Related provisions for LR 11.1.1D

FEES 13.2.3R24/02/2017

The IML levy is calculated as follows:(1) identify whether activity group CC1 or CC2 applies to the business of the firm for the relevant period (for this purpose, the activity groups are defined in accordance with Part 1 of FEES 4 Annex 1AR);(2) for each of those activity groups, calculate the amount payable in the way set out in FEES 13.2.4R;(3) add the amounts calculated under (2);(4) work out whether a minimum fee is payable under Part 2 of FEES 7 Annex 1R and if so how much;(5)

FEES 13.2.5R24/02/2017

For the purposes of FEES 13.2.4R:(1) a firm in activity group CC2 may apply the relevant tariff bases and rates to its non-UK business, as well as to its UK business, if:(a) it has reasonable grounds for believing that the costs of identifying the firm’sUK business separately from its non-UK business in the way described in FEES 4 Annex 11BR are disproportionate to the difference in fees payable; and (b) it notifies the FCA in writing at the same time as it provides the information

FEES 13.2.9R24/02/2017

Table of rules in FEES 4 that also apply to FEES 13 to the extent that in FEES 4 they apply to fees payable to the FCA.

FEES 4 rules incorporated into FEES 13	Description
FEES 4.2.4R	Method of payment
FEES 4.2.7GR to FEES 4.2.7KR	Calculation of periodic fee and tariff base for a firm’s second financial year
FEES 4.2.8R	How FEES 4.2.7R applies in relation to an incoming EEA firm or an incoming Treaty firm
FEES 4.2.10R	Extension of time
FEES 4.2.11R (first entry only)	Due date and changes in permission for periodic fees
FEES 4.3.7R	Group of firms
FEES 4.3.13R	Firms applying to cancel or vary permission before start of period
FEES 4.3.17R	Firms acquiring businesses from other firms
FEES 4.4.1R to FEES 4.4.6R	Information on which fees are calculated

MCOB 1.6.2G01/04/2014

Principle 2 requires a firm to conduct its business with due skill, care and diligence. The purpose of MCOB 1.6.3 R is to reinforce this. The FCA would expect firms to take appropriate steps to determine whether any mortgage it proposes to enter into is subject to FCA regulation and, if so, whether it is a regulated mortgage contract or a regulated credit agreement4.

MCOB 1.6.4R01/04/2014

If, notwithstanding the steps taken by a firm to comply with MCOB 1.6.3 R, it transpires that a mortgage which the firm has treated as unregulated or as a regulated credit agreement4 is in fact a regulated mortgage contract, the firm must as soon as practicable after the correct status of the mortgage has been established:(1) contact the customer and provide him with the following information in a durable medium:(a) a statement that the mortgage contract is a regulated mortgage

MCOB 1.6.5G01/04/2014

(1) MCOB 1.6.4 R(2) means, for example, that if a firm discovered immediately after completion that a loan was a regulated mortgage contract, the firm would be required to comply with MCOB 7.4 (Disclosure at the start of the contract).(2) Although MCOB 1.6.4 R recognises that firms may become aware that a mortgage is a regulated mortgage contract at a late stage, the FCA expects this to be an extremely rare occurrence. It could arise, for example, if a firm has acted on the understanding,

PR 2.2.4R01/04/2013

An issuer, offeror or person requesting admission who already has a registration document approved by the FCA is required to draw up only the securities note and the summary when transferable securities are offered or a request is made for admission to trading. [Note: article 12.1 PD]

PR 2.2.9R24/03/2016

If the final terms of the offer are not included in the base prospectus or a supplementary prospectus:5(1) the final terms must be:55(a) filed with the FCA; and5(b) made available to the public6; 576[Note: See PR 3.2 for the requirements regarding making final terms available to the public]5(2) the base prospectus must disclose the criteria and/or the conditions in accordance with which the above elements will be determined or, in the case of price, the maximum price. [Note: article

PR 2.2.10EU27/09/2013

Articles 25 and 26 of the PD Regulation provide for the format of prospectuses and base prospectuses:

