Related provisions for SUP 9.2.4

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EG 19.28.1RP
1The Referral Fees Regulations give the FCA investigation and sanctioning powers in relation to the contravention of the rules against referral fees contained in sections 56 to 60 of the Legal Aid, Sentencing and Punishment of Offenders Act 2012 (the LASPO Act), as well as the contravention of requirements imposed by, or under, the Referral Fees Regulations.
EG 19.28.2RP
1The FCA's approach to taking enforcement action under the Referral Fees Regulations will mirror its general approach to enforcing the Act, as set out in EG 2. It will seek to exercise its enforcement powers in a manner that is transparent, proportionate and responsive to the issue and consistent with its publicly stated policies. It will also seek to ensure fair treatment when exercising its enforcement powers. Finally, it will aim to change the behaviour of the person who
EG 19.28.3RP
1The Referral Fees Regulations, for the most part, mirror the FCA's investigative and sanctioning powers under the Act. The FCA has adopted procedures and policies for the use of those powers that are akin to those it has under the Act. Key features of the FCA's approach are described below.
EG 19.28.5RP
1The FCA will notify the subject of the investigation that it has appointed investigators to carry out an investigation under the Referral Fees Regulations and the reasons for the appointment, unless notification is likely to result in the investigation being frustrated. In most cases, the FCA expects to carry out a scoping visit early on in the enforcement process. The FCA's policy in civil investigations under the Referral Fees Regulations is to use powers
EG 19.28.6RP
1The RDC is the FCA's decision maker for decisions which require warning notices or decision notices to be given under the Referral Fees Regulations, as set out in DEPP 2 Annex 1G. The RDC will make its decisions following the procedure set out in DEPP 3.2 or, where appropriate, DEPP 3.3.
EG 19.28.7RP
1The Referral Fees Regulations do not require the FCA to publish procedures to commence criminal prosecutions. However, the FCA will normally follow its equivalent decision-making procedures for similar decisions under the Act, as set out in EG 12.
EG 19.28.8RP
1The Referral Fees Regulations do not require the FCA to publish procedures to apply to the court for an injunction or restitution order. However, the FCA will normally follow its equivalent decision-making procedures for similar decisions under the Act, as set out in EG 10 and EG 11.
EG 19.28.9RP
1The Referral Fees Regulations apply sections 393 and 394 of the Act to warning notices and decision notices given under the Referral Fees Regulations and so require the FCA to give third party rights and to give access to material.
EG 19.28.11RP
1When determining whether to take action to impose a penalty or to issue a public censure under the Referral Fees Regulations, the FCA's policy includes having regard to the relevant factors in DEPP 6.2 and DEPP 6.4. When determining the level of financial penalty, the FCA's policy includes having regard to the relevant principles and factors in DEPP 6.5 to 6.5B, DEPP 6.5D and DEPP 6.7.
EG 19.28.12RP
1As with cases under the Act, the FCA may settle or mediate appropriate cases involving civil breaches of the Referral Fees Regulations to assist it to exercise its functions. DEPP 5, DEPP 6.7 and EG 5 set out information on the FCA's settlement process and the settlement discount scheme.
EG 19.28.13RP
1When determining whether to take action to impose a suspension or restriction under the Referral Fees Regulations, the FCA's policy includes having regard to the relevant factors in DEPP 6A.2 and 6A.4. When determining the length of the period of suspension or restriction, the FCA's policy includes having regard to the relevant principles and factors in DEPP 6A.3. However, the FCA does not have the power to suspend an authorised person’spermission under the Referral Fees Regulations.
EG 19.28.14RP
1The FCA will apply the approach to publicity that is outlined in EG 6.
SUP 10A.14.1GRP
An FCA-approved person's job may change from time to time as a result, for instance, of a change in personal job responsibilities or a firm'sregulated activities. Where the changes will involve the person performing one or more FCA controlled functions different from those for which approval has already been granted, then an application must be made to the FCA for approval for the person to perform those FCA controlled functions. The firm must take reasonable care to ensure that
SUP 10A.14.2GRP
If:7(1) a firm is applying for approval for someone to perform a controlled function under this chapter; and 7(2) that person is also ceasing to perform FCA controlled functions or a PRA controlled function in relation to the same firm or in relation to a firm in the same group;7the firm should generally use Form E. Further details can be found in SUP 10A.14.4D.75555
SUP 10A.14.6GRP
If it is proposed that an FCA-approved person will no longer be performing an FCA controlled function under an arrangement entered into by the appointed representative of one principal7, but will be performing the same or a different FCA controlled function under an arrangement entered into by the appointed representative of a new principal7, the new principal7 will be required to make a fresh application for the performance of the FCA controlled function by that person. This
SUP 10A.14.7GRP
[deleted]5
SUP 10A.14.8RRP
(1) A firm must submit to the FCA a completed Form C (SUP 10C Annex 5R)5 no later than ten4 business days after an FCA-approved person permanently8 ceases to perform an FCA controlled function.2(2) If:2(a) the firm is also making an application for approval for that approved person to perform a controlled function in relation to7 the same firm or to a firm in the same7group; and2(b) ceasing to perform the FCA controlled function in (1) has triggered a requirement to make that
SUP 10A.14.10RRP
(1) A firm must notify the FCA as soon as practicable after it becomes aware, or has information which reasonably suggests, that it will submit a qualified Form C in respect of an FCA-approved person.(2) Form C is qualified if the information it contains:(a) relates to the fact that the firm or the appointed representative7 has dismissed, or suspended, the FCA-approved person from its employment; or(b) relates to the resignation by the FCA-approved person while under investigation
SUP 10A.14.11GRP
Notification under SUP 10A.14.10 R may be made by telephone, email or fax and should be made, where possible, within one business day of the firm becoming aware of the information. If the firm does not submit Form C, it should inform the FCA in due course of the reason. This could be done using Form D, if appropriate.
SUP 10A.14.12GRP
A firm is responsible for notifying the FCA if any FCA-approved person has permanently8 ceased to perform an FCA controlled function under an arrangement entered into by its appointed representative or former appointed representative or where any such FCA-approved person is temporarily absent8.
SUP 10A.14.13GRP
A firm can submit Form C or Form E 6to the FCA in advance of the cessation date. When a person ceases the arrangement under which they perform4 an FCA controlled function, they4 will automatically cease to be an FCA-approved person in relation to that FCA controlled function. A person can only be an FCA-approved person in relation to a specific FCA controlled function. Therefore, a person is not an FCA-approved person during any period between ceasing to perform one FCA controlled
SUP 10A.14.15RRP
If an FCA-approved person's title, name or national insurance number changes, the authorised approved person employer7 must notify the FCA on Form D (SUP 10C Annex 6R)5 of that change within seven business days of the firm becoming aware of the matter.
