA will give reasonable notice to a sponsor of requests for meetings or requests for access to a sponsor's documents and records.
LR 8.7.5GRP
The FCA, on behalf of other regulators, may request information from a sponsor or pass information on to other regulators to enable such regulators to discharge their functions.
LR 8.7.7RRP
A sponsor must provide to the FCA on or after the first business day of January in each year but no later than the last business day of January in each year:77(1) written confirmation that it continues to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R; and5(1A) for each of the criteria in that rule, evidence8 of the basis upon which it considers that it meets that criterion8.588(2) [deleted]55(3) [deleted]55(4) [deleted]55
LR 8.7.7ARRP
7Written confirmation must be provided by submitting a completed Sponsor Annual Notification Form to the FCA at the FCA's address.[Note: The Sponsor Annual Notification Form can be found on the UKLA section of the FCA's website.]
LR 8.7.8RRP
A sponsor must notify the FCA in writing as soon as possible if:(1) 8(a) 8the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R or becomes aware of any matter which, in its reasonable opinion, would be relevant to the FCA in considering whether the sponsor continues to comply with LR 8.6.6 R; or(b) 8the sponsor becomes aware of any fact or circumstance relating to the sponsor or any of its employees engaged in the provision of sponsor services
LR 8.7.8ARRP
8Where a sponsor is of the opinion that notwithstanding the circumstances giving rise to a notification obligation under LR 8.7.8 R, it continues to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R, it must include in its notification to the FCA a statement to that effect and the basis for its opinion.
LR 8.7.10GRP
Written notifications should be sent to the Sponsor Supervision Team at the FCA's address.
LR 8.7.20GRP
EG3 sets out the FCA's policy on when and how it will use its disciplinary powers, including 3 in relation to a sponsor.A statutory notice may be required under section 88B of the Act. Where this is the case, the procedure for giving a statutory notice is set out in DEPP.1031010
LR 8.7.21GRP
A sponsor that intends to request the FCA to cancel its approval as a sponsor should8 comply with LR 8.7.22 R.8
LR 8.7.21AGRP
8Examples of when a sponsor should submit a cancellation request pursuant to LR 8.7.22 R include, but are not limited to:(1) situations where the sponsor ceases to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R and, following a notification made under LR 8.7.8 R, there are no ongoing discussions with the FCA which could lead to the conclusion that the sponsor remains eligible; or(2) where there is a change of control of the sponsor or any
LR 8.7.22RRP
A request by a sponsor for its approval as a sponsor to be cancelled must be in writing and must include:(1) the sponsor's name;(2) a clear explanation of the background and reasons for the request;(3) the date on which the sponsor requests the cancellation to take effect;4(4) a signed confirmation that the sponsor will not provide any sponsor services8 as of the date the request is submitted to the FCA; and8(5) the name and contact details of the person at the sponsor with whom
LR 8.7.25RRP
10A request by a sponsor for its approval as a sponsor to be suspended must be in writing and must include: (1) the sponsor's name; (2) a clear explanation of the background and reasons for the request;(3) the date on which the sponsor requests the suspension to take effect;(4) a signed confirmation that the sponsor will not provide any sponsor services as of the date the request is submitted to the FCA; and(5) the name and contact details of the person at the sponsor with whom
LR 8.7.26AGRP
11A sponsor may wish to consider submitting a suspension request under LR 8.7.25 R where the sponsor:(1) ceases to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R; (2) has notified the FCA in accordance with LR 8.7.8 R;(3) is having ongoing discussions with the FCA regarding remedial action; and(4) is undertaking remedial action which may result in the sponsor being able to satisfy the ongoing criteria for approval in accordance with LR 8.6.6
LR 8.7.27GRP
10The FCA may impose restrictions or limitations on the services a sponsor can provide or suspend a sponsor's approval under section 88E of the Act if the FCA considers it desirable to do so in order to advance one or more of its operational objectives.[Note: A statutory notice may be required under section 88F of the Act. Where this is the case, the procedure for giving a statutory notice is set out in DEPP.]
REC 2.5.1UKRP

Schedule to the Recognition Requirements Regulations, paragraphs 3 – 3H4

Paragraph 3 – Systems and controls4

(1)

The [UK RIE] must ensure that the systems and controls, including procedures and arrangements,4 used in the performance of its functions and the functions of the trading venues it operates are adequate, effective4 and appropriate for the scale and nature of its business.

(2)

Sub-paragraph (1) applies in particular to systems and controls concerning -

(a)

the transmission of information;

(b)

the assessment, mitigation and management of risks to the performance of the [UK RIE'srelevant functions];

(c)

the effecting and monitoring of transactions on the [UK RIE];

(ca)

the technical operation of the [UK RIE], including contingency arrangements for disruption to its facilities;

(d)

the operation of the arrangements mentioned in paragraph 4(2)(d); and

(e)

(where relevant) the safeguarding and administration of assets belonging to users of the [UK RIE's] facilities.

4(f)

the resilience of its trading systems;

4[Note:MiFID RTS 7 contains requirements on the resilience of trading systems operated by trading venues that enable algorithmic trading]

4(g)

the ability to have sufficient capacity to deal with peak order and message volumes;

4[Note:MiFID RTS 7 contains requirements on the adequacy of capacity of trading systems operated by trading venues that enable algorithmic trading]

4(h)

the ability to ensure orderly trading under conditions of severe market stress;

4(i)

the effectiveness of business continuity arrangements to ensure the continuity of the [UK RIE’s] services if there is any failure of its trading systems including the testing of the [UK RIE’s] systems and controls;

4(j)

the ability to reject orders that exceed predetermined volume or price thresholds or which are clearly erroneous;

4(k)

the ability to ensure algorithmic trading systems cannot create or contribute to disorderly trading conditions on trading venues operated by the [UK RIE];

4(l)

the ability to ensure disorderly trading conditions which arise from the use of algorithmic trading systems, including systems to limit the ratio of unexecuted orders to transactions that may be entered into the [UK RIE’s] trading system by a member or participant are capable of being managed;

[Note:MiFID RTS 9 contains requirements on the ratio of unexecuted orders to transactions to be taken into account by a trading venue that operates electronic continuous auction order book, quote-driven or hybrid trading systems]

4(m)

the ability to ensure the flow of orders is able to be slowed down if there is a risk of system capacity being reached;

4(n)

the ability to limit and enforce the minimum tick size which may be executed on its trading venues; and

4(o)

the requirement for members and participants to carry out appropriate testing of algorithms.