Format of the prospectus
25.1	Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [PR 2.2.1 R] to draw up a prospectus as a single document, the prospectus shall be composed of the following parts in the following order:
	(1)	a clear and detailed table of contents;
	(2)	the summary provided for in [section 87A(5) of the Act];
	(3)	the risk factors linked to the issuer and the type of security covered by the issue;
	(4)	the other information items included in the schedules and building blocks according to which the prospectus is drawn up.
2.	Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [LR 3.1.1 R], to draw up a prospectus composed of separate documents, the securities note and the registration document shall be each composed of the following parts in the following order:
	(1)	a clear and detailed table of contents;
	(2)	as the case may be, the risk factors linked to the issuer and the type of security covered by the issue;
	(3)	the other information items included in the schedules and building blocks according to which the prospectus is drawn up.
3.	In the cases mentioned in paragraphs 1 and 2, the issuer, the offeror or the person asking for admission to trading on a regulated market shall be free in defining the order in the presentation of the required information items included in the schedules and building blocks according to which the prospectus is drawn up.
4.	Where the order of the items does not coincide with the order of the information provided for in the schedules and building blocks according to which the prospectus is drawn up, the [FCA] may ask the issuer, the offeror or the person asking for the admission to trading on a regulated market to provide a cross reference list for the purpose of checking the prospectus before its approval. Such list shall identify the pages where each item can be found in the prospectus. [see PR 3.1.1 R (3)2] 2
5.	Where the summary of a prospectus must be supplemented according to [section 87G of the Act], the issuer, the offeror or the person asking for admission to trading on a regulated market shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or to produce a supplement to the summary.
	If the new information is integrated in the original summary, the issuer, the offeror or the person asking for admission to trading on a regulated market shall ensure that investors can easily identify the changes, in particular by way of footnotes.
	2In any case, a new filing of final terms and summary of the individual issue annexed thereto corresponding to offers made prior to the production of a new summary or a supplement to the summary shall not be required.

Format of the base prospectus and its related final terms
26.1	Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [PR 2.2.7 R] to draw up a base prospectus, the base prospectus shall be composed of the following parts in the following order:
	(1)	a clear and detailed table of contents;
	(2)	the summary provided for in [section 87A of the Act];
	(3)	the risk factors linked to the issuer and the type of security or securities covered by the issue(s);
	(4)	the other information items included in the schedules and building blocks according to which the prospectus is drawn up.
2.	Notwithstanding paragraph 1, the issuer, the offeror or the person asking for admission to trading on a regulated market shall be free in defining the order in the presentation of the required information items included in the schedules and building blocks according to which the prospectus is drawn up. The information on the different securities contained in the base prospectus shall be clearly segregated.
3.	Where the order of the items does not coincide with the order of the information provided for by the schedules and building blocks according to which the prospectus is drawn up, the [FCA] may ask the issuer, the offeror or the person asking for admission to trading on a regulated market to provide a cross reference list for the purpose of checking the prospectus before its approval. Such list should identify the pages where each item can be found in the prospectus. [see PR 3.1.1 R (3)2] 2
4.	In case the issuer, the offeror or the person asking for admission to trading on a regulated market has previously filed a registration document for a particular type of security and, at a later stage, chooses to draw up base prospectus in conformity with the conditions provided for in [PR 2.2.7 R], the base prospectus shall contain:
	(1)	the information contained in the previously or simultaneously filed and approved registration document which shall be incorporated by reference, following the conditions provided for in Article 28 of this Regulation;
	(2)	the information which would otherwise be contained in the relevant securities note less the final terms where the final terms are not included in the base prospectus.
5.	The final terms shall be presented in the form of a separate document or be included in the base prospectus. The final terms shall be prepared in an easily analysable and comprehensible form.2 2
	The items of the relevant securities note schedule and its building blocks, which are included in the base prospectus shall not be reproduced in the final terms.2 2
	The issuer, the offeror or the person asking for admission to trading on a regulated market may include any of the additional information set out in Annex XXI in the final terms.2 2
	2A clear and prominent statement shall be inserted in the final terms indicating:
	(a)	that the final terms have been prepared for the purpose of Article 5(4) of Directive 2003/71/EC and must be read in conjunction with the base prospectus and its supplement(s);
	(b)	where the base prospectus and its supplement(s) are published in accordance with Article 14 of Directive 2003/71/EC;
	(c)	that in order to get the full information both the base prospectus and the final terms must be read in conjunction;
	(d)	that a summary of the individual issue is annexed to the final terms.
	The final terms may include the signature of the legal representative of the issuer or the person responsible for the prospectus according to the relevant national law or the signature of both.
5a	The final terms and the summary of the individual issue shall be drawn up in the same language respectively as the approved version of the form of the final terms of the base prospectus and as the summary of the base prospectus.
	When the final terms are communicated to the competent authority of the host Member State or, if there is more than one host Member State, to the competent authorities of the host Member States, in accordance with Article 5(4) of Directive 2003/71/EC, the following language rules shall apply to the final terms and the annexed summary:
	(a)	where the summary of the base prospectus is to be translated pursuant to Article 19 of Directive 2003/71/EC, the summary of the individual issue annexed to the final terms shall be subject to the same translation requirements as the summary of the base prospectus;
	(b)	where the base prospectus is to be translated pursuant to Article 19 of Directive 2003/71/EC, the final terms and the summary of the individual issue annexed thereto, shall be subject to the same translation requirements as the base prospectus.
	The issuer shall communicate those translations, together with the final terms, to the competent authority of the host Member State or, if there is more than one host Member State, to the competent authorities of the host Member States.
6.	Where a base prospectus relates to different securities, the issuer, the offeror or the person asking for admission to trading on a regulated market shall include a single summary in the base prospectus for all securities. The information on the different securities contained in the summary, however, shall be clearly segregated.
7.	Where the summary of a base prospectus must be supplemented according to [section 87G of the Act], the issuer, the offeror or the person asking for admission to trading on a regulated market shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or by producing a supplement to the summary.
	If the new information is integrated in the original summary of the base prospectus by producing a new summary, the issuer, the offeror or the person asking for admission to trading on a regulated market shall ensure that investors can easily identify the changes, in particular by way of footnotes.
8.	Issuers, offerors or persons asking for admission to trading on a regulated market may compile in one single document two or more different base prospectuses.

