Related provisions for SUP 10C.3.15

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SUP 4.3.8GRP
The FCA9 is concerned to ensure that every actuary appointed by a firm under PRA rules made under section 340 of the Act or for the purposes of PRA Rulebook: Solvency II firms: Conditions Governing Business, 6,9 has the necessary skill and experience to provide the firm with appropriate actuarial advice from a conduct perspective9. SUP 4.3.9 R to SUP 4.3.10 G set out the FCA’s9 rules and guidance aimed at achieving this.11
SUP 4.3.9RRP
Before a firm applies for approval of the person it proposes to appoint as an actuary under PRA rules made under section 340 of the Act, or for the purposes of PRA Rulebook: Solvency II firms: Conditions Governing Business, 69, it must take reasonable steps to ensure that the actuary:11(1) has the required skill and experience to perform his functions under the regulatory system; and(2) is a Fellow of the Institute of Actuaries or of the Faculty of Actuaries.
SUP 4.3.10GRP
To comply with SUP 4.3.9 R and Principle 3, before an actuary1 takes up his appointment the firm should ensure that the actuary: 1(1) has skills and experience appropriate to the nature, scale and complexity of the firm's business and the requirements and standards under the regulatory system to which it is subject; and(2) has adequate qualifications and experience, which includes holding an appropriate practising certificate1 under the rules of the Institute of Actuaries or the
SUP 4.3.11RRP
A firm must not appoint under PRA rules made under section 340 of the Act or for the purposes of9 rule 6.1 of the PRA9 Rulebook: Solvency II firms: Conditions Governing Business,9 an actuary who is disqualified by the FCA10 under section 345 of the Act (Disciplinary measures: FCA) or the PRA under section 345A of the Act (Disciplinary measures: PRA10) from acting as an actuary either for that firm or for a relevant class of firm. 1181010
SUP 4.3.13RRP
An actuary appointed to perform the actuarial function must, in respect of those classes of the firm's long-term insurance business which are covered by his appointment1:1(1) advise the firm's management, at the level of seniority that is reasonably appropriate, on1 the risks the firm runs in1 so far as they may have a material impact on the firm's ability to meet liabilities to policyholders in respect of long-term insurance contracts as they fall due and on the capital needed
SUP 4.3.14GRP
The PRA Rulebook requires9firms to which this section applies to cause an investigation to be made at least yearly by the actuary or actuaries appointed to perform the actuarial function, and to report on the result of that investigation. The firm is responsible for the methods and assumptions used to determine the liabilities attributable to its long-term insurance business. The obligation on friendly societies to obtain a report from the 'appropriate actuary' under section 87
SUP 4.3.15GRP
SUP 4.3.13 R is not intended to be exhaustive of the professional advice that a firm should take whether from an actuary appointed under this chapter or from any other actuary acting for the firm. Firms should consider what systems and controls are needed to ensure that they obtain appropriate professional advice on financial and risk analysis; for example:11(1) risk identification, quantification and monitoring;1(2) stress and scenario testing;1(3) ongoing financial conditions;1(4)
SUP 4.3.16ARRP
1An actuary appointed to perform the with-profits actuary function must:(1) advise the firm's management, at the level of seniority that is reasonably appropriate, on key aspects of the discretion to be exercised affecting those classes of the with-profits business of the firm in respect of which he has been appointed;(2) [deleted]88(2A) where the firm is a Solvency II firm, advise the firm'sgoverning body as to whether the assumptions used to calculate the future discretionary
SUP 4.3.16DGRP
1Firms should normally obtain advice, from the actuary appointed to perform the with-profits actuary function in respect of the affected class or classes of with-profits business, whenever they are preparing to make key decisions based on the exercise of discretion affecting their with-profits business. Firms should also have risk management processes in place to ensure that all relevant matters are referred to the actuary for advice.
SUP 4.3.17RRP