4[Note:MiFID RTS 7 contains requirements on the appropriate testing of algorithms to ensure that trading systems, when they enable algorithmic trading, cannot create or contribute to disorderly trading conditions]

4(3)

For the purposes of sub-paragraph 2(c), the [UK RIE] must -

4(a)

establish and maintain effective arrangements and procedures including the necessary resource for the regular monitoring of the compliance by members or participants with its rules; and

4(b)

monitor orders sent including cancellations and the transactions undertaken by its members or participants under its systems in order to identify infringements of those rules, disorderly trading conditions or conduct that may indicate behavior that is prohibited under the market abuse regulation or system disruptions in relation to a financial instrument.

4(4)

For the purpose of sub-paragraph (2)(o) the [UK RIE] must provide environments to facilitate such testing.

4(5)

The [UK RIE] must be adequately equipped to manage the risks to which it is exposed, to implement appropriate arrangements and systems to identify all significant risks to its operation, and to put in place effective measures to mitigate those risks.

4Paragraph 3A – Market making arrangements

4(1)

The [UK RIE] must -

4(a)

have written agreements with all investment firms pursuing a market making strategy on trading venues operated by it (“market making agreements”);

4(b)

have schemes, appropriate to the nature and scale of a trading venue, to ensure that a sufficient number of investment firms enter into such agreements which require them to post firm quotes at competitive prices with the result of providing liquidity to the market on a regular and predictable basis;

4(c)

monitor and enforce compliance with the market making agreements;

4(d)

inform the FCA of the content of its market making agreements; and

4(e)

provide the FCA with any information it requests which is necessary for the FCA to satisfy itself that the market making agreements comply with paragraphs (c) and (d) of this sub-paragraph and sub-paragraph 2.

4(2)

A market making agreement must specify-

4(a)

the obligations of the investment firm in relation to the provision of liquidity;

4(b)

where applicable, any obligations arising from the participation in a scheme mentioned in sub-paragraph (1)(b);

4(c)

any incentives in terms of rebates or otherwise offered by the [UK RIE] to the investment firm in order for it to provide liquidity to the market on a regular and predictable basis; and

4(d)

where applicable, any other rights accruing to the investment firm as a result of participation in the scheme referred to in sub-paragraph (1)(b).

4(3)

For the purposes of this paragraph, an investment firm pursues a market making strategy if -

4(a)

the firm is a member or participant of one or more trading venues;

4(b)

the firm’s strategy, when dealing on own account, involves posting firm, simultaneous two-way quotes of comparable size at competitive prices relating to one or more financial instruments on a single trading venue, across different trading venues; and

4(c)

the result is providing liquidity on a regular and frequent basis to the overall market.

4Paragraph 3B – Halting trading

4(1)

The [UK RIE] must be able to -

4(a)

temporarily halt or constrain trading on any trading venue operated by it if there is a significant price movement in a financial instrument on such a trading venue or a related trading venue during a short period; and

4(b)

in exceptional cases be able to cancel, vary, or correct any transaction.

4(2)

For the purposes of sub-paragraph (1), the [UK RIE] must ensure that the parameters for halting trading are appropriately calibrated in a way which takes into account -

4(a)

the liquidity of different asset classes and subclasses;

4(b)

the nature of the trading venue market model; and

4(c)

the types of users,

4to ensure the parameters are sufficient to avoid significant disruptions to the orderliness of trading.

4(3)

The [UK RIE] must report the parameters mentioned in sub-paragraph (2) and any material changes to those parameters to the FCA in a format to be specified by the FCA.

4(4)

If a trading venue operated by the [UK RIE] is material in terms of liquidity of the trading of a financial instrument and it halts trading in an EEA State in that instrument it must have systems and procedures in place to ensure that it notifies the FCA.

4[Note:MiFID RTS 12 contains requirements for when a regulated market is material in terms of liquidity in a financial instrument for purposes of trading halt notifications]

4Paragraph 3C – Direct electronic access

4Where the [UK RIE] permits direct electronic access to a trading venue it operates, it must -

4(1)

(a)

ensure that a member of, or participant in that trading venue is only permitted to provide direct electronic access to the venue if the member or participant -

4(i)

is an investment firm, as defined by Article 4.1.1 of the markets in financial instruments directive (definitions), authorised in accordance with the directive;

4(ii)

is a credit institution authrised in accordance with the capital requirements directive;

4(iii)

comes within Article 2.1(a), (e), (i), or (j) of the markets in financial instruments directive (exemptions) and has a Part 4A permission relating to investment services and activities;

4(iv)

is a third country firm providing the direct electronic access in the course of exercising rights under Article 46.1 (general provisions) or 47.3 (equivalence decision) of the markets in financial instruments regulation;

4(v)

is a third country firm and the provision of the direct electronic access by that firm is subject to the exclusion in Article 72 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or

4(vi)

is a third country firm which does not come within paragraph (iv) or (v) and is otherwise permitted to provide the direct electronic access under the Act;

4(b)

ensure that appropriate criteria are set and applied for the suitability of persons to whom direct electronic access services may be provided;

4(c)

ensure that a member of, or participant in, the trading venue retains responsibility for adherence to the requirements of the markets in financial instruments directive in respect of orders and trades executed using the direct electronic access service;

4(d)

set appropriate standards regarding risk controls and thresholds on trading through direct electronic access;

4(e)

be able to distinguish and if necessary stop orders or trading on that trading venue by a person using direct electronic access separately from -

4(i)

other orders; or

4(ii)

trading by the member or participant providing the direct electronic access; and

4(f)

have arrangements in place to suspend or terminate the provision to a client of direct electronic access to that trading venue by a member of, or participant in, the trading venue in the case of non-compliance with this paragraph.

4[Note:MiFID RTS 7 contains requirements on direct electronic access permitted through a trading venue’s systems]

4Paragraph 3D – Co-location services

4(1)

The [UK RIE’s] rules on colocation services must be transparent, fair and nondiscriminatory.

4[Note:MiFID RTS 10 contains requirements to ensure co-location services are transparent, fair and non-discriminatory]

4Paragraph 3E – Fee structures

4(1)

The [UK RIE’s] fee structure, for all fees it charges including execution fees and ancillary fees and rebates it grants, must -

4(a)

be transparent, fair and non-discriminatory;

4[Note:MiFID RTS 10 contains requirements to ensure fee structures are transparent, fair and non-discriminatory]

4(b)

not create incentives to place, modify or cancel orders, or execute transactions, in a way which contributes to disorderly trading conditions or market abuse; and

4[Note:MiFID RTS 10 contains requirements concerning prohibited fee structures]

4(c)

impose market making obligations in individual shares or suitable baskets of shares for any rebates that are granted.