SUP 10A.14.16GRP
The duty to notify in SUP 10A.14.15 R does not apply to changes to an FCA-approved person's private address.
SUP 10A.14.17RRP
If a firm becomes aware of information which would reasonably be material to the assessment of an FCA-approved person's, or a FCA candidate's, fitness and propriety (see FIT), it must inform the FCA on Form D, or (if it is more practical to do so and with the prior agreement of the FCA) by e-mail or fax, as soon as practicable.
SUP 10A.14.19GRP
Failing to disclose relevant information to the FCA may be a criminal offence under section 398 of the Act.
SUP 10A.14.21GRP
(1) If, in relation to a firm which has completed the relevant Form A (SUP 10C Annex 3D7), any of the details relating to arrangements and FCA controlled functions are to change, the firm must notify the FCA on Form D (SUP 10C Annex 6R5). (2) The notification under (1) must be made as soon as reasonably practicable after the firm becomes aware of the proposed change.(3) This also applies in relation to an FCA controlled function for which an application was made using Form E.(4)
SUP 10A.14.23GRP
An example of where a firm should use Form D is when an individual who is appointed by one appointed representative becomes employed by another appointed representative but continues to perform the customer function for the firm. The firm should notify the FCA by completing Section 1.07 of Form D.
REC 2A.4.1GRP
3Under regulation 5A (Power to impose civil penalties) of the RAP Regulations, where the FCA considers that a RAP has contravened any requirement in regulations 17, 18(8), 19(1) or (2), or 37 of the UK auctioning regulations, the FCA has the power to impose a civil penalty on that RAP.
REC 2A.4.2GRP
3Where the FCA is entitled to impose a penalty on a RAP, it may instead publish a statement censuring it.
REC 2A.4.4GRP
3The power in regulation 5A of the RAP Regulations to impose a civil penalty or publish a statement adds to the FCA's other supervisory powers in relation to RAPs (see REC 4) and its power to impose penalties on a RAP under the Money Laundering Regulations. The FCA will use this power under the RAP Regulations where it is appropriate to do so and with regard to the relevant factors listed in DEPP 6.2.1G. In deciding between a civil penalty or a public statement, the FCA will also
REC 2A.4.5GRP
3The FCA will notify the subject of the investigation that it has appointed officers to carry out an investigation under either or both the RAP Regulations or the Money Laundering Regulations and the reasons for the appointment, unless notification is likely to prejudice the investigation or otherwise result in it being frustrated. The FCA expects to carry out a scoping visit early on in the enforcement process in most cases.
REC 2A.4.6GRP
3Where the FCA uses the power to impose a penalty, it will be for an amount that is effective, proportionate and dissuasive and with regard to relevant factors listed in DEPP 6.5 to DEPP 6.5D in determining the appropriate level of financial penalty.
REC 2A.4.7GRP
3The FCA will also have regard to whether the person followed any of the FCA’s guidance and will not take action under regulation 5A of the RAP Regulations where there are reasonable grounds for it to be satisfied that the person took all reasonable steps and exercised all due diligence to ensure that the requirement was complied with.
REC 2A.4.8GRP
3When the FCA proposes or decides to take action against a RAP in exercise of its power in regulation 5A of the RAP Regulations, it must give the RAP a warning notice or a decision notice respectively. Those notices must state the amount of the penalty or set out the terms of the statement, as applicable. On receiving a warning notice, the RAP has a right to make representations on the FCA’s proposed decision.
REC 2A.4.9GRP
3Where the FCA is proposing or deciding to publish a statement censuring a RAP or impose a penalty on the RAP under regulation 5A of the RAP Regulations, the FCA’s decision maker will be the RDC. This is to ensure that the FCA’s power to censure or impose a penalty on a RAP has the same layer of separation in the decision-making process, and is exercised consistently with, similar penalty and censure powers of the FCA under other legislation. The RDC will make its decisions following
REC 2A.4.10GRP
3Sections 393 and 394 of the Act apply to notices referred to in this section. See DEPP 2.4 (Third party rights and access to FCA material).
REC 2A.4.11GRP
3As with cases under the Act, the FCA may settle or mediate appropriate cases to assist it to exercise its functions in the most efficient and economic way. The settlement discount scheme set out in DEPP 6.7 applies to penalties imposed under the RAP Regulations.
REC 2A.4.12GRP
3The FCA will apply the approach to publicity that it has outlined in EG 6.
FEES 4.4.1RRP
A firm (other than the Society12) must notify to the FCA (in its own capacity and, if applicable, in its capacity as collection agent for the PRA) the value (as at the valuation date specified in Part 5 of FEES 4 Annex 1AR6) of each element of business on which the periodic fee payable by the firm is to be calculated.888515
FEES 4.4.2RRP
A firm (other than the Society) must send to the FCA (in its own capacity and, if applicable, in its capacity as collection agent for the PRA)15 in writing the information required under FEES 4.4.1 R as soon as reasonably practicable, and in any event within two months, after the date specified as the valuation date in Part 5 of FEES 4 Annex 1AR in relation to 9 fees payable to the FCA6 (or FEES 4.2.7B R where applicable) unless FEES 4.4.2AR applies9.15151527
FEES 4.4.4GRP
In most cases a firm will provide the information required by this section as part of its compliance with the provisions of SUP. To the extent that the FCA6 does not obtain sufficient, or sufficiently detailed, information it 6 may seek this by using the general information gathering powers (see SUP 2 (Information gathering by the FCA or PRA6 on its own initiative)).14141414141414
FEES 4.4.7DRP
3A fee-paying payment service provider and a fee-paying electronic money issuer4 must notify to the FCA the value (as at the valuation date specified in Part 4 of FEES 4 Annex 11) of each element of business on which the periodic fee (other than a flat fee)4 payable by the firm under 1 R4 is to be calculated, including any payment services carried on by its agents from an establishment in the United Kingdom. 4
FEES 4.4.8DRP
3A firm4 must send to the FCA in writing the information required under FEES 4.4.7 D as soon as reasonably practicable, and in any event within two months, after the date specified as the valuation date in Part 4 of FEES 4 Annex 11.
FEES 4.4.9DRP
3To the extent that a firm4 has provided the information required by FEES 4.4.7 D to the FCA as part of its compliance with another provision of the Handbook, it is deemed to have complied with the provisions of that direction.444
PERG 6.7.2GRP
The disaster recovery provider sets up and maintains a range of IT and related facilities (PABX etc). The disaster recovery contracts so far considered by the FCA give the recipient, subject to certain conditions including an up front payment, priority access to all or a specified part of these facilities if a 'disaster' causes the failure of a similar business system on which the recipient relies. The provider sells access to the same facilities to a number of different recipients,
PERG 6.7.4GRP
However, the disaster recovery contracts considered by the FCA had two key features.(1) Priority access to facilities in the event of a disaster was expressed to be on a 'first come, first served' basis. The contracts provided expressly that if the facilities needed by recipient A were already in use, following an earlier invocation by recipient B, the provider's obligation to recipient A was reduced to no more than an obligation of 'best endeavours' to meet A's requirements.