4 3

COCON 4.1.1G07/03/2016

The following is a non-exhaustive list of examples of conduct that would be in breach of rule 1.(1) Misleading (or attempting to mislead) by act or omission:(a) a client; or(b) the firm for whom the person works (or its auditors); or(c) the FCA or;(d) the PRA.(2) Falsifying documents.(3) Misleading a client about:(a) the risks of an investment;(b) the charges or surrender penalties of products;(c) the likely performance of products by providing inappropriate projections of future

COCON 4.1.9G07/03/2016

For the purpose of rule 3 in COCON 2.1.3R, regulators other than the FCA and the PRA are those which have recognised jurisdiction in relation to activities to which COCON applies and have a power to call for information from the firm or from individuals performing certain functions in connection with those regulated activities. This may include an exchange or an overseas regulator.

COCON 4.1.11G07/03/2016

The following is a non-exhaustive list of examples of conduct that would be in breach of rule 3.(1) Failing to report promptly in accordance with their firm's internal procedures (or, if none exist, direct to the regulator concerned), information in response to questions from the FCA, the PRA, or both the PRA and the FCA.(2) Failing without good reason to: (a) inform a regulator of information of which the approved person was aware in response to questions from that regulator;

PERG 7.3.4G23/02/2018

In the FCA's view, for a person to be carrying on the business of advising on investments or advising on a home finance transaction1 he will usually need to be doing so with a degree of regularity and for commercial purposes – that is to say, he will normally be expecting to gain some kind of a direct or indirect financial benefit. But, in the FCA's view it is not necessarily the case that advice provided free of charge will not amount to a business. Advice is often given 'free'

PERG 7.3.5G01/04/2013

Advice given in periodicals published from an establishment in the United Kingdom is regarded by the FCA as given in the United Kingdom. A similar approach is taken to advice given in, or by way of, a service provided from such an establishment.

PERG 7.3.6G01/04/2013

In other circumstances, advice issued remotely may still be given in the United Kingdom. For example, the FCA considers that advice is given in the United Kingdom if:(1) it is contained in a non-UK periodical that is posted in hard copy to persons in the United Kingdom;(2) it is contained in a non-UK periodical (or given in or by way of a service) which is made available electronically to such persons.

PERG 7.3.9G23/02/2018

Many people may be involved in the production of a periodical publication, news service or broadcast. But if the regulated activity of advising on investments, advising on regulated credit agreements for the acquisition of land,9advising on a home finance transaction1 or advising on conversion or transfer of pension benefits9 is being carried on so that authorisation is required, the FCA's view is that the person carrying on the activity (and who will require authorisation) is

MAR 5.10.1R03/01/2018

1A firm may apply to the FCA to have an MTF registered as an SME growth market. [Note: article 33(1) of MiFID]

MAR 5.10.4G03/01/2018

(1) The FCA expects an application for registration as an SME growth market to be accompanied by:(a) a copy of the rules, systems and procedures supporting the applicant’s compliance with the requirements specified in MAR 5.10.2R; and(b) such other information as the FCA may reasonably require to determine the application in accordance with MAR 5.10.2R and MAR 5.10.3R.(2) A firm intending to apply for registration as an SME growth market may wish to contact the Infrastructure

MAR 5.10.7R03/01/2018

An MTF registered as an SME growth market may be deregistered by the FCA in the following cases:(1) the firm operating the market applies for its deregistration; or(2) the requirements in MAR 5.10.2R are (subject to MAR 5.10.3G(1)) no longer complied with.[Note: article 33(5) of MiFID and article 79 of the MiFID Org Regulation]