4(2)

Nothing in sub-paragraph (1) prevents the [UK RIE] from -

4(a)

adjusting its fees for cancelled orders according to the length of time for which the order was maintained;

4(b)

calibrating its fees to each financial instrument to which they apply;

4(c)

imposing a higher fee -

4(i)

for placing an order which is cancelled than an order which is executed;

4(ii)

on participants placing a high ratio of cancelled orders to executed orders; or

4(iii)

on a person operating a high-frequency algorithmic trading technique,

4in order to reflect the additional burden on system capacity.

4Paragraph 3F – Algorithmic trading

4(1)

The [UK RIE] must require members of and participants in trading venues operated by it to flag orders generated by algorithmic trading in order for it to be able to identify the -

4(a)

the different algorithms used for the creation of orders; and

4(b)

the persons initiating those orders.

4Paragraph 3G – Tick size regimes

4(1)

The [UK RIE] must adopt tick size regimes in respect of trading venues operated by it in -

4(a)

shares, depositary receipts, exchange-traded funds, certificates and other similar financial instruments traded on each trading venue; and

4[Note:MiFID RTS 11 contains requirements on the tick size regime for shares, depositary receipts, exchange traded funds and certificates5]

4(b)

any financial instrument for which regulatory technical standards are adopted by the European Commission pursuant to Article 49.3 or 4 of the markets in financial instruments directive which is traded on that trading venue.

[Note:MiFID RTS 11]

4 (2)

The tick size regime must -

4(a)

be calibrated to reflect the liquidity profile of the financial instrument in different markets and the average bid-ask spread taking into account desirability of enabling reasonably stable prices without unduly constraining further narrowing of spreads; and

4(b)

adapt the tick size for each financial instrument appropriately.

4(3)

The tick size regime must comply with any regulatory technical standards adopted by the European Commission pursuant to Article 49.3 or 4 of the markets in financial instruments directive.

4[Note:MiFID RTS 11]

4Paragraph 3H – Syncronisation of business clocks

4(1)

The [UK RIE] must synchronise the business clocks it uses to record the date and time of any reportable event in accordance with regulatory technical standards adopted by the European Commission pursuant to Article 50 of the markets in financial instruments directive.