A firm must require and allow any actuary appointed to perform the with-profits actuary function1 to perform his duties and must1:11(1) keep him informed of the firm's business and other plans (including, where relevant, those of any related firm, to the extent it is aware of these);(2) provide him with sufficient resources (including his own time and access to the time of others);(3) hold such data and establish such systems as he reasonably requires;(4) request his advice about
COLL 6.5.2AGRP
4COLL 6.6A and COLL 6.6B set out additional FCArules and guidance applicable to the authorised fund manager and depositary of a UCITS scheme in relation to the appointment and duties of the depositary.
COLL 6.5.3RRP
(1) The directors (or director) of an ICVC must take all practicable steps to ensure the ICVC has at all times as its ACD a person who is qualified to act as ACD.(2) If the ICVC ceases to have any director, the depositary must exercise its powers, under the OEIC Regulations, to appoint a person to be an ACD of the ICVC.(3) For an ICVC that holds annual general meetings under the OEIC Regulations, the1 appointment of an ACD (other than the first ACD), under (1) or (2), must terminate
COLL 6.5.4RRP
(1) The appointment of an ACD terminates immediately upon it ceasing to be a director.(2) The appointment of an ACD terminates if a notice of termination of that appointment, the terms of which have been approved by a resolution of the board of directors of the ICVC, is given to the ACD.(3) If there is no director other than the ACD, the appointment of the ACD terminates if a notice of termination of that appointment is given by the depositary to the ACD and to the ICVC, following
COLL 6.5.6RRP
If the ICVC ceases to have any directors, the depositary may:(1) retain the services of an authorised person to carry out the functions referred to in COLL 6.6.3 R (3)(a) and (b); or(2) manage the scheme property itself on behalf of the ICVC until a director is appointed or the winding up of the ICVC is commenced provided it is not prohibited from doing so by any law or rule.
COLL 6.5.7RRP
(1) The authorised fund manager3 of an AUT3 or ACS3 is subject to removal by written notice by the depositary3 upon any of the following events:33(a) the calling of a meeting to consider a resolution for winding up the authorised fund manager3;3(b) an application being made to dissolve the authorised fund manager3 or to strike it off the Register of Companies;3(c) the presentation of a petition for the winding up of the authorised fund manager3;3(d) the making of, or any proposals
COLL 6.5.8RRP
(1) The authorised fund manager of an AUT or ACS3 has the right to retire in favour of another person eligible under the Act and approved in writing by the depositary3 upon:33(a) the retiring authorised fund manager3 appointing that person by deed as authorised fund manager3 in its place and assigning to that person all its rights and duties as such a authorised fund manager3; and333(b) the new authorised fund manager3 entering into such deeds as the depositary3 reasonably considers
COLL 6.5.10RRP
(1) The depositary of an authorised fund may not retire voluntarily except upon the appointment of a new depositary.(2) The depositary of an authorised fund must not retire voluntarily unless, before its retirement, it has ensured that the new depositary has been informed of any circumstance of which the retiring depositary has informed the FCA.(3) When the depositary of an authorised fund wishes to retire or ceases to be an authorised person, the authorised fundmanager may, subject
EG 9.9.1RP
1When the FCA's decision to withdraw an approval has become effective, the position of the firm which applied for that approval depends on whether it directly employs the person concerned, or whether the person is employed by one of its contractors.
EG 9.9.2RP
1Section 59(1) is relevant where the firm directly employs the person concerned. Under the provision, a firm ('A') must take reasonable care to ensure that no person performs a controlled function under an arrangement entered into by A in relation to the carrying on by it of a regulated activity, unless the appropriate regulator (as defined in section 59(4) of the Act) approves the performance by that person of the controlled function to which the approval relates.
EG 9.9.3RP