PR 1.2.1UK13/02/2019

Sections 85 and 86 of the Act provide for when a prospectus approved by the FCA will be required:

85	(1)	It is unlawful for transferable securities to which this subsection applies to be offered to the public in the United Kingdom unless an approved prospectus has been made available to the public before the offer is made.
	(2)	It is unlawful to request the admission of transferable securities to which this subsection applies to trading on a regulated market situated or operating in the United Kingdom unless an approved prospectus has been made available to the public before the request is made.
	(3)	A person who contravenes subsection (1) or (2) is guilty of an offence and liable –
		(a)	on summary conviction, to imprisonment for a term not exceeding 3 months or a fine not exceeding the statutory maximum or both;
		(b)	on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine or both.
	(4)	A contravention of subsection (1) or (2) is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.
	(5)	Subsection (1) applies to all transferable securities other than –
		(a)	those listed in Schedule 11A;
		(b)	such other transferable securities as may be specified in prospectus rules [see PR 1.2.2 R].
	(6)	Subsection (2) applies to all transferable securities other than –
		(a)	those listed in Part 1 of Schedule 11A;
		(b)	such other transferable securities as may be specified in prospectus rules [see PR 1.2.3 R].
	(7)	"Approved prospectus" means, in relation to transferable securities to which this section applies, a prospectus approved by the competent authority of the home State in relation to the issuer of the securities.
86	Exempt offers to the public
	(1)	A person does not contravene section 85(1) if –
		(a)	the offer is made to or directed at qualified investors only;
		(b)	the offer is made to or directed at fewer than 1502 persons, other than qualified investors, per EEA State;
		(c)	the minimum consideration which may be paid by any person for transferable securities acquired by him pursuant to the offer is at least 100,0003 euros (or an equivalent amount); 3
		(d)	the transferable securities being offered are denominated in amounts of at least 100,0003 euros (or equivalent amounts); 3 3
		(e)	the total consideration for the transferable securities being offered in the EEA states3 cannot exceed 8,000,000 euros (or an equivalent amount); or3 3
		3(f)	the offer falls within subsection (1A).
	3(1A)	An offer (“the current offer”) falls within this subsection where transferable securities are resold or placed through a financial intermediary where:
		3(a)	the transferable securities have previously been the subject of one or more offers to the public;
		3(b)	in respect of one or more of those previous offers, any of paragraphs (a) to (e) of subsection (1) applied;
		3(c)	a prospectus is available for the securities which has been approved by the FCA and meets either of the conditions in subsection (1B);4 and 4
		3(d)	the issuer or other person who was responsible for drawing up the prospectus has given written consent to the use of the prospectus for the purpose of the current offer.4
	4(1B)	The conditions referred to in subsection (1A)(c) are:
		(a)	that the prospectus was approved by the FCA no earlier than 12 months before the date the current offer is made, and is supplemented by every supplementary prospectus which was required to be submitted under section 87G; or
		(b)	in the case of non-equity transferable securities falling within article 5(4)(b) of the prospectus directive, that the securities concerned have not ceased to be issued in a continuous or repeated manner.
	(2)	Where -
		(a)	a person who is not a qualified investor ("the client") has engaged a qualified investor falling within point (1) of Section 1 of Annex II to the markets in financial instruments directive3 to act as his agent; and 3
		(b)	the terms on which the qualified investor is engaged enable him to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client,
		an offer made to or directed at the qualified investor is not to be regarded for the purposes of subsection (1) as also having been made to or directed at the client.
	(3)	For the purposes of subsection (1)(b), the making of an offer of transferable securities to –
		(a)	trustees of a trust,
		(b)	members of a partnership in their capacity as such, or
		(c)	two or more persons jointly,
		is to be treated as the making of an offer to a single person.
	(4)	In determining whether subsection (1)(e) is satisfied in relation to an offer ("offer A"), offer A is to be taken together with any other offer of transferable securities of the same class made by the same person which –
		(a)	was open at any time within the period of 12 months ending with the date on which offer A is first made; and
		(b)	had previously satisfied subsection (1)(e).
	(5)	For the purposes of this section, an amount (in relation to an amount denominated in euros) is an "equivalent amount" if it is an amount of equal value denominated wholly or partly in another currency or unit of account.
	(6)	The equivalent is to be calculated at the latest practicable date before (but in any event not more than 3 working days before) the date on which the offer is first made.
	(7)	"Qualified investor",6 in relation to an offer of transferable securities,3 means –
		(a)	a person described in points (1) to (4) of Section I of Annex II to the markets in financial instruments directive, other than a person who, before the making of the offer, has agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II to that directive;3 3
		(b)	a person who has made a request to one or more relevant firms to be treated as a professional client in accordance with Section II of Annex II to that directive and has not subsequently, but before the making of the offer, agreed in writing with that relevant firm (or each of those relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II to that directive;3 3
		(c)	a person who is recognised as an eligible counterparty in accordance with article 24 of that directive and has not, before the making of the offer, agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II of that directive;3 3
		3(d)	a person whom –6
			6(i)	any relevant firm was6 authorised to continue to treat as a professional client immediately before 3 January 2018 by virtue of article 71.6 (transitional provisions) of Directive 2004/39/EC on markets in financial instruments; and6
			6(ii)	the firm may continue to treat as a professional client from 3 January 2018 by virtue of Section II.2 of Annex II to the markets in financial instruments directive.
	3(8)	In subsection (7) “relevant firm” means an investment firm or credit institution acting in connection with the offer.
	3(9)	Investment firms and credit institutions which are authorised persons7 must communicate their classification of their clients as being or not being qualified investors on request to an issuer, subject to complying with data protection legislation 7.
	3(10)	In subsections (8) and (9) - “credit institution” means - (a) a credit institution authorised under the banking consolidation directive; or (b) an institution which would satisfy the requirements for authorisation as a credit institution under that directive if it had its registered office (or if it does not have one, its head office) in an EEA State.