PERG 6.7.5GRP
Based on these features, the FCA reached the conclusion, with which the other terms of the contracts were consistent (PERG 6.6.8 G (3)), that these disaster recovery contracts were not contracts of insurance.
PERG 6.7.6GRP
An important part of the conclusion in PERG 6.7.5 G was that, although the provider assumed a risk at the outset of the contract, looking at the contract as a whole and interpreting the common law in the context of the FCA objectives (see PERG 6.5.2 G and PERG 6.5.3 G) there was no relevant assumption of risk.(1) The presence or absence of an assumption of risk is an important part of the statutory rationale for the prudential regulation of insurance.(2) In Medical Defence Union
PERG 6.7.8GRP
Notwithstanding PERG 6.7.7 G, the FCA's view is that an obligation that is of the same nature as a seller's or supplier's usual obligations as regards the quality of the goods or services is unlikely to be an insurance obligation in substance.
PERG 6.7.9GRP
The FCA is unlikely to classify a contract containing a simple manufacturer's or retailer's warranty as a contract of insurance, if the FCA is satisfied that the warranty does no more that crystallise or recognise obligations that are of the same nature as a seller's or supplier's usual obligations as regards the quality of the goods or services.
PERG 6.7.11GRP
It follows from PERG 6.7.10 G that the FCA is unlikely to be satisfied that an obligation in a contract of sale or supply is of the same nature as the seller's or supplier's usual obligations as regards the quality of goods or services, if that obligation has one or more of the following features:(1) it is assumed by a person other than the seller or supplier (a 'third party'); or(2) it is significantly more extensive in content, scope or duration than a seller's usual obligations
PERG 6.7.12GRP
Other things being equal, the FCA is likely to classify a contract of sale containing a warranty that has one or more of the features in PERG 6.7.11 G as a contract of insurance. The features in PERG 6.7.11 G (1) and (2) typically distinguish a 'third party' warranty and an 'extended warranty' from a 'simple' manufacturer's or retailer's warranty.
PERG 6.7.13GRP
If a warranty is provided by a third party, the FCA will usually treat this as conclusive of the fact that there are different transactions and an assumption or transfer of risk. This conclusion would not usually depend on whether the provider is (or is not) a part of the same group of companies as the manufacturer or retailer. But it will be the third party (who assumes the risk) that is potentially effecting a contract of insurance.
PERG 6.7.14GRP
A manufacturer or retailer may undertake a warranty obligation to his customer in a separate contract with the customer, distinct from the contract of sale or supply of goods or services. The FCA will examine the separate contract to see if it is a contract of insurance. But the mere existence of a separate warranty contract is unlikely to be conclusive by itself.
PERG 6.7.15GRP
A manufacturer or retailer may undertake an obligation to ensure that the customer becomes a party to a separate contract of insurance in respect of the goods sold. This would include, for example, a contract for the sale of a freezer, with a simple warranty in relation to the quality of the freezer, but also providing insurance (underwritten by an insurer and in respect of which the customer is the policyholder) covering loss of frozen food if the freezer fails. The FCA is unlikely
PERG 6.7.16GRP
The FCA distinguishes the contract in PERG 6.7.15 G from a contract under which the manufacturer or retailer assumes the obligation to provide the customer with an indemnity against loss or damage if the freezer fails, but takes out insurance to cover the cost of having to provide the indemnity to the customer. The obligation to indemnify is of a different nature from the seller's or supplier's usual obligations as regards the quality of goods or services and is an insurance obligation.
PERG 6.7.17GRP
The following are examples of typical warranty schemes operated by motor dealers. Provided that, in each case, the FCA is satisfied that the obligations assumed by the dealer are not significantly more extensive in content, scope or duration that a dealer's usual obligations as to the quality of motor vehicles of that kind, the FCA would not usually classify the contracts embodying these transactions as contracts of insurance.(1) The dealer gives a verbal undertaking to the purchaser
PERG 6.7.19GRP
Some providers argued that these schemes amount to nothing more than a 'manufacturer's warranty' of their own work, within the scope of PERG 6.7.7 G (Example 3: manufacturers' and retailers' warranties). However, HM Revenue and Customs is expected to make a significant number of random checks of self-assessment forms, irrespective of the quality of the work done by the provider. These random checks are also covered by the schemes. The FCA concluded, therefore, that these schemes
PERG 6.7.21GRP
If, however, a contract of this kind were structured so that the recipient was charged at a commercial rate for any legal services in fact provided, the FCA's approach will be to treat the arrangement as non-insurance. This is principally because, by taking on obligations of this kind, the provider does not assume a relevant risk (see PERG 6.7.6 G). The position might be different if the solicitor carries the additional obligation to pay for alternative legal services to be provided
SUP 5.3.1GRP
The appointment of a skilled person to produce a report under section 166 of the Act (Reports by skilled persons) is one of the FCA's5 regulatory tools. The tool may be used:66(1) for diagnostic purposes, to identify, assess and measure risks; (2) for monitoring purposes, to track the development of identified risks, wherever these arise;(3) in the context of preventative action, to limit or reduce identified risks and so prevent them from crystallising or increasing; and (4)
SUP 5.3.2GRP
The decision by the FCA5 to require a report by a skilled person under section 166 of the Act5 (Reports by skilled persons) 6will normally be prompted by a specific requirement for information, analysis of information, assessment of a situation,4 expert advice or recommendations or by a decision to seek assurance in relation to a regulatory return4. It may4 be part of the risk mitigation programme applicable to a firm, or the result of an event or development relating or relevant
SUP 5.3.2AGRP
6The decision by the FCA5 to require the collection or updating of information by a skilled person under section 166A of the Act (Appointment of skilled person to collect and update information) will be prompted where the FCA5 considers there has been a breach of a requirement by a firm to collect, and keep up to date, information of a description specified in the FCA's5rules.
SUP 5.3.3GRP
When making the decision to require a report by a skilled person under section 166 (Reports by skilled persons) or the collection or updating of information by a skilled person under section 166A (Appointment of skilled person to collect and update information) of the Act, the FCA5 will have regard, on a case-by-case basis, to all relevant factors. Those are likely to include:66(1) circumstances relating to the firm;(2) alternative tools available, including other statutory powers;(3)
SUP 5.3.4GRP
The FCA5 will have regard to circumstances relating to the firm, for example:66(1) attitude of the firm: whether the firm is being cooperative;(2) history of similar issues: whether similar issues have arisen in the past and, if so, whether timely corrective action was taken;(3) quality of a firm's systems and records: whether the FCA5 has confidence that the firm has the ability to provide the required information;66(4) objectivity: whether the FCA5 has confidence in the firm's