4[Note:MiFID RTS 25]
REC 2.5.1BRRP
4In paragraph 3B(3) of the Schedule to the Recognition Requirements Regulations, under which a UK RIE must report the parameters for halting trading to the FCA, such information must be provided to the FCA in writing and delivered by any one of the methods in REC 3.2.3R.
REC 2.5.3GRP
In assessing whether the systems and controls used by a UK recognised body in the performance of its relevant functions are adequate, effective4 and appropriate for the scale and nature of its business, the FCA3 may have regard to the UK recognised body's:3(1) arrangements for managing, controlling and carrying out its relevant functions, including: (a) the distribution of duties and responsibilities among the members of the management body4 and the departments of the UK recognised
REC 2.5.4GRP
REC 2.5.5G to REC 2.5.20G4 set out other matters to which the FCA3 may have regard in assessing the UK RIE’s4 systems and controls used for the transmission of information, risk management, 4the operation of settlement arrangements (the matters covered in paragraph 4(2)(d) of the Schedule to the Recognition Requirements Regulations),4 the safeguarding and administration of assets and certain other aspects of its operations4. 33
REC 2.5.4AGRP
4Where the MiFID/MiFIR Systems Regulations apply to a UK RIE, the FCA will, in assessing the UK RIE’s systems and controls, additionally have regard to the UK RIE’s satisfaction of any relevant requirements in those regulations. Of particular importance is MiFID RTS 7, which will apply where a trading venue allows or enables algorithmic trading.
REC 2.5.5GRP
In assessing a UK recognised body's systems and controls for the transmission of information, the FCA3 may also have regard to the extent to which these systems and controls ensure that information is transmitted promptly and accurately: 3(1) within the UK recognised body itself; (2) to members; and (3) (where appropriate) to other market participants or other relevant persons.
REC 2.5.8GRP
In assessing a UK RIE's systems and controls for 4the operation of settlement arrangements, the FCA3 may have regard to the totality of the arrangements and processes through which the UK RIE's transactions are4 cleared4 and settled, including:3333(1) (in relation to non-derivatives transactions)4 a UK RIE’s arrangements with another person4 under which any rights or liabilities arising from transactions are discharged including arrangements3 for transmission to a settlement
REC 2.5.8AGRP
4Where the requirements of MiFID RTS 7 in respect of effecting and monitoring transactions do not apply to a UK RIE, the FCA may, in addition, assess the UK RIE’s systems and controls for the effecting and monitoring of transactions. In doing so, it will have regard to the UK RIE’s arrangements under which orders are received and matched, and its arrangements for trade and transaction reporting.
REC 2.5.9GRP
In assessing a UK recognised body's systems and controls for the safeguarding and administration of assets belonging to users of its facilities, the FCA3 may have regard to the totality of the arrangements and processes by which the UK recognised body: 3(1) records the assets held and the identity of the owners of (and other persons with relevant rights over) those assets; (2) records any instructions given in relation to those assets;(3) records the carrying out of those instructions;(4)
REC 2.5.11GRP
The FCA3 recognises that a UK RIE3 has legitimate interests of its own and that its general business policy may properly be influenced by other persons (such as its owners). Such a connection does not necessarily imply the existence of a conflict of interest nor is it necessary to exclude individuals closely connected with other persons (for example, those responsible for the stewardship of the owner's interests) from all decision-making processes in a UK recognised body. However,
REC 2.5.12GRP
REC 2.5.13 G to REC 2.5.16 G set out the factors to which the FCA3 may have regard in assessing a UK recognised body's systems and controls for managing conflicts of interest.3
REC 2.5.13GRP
The FCA3 may have regard to the arrangements a UK recognised body makes to structure itself and to allocate responsibility for decisions so that it can continue to take proper regulatory decisions notwithstanding any conflicts of interest, including:3(1) the size and composition of the management body4 and relevant committees; (2) the roles and responsibilities of members of the management body4, especially where they also have responsibilities in other organisations; (3) the
REC 2.5.14GRP
The FCA3 may also have regard to the systems and controls intended to ensure that confidential information is only used for proper purposes. Where relevant, recognised bodies will have to comply with section 348 (Restrictions on disclosure of confidential information by the FCA3 etc.) and regulations made under section 349 (Exemptions from section 348) of the Act.33
REC 2.5.15GRP
The FCA3 may also have regard to the contracts of employment, staff rules, letters of appointment for members of the management body4, members of relevant committees and other guidance given to individuals on handling conflicts of interest. Guidance to individuals may need to cover:34(1) the need for prompt disclosure of a conflict of interest to enable others, who are not affected by the conflict, to assist in deciding how it should be managed;(2) the circumstances in which a
REC 2.5.16GRP
The FCA3 may also have regard to the arrangements made:3(1) for enforcing rules or other provisions applicable to staff and other persons involved in regulatory decisions; and(2) to keep records of disclosures of conflicts of interest and the steps taken to handle them.
REC 2.5.17GRP
A UK recognised body's arrangements for internal and external audit will be an important part of its systems and controls. In assessing the adequacy of these arrangements, the FCA3 may have regard to: 3(1) the size, composition and terms of reference of any audit committee of the UK recognised body'sgoverning body;(2) the frequency and scope of external audit; (3) the provision and scope of internal audit; (4) the staffing and resources of the UK recognised body's internal audit
REC 2.5.18GRP
Where MiFID RTS 7 applies to the UK RIE4, the FCA may, in assessing the adequacy of the UK recognised body’s information technology systems,4 have regard to:33(1) the organisation, management and resources of the information technology department within the UK recognised body;(2) the arrangements for 4documenting the design, development, implementation and use of information technology systems; and(3) the arrangements for maintaining, recording and enforcing technical and operational
REC 2.5.20GRP
The FCA3 may have regard to the arrangements made to keep clear and complete audit trails of all uses of information technology systems and to reconcile (where appropriate) the audit trails with equivalent information held by system users and other interested parties.3
IFPRU 6.3.2GRP
This section describes some of the standards that the FCA expects to be met for it to consider that a firm is compliant with the requirements in IFPRU 6.3.1 G.
IFPRU 6.3.6GRP
Data may be deemed insufficient if, for example, it contains missing data points, or data points which contain stale data. With regard to less liquid risk factors or positions, the FCA expects the firm to make a conservative assessment of those risks, using a combination of prudent valuation techniques and alternative VaR estimation techniques to ensure there is a sufficient cushion against risk over the close-out period, which takes account of the illiquidity of the risk factor
IFPRU 6.3.8GRP
(1) In determining whether it is appropriate for a firm to use empirical correlations within risk categories and across risk categories within a model, the FCA expects certain features to be observed in assessing whether such an approach is sound and implemented with integrity. In general, the FCA expects a firm to determine the aggregate VaR measure by adding the relevant VaR measure for each category, unless the firm's permission provides for a different method of aggregating
IFPRU 6.3.14GRP
Any overshooting initially counts for the purpose of the calculation of the plus factor, even if subsequently the FCA agrees to exclude it. Thus, where the firm experiences an overshooting and already has four or more overshootings for the previous 250 business days, changes to the multiplication factor arising from changes to the plus factor become effective at day n+3.
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 6.3.17GRP
In accordance with article 363(3) of the EU CRR (Permission to use internal models), the FCA expects a firm to provide and discuss with us details of any significant planned changes to the VaR model before those changes are implemented. These details must include detailed information about the nature of the change, including an estimate of the impact on VaR numbers and the incremental risk charge.
IFPRU 6.3.18GRP
The use of overlapping intervals of 10-day holding periods for article 365 of the EU CRR (VaR and stressed VaR calculation) introduces an autocorrelation into the data that would not exist should truly independent 10-day periods be used. This may give rise to an under-estimation of the volatility and the VaR at the 99% confidence level. To obtain clarity on the materiality of the bias, a firm should measure the bias arising from the use of overlapping intervals for 10-day VaR
IFPRU 6.3.19GRP
Article 365 of the EU CRR requires a firm that uses an internal model for calculating its own funds requirement to calculate, at least weekly, a stressed VaR (sVaR) of their current portfolio. When the FCA considers a firm's application to use a sVaR internal model it would expect the features in IFPRU 6.3.20 G to IFPRU 6.3.24 G to be present prior to permission being granted, as indicative that the conditions for granting permission have been met.
IFPRU 6.3.20GRP
The firm should calculate the sVaR measure to be greater than or equal to the average of the 2nd and 3rd worst loss in a 12-month time series comprising of 250 observations. The FCA expects, as a minimum, that a corresponding linear weighting scheme should be applied if the firm uses a larger number of observations.
IFPRU 6.3.22GRP
The firm should consider whether the use of antithetic data in the calculation of the sVaR measure is appropriate to the firm's portfolio. A justification for using or not using antithetic data should be provided to the FCA.
IFPRU 6.3.25GRP
Article 372 of the EU CRR (Requirement to have an internal IRC model) requires a firm that use an internal model for calculating own funds requirements for specific risk of traded debt instruments to also have an internal incremental default and migration risk (IRC) model in place to capture the default and migration risk of its trading book positions that are incremental to the risks captured by its VaR model. When the FCA considers a firm's application to use an IRC internal
IFPRU 6.3.26GRP
The FCA expects the IRC model to capitalise pre-default basis risk. In this respect, the model should reflect that in periods of stress the basis could widen substantially. The firm should disclose to the FCA its material basis risks that are incremental to those already captured in existing market risk capital measures (VaR-based and others). This must take actual close-out periods during periods of illiquidity into account.
IFPRU 6.3.28GRP
To achieve a soundness standard comparable to those under the IRB approach, LGD estimates should reflect the economic cycle. Therefore, the FCA expects a firm to incorporate dependence of the recovery rate on the economic cycle into the IRC model. Should the firm use a conservative parameterisation to comply with the IRB standard of the use of downturn estimates, evidence of this should be submitted in quarterly reporting to the FCA, bearing in mind that for trading portfolios,
SYSC 4.8.6RRP
(1) A firm must allocate each of the FCA-prescribed senior management responsibilities in rows (1) to (7) in the table in SYSC 4.8.9R to one or more SMF managers of the branch.(2) If the FCA-prescribed senior management responsibility in row (8) of the table in SYSC 4.8.9R (functions in relation to CASS) applies to a firm, the firm must allocate that FCA-prescribed senior management responsibility to one or more SMF managers of the branch.(3) A firm may not allocate an FCA-prescribed
SYSC 4.8.8GRP
The FCA-prescribed senior management responsibilities relate to the activities of the third-country relevant authorised person’sbranch in the United Kingdom.
SYSC 4.8.9RRP

Table: FCA-prescribed senior management responsibilities for third-country relevant authorised persons.

FCA-prescribed senior management responsibility in relation to the branch

Explanation

Equivalent PRA-prescribed UK branch senior management responsibility

(1) Responsibility for the firm’s performance of its obligations under the senior management regime

The senior management regime means the requirements of the regulatory system applying to relevant authorised persons insofar as they relate to SMF managers performing designated senior management functions, including SUP 10C (FCA senior management regime for approved persons in relevant authorised persons).

This responsibility includes:

(1) compliance with conditions and time limits on approval;

(2) compliance with the requirements about the statements of responsibilities (but not the allocation of responsibilities recorded in them);3

(3) compliance by the firm with its obligations under section 60A of the Act (Vetting of candidates by relevant authorised persons); and3

3(4) compliance by the firm with the requirements in SYSC 22 (Regulatory references) so far as they relate to the senior management regime, including the giving of references to another firm about an SMF manager or former SMF manager.