PR 1.2.2R01/04/2013

In accordance with section 85(5)(b) of the Act, section 85(1) of the Act does not apply to offers of the following types of transferable securities:(1) shares issued in substitution for shares of the same class already issued, if the issue of the new shares does not involve any increase in the issued capital;(2) transferable securities offered in connection with a takeover by means of an exchange offer, if a document is available containing information which is regarded by the

PR 1.2.3R20/07/2017

In accordance with section 85(6)(b) of the Act, section 85(2) of the Act does not apply to the admission to trading of the following types of transferable securities:(1) transferable securities referred to in article 1(5)(a) of the Prospectus Regulation5;(2) shares issued in substitution for shares of the same class already admitted to trading on the same regulated market, if the issue of the shares does not involve any increase in the issued capital;(3) transferable securities

SYSC 19A.1.4G03/05/2017

Subject to the requirements of SYSC 19A.1.5 R, in the FCA’s7 view SYSC 19A.1.3 R does not require a firm to breach requirements of applicable contract or employment law.[Note: recital 697 of the CRD7]

SYSC 19A.1.7G03/05/2017

(1) 7In addition to the notification requirements in the Remuneration Code7 general circumstances in which the FCA7 expects to be notified by firms of matters relating to their compliance with requirements under the regulatory system are set out in SUP 15.3 (General notification requirements). (2) In particular, in relation to remuneration matters such circumstances should take into account unregulated activities as well as regulated activities and the activities of other members

SYSC 19A.1.8G01/04/2013

The FCA's policy on individual guidance is set out in SUP 9. Firms should in particular note the policy on what the FCA considers to be a reasonable request for guidance (see SUP 9.2.5 G). For example, where a firm is seeking guidance on a proposed remuneration structure the FCA will expect the firm to provide a detailed analysis of how the structure complies with the Remuneration Code, including the general requirement for remuneration policies, procedures and practices to be

SUP 5.1.1AR01/04/2013

6In respect of the FCA's power in section 166 of the Act (Reports by skilled persons), reference to a firm in SUP 5.5.1 R, SUP 5.5.5 R and SUP 5.5.9 R includes a recognised investment exchange.

SUP 5.1.1BG01/04/2013

6In respect of the FCA's power in section 166 of the Act (Reports by skilled persons), the guidance in this chapter applies to a recognised investment exchange in the same way as it applies to a firm.

SUP 5.1.3G01/06/2016

6The purpose of this chapter is to give guidance on the FCA’s4 use of the power in section 166 (Reports by skilled persons) and section 166A (Appointment of skilled person to collect and update information) of the Act. The purpose is also to make rules requiring a firm to give assistance to a skilled person and, where a firm is required to appoint a skilled person, to include certain provisions in its contract with a skilled person. These rules are designed to ensure that the

PERG 9.10.4G01/07/2013

The restrictions mentioned in PERG 9.10.3 G are subject to a number of exemptions. For example, the controls in sections 238 and 240 do not apply to financial promotions about certain kinds of collective investment scheme. These are:(1) open-ended investment companies formed in Great Britain and authorised by the FCA under the Open-ended Investment Companies Regulations 2001;(2) authorised unit trust schemes;6(2A) authorised contractual schemes; and6(3) collective investment schemes