1Section 59(2) is relevant where the person is employed by a contractor of the firm. It requires a firm ('A') to take reasonable care to ensure that no person performs a controlled function under an arrangement entered into by a contractor of A in relation to the carrying on by A of a regulated activity, unless the appropriate regulator (as defined in section 59(4) of the Act) approves the performance by that person of the controlled function to which the approval
EG 9.9.4RP
1Firms should be aware of the potential effect that these provisions may have on their contractual relationships with approved persons employed by them and with contractors engaged by them, and their obligations under those contracts.
SYSC 22.7.2GRP
(1) SYSC 22.7.1R means that a firm recruiting someone from another member of its group is not required to request a reference from the other where the group has centralised records or alternative measures in place to ensure sharing of relevant information between its members. (2) The recruiting firm should be satisfied that the centralised or alternative measures ensure relevant information is made available as part of the fit and proper assessment of the recruit.
SYSC 22.7.3GRP
The Glossary definition of employer covers more than just a conventional employer and so it may not always be obvious who a person’semployer is. Therefore a full scope regulatory reference firm appointing someone to a position that requires a reference may have to get the employee’s help in identifying their previous employers.
SYSC 22.7.6GRP
If a relevant authorised person (A):(1) appoints someone (P) to a specified significant-harm function position; (2) obtains a reference from an ex-employer; and(3) later wishes to renew P’s certificate under the certification regime; it is unlikely that A will need to ask for another reference from that ex-employer or ask for it to be reissued unless there is a change in P’s role of the type described in SYSC 5.2.17G (major changes in role).
SYSC 22.7.7GRP
(1) If a full scope regulatory reference firm (A):(a) appoints someone (P) to a specified significant-harm function or an approved person position;(b) obtains a reference from an ex-employer (B); and(c) later wishes to: (i) appoint P to another specified significant-harm function or approved person position; or(ii) keep P in the same specified significant-harm function but make a change in P’s role of the type described in SYSC 5.2.17G (major changes in role), whether that change
SYSC 22.7.8GRP
If:(1) a firm (A) appoints someone (P) to a specified significant-harm function or approved person position;(2) A obtains a reference from an ex-employer (B); (3) later P transfers to a specified significant-harm function or an approved person position with a full scope regulatory reference firm in A’s group (C); (4) B’s reference is:(a) addressed to all firms in A’s group; or(b) otherwise drafted so that it is clear that C may rely on it; and(5) C does not need to ask for the
SYSC 22.7.11GRP
(1) Although this chapter (see SYSC 22.2.3R) only requires a full scope regulatory reference firm to try to get a reference for a person it is recruiting to perform an FCA controlled function or a PRA controlled function towards the end of the application process, the FCA would normally expect a firm to have obtained the reference before the application for approval is made. (2) The main examples of circumstances in which it would be reasonable for a firm to delay getting a reference
SYSC 22.2.1RRP
(1) 1If a full scope regulatory reference firm (A) is considering:(a) permitting or appointing someone (P) to perform a controlled function; or(b) issuing a certificate under the certification regime for P;(as explained in more detail in rows (A) and (B) of the table in SYSC 22.2.3R), A must take reasonable steps to obtain appropriate references from: (c) P’s current employer; and(d) anyone who has been P’s employer in the past six years.(2) A must take reasonable steps to obtain
SYSC 22.2.2RRP
(1) A firm (B) must provide a reference to another firm (A) as soon as reasonably practicable if:(a) A is considering:(i) permitting or appointing someone (P) to perform a controlled function; or(ii) issuing a certificate under the certification regime for P; or(iii) appointing P to another position in the table in SYSC 22.2.3R; (as explained in more detail in the table in SYSC 22.2.3R);(b) A makes a request, for a reference or other information in respect of P from B, in B’s
SYSC 22.2.3RRP

