Related provisions for LR 11.1.1B
361 - 380 of 1114 items.
At least two independent minds should be applied to the formulation and implementation of the policies of a common platform firm, a management company3, a full-scope UK AIFM5 and the UK branch of a third country firm9. Where a firm1 nominates just two individuals to direct its business, the FCA9 will not regard them as both effectively directing the business where one of them makes some, albeit significant, decisions relating to only a few aspects of the business. Each should
Where there are more than two individuals directing the business of a common platform firm, a management company3, a full-scope UK AIFM5 or the UK branch of a third country firm9,1 the FCA9 does not regard it as necessary for all of these individuals to be involved in all decisions relating to the determination of strategy and general direction. However, at least two individuals should be involved in all such decisions. Both individuals' judgement should be engaged so that major
(1) Before an EEA firm (other than7 an EEA firm that has received authorisation under article 18 of the auction regulation)3 exercises an EEA right to provide cross border services into the United Kingdom, the Act requires it to satisfy the service conditions, as set out in paragraph 14 of Part II of Schedule 3 to the Act. 1(2) For the purposes of paragraph 14(1)(b) of Part II of Schedule 3 to the Act, the information to be contained in the regulator's notice has been prescribed
6When the FCA receives a consent notice from the EEA firm'sHome State regulator in respect of a firm within paragraph 5(i) of Part I of Schedule 3 to the Act, it will, under paragraph 14(3ZA), use the information received from the EEA firm'sHome State regulator to enter the necessary information into the Financial Services Register.
An EEA firm (other than an EEA UCITS management company)2 that has satisfied the service conditions in paragraph 14 of Part II of Schedule 3 to the Act is entitled to start providing cross border services into the United Kingdom. In the case of an EEA UCITS management company, FCA9 approval must first be obtained, as explained in SUP 13A.5.3 G (see also SUP 13A.3.1C G).2 However, an EEA firm that wishes to start providing cross border services but has not yet received notification
The FCA1 would not normally seek to gather information using the methods described in SUP 2.3 or SUP 2.4 in a situation where the FCA1 could not have obtained it under the powers in Part XI of the Act (Information Gathering and Investigations). In particular, the limitations in the following sections of the Act are relevant to this chapter:11(1) section 175(5) (Information and documents: supplementary powers) under which no person may be required under Part XI of the Act (Information
When the FCA1 obtains confidential information using the methods of information gathering described in SUP 2.3 or SUP 2.4, it is obliged under Part XXIII of the Act (Public Record, Disclosure of Information and Co-operation) to treat that information as confidential. The FCA1 will not disclose confidential information without lawful authority, for example if an exception applies under the Financial Services and Markets Act 2000 (Disclosure of Confidential Information) Regulations
Section 80 (1) of the Act (general duty of disclosure in listing
particulars) requires listing particulars submitted
to the FCA to contain all such information as investors
and their professional advisers would reasonably require, and reasonably expect
to find there, for the purpose of making an informed assessment of:(1) the assets and liabilities, financial
position, profits and losses, and prospects of the issuer of
the securities; and(2) the rights attaching to the securi
A request to the FCA to authorise the omission of specific
information in a particular case must:(1) be in writing from the issuer;(2) identify the specific information
concerned and the specific reasons for the omission; and(3) state why in the issuer's opinion
one or more of the grounds in section 82 of the Act applies.
(1) An issuer must forward to the FCA, for publication through the document viewing facility, two copies of any document required by LR 17.3 or LR 17.4 at the same time the document is issued.(2) An issuer must notify a RIS as soon as possible when a document has been forwarded to the FCA under paragraph (1) unless the full text of the document is provided to the RIS.(3) A notification made under paragraph (2) must set out where copies of the relevant document can be obtain
(1) An issuer'ssecurities must be admitted to trading on a RIE's market for listed securities at all times.(2) An issuer must inform the FCA in writing without delay if it has:(a) requested a RIE to admit or re-admit any of its listed securities to trading; or(b) requested a RIE to cancel or suspend trading of any of its listed securities; or(c) been informed by a RIE that the trading of any of its listed securities will be cancelled or suspended.