SUP 5.3.5GRP
The FCA5 will have regard to alternative tools that may be available, including for example:66(1) obtaining what is required without using specific statutory powers (for example, by a visit by staff5 of the FCA5 or a request for information on an informal basis); 66(2) requiring information from firms and others, including authorising an agent to require information, under section 165 of the Act (Power6 to require information);6(3) appointing investigators to carry out general
SUP 5.3.6GRP
The FCA5 will have regard to legal and procedural considerations including:66(1) statutory powers: whether one of the other available statutory powers is more appropriate for the purpose than the power in section 166 (Reports by skilled persons) or section 166A (Appointment of skilled person to collect and update information) of the Act;66(2) subsequent proceedings: whether it is desirable to obtain an authoritative and independent report for use in any subsequent proceedings;
SUP 5.3.7GRP
The FCA5 will have regard to the objectives of its enquiries, and the relative effectiveness of its available powers to achieve those objectives. For example:66(1) historic information or evidence: if the objectives are limited to gathering historic information, or evidence for determining whether enforcement action may be appropriate, the FCA's5 information gathering and investigation powers under sections 165 (Power to require information), 167 (Appointment of investigator
SUP 5.3.8GRP
In accordance with its general policy the FCA5 will have regard to the question of cost, which is particularly pertinent in relation to skilled persons because:66(1) if the FCA5 uses the section 166 power (Reports by skilled persons) or the section 166A power (Appointment of skilled person to collect and update information), either 6the firm will appoint, and will have to pay for the services of, the skilled person, or the FCA5 will appoint, and will require under FEES 3.2.7
SUP 5.3.9GRP
In having regard to the cost implications of using the section 166 power (Reports by skilled persons) or the section 166A power (Appointment of skilled person to collect and update information) 6alternative options (such as visits) or other powers, the FCA5 will take into account relevant factors, including:66(1) whether the firm may derive some benefit from the work carried out and recommendations made by the skilled person, for instance a better understanding of its business
SUP 5.3.10GRP
The FCA5 will have regard to FCA5-related considerations including:6666(1) FCA5 expertise: whether the FCA5 has the necessary expertise; and6666(2) FCA5 resources: whether the resources required to produce a report or to make enquiries or to appoint a skilled person itself6 are available within the FCA5, or whether the exercise will be the best use of the FCA's5 resources at the time.666666
SUP 15.14.3DRP
A full credit institution to which regulation 105 of the Payment Services Regulations applies must notify the FCA if it refuses a request for access to payment account services from:(1) a person falling within paragraphs (1)(a) to (e) (excluding (1)(d)) of the Glossary definition of payment service provider; or(2) an applicant for authorisation or registration as such a payment service provider.
SUP 15.14.6DRP
Unless the FCA directs otherwise, a notification required by regulation 105(3) of the Payment Services Regulations and SUP 15.14.3D must be submitted by the full credit institution to the FCA: (1) in the form specified in SUP 15 Annex 9D; (2) by electronic means made available by the FCA; and(3) at the same time as it informs the person referred to in SUP 15.14.3D(1) or (2) of its refusal.
SUP 15.14.8GRP
The direction in SUP 15.14.6D will not apply if the FCA gives a different direction to a specific credit institution, in the light of the particular circumstances surrounding a refusal of access to payment account services, about how to notify the FCA. The FCA is likely to be minded to do so where a credit institution decides to withdraw access to a large number of persons falling within paragraphs (1)(a) to (e) (excluding (1)(d)) of the Glossary definition of payment service
SUP 15.14.9GRP
Credit institutions are reminded of the general notification requirements in SUP 15.3, including the obligation to notify the FCA as soon as they become aware of any matter (including a matter which may occur in the foreseeable future) which could affect their ability to continue to provide adequate services to their customers and which could result in serious detriment to a customer of the credit institution (SUP 15.3.1R(3)).
SUP 15.14.10DRP
An account servicing payment service provider to which regulation 71(8)(c) of the Payment Services Regulations applies must notify the FCA if it denies an account information service provider or a payment initiation service provider access to a payment account under regulation 71(7).
SUP 15.14.12DRP
A notification required by regulation 71(8)(c) of the Payment Services Regulations and SUP 15.14.10D must be submitted by the account servicing payment service provider to the FCA: (1) in the form specified in SUP 15 Annex 10(2) by electronic means made available by the FCA; and (3) immediately after the first occasion on which it denies the account information service provider or the payment initiation service provider in question access to a payment account.
SUP 15.14.14GRP
Where an account servicing payment service provider has already submitted a notification in accordance with regulation 71(8)(c) of the Payment Services Regulations and SUP 15.14.10D and continues to deny access to a payment account, it is not required to notify the FCA of a consecutive denial of access that happens after the original notification was sent if it: (1) is in respect of the same account information service provider or payment initiation service provider; and(2) arises
SUP 15.14.15DRP
An account servicing payment service provider that has previously submitted a notification in accordance with regulation 71(8)(c) of the Payment Services Regulations and SUP 15.14.10D must notify the FCA if it subsequently restores access to the payment account for the account information service provider or payment initiation service provider that was the subject of the original notification, unless it indicated in the first notification that it intended to immediately restore
SUP 15.14.16DRP
A notification required under SUP 15.14.15D must be submitted by the account servicing payment service provider to the FCA:(1) in the form specified in SUP 15 Annex 10; (2) by electronic means made available by the FCA; and (3) immediately after it restores access to the payment account(s) for the account information service provider or payment initiation service provider.
SUP 15.14.18GRP
Regulation 99(1) of the Payment Services Regulations provides that, if a payment service provider becomes aware of a major operational or security incident, the payment service provider must, without undue delay, notify the FCA. The purpose of this section is to direct the form and manner in which such notifications must made and the information they must contain, in exercise of the power in regulation 100(2) of the Payment Services Regulations.
SUP 15.14.19GRP
The EBA has issued Guidelines on incident reporting under the Payment Services Directive that specify the criteria a payment service provider should use to assess whether an operational or security incident is major and needs to be reported to the FCA. These Guidelines also specify the format for the notification and the procedures the payment service provider should follow.
SUP 15.14.21DRP