Table: What positions need a reference

Position

When to obtain reference

Comments

(A) Permitting or appointing someone to perform an FCA controlled function or a PRA controlled function.

One month before the end of the application period

Where a request for a reference would require:

(a) the firm requesting the reference;

(b) the employer giving the reference; or

(c) any other person;

to make a mandatory disclosure prior to P disclosing to its current employer that such application has been made, the date is the end of the application period.

(B) Issuing a certificate under section 63F of the Act (Certification of employees by relevant authorised persons).

Before the certificate is issued

This includes renewing an existing certificate.

(C) Appointing someone to any of the following positions (as defined in the PRA Rulebook):

(a) a notified non-executive director;

(b) a credit union non-executive director; or

(c) a key function holder.

Not applicable

SYSC 22.2.1R (obligation to obtain a reference) does not apply to a firm appointing someone to the position in column (1).

However SYSC 22.2.2R does apply to a firm asked to give a reference to a firm appointing someone to the position in column (1).

Note 1: Mandatory disclosure means an obligation in any applicable laws, regulations or rules to declare or disclose information to the public.

Note 2: P refers to the employee or ex-employee about whom the reference is given as defined in more detail in SYSC 22.2.1R and SYSC 22.2.2R.

Note 3: The application period means the period for consideration referred to in section 61 of the Act (Determination of application).
SYSC 22.2.5RRP
B does not need to update A if: (1) A is no longer a firm; (2) P has not yet been employed by A (because, for example, P is still working their notice period with B) and it is no longer intended for A to employ P;(3) A is no longer P’s employer; or(4) despite making reasonable enquiries under SYSC 22.2.4R, B does not know whether P is still employed by A.
SYSC 22.2.6RRP
This rule sets out time limits about the obligation to update a reference in SYSC 22.2.4R. (1) If B still employs P, SYSC 22.2.4R applies throughout the period B remains employed.(2) If B no longer employs P, the obligation to update ends six years after P ceased to be employed by B.(3) If B no longer employs P and the matters or circumstances are not serious misconduct by P, B does not have to disclose something if it did not occur or exist in the six year period ending on the
REC 3.4.2ARRP
1Where, in relation to a UK RIE a proposal has been made to appoint or elect a person as a member of the management body4, that UK RIE must at least 30 days before the date of the appointment or election give notice of that event, and give the information specified for the purposes of this rule in REC 3.4.4A R to the FCA.3 [Note: article 45(8)4 of MiFID]3
REC 3.4.3GRP
(1) Members of the management body4 include the persons who, under the operational or managerial arrangements of the UK recognised body, are appointed to manage the departments responsible for carrying out its relevant functions, whether or not they are members of its governing body. A person appointed to carry out specific tasks, such as to conduct a particular investigation into a specific set of facts, would not usually be a member of the management body4.(2) A member of the
REC 3.4.4ARRP
1The following information is specified for the purposes of REC 3.4.2A R:(1) that person's name;(2) his or her4 date of birth;(3) where applicable,4 a description of the responsibilities which he or she4 will have in the post to which he or she4 is to be appointed or elected, including for a UK RIE which operates an RAP where the person has responsibilities both in the UK RIE and RAP, a description of the responsibilities he has in respect of each body;43(4) where applicable,
REC 3.4.5RRP
Where the governing body of a UK recognised body delegates any of its functions (which relate to that UK recognised body'srelevant functions) to a standing committee, or appoints a standing committee to manage or oversee the carrying out of any of that UK recognised body'srelevant functions, that UK recognised body must immediately notify the FCA3 of that event and give the FCA3 the following information:33(1) the names of the members of that standing committee; and(2) the terms
REC 3.4.7GRP
(1) Standing committees include permanent committees with executive, supervisory, policy-making or rule-making responsibilities. Committees appointed for particular tasks or committees established for purely consultative or advisory purposes would not usually be considered to be standing committees.(2) Committees which include persons who are not members of the governing body can be standing committees.
SYSC 22.8.4RRP
When a relevant authorised person is permitting or appointing someone to perform a controlled function whose approval is given under SUP 10A.1.15R or SUP 10A.1.16R (appointed representatives of relevant authorised persons), the requirements of this chapter for firms that are not full scope regulatory reference firms apply in place of the requirements that only apply to full scope regulatory reference firms.
SYSC 22.8.5GRP
A firm should ensure its appointed representative complies with the requirements of this chapter when the appointed representative appoints an approved person under SUP 10A.1.15R to SUP 10A.1.16BR (appointed representatives).
SYSC 22.8.7GRP
If:(1) a firm (A) is thinking of employing someone (P);(2) P is employed by a group services company (D) that is not a firm; (3) P (in their capacity as an employee of D) performs a function or service for a firm (B) in the same group as D such that P is also an employee of B; and(4) A intends to appoint (P) to a position that entitles A to obtain a reference from B;then: (5) (if A is a full scope regulatory reference firm) A should ask both B and D for a reference;(6) B is obliged
SUP 4.2.1GRP
Section 340 of the Act gives the PRA6 power to make rules requiring an authorised person, or an authorised person falling into a specified class, to appoint an actuary3. The PRA has exercised its power to make such rules in PRA Rulebook: Solvency II firms: Actuaries; and PRA Rulebook: Non-Solvency II firms: Actuarial Requirements.5 The rule-making powers of the PRA and FCA6 under section 340 of the Act also extend to an actuary's3 duties.636666663336
SUP 4.2.2GRP