(1) If an issuer prepares both own and consolidated annual accounts it may publish either form provided that the unpublished accounts do not contain any significant additional information.1(2) If the annual accounts do not give a true and fair view of the assets and liabilities, financial position and profits or losses of the issuer or group, additional information must be provided to the satisfaction of the FCA.1(3) An issuer incorporated or established in a non-EEA State which
An issuer must ensure that any circular it issues to holders of its listed securities about proposed amendments to a trust deed includes:(1) an explanation of the effect of the proposed amendments; and(2) either the full terms of the proposed amendments, or a statement that they will be available for inspection:(a) from the date the circular is sent until the close of the relevant general meeting at a place in or near the City of London or such other place as the FCA may determine;
Within the legal constraints that apply, the FCA1 may pass on to a skilled person any information which it considers relevant to the skilled person's function. A skilled person, being a primary recipient under section 348 of the Act (Restrictions on disclosure of confidential information by Authority etc.), is bound by the confidentiality provisions in Part XXIII of the Act (Public record, disclosure of information and cooperation) as regards confidential information received1
2In respect of the appointment of a skilled person under section 166A (Appointment of skilled person to collect and update information) of the Act, a contractual or other requirement imposed on a person to keep any information confidential will not apply if:(1) the information is or may be relevant to anything required to be done as part of the skilled person's appointment under section 166A (Appointment of skilled person to collect and update information) of the Act;(2) a firm
2A firm may provide information that would otherwise be subject to a contractual or other requirement to keep it in confidence if it is provided for the purposes of anything required to be done in respect of the skilled person's collection or updating of information under section 166A (Appointment of skilled person to collect and update information) of the Act.
(1) 1APER does not apply to FCA-approved persons of SMCR firms3. COCON applies instead. 3222(2) However, APER applies to approved persons approved to perform a controlled function under SUP 10A.1.15R to SUP 10A.1.16BR (appointed representatives3) even if the appointed representative'sprincipal is an SMCR firm3.
Table: Examples of what activities APER3 covers
FCA approved |
Coverage of APER3 |
(1) Yes, in relation to firm A |
Applies to the FCA controlled function. Also applies to any other function performed for firm A in relation to the carrying on by firm A of a regulated activity even if it is not a controlled function.3 |
In relation to firm A, the answer is the same as for scenario (1). However, APER does not apply to any function that the approved person carries on in relation to firm B even if that function relates to regulated activities carried out by firm B. However, if the function that they perform3 in relation to firm B is a controlled function the approved person and firm B may be subject to legal sanctions (see SUP 10A.13.1G to SUP 10A.13.2G).3 |
The purpose of this section is to require firms to submit their annual report and accounts, and the annual report and accounts of their mixed activity holding companies, to the FCA online through the appropriate systems accessible from the FCA's website. This information is used in the monitoring of firms both individually and collectively.
A firm in the RAG in column (1) and which is a type of firm in column (2) must submit its annual report and accounts to the FCA annually on a single entity basis.
(1) |
(2) |
|
RAG |
Firm type |
|
1 |
||
2.2 |
The Society |
|
3 |
||
Exempt CAD firms subject to IPRU (INV) Chapter 13 |
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All other firms subject to the following chapters in IPRU(INV): |
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(1) |
Chapter 3 |
|
(2) |
Chapter 5 |
|
(3) |
Chapter 9 |
|
4 |
||
Exempt CAD firms subject to IPRU (INV) Chapter 13 |
||
All other firms subject to the following chapters in IPRU(INV): |
||
(1) |
Chapter 3 |
|
(2) |
Chapter 5 |
|
(3) |
Chapter 9 |
|
(5) |
Chapter 12 |
|
5 |
All firms |
|
6 |
All firms other than firms subject to IPRU (INV) Chapter 13 that are not exempt CAD firms3 |
|
7 |
||
Exempt CAD firms subject to IPRU (INV) Chapter 13 |
||
8 |
All firms other than firms subject to IPRU (INV) Chapter 13 that are not exempt CAD firms3 |
|
A firm in the RAG group in column (1), which is a type of firm in column (2) and whose ultimate parent is a mixed activity holding company must:
- (1)
submit the annual report and accounts of the mixed activity holding company to the FCA annually; and
- (2)
notify the FCA that it is covered by this reporting requirement by email using the email address specified in SUP 16.3.10 G (3), by its accounting reference date.