PERG 9.10.6G01/01/2014

The FCA has also made rules under section 238(5) which allow authorised persons to communicate or approve a financial promotion for an open-ended investment company that is an unregulated collective investment scheme (that is, one that does not fall within PERG 9.10.4 G). The circumstances in which such a communication or approval is allowed are explained in COBS 4.12.4 R535

PERG 9.10.10G28/02/2014

7(1) A person carrying on the regulated activity of establishing, operating or winding up a collective investment scheme that is constituted as an open-ended investment company will need permission for those activities. In line with section 237(2) of the Act (Other definitions), the operator of a collective investment scheme that is an open-ended investment company is the company itself and therefore the starting point for an open-ended investment company that is incorporated

GEN 4.3.1BG01/10/2018

14An example for GEN 4.3.1A G would be where a letter covers business for which the FCA is the competent authority under the IDD10 and under MiFID.

GEN 4.3.2AG01/04/2013

14For a UK domestic firm that is not a PRA-authorised person, the required disclosure in GEN 4 Annex 1 R is "Authorised and regulated by the Financial Conduct Authority".

GEN 4.3.2BG04/10/2013

14For a UK domestic firm that is a PRA-authorised person, the required disclosure in GEN 4 Annex 1AR is "Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the7 Prudential Regulation Authority".

MAR 5.3A.3R03/01/2018

A firm must:(1) have written agreements with all investment firms pursuing a market making strategy on trading venues operated by it (market making agreements);(2) have schemes, appropriate to the nature and scale of a trading venue, to ensure that a sufficient number of investment firms enter into market making 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;(3) monitor

MAR 5.3A.7R03/01/2018

The firm must report the parameters mentioned in MAR 5.3A.6R to the FCA in writing, by electronic mail to an address for the usual supervisory contact of the firm at the FCA, and obtain an electronic confirmation of receipt.[Note: article 48(5) of MiFID]

MAR 5.3A.8R03/01/2018

A firm must have systems and procedures to notify the FCA if:(1) an MTF operated by the firm is material in terms of the liquidity of trading of a financial instrument in the EEA; and(2) trading is halted in that instrument.[Note: article 48(5) of MiFID]

SUP 10C.8.1R10/12/2018

2A person performs the other local responsibility function in relation to a branch maintained in the United Kingdom by an overseas SMCR firm4 if that person: (1) is performing:(a) a function allocated to that person under SYSC 26.3.1R (Main rules)4 in relation to the firm; or (b) FCA-prescribed senior management responsibility (z)4 in the table in SYSC 24.2.6R4 (functions in relation to CASS) allocated to that person under SYSC 24.2 (Allocation of FCA-prescribed senior management

SUP 10C.8.3G10/12/2018

Table: Examples of how the other local responsibility function applies

Example	Comments
(1) ‘A’ is allocated local responsibility for one of a branch’s main business lines. A is also appointed to perform a PRA-designated senior management function for the same branch.	A only needs approval to perform the PRA-designated senior management function.
(2) ‘A’ is outside the branch’s management structure and A’s responsibilities for the branch are limited to setting overall strategy for the branch. A does not have responsibility for implementing that strategy.	A is not performing the other local responsibility function. The reason for this is explained in SYSC 26.8.3G4. SUP 10C.8.1R(2) is irrelevant to this example. 4
(3) A small branch undertakes two business lines (wholesale lending and corporate investments). ‘A’ is head of wholesale lending and is also an executive director of the branch. ‘B’ is head of corporate investments and does not sit on the branch management committee but reports to it on corporate investments. The branch allocates local responsibility for these functions to A and B. Neither A nor B performs any other FCA-designated senior management function or PRA-designated senior management function 4.	A only needs approval to perform the executive director function 4. B needs approval to perform the other local responsibility function. 3
(4) A branch does not have a Head of Internal Audit. ‘P’ is allocated local responsibility for internal audit in relation to that branch.	P needs approval to perform the other local responsibility function. However, if P has already been approved to perform another FCA-designated senior management function or PRA-designated senior management function for that firm 4, then P will not be performing the other local responsibility function.
(5) ‘A’ is appointed to perform the executive director function 4. The same branch also allocates local responsibility for some branch functions to A. 3	A only needs approval to perform the executive director function 4. 3
(6) ‘A’ is approved to perform the other local responsibility function. Later, A is appointed to perform the executive director function 4 for the same firm. 3	A requires approval for the other local responsibility function when A is first appointed. When A is later approved to perform the executive director function 4, A stops performing the other local responsibility function. The firm should use Form E to apply for approval for A to perform the executive director function and to notify the FCA that A is no longer performing the other local responsibility function.4 3 3
(7) ‘A’ is appointed to perform: (a) the compliance oversight function for one firm (Firm X) in a group (which may or may not be an SMCR firm to which the other local responsibility function applies4); and (b) a function coming within the scope of the other local responsibility function for the United Kingdom branch of4 another firm (which is an overseas SMCR firm to which the other local responsibility function applies4) in the same group (Firm Y).	A needs approval to perform the compliance oversight function for Firm X and the other local responsibility function for Firm Y.
(8) ‘A’ is appointed to take on some functions that come within the other local responsibility function. Later, A is appointed as chief risk officer. A is a type of firm for which being chief risk officer is a PRA designated senior management function.4	On A’s first appointment, A will need to be approved to perform the other local responsibility function. On being approved as chief risk officer, A stops performing the other local responsibility function 4.
(9) ‘A’ is appointed as an executive director. A then resigns and takes up a job with the same firm coming within the other local responsibility function 4.	On A’s first appointment, A will need to be approved to perform the executive director function 4. A will need to get approval to perform the other local responsibility function before A takes up their new responsibilities4. 3
Note: Local responsibility is explained in SYSC 26 (Senior managers and certification regime: Overall and local responsibility).4