This chapter defines the relationship between firms and their actuaries3 and clarifies the role which actuaries3 play in the appropriate regulator's monitoring of firms' compliance with the requirements and standards under the regulatory system. The chapter sets out rules and guidance on the appointment of actuaries3, and the termination of their3 term of office, as well as setting out their respective rights and duties. The purpose of the chapter is to ensure that:3333(1) long-term
SUP 4.2.3GRP
The functions3 described by SUP 4.2.2 G (1) are performed by one or more actuaries who are3 required to hold office continuously and must be approved persons3. Solvency II firms are required to have an actuarial function. Solvency II firms are not required to appoint an external actuary to fulfil the actuarial function for the purposes of rule 6 of the PRA Rulebook: Solvency II firms: Conditions Governing Business, but they must do so if they do not have the internal capability
SUP 4.2.6GRP
3In making appointments under this chapter and in allocating duties to actuaries, firms are reminded of their obligation under SYSC 2.1.1 R or rule 2.2(2) of the PRA Rulebook: Solvency II firms: Conditions Governing Business4 to maintain a clear and appropriate apportionment of significant responsibilities so that it is clear who has which of those responsibilities and that the business and affairs of the firm can be adequately monitored and controlled by the directors, relevant
REC 3.7.1RRP
Where the auditors of a UK recognised body cease to act as such, that UK recognised body must immediately give the FCA1notice of that event, and the following information:1(1) whether the appointment of those auditors expired or was terminated;(2) the date on which they ceased to act; and(3) if it terminated, or decided not to renew, their appointment, its reasons for taking that action or decision.
REC 3.7.2RRP
Where a UK recognised body appoints new auditors, that body must immediately give the FCA1notice of that event, and the following information:1(1) the name and business address of those new auditors; and(2) the date of their appointment as auditors.
SYSC 6.1.4RRP
In order to enable the compliance function to discharge its responsibilities properly and independently, 16a management company8 must ensure that the following conditions are satisfied:(1) the compliance function must have the necessary authority, resources, expertise and access to all relevant information;(2) a compliance officer must be appointed and must be responsible for the compliance function and for any reporting as to compliance required by SYSC 4.3.2 R;(3) the relevant
SYSC 6.1.4CRRP
A debt management firm and a credit repair firm must appoint a compliance officer to be responsible for ensuring the firm meets its obligations under SYSC 6.1.1R for any compliance function the firm has and for any reporting as to compliance which may be made under SYSC 4.3.2R.
SYSC 6.1.4-CGRP
(1) 15This guidance is relevant to a relevant authorised person required to appoint a compliance officer under SYSC 6.1.4R or article 22(3) of the MiFID Org Regulation as applicable16.(2) Taking account of the nature, scale and complexity of its activities, the firm should have appropriate procedures to ensure that the removal or any other disciplinary sanctioning of the compliance officer does not undermine the independence of the compliance function.(3) In the FCA's view, it
SUP 4.5.1RRP
An actuary2 appointed under PRA rules made under section 340 of the Act, or for the purposes of PRA Rulebook: Solvency II firms: Conditions Governing Business, 6,6 must be objective in performing his duties.225
SUP 4.5.7GRP
(1) Actuaries appointed under PRA rules made under section 340 of the Act, or for the purposes of PRA Rulebook: Solvency II firms: Conditions Governing Business, 6,6 are subject to regulations5 made by the Treasury under sections 342(5) and 343(5) of the Act (Information given by auditor or actuary to a regulator7). Section 343 and the regulations also apply to an actuary of an authorised person in his capacity as an actuary of a person with close links with the authorised person.47(2)
SUP 4.5.8GRP
SUP 4.5.9 R to SUP 4.5.11 G apply to a person who is or has been an actuary appointed under PRA rules made under section 340 of the Act, or for the purposes of PRA Rulebook: Solvency II firms: Conditions Governing Business, 66.225
SUP 13.3.1GRP
(1) Guidance on what constitutes a branch is given in SUP App 3.18(2) (a) Where a UK MiFID investment firm is seeking to use a tied agent established in another EEA State in which a branch is already established, the tied agent will be assimilated into the branch.18(b) If a UK MiFID investment firm is seeking to use a tied agent established in another EEA State in which no branch is already established, the rules in SUP 13 will apply as if that firm were seeking to establish a
SUP 13.3.2BGRP
4An appointed representative appointed by a firm to carry on insurance mediation activity on its behalf may establish a branch in another EEA State under the Insurance Mediation Directive. In this case, the notice of intention8 in SUP 13.3.2 G (1) should be given to the appropriate UK regulator20 by the firm on behalf of the appointed representative.5820
SUP 13.3.2DGRP
8A tied agent appointed by a MiFID investment firm to carry on investment services and activities (and ancillary services where relevant) does not have its own passporting right to establish a branch in another EEA State. However, a MiFID investment firm remains free to appoint a tied agent to do business in another EEA State and where it does so, the tied agent will benefit from its passport.9
SUP 12.4.1AGRP
1The effect of sections 20 (Authorised persons acting without permission) and 39(4) (Exemption of appointed representatives) of the Act is that the regulated activities covered by an appointed representative's appointment need to:(1) fall within the scope of the principal's permission; or(2) be excluded from being regulated activities when carried on by the principal, for example because:141111(a) 14they fall within article 28 of the Regulated Activities Order (Arranging transactions
SUP 12.4.5BRRP
(1) 1A firm must not appoint a person as its appointed representative until it has entered into a written agreement (a "multiple principal agreement") with every other principal the person may have; but this does not apply to the appointment of an introducer appointed representative nor does it require an agreement with another principal which has appointed a person as an introducer appointed representative.(2) A firm must not unreasonably decline to enter into a multiple principal
SUP 12.4.5CRP
1