PRA-prescribed UK branch senior management responsibility 6.2(1)

(2) Responsibility for the firm’s performance of its obligations under the employee certification regime

The employee certification regime means the requirements of sections 63E and 63F of the Act (Certification of employees) and all other requirements of the regulatory system about the matters dealt with in those sections, including:3

3(1) SYSC 5.2 (Certification Regime);

3(2) the requirements in SYSC 22 (Regulatory references) so far as they relate to the employee certification regime, including the giving of references to another firm about a certification employee or former certification employee; and

3(3) the corresponding PRA requirements.

PRA-prescribed UK branch senior management responsibility 6.2(2)

(3) Responsibility for compliance with the requirements of the regulatory system about the management responsibilities map

This responsibility does not include allocating responsibilities recorded in it.

PRA-prescribed UK branch senior management responsibility 6.2(3)

(4) Responsibility for management of the firm’s risk management processes in the UK

PRA-prescribed UK branch senior management responsibility 6.2(4)

(5) Responsibility for the firm’s compliance with the UKregulatory system applicable to the firm

PRA-prescribed UK branch senior management responsibility 6.2(5)

(6) Responsibility for the escalation of correspondence from the PRA, FCA and other regulators4 in respect of the firm to the governing body and/or the management body of the firm or, where appropriate, of the parent undertaking or holding company of the firm’sgroup

This includes taking steps to ensure that the senior management of the firm and, where applicable, the group, are made aware of any views expressed by the regulatory bodies and any steps taken by them in relation to the branch, firm or group.

PRA-prescribed UK branch senior management responsibility 6.2(6)

(7) Local responsibility for the firm’s policies and procedures for countering the risk that the firm might be used to further financial crime

(A) This includes the function in SYSC 6.3.8R (a firm must allocate overall responsibility to a director or senior manager within the firm for the establishment and maintenance of effective anti-money laundering systems and controls), if that rule applies to the firm.

(B) The firm may allocate this FCA-prescribed senior management responsibility to the MLRO but does not have to.

(C) If the firm does not allocate this FCA-prescribed senior management responsibility to the MLRO, this FCA-prescribed senior management responsibility includes responsibility for supervision of the MLRO.

(D) Local responsibility is defined in SYSC 4.8.10R (Local responsibility for a branch’s activities, business areas and management functions).

None

(8) Local responsibility for the firm’s compliance with CASS

(A) This responsibility only applies to a firm to which CASS applies.

(B) A firm may include in this FCA-prescribed senior management responsibility whichever of the following functions apply to the firm:

(1) CASS 1A.3.1R (certain CASS compliance functions for a CASS small firm);

(2) CASS 1A.3.1AR (certain CASS compliance functions for a CASS medium firm or a CASS large firm);

(3) CASS 11.3.1R (certain CASS compliance functions for certain CASS small debt management firms); or

(4) CASS 11.3.4R (certain CASS compliance functions for a CASS large debt management firm); but it does not have to.

(C) If the firm does not include the functions in (B) in this FCA-prescribed senior management responsibility, this FCA-prescribed senior management responsibility includes responsibility for supervision of the person performing the functions in (B) that apply to the firm.

(D) Local responsibility is defined in SYSC 4.8.10R (Local responsibility for a branch’s activities, business areas and management functions).