SUP 10C.8.5G10/12/2018

[deleted] [Editor’s note: The text of this provision has been moved to SUP 10C.8A.3G]4

PERG 6.6.2G01/04/2013

The 'assumption of risk' by the provider is an important descriptive feature of all contracts of insurance. The 'assumption of risk' has the meaning in (1) and (3), derived from the case law in (2) and (4) below. The application of the 'assumption of risk' concept is illustrated in PERG 6.7.2 G (Example 2: disaster recovery business).(1) Case law establishes that the provider's obligation under a contract of insurance is an enforceable obligation to respond (usually, by providing

PERG 6.6.3G01/04/2013

Contracts, under which the amount and timing of the payments made by the recipient make it reasonable to conclude that there is a genuine pre-payment for services to be rendered in response to a future contingency, are unlikely to be regarded as insurance. In general, the FCA expects that this requirement will be satisfied where there is a commercially reasonable and objectively justifiable relationship between the amount of the payment and the cost of providing the contract

PERG 6.6.7G01/04/2013

Under most commercial contracts with a customer, a provider will assume more than one obligation. Some of these may be insurance obligations, others may not. The FCA will apply the principles in PERG 6.5.4 G, in the way described in (1) to (3) to determine whether the contract is a contract of insurance.(1) If a provider undertakes an identifiable and distinct obligation that is, in substance an insurance obligation as described in PERG 6.5.4 G, then, other things being equal,

MAR 5A.5.3R03/01/2018

A firm must:(1) have written agreements with all investment firms pursuing a market making strategy on trading venues operated by it (market making agreements);(2) have schemes, appropriate to the nature and scale of a trading venue, to ensure that a sufficient number of investment firms enter into market making 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; (3) monitor

MAR 5A.5.7R03/01/2018

The firm must report the parameters mentioned in MAR 5A.5.6R to the FCA in writing, by electronic mail to an address for the usual supervisory contact of the firm at the FCA, and obtain an electronic confirmation of receipt.[Note: article 48(5) of MiFID]

MAR 5A.5.8R03/01/2018

A firm must have systems and procedures to notify the FCA if:(1) an OTF operated by it is material in terms of the liquidity of the trading of a financial instrument in the EEA; and(2) trading is halted in that instrument.[Note: article 48(5) of MiFID]

SUP 10C.1.2G10/12/2018

This chapter is also relevant to FCA-approved SMF managers of an SMCR firm5.

SUP 10C.1.5G10/12/2018

(1) 2SUP 10C.1.4R reflects the provisions of section 59(8) of the Act and, where relevant, the Treaty.(2) It preserves the principle of Home State prudential regulation. (3) For an EEA SMCR firm5, the effect is to reserve to the Home State regulator the assessment of fitness and propriety of a person performing a function in the exercise of an EEA right. A member of the governing body, or the notified3UKbranchmanager, of an EEA SMCR firm5, acting in that capacity, will not, therefore,

SUP 10C.1.8G10/12/2018

(1) SUP 10A.1.15R to SUP 10A.1.16DG (Appointed representatives) deal with the approved persons regime for appointed representatives of SMCR firms5. (2) In general this chapter does not apply to appointed representatives of SMCR firms5. SUP 10A applies instead.(3) In theory, a person employed by an appointed representative of an SMCR firm5 could come within one of the controlled functions in this chapter. If so, that person will be performing a senior management function and