(1)
(2)
RAG
Firm type
1
3
4
7
A domestic UCITS merger between two or more UCITS schemes, or a cross-border UCITS merger between one or more UCITS schemes which is or are the merging UCITS and one or more EEA UCITS schemes, is permissible provided:(1) it is effected in accordance with the requirements of:(a) the UCITS Regulations 2011, which include the need for the FCA to have made a prior order approving the proposed merger (which may be made subject to (2)); and(b) this chapter; and (2) in the case of a
(1) The requirements and the process which must be followed to give effect to a proposal for a UCITS merger as specified by Chapter VI of the UCITS Directive (see articles 37 to 48) have been implemented in the United Kingdom by the provisions of Part 4 of the UCITS Regulations 2011. The main features of the regime as set out in those provisions include:(a) the different types of merger operation that will be recognised for a UCITS merger;(b) the need for the FCA to give prior
(1) The authorised fund manager of a UCITS scheme that is a merging UCITS or a receiving UCITS in a proposed UCITS merger must ensure that a document containing appropriate and accurate information on the merger is provided to the unitholders of that scheme so as to enable them to:(a) make an informed judgment about the impact of the proposal on their investment;(b) exercise their rights under regulation 12 (Right of redemption) of the UCITS Regulations 2011; and(c) where applicable,
(1) In a domestic UCITS merger, the effective date of the merger will be the date specified by the FCA in its order authorising the proposed merger in accordance with regulation 9 of the UCITS Regulations 2011.(2) For a UCITS scheme which is the receiving UCITS in a cross-border UCITS merger, the effective date of the merger will be the date agreed by the FCA and the merging UCITS'Home State regulator.(3) For a UCITS scheme which is the receiving UCITS in a domestic UCITS merger
Sections 87H and 87I of the Act provide:
Prospectus approved in another EEA State |
||||
87H |
(1) |
A prospectus approved by the competent authority of an EEA State other than the United Kingdom is not an approved prospectus for the purposes of section 85 unless that authority has notified ESMA and provided the competent authority with -3 |
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(a) |
a certificate of approval; |
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(b) |
a copy of the prospectus as approved; and |
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(c) |
if requested by the [FCA], a translation of the summary of the prospectus. |
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(2) |
A document is not a certificate of approval unless it states that the prospectus - |
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(a) |
has been drawn up in accordance with the prospectus directive; and |
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(b) |
has been approved, in accordance with that directive, by the competent authority providing the certificate. |
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(3) |
A document is not a certificate of approval unless it states whether (and, if so, why) the competent authority providing it authorised, in accordance with the prospectus directive, the omission from the prospectus of information which would otherwise have been required to be included. |
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3(3A) |
The competent authority must publish on its website a list of certificates of approval provided to it in accordance with this section. |
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3(3B) |
The list referred to in subsection (3A) must - |
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(a) |
be kept up-to-date; |
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(b) |
retain items on it for a period of at least 12 months; and |
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(c) |
include hyperlinks to any certificate of approval and prospectus published on the website of - |
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(i) |
the competent authority of the EEA State which provided the certificate; |
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(ii) |
the issuer; or |
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(iii) |
the regulated market where admission to trading is sought. |
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(4) |
"Prospectus" includes a supplementary prospectus. |
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Provision of information to host Member State |
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87I |
(1) |
The [FCA] must, if requested to do so, supply the competent authority of a specified EEA State with – |
|
(a) |
a certificate of approval; |
||
(b) |
a copy of the specified prospectus (as approved by the [FCA]); and |