None
SYSC 4.8.10RRP
(1) A firm must ensure that, at all times, one or more of its SMF managers has overall responsibility (subject to the branch’sgoverning body) for each of the activities, business areas and management functions of the branch that are under the management of the branch’sgoverning body.(2) A firm must ensure that, at all times, one or more of its SMF managers has responsibility for each of the activities, business areas and management functions of the branch not covered by (1).(3)
SYSC 4.8.11GRP
(1) The purpose of SYSC 4.8.10R is to avoid gaps. It is to ensure that an SMF manager has responsibility for every part of a branch’s activities, business areas and management functions not otherwise covered by other parts of this section or by the equivalent PRA requirements.(2) SYSC 4.8.10R(1) refers to the activities, business areas and management functions of the branch that are under the management of the branch’sgoverning body. However, the FCA recognises that for some branches,
SYSC 4.8.17GRP
In general, the FCA expects that a person to whom overall responsibility for a function is allocated under SYSC 4.8.10R(1) will be the most senior employee or officer responsible for managing or supervising that function under the management of the branch’sgoverning body.
SYSC 4.8.21GRP
The FCA expects a firm to allocate all the functions in SYSC 4.8.6R (FCA-prescribed senior management responsibilities) and SYSC 4.8.10R (Local responsibility for each of the activities, business areas and management functions of the branch) to an individual and not to a legal person.
SYSC 4.8.22GRP
(1) The FCA would not consider it unusual if a person who has local responsibility for a particular function was not a member of the branch’sgoverning body or equivalent. (2) For example, in some branches, the head of compliance may report directly to the branch’sgoverning body even though the head of compliance is not a member of the governing body.
SYSC 4.8.23GRP
The FCA expects that anyone who has local responsibility for a matter:(1) will be sufficiently senior and credible; and(2) will have sufficient resources and authority;to be able to exercise their management and oversight responsibilities effectively.
SYSC 4.8.24GRP
SYSC 4.8.23G also applies to someone who has responsibility for an FCA-prescribed senior management responsibility.
SYSC 4.8.25GRP
(1) The FCA expects that a firm appointing someone to have local responsibility for a function under SYSC 4.8.10R(2) (responsibility for a branch’s activities, business areas and management functions not under the management of a branch’sgoverning body) will appoint the most senior employee or officer of the firm with responsibility for that activity, business area or management function.(2) However, as explained in SYSC 4.8.27G (Setting overall strategy for a branch), the firm
SYSC 4.8.27GRP
(1) Generally, where a firm allocates responsibility under SYSC 4.8.10R to one of the firm’sSMF managers who is not based in the branch the FCA would expect:(a) that the responsibility would not be allocated to a manager whose responsibilities for the branch are limited to setting overall strategy for the branch; and(b) that, instead, the firm would allocate it to a manager who is the most senior person responsible for implementing the strategy for the branch.(2) See SUP 10C.1.5AG
SYSC 4.8.28GRP
(1) It will be common for a small non-complex branch to divide local responsibility for its activities under the management of the branch’sgoverning body between members of the branchgoverning body or equivalent and not to assign responsibility for any activity to someone who is not a member.(2) However, when deciding how to divide up responsibility for the activities of a branch, a firm should avoid assigning such a wide range of responsibilities to a single individual that
SYSC 4.8.32GRP
(1) A third-country relevant authorised person should allocate responsibility to its SMF managers for every area of the activities of its branch.(2) This is required by a mixture of: (a) SYSC 4.8.6R (FCA-prescribed senior management responsibility);(b) SYSC 4.8.10R (Local responsibility for a firm’s activities, business areas and management functions);(c) the requirements for FCA-designated senior management functions; and(d) the corresponding PRA requirements.
EG 19.36.1RP
1The Packaged Retail and Insurance-based Investment Products Regulations implement the PRIIPs Regulation. The FCA has investigative and enforcement powers in relation to both criminal and civil breaches of the Packaged Retail and Insurance-based Investment Products Regulations, PRIIPs Regulation and any directly applicable EU regulation made under the PRIIPs Regulation. The PRIIPs Regulation imposes requirements on both authorised and unauthorised persons who manufacture, advise
EG 19.36.2RP
1The FCA’s approach to enforcing the Packaged Retail and Insurance-based Investment Products Regulations, whether the person is authorised or not, will mirror our general approach to enforcing the Act, as set out in EG 2. We will seek to exercise our enforcement powers in a manner that is transparent, proportionate, responsive to the issue, and consistent with our publicly stated policies. We will also seek to ensure fair treatment when exercising our enforcement powers. Finally,
EG 19.36.3RP
1The regulatory powers which the Packaged Retail and Insurance-based Investment Products Regulations provide to the FCA include:(1) the power to appoint investigators and require information;(2) powers of entry and inspection;(3) the power of public censure;(4) the power to impose financial penalties;(5) the power to impose a limitation, restriction or requirement; (6) the power to apply for an injunction or restitution order;(7) the power to require restitution; and(8) the power
EG 19.36.5RP
1The Packaged Retail and Insurance-based Investment Products Regulations, for the most part, mirror the FCA’s investigative, sanctioning and regulatory powers under the Act. The FCA has decided to adopt procedures and policies in relation to the use of those powers akin to those it has under the Act. Key features of the FCA’s approach are described below.
EG 19.36.7RP
1For example, the FCA will notify the subject of the investigation that we have appointed investigators to carry out an investigation under the Packaged Retail and Insurance-based Investment Products Regulations and the reasons for the appointment, unless notification is likely to prejudice the investigation or otherwise result in it being frustrated. The FCA expects to carry out a scoping visit early on in the enforcement process in most cases. The FCA’s policy in civil investigations
EG 19.36.9RP
1The Packaged Retail and Insurance-based Investment Products Regulations do not require the FCA to have published procedures for commencing criminal prosecutions. However, in these situations the FCA expects that it will normally follow its decision-making procedures for the equivalent decisions under the Act, as set out in EG 12.
EG 19.36.10RP
1The Packaged Retail and Insurance-based Investment Products Regulations do not require the FCA to have published procedures to apply to the court for an injunction or restitution order. However, the FCA will normally follow its decision-making procedure for the equivalent decisions under the Act, as set out in EG 10 and EG 11.
EG 19.36.11RP
1The Packaged Retail and Insurance-based Investment Products Regulations require the FCA to give third party rights as set out in section 393 of the Act and to give access to certain material as set out in section 394 of the Act.
EG 19.36.12RP
1Certain FCA decisions (for example making an order prohibiting a person from marketing a PRIIP; making an order requiring a person to suspend the marketing of a PRIIP) may be referred to the Tribunal by an aggrieved party.
EG 19.36.13RP
1When determining whether to take action to impose a penalty or to issue a public censure under the Packaged Retail and Insurance-based Investment Products Regulations the FCA will have regard to the relevant factors in DEPP 6.2 and DEPP 6.4. The FCA’s policy in relation to determining the level of financial penalty includes having regard, where relevant, to DEPP 6.5 to DEPP 6.5D.
EG 19.36.14RP
1As with cases under the Act, the FCA may settle or mediate appropriate cases involving civil breaches of the Packaged Retail and Insurance-based Investment Products Regulations to assist it exercise its functions under the Packaged Retail and Insurance-based Investment Products Regulations in the most efficient and economic way. [Note: See DEPP 5, DEPP 6.7 and EG 5 for further information on the settlement process and the settlement discount scheme.]
EG 19.36.15RP
1The FCA will apply the approach to publicity that is outlined in EG 6.
EG 19.36.16RP
1The Packaged Retail and Insurance-based Investment Products Regulations apply section 169 of the Act which requires the FCA to publish a statement of policy on the conduct of certain interviews in response to requests from overseas regulators. For the purposes of the Packaged Retail and Insurance-based Investment Products Regulations the FCA will follow the procedures described in DEPP 7.
DEPP 1.2.1GRP
Section 395 of the Act (The FCA's and PRA's procedures) requires the FCA2 to publish a statement of its procedure for the giving of statutory notices. The procedure must be designed to secure, among other things, that the decision which gives rise to the obligation to give a statutory notice is taken by a person not directly involved in establishing the evidence on which that decision is based or by two or more persons who include a person not directly involved in establishing
DEPP 1.2.2GRP

Table: Summary of statutory and related notices

Notice

Description

Act reference

Further information

Warning notice

Gives the recipient details about action that the FCA2 proposes to take and about the right to make representations.

2

Section 387

DEPP 2.2

Decision notice

Gives the recipient details about action that the FCA2 has decided to take. The FCA2 may also give a further decision notice if the recipient of the original decision notice consents.

22

Section 388

DEPP 2.3

Notice of discontinuance

Identifies proceedings set out in a warning notice or decision notice and which are not being taken or are being discontinued.

Section 389

DEPP 1.2.4 G and DEPP 3.2.26 G

Final notice

Sets out the terms of the action that the FCA2 is taking.