Multiple principal agreement

Matter

Explanation

1.

Scope of appointment

The scope of appointment given by each principal to the appointed representative.

2.

Complaints handling

The identity of the principal which will be the point of contact for a complaint from a client (referred to as the "lead-principal" in SUP 12.4.5D G to SUP 12.4.5E G).

An agreement that each principal will co-operate with each other principal in resolving a complaint from a client in relation to the appointed representative's conduct.

The arrangements for complaints handling, including arrangements for resolving disputes between the principals in relation to their liability to a client in respect of a complaint and arrangements for dealing with referrals to the Financial Ombudsman Service.

3.

Financial promotions

The arrangements for approving financial promotion.

4.

Control and monitoring

The arrangements for the control and monitoring of the activities of the appointed representative (see in particular SUP 12.6.6 R (Regulated activities and investment services outside the scope of appointment) and SUP 12.6.7 G (Senior management responsibility for appointed representatives)).

5.

Approved person status

The arrangements for making applications for approved person status (see SUP 10A and SUP 10C12 (Approved persons) and the corresponding PRA requirements).12

2323

6.

Training and competence

The arrangements for training and competence (see TC).

7.

Co-operation

The arrangements for co-operation over any other issues which may arise from the multiple appointments, including issues which may damage the interests of clients dealing with the appointed representative and administrative issues.

An agreement by each principal to take reasonable steps to ensure that it does not cause the appointed representative or any of its other principals to be in breach of their obligations to each other or under the regulatory system.

8.

Sharing information

The arrangements for sharing information on matters relevant to the matters covered under the multiple principal agreement and each principal's obligations under SUP 12.6 (Continuing obligations of firms with appointed representatives).

An agreement that each principal will notify each other principal of any information which is materially relevant to the multiple principal agreement.
SUP 12.4.5EGRP
(1) 1Under the relevant provisions in COBS, ICOBS7 and MCOB, the customer will receive details of how to complain to the appointed representative and, when a product is purchased, details of the complaints procedure for the product provider, insurer or home finance provider.2772(2) Under DISP 1.2.1 R4, a firm must among other things, supply summary details of its internal process for dealing promptly and fairly with complaints4 to the customer when it receives a complaint4. In
DISP App 1.6.3GRP
34A product provider should ensure that the method it adopts for valuing augmentation benefits is consistent with the statements made in the documentation published about the windfall event. Relevant documentation for the purpose of valuing such benefits will include (but is not limited to):22(1) Any description of increases in benefits in any circular to policyholders (and any other public information relating to the event);(2) Any principles of financial management established
DISP App 1.6.7GRP
342An actuary, appointed by a product provider under SUP 4 (Actuaries)2 should certify that the method adopted by the product provider for calculating the value of an augmentation benefit is in accordance with the guidance in DISP App 1.6.1 G to DISP App 1.6.6 G.
REC 2.4A.1UKRP