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(c) |
a translation of the summary of the specified prospectus (if the request states that one has been requested by the other competent authority).2 |
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(1A)2 |
If the competent authority supplies a certificate of approval to the competent authority of the specified EEA State, it must also supply a copy of that certificate to - |
||
(a) |
the person who made the request under this section; and |
||
(b) |
ESMA. |
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(2) |
Only the following may make a request under this section – |
||
(a) |
the issuer of the transferable securities to which the specified prospectus relates; |
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(b) |
a person who wishes to offer the transferable securities to which the specified prospectus relates to the public in an EEA State other than (or as well as) the United Kingdom; |
||
(c) |
a person requesting the admission of the transferable securities to which the specified prospectus relates to a regulated market situated or operating in an EEA State other than (or as well as) the United Kingdom. |
||
(3) |
A certificate of approval must state that the prospectus – |
||
(a) |
has been drawn up in accordance with this Part and the prospectus directive; and |
||
(b) |
has been approved, in accordance with those provisions, by the [FCA]. |
||
(4) |
A certificate of approval must state whether (and, if so, why) the [FCA] authorised, in accordance with section 87B, the omission from the prospectus of information which would otherwise have been required to be included. |
||
(5) |
The [FCA] must comply with a request under this section – |
||
(a) |
if the prospectus has been approved before the request is made, within 3 working days beginning with the date the request is received2; or 2 |
||
(b) |
if the request is submitted with an application for the approval of the prospectus, on the first working day after the date on which it approves the prospectus. |
||
(6) |
“Prospectus” includes a supplementary prospectus. |
||
(7) |
“Specified” means specified in a request made for the purposes of this section. |
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(1) This rule applies to a request by a person to the FCA to supply information referred to in section 87I of the Act to the competent authority of a relevant Host State.(2) The request must be in writing and must include:(a) the relevant prospectus as approved (if it has already been approved); and(b) a translation of the summary if required by the competent authority of a relevant host State.4[Note: See PR 3.1.-1EU for the additional requirements where a request is made prior
1Where the FCA believes that a company or partnership to which sections 359(1) and 367(1) of the Act applies is, or is likely to become, unable to pay its debts, the FCA will consider whether it is appropriate to seek an administration order or a compulsory winding up order from the court. The FCA's approach will be in two stages: the first is to consider whether it is appropriate to seek any insolvency order; the second is to consider which insolvency order will meet, or is likely
1In determining whether it is appropriate to seek an insolvency order on this basis, the FCA will consider the facts of each case including, where relevant: (1) whether the company or partnership has taken or is taking steps to deal with its insolvency, including petitioning for its own administration, placing itself in voluntary winding up or proposing to enter into a company voluntary arrangement, and the effectiveness of those steps; (2) whether any consumer or other creditor
1After the FCA has determined that it is appropriate to seek an insolvency order, and there is no moratorium in place under Schedule A1 to the Insolvency Act 1986 (as amended by the Insolvency Act 2000) (hereafter referred to in this chapter as 'the 1986 Act'), it will consider whether this order should be an administration order or a compulsory winding up order.
The FCA anticipates that there will be only a few firms needing to seek approval for an individual to perform the significant management function set out in SUP 10A.9.1R (1). In most firms, those approved for the FCA governing functions, FCA required functions and, where appropriate, the systems and controls function7, are likely to exercise all the significant influence at senior management level.
A proprietary trader undertakes activities with the firm'smoney and has the ability to commit the firm. By virtue of this role, all proprietary traders have potential to be able to exercise significant influence on the firm for the purposes of the definition of significant-influence function. Therefore, it is the FCA's expectation that all firms will assess all their proprietary traders to ascertain the ones for whom approval is required.