In particular, a notification required by regulation 99(1) of the Payment Services Regulations must be submitted by the payment service provider to the FCA:(1) within the timescales and at the frequencies specified in the EBA’s Guidelines on incident reporting under the Payment Services Directive (EBA/GL/2017/10)3;(2) in writing on the form specified in SUP 15 Annex 11D; and(3) by such electronic means as the FCA may specify.
SUP 15.14.23GRP
Where the electronic means of submission of notifications is known not to be available or operated at the time the incident is first detected, the notification should be sent to the FCA as soon as the electronic means of submission becomes available and operational again. Unless the FCA has informed a specific payment service provider that electronic means of submission are also available to it and operated at other times, the electronic means of submission are available and operated
SUP 15.14.26GRP
Payment service providers are reminded that regulation 142 of the Payment Services Regulations (Misleading the FCA or the Payment Systems Regulator) makes it an offence for a person to knowingly or recklessly provide the FCA with information which is false or misleading in a material particular in purported compliance with the directions given in this section or any other requirement imposed by or under the Payment Services Regulations.
SUP 15.14.28GRP
The Financial Services and Markets Act 2000 (Service of Notices) Regulations 2001 (SI 2001/1420) contain provisions relating to the service of documents on the FCA. They do not apply to notifications required under this section because of the specific directions given in this section.
LR 5.6.5GRP
For the purpose of LR 5.6.4R (2), the FCA considers that the following factors are indicators of a fundamental change:(1) the extent to which the transaction will change the strategic direction or nature of its business; or(2) whether its business will be part of a different industry sector following the completion of the transaction; or(3) whether its business will deal with fundamentally different suppliers and end users.
LR 5.6.6RRP
A shell company6, or in the case of a shell company6with a premium listing, its sponsor, must contact the FCA as early as possible:(1) before announcing a reverse takeover which has been agreed or is in contemplation, to discuss whether a suspension of listing is appropriate; or (2) where details of the reverse takeover have leaked, to request a suspension.
LR 5.6.7GRP
Examples of where the FCA will consider that a reverse takeover is in contemplation include situations where:(1) the shell company6 has approached the target's board;(2) the shell company6 has entered into an exclusivity period with a target; or(3) the shell company6 has been given access to begin due diligence work (whether or not on a limited basis).
LR 5.6.8GRP
Generally, when a reverse takeover between a shell company and a target6 is announced or leaked, there will be insufficient publicly available information about the proposed transaction and the shell company6 will be unable to assess accurately its financial position and inform the market accordingly. In this case, the FCA will often consider that suspension will be appropriate, as set out in LR 5.1.2G (3) and (4). However, the FCA may agree with the shell company that a suspension
LR 5.6.9GRP
LR 5.6.10G to LR 5.6.18FR8 set out circumstances in which the FCA will generally be satisfied that a suspension is not required.
LR 5.6.10GRP
The FCA will generally be satisfied that there is sufficient information in the market about the propos ed transaction if: (1) the target has shares or certificates representing equity securities admitted to a regulated market; and(2) the shell company6 makes an announcement stating that the target has complied with the disclosure requirements applicable on that regulated market and providing details of where information disclosed pursuant to those requirements can be obtaine
LR 5.6.12GRP
The FCA will generally be satisfied that there is sufficient publicly available information in the market about the proposed transaction if the target has securities admitted to an investment exchange or trading platform that is not a regulated market and the shell company6: (1) confirms, in a form acceptable to the FCA, that the disclosure requirements in relation to financial information and inside information of the investment exchange or trading platform on which the target'ssecurities
LR 5.6.15GRP
Where the target in a reverse takeover by a shell company6 is not subject to a public disclosure regime, or if the target has securities admitted on an investment exchange or trading platform that is not a regulated market but the shell company6 is not able to give the confirmation and make the announcement contemplated by LR 5.6.12 G, the FCA will generally be satisfied that there is sufficient publicly available information in the market about the proposed transaction such that
LR 5.6.17RRP
Where a shell company6 has a premium listing, a sponsor must provide written confirmation to the FCA that in its opinion, it is reasonable for the shell company6 to provide the declarations described in LR 5.6.15G (3) and (4).
LR 5.6.18RRP
Where the FCA has agreed that a suspension is not necessary as a result of an announcement made for the purpose of LR 5.6.15 G the shell company6 must comply with the obligation under article 17(1) of the Market Abuse Regulation3 on the basis that the target already forms part of the enlarged group.
LR 5.6.19GRP
The FCA will generally seek to cancel the listing of an issuer'sequity shares or certificates representing equity securities when the issuer completes a reverse takeover.
LR 5.6.20GRP
LR 5.6.23 G to LR 5.6.29 G set out circumstances in which the FCA will generally be satisfied that a cancellation is not required.
LR 5.6.23GRP
Where an issuer acquires the shares or certificates representing equity securities of a target with a different listing category from its own and the issuer wishes to maintain its existing listing category, the FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if: (1) the issuer will continue to be eligible for its existing listing category following completion of the transaction;(2) the issuer provides an eligibility letter
LR 5.6.25RRP
An eligibility letter prepared for the purposes of LR 5.6.23 G must be provided to the FCA not less than 20 business days prior to the announcement of the transaction referred to in LR 5.6.24 R.
LR 5.6.27GRP
The FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if the target is listed with a different listing category from that of the issuer and the issuer wishes to transfer its listing to a different listing category in conjunction with the acquisition and the issuer as enlarged by the relevant acquisition complies with the relevant requirements of LR 5.4A to transfer to a different listing category.
LR 5.6.29GRP
Where an issuer is applying LR 5.4A in order to avoid a cancellation as contemplated by LR 5.6.27 G, the FCA will normally waive the requirement for shareholder approval under LR 5.4A.4R (2)(c) where the issuer is obtaining separate shareholder approval for the acquisition.
SUP 5.4.1GRP
Where the FCA1 requires a report by a skilled person under section 166 of the Act1 (Reports by skilled persons), the FCA1 will send a notice in writing requiring the person in SUP 5.2.1 G to provide a report by a skilled person, or notifying the person in SUP 5.2.1 G in writing of the FCA's1 appointment of a skilled person to provide a report,2 on any matter if it is reasonably required in connection with the exercise of its functions conferred by or under the Act. The FCA1
SUP 5.4.1AGRP
2Where the FCA1 requires the updating or collection of information by a skilled person under section 166A of the Act (Appointment of skilled person to collect and update information), the FCA1 will send a notice in writing requiring the firm to appoint a skilled person, or notifying the firm of the FCA's1 appointment of a skilled person, to collect or update the relevant information.