2

Section 390

DEPP 1.2.4 G

Supervisory notice

Gives the recipient details about action that the FCA2 has taken or proposes to take, for example to vary a Part 4A permission.2

22

Section 395(13)

DEPP 2.2 and DEPP 2.3
DEPP 1.2.4AGRP
2Section 395 of the Act also requires the FCA to publish a statement of its procedure for decisions which give3 rise to an obligation for the PRA to include a statement under section 387(1A) in a warning notice or a statement under section 388(1A) in a decision notice as follows:(1) Section 387(1A) provides that where the FCA proposes to refuse consent for the purposes of section 55F, 55I or 59 of the Act, or to give conditional consent as mentioned in section 55F(5), 55I(8) or
DEPP 1.2.4BGRP
2Where an application for Part 4A permission is made to the PRA as the appropriate regulator (section 55A(2)(a) of the Act), the PRA may only give permission with the consent of the FCA (section 55F of the Act). FCA consent can be conditional on the PRA imposing limitations or specifying the permission is for certain regulated activities only.
DEPP 1.2.4CGRP
2Where an application to vary a Part 4A permission is made to the PRA as the appropriate regulator (section 55A(2)(a) of the Act), the PRA may only give permission with the consent of the FCA (section 55I of the Act). The FCA may withhold its consent to a proposed variation if it appears to it that it is desirable to do so in order to advance one or more of its operational objectives. FCA consent can be conditional on the PRA imposing limitations, or the PRA specifying the permission
DEPP 1.2.4DGRP
2Where an application to perform a controlled function is made to the PRA as the appropriate regulator, the PRA can only approve a person to perform a controlled function with the consent of the FCA (section 59(4)(b) of the Act). Where the application is a relevant senior management application, the FCA’s consent can be conditional on the PRA imposing conditions, or the PRA giving approval only for a limited period.3
DEPP 1.2.5GRP
Decisions on whether to give a statutory notice will be taken by a 'decision maker'. The FCA's2 assessment of who is the appropriate decision maker is subject to the requirements of section 395 of the Act and will depend upon the nature of the decision, including its complexity, importance and urgency. References to the 'decision maker' in DEPP are to:2(1) the Regulatory Decisions Committee (RDC); or(2) FCA2 staff under executive procedures; or2(3) FCA2 staff under the settlement
DEPP 1.2.6GRP
The decision maker will also take decisions associated with a statutory notice (a 'statutory notice associated decision'). Statutory notice associated decisions include decisions:(1) to set or extend the period for making representations;(2) on whether the FCA2 is required to give a copy of the statutory notice to any third party and, if so, the period for the third party to make representations; and2(3) on whether to refuse access to FCA2 material, relevant to the relevant statutory
DEPP 1.2.7GRP
In each case, the decision maker will make decisions by applying the relevant statutory tests, having regard to the context and nature of the matter, that is, the relevant facts, law, and FCA2 priorities and policies (including on matters of legal interpretation).2
DEPP 1.2.8GRP
The FCA2 will make and retain appropriate records of those decisions, including records of meetings and the representations (if any) and materials considered by the decision makers.2
DEPP 1.2.9GRP
DEPP 2 to DEPP 5 set out:(1) which decisions require the giving of statutory notices and who takes them (DEPP 2);(2) the nature and procedures of the RDC (DEPP 3);(3) the procedure for decision making by FCA2 staff under executive procedures (DEPP 4);2(4) the procedure for decision making by FCA2 staff under the settlement decision procedure (DEPP 5).2
SUP 2.3.1GRP
The FCA4 uses various methods of information gathering on its own initiative which require the cooperation of firms:55(1) Visits may be made by representatives or appointees of the FCA4. These visits may be made on a regular basis, on a sample basis, for special purposes such as theme visits (looking at a particular issue across a range of firms), or when the FCA4 has a particular reason for visiting a firm. Appointees of the FCA4 may include persons who are not FCA4 staff, but
SUP 2.3.2GRP
The FCA4 expects to request meetings or access to business premises during reasonable business hours. The FCA4 also normally expects to be able to give reasonable notice to a firm or connected person when it seeks information, documents, meetings or access to business premises. On rare occasions, however, the FCA4 may seek access to premises without notice. The prospect of unannounced visits is intended to encourage firms to comply with the requirements and standards under
SUP 2.3.3GRP
In complying with Principle 11, the FCA4 considers that a firm should, in relation to the discharge by the FCA4 of its functions under the Act:(1) make itself readily available for meetings with representatives or appointees of the FCA4 as reasonably requested;(2) give representatives or appointees of the FCA4 reasonable access to any records, files, tapes or computer systems, which are within the firm's possession or control, and provide any facilities which the representatives
SUP 2.3.4GRP
In complying with Principle 11, the FCA4 considers that a firm should take reasonable steps to ensure that the following persons act in the manner set out in SUP 2.3.3 G: (1) its employees, agents and appointed representatives; and(2) any other members of its group, and their employees and agents.(See also, in respect of appointed representatives, SUP 12.5.3 G (2)).
SUP 2.3.5RRP
(1) A firm must permit representatives of the FCA4 or persons appointed for the purpose by the FCA4 to have access, with or without notice, during reasonable business hours to any of its business premises in relation to the discharge of the FCA's4 functions under the Act or its obligations under the short selling regulation3.(2) A firm must take reasonable steps to ensure that its agents, suppliers under material outsourcing arrangements and appointed representatives permit
SUP 2.3.6GRP
The FCA4 normally expects to give reasonable notice of a visit (See SUP 2.3.2 G).
SUP 2.3.7RRP
A firm must take reasonable steps to ensure that each of its suppliers under material outsourcing arrangements deals in an open and cooperative way with the FCA4 in the discharge of its functions under the Act in relation to the firm.
SUP 2.3.8GRP
The cooperation that a firm is expected to procure from such suppliers is similar to that expected of the firm, in the light of the guidance in SUP 2.3.3 G to SUP 2.3.4 G, but does not extend to matters outside the scope of the FCA's4 functions in relation to the firm. SUP 2.3.5 R (2) also requires a firm to take reasonable steps regarding access to the premises of such suppliers.
SUP 2.3.9GRP
When a firm appoints or renews the appointment of a supplier under a material outsourcing arrangement, it should satisfy itself that the terms of its contract with the supplier require the supplier to give the FCA4 access to its premises as described in SUP 2.3.5 R (2), and to cooperate with the FCA4 as described in SUP 2.3.7 R. The FCA4 does not consider that the 'reasonable steps' in SUP 2.3.7 R would require a firm to seek to change a contract, already in place either7 when
SUP 2.3.10GRP
The FCA4 will normally seek information from the firm in the first instance, but reserves the right to seek it from a supplier under a material outsourcing arrangement if the FCA4 considers it appropriate.
SUP 2.3.11GRP
The FCA4 may ask a firm to provide it with information at the request of or on behalf of other regulators to enable them to discharge their functions properly. Those regulators may include overseas regulators or the Takeover Panel. The FCA4 may also, without notifying a firm, pass on to those regulators information which it already has in its possession. The FCA's4 disclosure of information to other regulators is subject to the obligation described in SUP 2.2.4 G (Confidentiality
SUP 2.3.12AGRP
7In complying with Principle 11, the FCA considers that a firm should cooperate with it in providing information for other regulators. Sections 169 (Investigations etc. in support of overseas regulator) of the Act gives the FCA certain statutory powers to obtain information and appoint investigators for overseas regulators if required (see DEPP 7 and EG 3).
SUP 10A.14.1GRP