The question may arise whether a manager who is based overseas will be performing the significant management function under SUP 10A.9.9 R and should, therefore, be an FCA-approved person. This is especially true where the firm operates matrix management. The fact there is a person performing the apportionment and oversight function, and who has responsibility for activities subject to regulation by the FCA, may have a bearing on this. It is a factor to take into account when assessing
1When it considers how it should deal with a concern about a firm, the FCA will have regard to its statutory objectives and the range of regulatory tools that are available to it. It will also have regard to: (1) the responsibilities of a firm's management to deal with concerns about the firm or about the way its business is being or has been run; and (2) the principle that a restriction imposed on a firm should be proportionate to the objectives the FCA is seeking to achieve.
1In the course of its supervision and monitoring of a firm or as part of an enforcement action, the FCA may make it clear that it expects the firm to take certain steps to meet regulatory requirements. In the vast majority of cases the FCA will seek to agree with a firm those steps the firm must take to address the FCA’s concerns. However, where the FCA considers it appropriate to do so, it will exercise its formal powers under sections 55J or 55L of the Act to vary a firm's
1Examples of circumstances in which the FCA will consider varying a firm'sPart 4A permission because it has serious concerns about a firm, or about the way its business is being or has been conducted include where: (1) in relation to the grounds for exercising the power under section 55J(1)(a) or section 55L(2)(a) of the Act, the firm appears to be failing, or appears likely to fail, to satisfy the threshold conditions relating to one or more, or all, of its regulated activities,
The purpose of this section is to direct CBTL firms in relation to:the information that they must provide to the FCA on their CBTL business and their compliance with requirements imposed by Schedule 2 to the MCD Order; andthe time at which, and the manner and form in which, they must provide that information.[Note: article 18(1)(c) of the MCD Order]
(1) A CBTL firm must submit a duly completed consumer buy-to-let return to the FCA.(2) The return referred to in (1) must be submitted:(a) in the format set out in SUP 16 Annex 39AD; guidance notes for the completion of the return are set out in SUP 16 Annex 39BG;(b) online through the appropriate systems accessible from the FCA’s website; and(c) within 30 business days following the end of the reporting period.(3) The reporting period is the four calendar quarters beginning on
1The FCA recognises that the use of its powers to disqualify auditors and actuaries will have serious consequences for the auditors or actuaries concerned and their clients; it will therefore exercise its power to impose a disqualification in a way that is proportionate to the particular breach of duty concerned. The FCA will consider the seriousness of the breach of duty when deciding whether to exercise its power to disqualify and the scope of any disqualification.
1Actuaries appointed by firms under rule 4.3.1 of the FCA's Supervision Manual are approved persons and as such will be subject to APER or COCON, as applicable2. When deciding whether to exercise its power to disqualify an actuary who is an approved person, the FCA will consider whether the particular breach of duty can be adequately addressed by the exercise of its disciplinary powers in relation to approved persons.
1In cases where the nature of the breach of duties imposed on the auditors and actuaries under the Act (and/or in the case of actuaries imposed by trust scheme
rules or contractual scheme rules) is such that the FCA has concerns about the fitness and propriety of an individual auditor or actuary, the FCA will consider whether it is appropriate to make a prohibition order instead of, or in addition to, disqualifying the individual.
A firm wishing to include a qualifying subordinated loan in its calculation of liquid capital must:(a) provide the FCA with a copy of the agreement not less than 10 business days before the loan is to be made; and(b) certify to the FCA that the loan agreement complies with the FCA'sprescribed subordinated loan agreement.
1An applicant applying for admission to listing by way of a block listing must submit in final form, at least two business days before the FCA is to consider the application, a completed Application for Admission of Securities to the Official List. An application in respect of multiple schemes must identify the schemes but need not set out separate block listing amounts for each scheme.1Note: The Application for Admission of Securities to the Official List form can be found on
(1) An applicant applying for admission to listing by way of a block listing must notify an RIS of the number and type of securities that are the subject of the block listing application and the circumstances of their issue.(2) The notification in paragraph (1) must be made by 9 a.m. on the day the FCA is to consider the application.