SUP 5.4.2GRP
As part of the decision making process the FCA1 will normally contact the person in SUP 5.2.1 G or in SUP 5.2.2 G2 to discuss its needs before finalising its decision to require a report or the updating or collection of information by a skilled person. This will provide an opportunity for discussion about the appointment, whether an alternative means of obtaining the information would be better, what the scope of a report should be, who should be appointed, who should appoint,
SUP 5.4.3GRP
The FCA1 will give written notification to the person in SUP 5.2.1 G or SUP 5.2.2 G2 of the purpose of the report or collection or updating of information,2 its scope, the timetable for completion and any other relevant matters. The FCA1 will state the matters which the report is to contain, or the information which is to be collected or updated,2 as well as any requirements as to the report's format. For example, a report on controls may be required to address key risks, key
SUP 5.4.4GRP
The written notification in SUP 5.4.3 G may be preceded or followed by a discussion of the FCA's1 requirements and the reasons for them. This may involve the FCA1 the person in SUP 5.2.1 G or in SUP 5.2.2 G2 and the person who has been, or is expected to be, appointed as the skilled person. The FCA1 recognises that there will normally be value in holding discussions involving the skilled person at this stage. These discussions may include others if appropriate. 222222
SUP 5.4.5GRP
The FCA1 will wish to conduct the discussion with the firm, the skilled person1 and any others within a timescale appropriate to the circumstances of the case.22
SUP 5.4.7GRP
A skilled person must appear to the FCA1 to have the skills necessary to make a report on the matter concerned or collect or update the relevant information.2 A skilled person may be an accountant, lawyer, compliance consultant,2actuary or person with relevant business, technical or technological skills.22
SUP 5.4.8GRP
When considering whether to nominate, approve or appoint a skilled person to make a report or collect or update information, the FCA1 will have regard to the circumstances of the case, including whether the proposed skilled person appears to have:22(1) the skills necessary to make a report on the matter concerned or collect or update the relevant information;2(2) the ability to complete the report or collect or update the information within the time expected by the FCA1; 22(3)
SUP 5.4.9GRP
In appropriate circumstances, it may be cost effective for the FCA1 to nominate or approve the appointment of, or appoint itself,2 a skilled person who has previously acted for, or advised, the person in SUP 5.2.1 G or SUP 5.2.2 G.2 For example, the FCA1 may nominate or approve the appointment of, or appoint,2 the auditor of a person in SUP 5.2.1 G or SUP 5.2.2 G2 to prepare a report or collect or update the information2 taking into account, where relevant, the considerations
SUP 5.4.10GRP
Where the skilled person is appointed by the person in SUP 5.2.1 G or SUP 5.2.2 G, the FCA1 will normally require the skilled person to be appointed to report to the FCA1 through that person. In the normal course of events the FCA1 expects that the person in SUP 5.2.1 G or SUP 5.2.2 G2 will be given the opportunity to provide written comments on the report or the collection of the relevant information prior to its submission to the FCA1. 222222222
SUP 5.4.10AGRP
2Where the skilled person is to be appointed by the FCA1 itself, the skilled person will report directly to the FCA1.
SUP 5.4.11GRP
The FCA1 may enter into a dialogue with the skilled person, and is ready to discuss matters relevant to the report or the collection or updating of the relevant information2 with that person1, during the preparation of the report or the collection or updating of the relevant information.2 Such discussions may2 involve or be through the person in SUP 5.2.1 G or SUP 5.2.2 G.2222
SUP 5.4.12GRP
The FCA1 will normally specify a time limit within which it expects the skilled person to deliver the report or collect or update the relevant information. Where the skilled person is appointed by the person in SUP 5.2.1 G or SUP 5.2.2 G, the2skilled person should, in complying with its contractual duty under SUP 5.5.1 R, take reasonable steps to achieve delivery by that time. If the skilled person becomes aware that the report may not be delivered, or collection or updating
EG 19.30.2RP
1The MCDO requires that a firm acting as a lender, intermediary or carrying out advisory services in relation to CBTL from 21 March 2016 must be registered by the FCA to do so. It provides for the FCA to determine applications to be registered, as well as powers to suspend or revoke registration.
EG 19.30.3RP
1It also imposes obligations on registered firms to comply with conduct requirements set out in the Schedule to the MCDO, retain relevant information and to deal with the FCA in an open and co-operative manner. The FCA also has the power to give directions to a registered firm to secure compliance with the requirements set out in the Schedule. In addition, the FCA has investigation and sanctioning powers in relation to the framework.
EG 19.30.4RP
1The FCA's approach to taking enforcement action under the MCDO will mirror its general approach to enforcing the Act, as set out in EG 2. It will seek to exercise its enforcement powers in a manner that is transparent, proportionate and responsive to the issue and consistent with its publicly stated policies. It will also seek to ensure fair treatment when exercising its enforcement powers. Finally, it will aim to change the behaviour of the person who is the subject of its action,
EG 19.30.5RP
1The MCDO, for the most part, applies or mirrors the FCA's investigative and sanctioning powers under the Act. The FCA has adopted procedures and policies for the use of those powers that are akin to those it has under the Act. Key features of the FCA's approach are described below.
EG 19.30.6RP
1Article 23 of the MCDO applies many of the provisions of the Act in relation to the FCA’s investigation and information-gathering powers in respect of a registered firm. The effect of this is to apply the same procedures under the Act for appointing investigators and requiring information when investigating contraventions of the MCDO.
EG 19.30.7RP
1For example, the FCA will notify the subject of the investigation that it has appointed investigators to carry out an investigation under the MCDO and the reasons for the appointment, unless notification is likely to result in the investigation being frustrated. In most cases, the FCA expects to carry out a scoping visit early on in the enforcement process. The FCA's policy in regulatory investigations under the MCDO is to use powers to compel information, in the same way as
EG 19.30.8RP
1The RDC is the FCA’s decision maker for some decisions which require warning notices or decision notices to be given under the MCDO as set out in DEPP 2 Annex 1G. The RDC will make its decisions following the procedure set out in DEPP 3.2 or, where appropriate, DEPP 3.34.
EG 19.30.9RP
1For decisions made by executive procedures, the procedure to be followed will be those described in DEPP 4.
EG 19.30.10RP
1Article 18(3) applies sections 393 and 394 of the Act to warning notices and decision notices given under the MCDO and so require the FCA to give third party rights and to give access to material as set out under the Act. Article 24(1) applies the procedural provisions of Part 9 of the Act, in respect of matters that can be referred to the Tribunal, and article 24(2) applies Part 26 of the Act to warning and decision notices given under the MCDO.
EG 19.30.11RP