FIT 2.1.1G07/03/2016

In determining a person's honesty, integrity and reputation, the FCA5 will have regard to all relevant 3matters including, but not limited to, those set out in FIT 2.1.3 G which may have arisen either in the United Kingdom or elsewhere. The FCA5 should be informed of these matters (see SUP 10A.14.17 R and SUP 10C.14.18R5), but will consider the circumstances only where relevant to the requirements and standards of the regulatory system. For example, under FIT 2.1.3 G(1), conviction

FIT 2.1.2G07/03/2016

In considering the matters in FIT 2.1.1 G, the FCA5 will look at whether the person's reputation might have an adverse impact upon the firm for which the controlled function is or is to be performed and at the person's responsibilities.5

FIT 2.1.3G10/12/2018

The matters referred to in FIT 2.1.1 G to which the FCA5 will have regard, and to which an SMCR firm6 should also have regard, 5include, but are not limited to:55(1) whether the person has been convicted of any criminal offence; this must include, where provided for by the Rehabilitation Exceptions Orders4to2 the Rehabilitation of Offenders Act 1974 or the Rehabilitation of Offenders (Northern Ireland) Order 1978 (as applicable)4, any spent convictions2; particular consideration

MCOB 5.9.1R01/04/2013

(1) 1A firm must, as soon as a customer expresses an interest in becoming a SRB agreement seller, ensure that the 2disclosures and warnings set out in (1A) are 2made to the customer2, both orally and confirmed in writing, and he is given an adequate opportunity to consider them. The firm must not demand or accept any fees, charges or other sums from the customer, or undertake any action that commits the customer in any way to entering into a specific agreement, until:2222(a) 2the

MCOB 5.9.3R01/04/2013

(1) A SRB intermediary2must ensure that, on first making contact with a prospective SRB agreement seller, whether or not he is the firm'scustomer, who is proposing to enter into a regulated sale and rent back agreement with an unauthorised SRB agreement provider, it provides him with the written warning in (2) before he enters into any such agreement.2(2) The warning in (1) is that:(a) the agreement provider is not authorised or regulated by the FCA, and that key protections under

MCOB 5.9.5G01/04/2013

A person may enter into a regulated sale and rent back agreement as agreement provider without being regulated by the FCA (or an exempt person) if the person does not do so by way of business. However, a SRB intermediary should at all times be conscious of its obligations under Principle 6 (Customers' interests). Should the firm have any reason to believe or entertain any suspicions that the SRB agreement seller may be proposing to enter into a regulated sale and rent back agreement

LR 1.4.1R03/07/2016

(1) If it appears to the FCA that there is, or there may be, a breach of the listing rules or the disclosure requirements6 and transparency rules4 by an issuer with a premium listing4, the FCA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules, the disclosure requirements6 and the transparency rules4.4(2) If required to do so under (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the

LR 1.4.3R01/04/2013

A listed overseas company must, if required to do so by the FCA, provide the FCA with a letter from an independent legal adviser explaining why compliance with a requirement referred to in LR 1.4.2 R is contrary to the law in its country of incorporation.

LR 1.4.6R01/04/2013

A document that is required under a listing rule to be filed, notified to a RIS, provided to the FCA or sent to security holders must be in English.

SYSC 4.1.1R03/01/2018

3(1) A firm must have robust governance arrangements, which include a clear organisational structure with well defined, transparent and consistent lines of responsibility, effective processes to identify, manage, monitor and report the risks it is or might be exposed to, and internal control mechanisms, including sound administrative and accounting procedures and effective control and safeguard arrangements for information processing systems.8(2) [deleted]1313[Note: article 74

SYSC 4.1.1FG18/03/2016

19SYSC 18 (Guidance on Public Interest Disclosure Act: Whistleblowing) contains further guidance on the effect of the Public Interest Disclosure Act 1998 in the context of the relationship between firms and the FCA.

SYSC 4.1.8G03/01/2018

The matters dealt with in a business continuity policy should include:(1) resource requirements such as people, systems and other assets, and arrangements for obtaining these resources;(2) the recovery priorities for the firm's operations; (3) communication arrangements for internal and external concerned parties (including the FCA21, clients and the press);(4) escalation and invocation plans that outline the processes for implementing the business continuity plans, together with

SYSC 4.1.9R03/01/2018

A 21management company10 must establish, implement and maintain accounting policies and procedures that enable it, at the request of the FCA20, to deliver in a timely manner to the FCA20 financial reports which reflect a true and fair view of its financial position and which comply with all applicable accounting standards and rules.[Note: 21article 4(4) of the UCITS implementing Directive]10

Related provisions for LR 11.1.1D

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