Every six months the applicant must notify a RIS of the details of the number of securities covered by the block listing which have been allotted in the previous six months, using the Block Listing Six Monthly Return.1Note: A copy of the Block Listing Six Monthly Return can be found on the UKLA section of the FCA website.
So-called 'mortgage clubs' or 'wholesalers' essentially act as a distribution function for lenders, providing information to intermediaries about current deals available from a range of lenders. They provide information (often through an electronic sourcing system) in a way that helps intermediaries search the market effectively and, as such, do not deal directly with individual borrowers. If only engaged in these activities and without direct contact with individual borrowers,
So-called 'mortgage packaging companies' may undertake certain parts of the mortgage process for lenders on an outsourced basis, ensuring that a complete set of documentation is collated and sent to the lender. This might include receiving application forms from intermediaries, undertaking credit reference checks and instructing a valuer. Other activities might include a product placement service for other intermediaries who provide product advice or recommendations to their clients.
The term 'broker packagers' is typically used to describe intermediaries who either market their services directly to borrowers or who offer other intermediaries a complete mortgage outsourcing service. They are often involved in the sales and advice process, including helping the borrower complete application forms. In the FCA's view, broker packagers carrying on these types of activity in direct contact with the borrower are likely to be carrying on the regulated activities
For the purpose of article 282(6) of the EU CRR (Hedging sets), a firm must apply the CCR Mark-to-market method as set out in Part Three, Title II, Chapter 6, Section 3 (Mark-to-market method) of the EU CRR to:(1) transactions with non-linear risk profile; or(2) payment legs and transactions with debt instruments as underlying;for which it cannot determine the delta or the modified duration, as the case may be, using an internal model approved by the FCA under Part Three Title
(1) This guidance sets out the FCA's expectations for granting permission to a firm to use its own one-sided credit valuation adjustment internal models (an "internal CVA model") for the purpose of estimating the maturity factor "M", as proposed under article 162(2)(h) of the EU CRR (Maturity).(2) In the context of counterparty credit risk, the maturity factor "M" is intended to increase the own funds requirements to reflect potential higher risks associated with medium and long-term
(1) This guidance sets out the FCA's expectations for permitting a firm with the permission to use the Internal Model Method set out in Part Three, Title II, Chapter 6, Section 6 (Internal model method) and the permission to use an internal VaR model for specific risk set out in Part Three, Title IV, Chapter 5 (Use of internal models) associated with traded debt instruments to set to 1 the maturity factor "M" defined in article 162 of the EU CRR.(2) In the context of counterparty
13The FCA performs part of its supervision work by reviewing and analysing information about firms' records of compliance with the requirements and standards under the regulatory system. The type of report the FCA requires will vary, depending on the type of business a firm undertakes. This information helps the FCA to determine whether a firm is complying with the requirements applicable to its business, and what procedures it is operating to ensure its compliance.
(1) [deleted]101313(1A) The breach report from a depositary of an authorised fund to the FCA must include, for each authorised fund for which it is a depositary:10(a) details of all breaches of COLL or FUND, which came to the depositary’s attention or which were reported to the depositary by the authorised fund manager, during the previous month;10(b) details of any changes to the reported details of an existing breach, whether reported under SUP 16.6.8R(1A) or otherwise;10(c)
(1) 10A depositary must submit its breach report under SUP 16.6.8R(1A) using the form REP011 in SUP 16 Annex 12AR.(2) A depositary must submit its oversight report under SUP 16.6.8R(1B) using the form REP012 in SUP 16 Annex 12AR.(3) A depositary must submit the forms in SUP 16 Annex 12AR:(a) online through the appropriate systems accessible from the FCA’s website; or (b) if the appropriate systems are unavailable, via email to fundsupervision@fca.org.uk.