1 When determining whether to take action to impose a penalty or to issue a public censure under the MCDO, the FCA’s policy includes having regard to the relevant factors in DEPP 6.2 and DEPP 6.4. When determining the level of financial penalty, the FCA’s policy includes having regard to the relevant principles and factors in DEPP 6.5, DEPP 6.5A, DEPP 6.5D and DEPP 6.7.
EG 19.30.12RP
1As with cases under the Act, the FCA may settle or mediate appropriate cases involving breaches of the MCDO to assist it to exercise its functions. DEPP 5, DEPP 6.7 and EG 5 set out information on the FCA’s settlement process and the settlement discount scheme.
EG 19.30.13RP
1When determining whether to take action to impose a suspension under the MCDO, the FCA’s policy includes having regard to the relevant factors in DEPP 6A.2 and 6A.4. When determining the length of the period of suspension, the FCA’s policy includes having regard to the relevant principles and factors in DEPP 6A.3.
EG 19.30.14RP
1The FCA will apply the approach to publicity that is outlined in EG 6.
SUP 2.3.1GRP
The FCA4 uses various methods of information gathering on its own initiative which require the cooperation of firms:55(1) Visits may be made by representatives or appointees of the FCA4. These visits may be made on a regular basis, on a sample basis, for special purposes such as theme visits (looking at a particular issue across a range of firms), or when the FCA4 has a particular reason for visiting a firm. Appointees of the FCA4 may include persons who are not FCA4 staff, but
SUP 2.3.2GRP
The FCA4 expects to request meetings or access to business premises during reasonable business hours. The FCA4 also normally expects to be able to give reasonable notice to a firm or connected person when it seeks information, documents, meetings or access to business premises. On rare occasions, however, the FCA4 may seek access to premises without notice. The prospect of unannounced visits is intended to encourage firms to comply with the requirements and standards under
SUP 2.3.3GRP
In complying with Principle 11, the FCA4 considers that a firm should, in relation to the discharge by the FCA4 of its functions under the Act:(1) make itself readily available for meetings with representatives or appointees of the FCA4 as reasonably requested;(2) give representatives or appointees of the FCA4 reasonable access to any records, files, tapes or computer systems, which are within the firm's possession or control, and provide any facilities which the representatives
SUP 2.3.4GRP
In complying with Principle 11, the FCA4 considers that a firm should take reasonable steps to ensure that the following persons act in the manner set out in SUP 2.3.3 G: (1) its employees, agents and appointed representatives; and(2) any other members of its group, and their employees and agents.(See also, in respect of appointed representatives, SUP 12.5.3 G (2)).
SUP 2.3.5RRP
(1) A firm must permit representatives of the FCA4 or persons appointed for the purpose by the FCA4 to have access, with or without notice, during reasonable business hours to any of its business premises in relation to the discharge of the FCA's4 functions under the Act or its obligations under the short selling regulation3.(2) A firm must take reasonable steps to ensure that its agents, suppliers under material outsourcing arrangements and appointed representatives permit
SUP 2.3.6GRP
The FCA4 normally expects to give reasonable notice of a visit (See SUP 2.3.2 G).
SUP 2.3.7RRP
(1) A firm must take reasonable steps to ensure that each of its suppliers under material outsourcing arrangements deals in an open and cooperative way with the FCA in the discharge of its functions under the Act in relation to the firm.6(2) The requirement in (1) does not apply to a regulated benchmark administrator where the material outsourcing arrangements relate to the carrying on of the regulated activity of administering a benchmark.64
SUP 2.3.8GRP
The cooperation that a firm is expected to procure from such suppliers is similar to that expected of the firm, in the light of the guidance in SUP 2.3.3 G to SUP 2.3.4 G, but does not extend to matters outside the scope of the FCA's4 functions in relation to the firm. SUP 2.3.5 R (2) also requires a firm to take reasonable steps regarding access to the premises of such suppliers.
SUP 2.3.9GRP
When a firm appoints or renews the appointment of a supplier under a material outsourcing arrangement, it should satisfy itself that the terms of its contract with the supplier require the supplier to give the FCA4 access to its premises as described in SUP 2.3.5 R (2), and to cooperate with the FCA4 as described in SUP 2.3.7 R. The FCA4 does not consider that the 'reasonable steps' in SUP 2.3.7 R would require a firm to seek to change a contract, already in place either7 when
SUP 2.3.10GRP
The FCA4 will normally seek information from the firm in the first instance, but reserves the right to seek it from a supplier under a material outsourcing arrangement if the FCA4 considers it appropriate.
SUP 2.3.11GRP
The FCA4 may ask a firm to provide it with information at the request of or on behalf of other regulators to enable them to discharge their functions properly. Those regulators may include overseas regulators or the Takeover Panel. The FCA4 may also, without notifying a firm, pass on to those regulators information which it already has in its possession. The FCA's4 disclosure of information to other regulators is subject to the obligation described in SUP 2.2.4 G (Confidentiality
SUP 2.3.12AGRP
7In complying with Principle 11, the FCA considers that a firm should cooperate with it in providing information for other regulators. Sections 169 (Investigations etc. in support of overseas regulator) of the Act gives the FCA certain statutory powers to obtain information and appoint investigators for overseas regulators if required (see DEPP 7 and EG 3).
FEES 3.2.1RRP
A person in column (1) of the table in FEES 3.2.7 R37 as the relevant fee payer for a particular activity must pay to the FCA (in its own capacity or, if the fee is payable to the PRA, in its capacity as collection agent for the PRA)78 a fee for each application or request for vetting, or request for support relating to compatibility of its systems with 37FCA systems,7 or admission approval made, or notification56, or other matter 9as is applicable to it, as set out or calculated
FEES 3.2.1ARRP
38A person must pay the fee in Categories A5 and A6 of FEES 3 Annex 12R for the first submission of a document to the FCA for approval or review in relation to a significant transaction or super transaction. As an exception to FEES 3.2.1R, after that fee is paid, Categories A1 to A4 of FEES 3 Annex 12R specify the fees a person must pay for any further documents submitted for approval or review in relation to the same transaction.
FEES 3.2.3BGRP
23If FEES 3.2.3AR (1)(a) applies to a fee payer, that fee payer would be expected to notify the FCA of these circumstances in advance of making its payment (and, in any event, no less than 7 days before the date on which the application for a Part 4A permission or the variation of a Part 4A permission is made) unless such notification is impossible in the circumstances, eg, there is a sudden technological failure.
FEES 3.2.4GRP
The FCA expects that a person seeking to become a recognised body or a designated professional body or to be added to the list of designated investment exchanges or accredited bodies 15will generally pay their respective fees by electronic credit transfer.
FEES 3.2.5GRP
(1) (a) 37The appropriate authorisation or registration 8fee is an integral part of an application for, or an application for a variation of, a Part 4A permission ,24 authorisation, registration or variation under the Payment Services Regulations or the Electronic Money Regulations, registration under article 8(1) of the MCD Order, authorisation under regulation 7 of the DRS Regulations or verification under regulation 8 of the DRS Regulations45 or notification or registration
FEES 3.2.7RRP