1Schedule to the Recognition Requirements Regulations, paragraph 2A

(1)

The composition of the management body of a [UK RIE] must reflect an adequately broad range of experience.

(2)

The management body must possess adequate collective knowledge, skills and experience in order to understand the [UK RIE’s] activities and main risks.

(3)

Members of the management body must -

(a)

commit sufficient time to perform their functions on the management body;

(b)

act with honesty, integrity and independence of mind; and

(c)

effectively -

(i)

assess and challenge, where necessary, the decisions of the senior management; and

(ii)

oversee and monitor decision making.

(4)

The management body must -

(a)

define and oversee the implementation of governance arrangements that ensure the effective and prudent management of the [UK RIE] in a manner which promotes the integrity of the market, which at least must include the -

(i)

the segregation of duties in the organisation; and

(ii)

the prevention of conflicts of interest;

(b)

monitor and periodically assess the effectiveness of the [UK RIE’s] governance arrangements; and

(c)

take appropriate steps to address any deficiencies found as a result of the monitoring under paragraph (b).

(5)

A [UK RIE] must -

(a)

devote adequate human and financial resources to the induction and training of members of the management body;

(b)

ensure that the management body has access to the information and documents it requires to oversee and monitor management decision-making; and

(c)

notify the FCA of the identity of all the members of its management body.

(6)

A [UK RIE] and, if it has a nomination committee, its nomination committee must engage a broad set of qualities and competences when recruiting persons to the management body, and for that purpose have a policy promoting diversity on the management body.

(7)

The number of directorships a member of the management body can hold at the same time must take into account individual circumstances and the nature, scale and complexity of the [UK RIE’s] activities.

REC 2.4A.2UKRP

Schedule to the Recognition Requirements Regulations, paragraph 2B

(1)

If the [UK RIE] is significant the following requirements apply to the management body -

(a)

members of the management body must not at the same time hold positions exceeding more than one of the following combinations –

(i)

one executive directorship with two non-executive directorships (or where so authorised by the FCA under regulation 44(1) [of the MiFI Regulations], three non-executive directorships); or

(ii)

four non-executive directorships (or where so authorised by the FCA under regulation 44(1) [of the MiFI Regulations], five non-executive directorships); and

(b)

the management body must have a nomination committee unless it is prevented by law from selecting and appointing its own members.

(2)

For the purposes of sub-paragraph (1)(a) -

(a)

any directorship in which the person represents the United Kingdom is not counted;

(b)

executive or non-executive directorships -

(i)

held within the same group, or

(ii)

held within the same undertaking where the [UK RIE] holds a qualifying holding within the meaning of Article 4.1.31 of the markets in financial instruments directive [MiFID],

shall be counted as a single directorship; and

(c)

any directorship in an organisation which does not pursue predominantly commercial objectives is not counted.

(3)

The nomination committee referred to in sub-paragraph (1)(b) must -

(a)

be composed of members of the management body who do not perform an executive function in the [UK RIE];

(b)

identify and recommend to the [UK RIE] persons to fill management body vacancies;

(c)

at least annually assess the structure, size, composition and performance of the management body and make recommendations to the management body;

(d)

at least annually assess the knowledge, skills and experience of individual members of the management body and of the management body collectively and report to the management body accordingly; and

(e)

periodically review the policy of the management body for the selection and appointment of senior management and make recommendations to the management body; and

(f)

be able to use any forms of resource it deems appropriate, including external advice.

(4)

In performing its functions under sub-paragraph (3), the nomination committee must take account of the need to ensure that the management body’s decision making is not dominated by-

(a)

any one individual; or

(b)

a small group of individuals,

in a manner that is detrimental to the interests of the [UK RIE] as a whole.