An FCA-approved person's job may change from time to time as a result, for instance, of a change in personal job responsibilities or a firm'sregulated activities. Where the changes will involve the person performing one or more FCA controlled functions different from those for which approval has already been granted, then an application must be made to the FCA for approval for the person to perform those FCA controlled functions. The firm must take reasonable care to ensure that
SUP 10A.14.2GRP
If an FCA-approved person or a PRA-approved person is ceasing to perform FCA controlled functions or PRA controlled function, as well as applying for approval in respect of FCA controlled functions, SUP 10A.14.4 D generally applies. Further details can be found in SUP 10A Annex 2.
SUP 10A.14.6GRP
If it is proposed that an FCA-approved person will no longer be performing an FCA controlled function under an arrangement entered into by one firm or one of its contractors, but will be performing the same or a different FCA controlled function under an arrangement entered into by a new firm or one of its contractors (whether or not the new firm is in the same group as the old firm), the new firm will be required to make a fresh application for the performance of the FCA controlled
SUP 10A.14.7GRP
In certain circumstances, when the FCA already has the information it would usually require, a shortened version of the relevant Form A may be completed. See the notes relevant to each form for full details.
SUP 10A.14.8RRP
(1) A firm must submit to the FCA a completed Form C, in the form set out in SUP 10A Annex 6R, no later than ten4 business days after an FCA-approved person ceases to perform an FCA controlled function.2(2) If:2(a) the firm is also making an application for approval for that approved person to perform a controlled function within the same firm or group; and2(b) ceasing to perform the FCA controlled function in (1) has triggered a requirement to make that application for approval:2(i)
SUP 10A.14.10RRP
(1) A firm must notify the FCA as soon as practicable after it becomes aware, or has information which reasonably suggests, that it will submit a qualified Form C in respect of an FCA-approved person.(2) Form C is qualified if the information it contains:(a) relates to the fact that the firm has dismissed, or suspended, the FCA-approved person from its employment; or(b) relates to the resignation by the FCA-approved person while under investigation by the firm, the FCA or any
SUP 10A.14.11GRP
Notification under SUP 10A.14.10 R may be made by telephone, email or fax and should be made, where possible, within one business day of the firm becoming aware of the information. If the firm does not submit Form C, it should inform the FCA in due course of the reason. This could be done using Form D, if appropriate.
SUP 10A.14.12GRP
A firm is responsible for notifying the FCA if any FCA-approved person has ceased to perform an FCA controlled function under an arrangement entered into by its appointed representative or former appointed representative.
SUP 10A.14.13GRP
A firm can submit Form C or Form E and the MiFID Article 4 APER Information Form4 to the FCA in advance of the cessation date. When a person ceases the arrangement under which they perform4 an FCA controlled function, they4 will automatically cease to be an FCA-approved person in relation to that FCA controlled function. A person can only be an FCA-approved person in relation to a specific FCA controlled function. Therefore, a person is not an FCA-approved person during any period
SUP 10A.14.15RRP
If an FCA-approved person's title, name or national insurance number changes, the firm for which the person performs an FCA controlled function must notify the FCA on Form D, in the form set out in SUP 10A Annex 7R, of that change within seven business days of the firm becoming aware of the matter.
SUP 10A.14.16GRP
The duty to notify in SUP 10A.14.15 R does not apply to changes to an FCA-approved person's private address.
SUP 10A.14.17RRP
If a firm becomes aware of information which would reasonably be material to the assessment of an FCA-approved person's, or a FCA candidate's, fitness and propriety (see FIT), it must inform the FCA on Form D, or (if it is more practical to do so and with the prior agreement of the FCA) by e-mail or fax, as soon as practicable.
SUP 10A.14.19GRP
Failing to disclose relevant information to the FCA may be a criminal offence under section 398 of the Act.
SUP 10A.14.21GRP
(1) If, in relation to a firm which has completed the relevant Form A (SUP 10A Annex 4D), any of the details relating to arrangements and FCA controlled functions are to change, the firm must notify the FCA on Form D (SUP 10A Annex 7R). (2) The notification under (1) must be made as soon as reasonably practicable after the firm becomes aware of the proposed change.(3) This also applies in relation to an FCA controlled function for which an application was made using Form E.(4)
SUP 10A.14.23GRP
An example of where a firm should use Form D is when an individual who is appointed by one appointed representative becomes employed by another appointed representative but continues to perform the customer function for the firm. The firm should notify the FCA by completing Section 1.07 of Form D.
DTR 8.5.1RRP
A primary information provider must submit to the FCA an annual report prepared by a reporting accountant qualified to act as auditor which states that the primary information provider has satisfied its continuing obligations in DTR 8.4 in the preceding 12 months.
DTR 8.5.3RRP
The annual report must be sent to the FCA within 3 months of the anniversary of the date of the primary information provider's approval as a primary information provider.
DTR 8.5.4RRP
(1) The FCA may require a primary information provider to provide specified information or specified documents to the FCA.(2) The primary information provider must as soon as practicable provide to the FCA any information or documents it has been required to provide under (1).(3) This rule applies only to information or documents reasonably required by the FCA in connection with the performance of its functions in relation to a primary information provider.
DTR 8.5.5GRP
The FCA may impose restrictions or limitations on the services a primary information provider can provide at any time following the grant of a primary information provider's approval.
DTR 8.5.6GRP
Situations when the FCA may impose restrictions or limitations on the services a primary information provider can provide include (but are not limited to) where it appears to the FCA that:(1) the primary information provider's ability to satisfy its obligations in DTR 8.4 would be likely to be compromised; or(2) the primary information provider is proposing to make changes to its systems and controls or operations which would be likely to prevent it from satisfying any of its
DTR 8.5.7GRP
The decision-making procedures that the FCA will follow when it uses its disciplinary powers in relation to a primary information provider are set out in DEPP.
DTR 8.5.8RRP
A request by a primary information provider for its approval as a primary information provider to be suspended must be in writing and must include:(1) the primary information provider's name;(2) a clear explanation of the background and reasons for the request;(3) the date on which the primary information provider requests the suspension to take effect; and(4) the name and contact details of the person at the primary information provider with whom the FCA should liaise in relation
DTR 8.5.10RRP
A request by a primary information provider for its approval as a primary information provider to be cancelled must be in writing and must include:(1) the primary information provider's name; (2) a clear explanation of the background and reasons for the request;(3) the date on which the primary information provider requests the cancellation to take effect; and(4) the name and contact details of the person at the primary information provider with whom the FCA should liaise in relation
DTR 8.5.12GRP
The FCA may impose restrictions or limitations on the services a primary information provider can provide or suspend a primary information provider's approval if the FCA considers it desirable to do so in order to advance one or more of its operational objectives.[Note: A statutory notice may be required under section 89V of the Act. Where this is the case, the procedure for giving a statutory notice is set out in DEPP.]