(5)

In performing its function under sub-paragraph 3(b) the nomination committee must -

(a)

evaluate the balance of knowledge, skills, diversity and experience of the management body;

(b)

prepare a description of the roles, capabilities and expected time commitment for any particular appointment;

(c)

decide on a target for the representation of the underrepresented gender in the management body and prepare a policy on how to meet that target;

(d)

engage a broad set of qualities and competences, and for that purpose have a policy promoting diversity on the management body.

(6)

In sub-paragraph (1), “significant” in relation to a [UK RIE] means significant in terms of the size and internal organisation of the [UK RIE] and the nature, scale and complexity of the [UK RIE’s] activities.
LR 8.3.14RRP
1If a listed company or applicant appoints more than one sponsor to provide a sponsor service6 then:6(1) the appointment does not relieve either of the appointed sponsors of their obligations under LR 8; and(2) the sponsors are each responsible for complying with the obligations under LR 8 .66
LR 8.3.15GRP
6If a listed company or applicant appoints more than one sponsor to provide a sponsor service, the FCA expects the sponsors to co-operate with each other in relation to the sponsor service, including by establishing arrangements for the sharing of information as appropriate having regard to the sponsor service.
SUP 12.3.5RRP
1A UK MiFID investment firm must not appoint an EEA registered tied agent or allow such an agent to continue to act for it unless it accepts or has accepted responsibility in writing for the agent's activities in acting as its EEA registered tied agent.[Note: paragraph 1 of article 29(2)6 of MiFID]
SUP 12.3.6GRP
1The effect of section 39A(6)(b) of the Act is to prohibit a UK MiFID investment firm from appointing an FCA registered tied agent unless it has accepted responsibility in writing for the agent's activities in acting as a tied agent.
LR 10.8.3GRP
The following documents should be provided in writing to the FCA:(1) confirmation from the listed company that:(a) negotiation does not allow time for shareholder approval;(b) all alternative methods of financing have been exhausted and the only option remaining is to dispose of a substantial part of their business;(c) by taking the decision to dispose of part of the business to raise cash, the directors are acting in the best interests of the company and shareholders as a whole
LR 10.8.4GRP
An announcement should be notified to a RIS no later than the date the terms of the disposal are agreed and should contain:(1) all relevant information required to be notified under LR 10.4.1 R;(2) the name of the acquirer and the expected date of completion of the disposal;(3) full disclosure about the continuing groups prospects for at least the current financial year;(4) a statement that the directors believe that the disposal is in the best interests of the company and shareholders
CASS 6.3.1RRP
(1) 1A firm may deposit safe custody assets2 held by it on behalf of its clients into an account or accounts opened with a third party, but only if it exercises all due skill, care and diligence in the selection, appointment and periodic review of the third party and of the arrangements for the holding and safekeeping of those safe custody assets.222(1A) [deleted]66(2) [deleted]66(3) When a firm makes the selection, appointment and conducts the periodic review referred to 2under
CASS 6.3.2ARRP
(1) 6A firm must make a record of the grounds upon which it satisfies itself as to the appropriateness of its selection and appointment of a third party under CASS 6.3.1 R. The firm must make the record on the date it makes the selection or appointment and must keep it from that date until five years after the firm ceases to use the third party to hold safe custody assets belonging to clients.(2) A firm must make a record of each periodic review of its selection and appointment
PR 5.5.3ARRP
1In PR 5.5.3R (2)(b)(iii), external management company means in relation to an issuer that is a company which is not a collective investment undertaking, a person who is appointed by the issuer (whether under a contract of service, a contract for services or any other commercial arrangement) to perform functions that would ordinarily be performed by officers of the issuer and to make recommendations in relation to strategic matters.
PR 5.5.3BGRP
1In considering whether the functions the person performs would ordinarily be performed by officers of the issuer, the FCA will consider, among other things:(1) the nature of the board of the issuer to which the person provides services, and whether the board has the capability to act itself on strategic matters in the absence of that person's services; (2) whether the appointment relates to a one-off transaction or is a longer term relationship; and(3) the proportion of the functions