Table of application, notification, vetting and other fees payable to the FCA32

31

31Part 1: Application, notification and vetting fees

31(1) Fee payer

(2) Fee payable (£)37

Due date

(a) Any applicant for Part 4A permission (including an incoming firm applying for top-up permission) whose fee is not payable pursuant to sub- paragraph (zza)52 of this table

26

(1) Unless (2),41 (3) or (4)41 applies, in1 respect of a particular application, the highest of the tariffs set out in FEES 3 Annex 1 part 11 which apply to that application.

When both (A) and (B) apply, 50% of the tariff payable under (1):34

(2) 50% of the tariff payable under (1) is payable when either (a) or (b) apply:

(a) the application is one referred to in paragraph p; or

(b) the application is a limited permission case under .

(A) the application only involves a simple change of legal status as set out in FEES 3 Annex 1 part 6; and34

(B) the application is:34

(i) a straightforward case under paragraph 2(d) or 3(g) of FEES 3 Annex 1;

(ii) a moderately complex case under paragraph 2(e) or 3(h) of FEES 3 Annex 1; or

(iii) a limited permission case under paragraph 3(i) of FEES 3 Annex 1.

(3) If the applicant applies for registration under article 8(1) of the MCD Order at the same time as applying for a Part 4A permission, the fee payable is the higher of: 80

(i) the fee otherwise payable in (1) or (2); and 80

(ii) the fee payable in FEES 3 Annex 10AR. 80

(4) No fee is payable if the applicant satisfies the criteria set out in FEES 4 Annex 2BR(5)(a).41

18034343434

On or before the application is made

(aa) A person who makes an application under section 24A of the Consumer Credit Act 1974 which meets the conditions of article 31 (Applications for a standard licence where no determination made before 1 April 2014) of the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 2) Order 2013 (the “relevant application”)30

As (a) above less any amount paid to the Office of Fair Trading in relation to the relevant application.

Within 30 days of the date of the invoice.

(b) [deleted]56

4

(c) Any applicant for a certificate under article 54 of the Regulated Activities Order

2,000

On or before the application is made

(d) Applicants for an authorisation order for, or recognition under section 272 of the Act27 of, a collective investment scheme

FEES 3 Annex 2R, part 227

27

On or before the application is made

(da) Applicants for the authorisation of an AIF as a LTIF58

36

FEES 3 Annex 2R, part 2A36

On or before the date the application is made36

(e) The management company27 of a scheme making a notification under section 264 of the Act

2727

FEES 3 Annex 2R, part 327

27

On or before the date the application is made28

28(ea)

(i) A non-UK AIFM56 (with a branch in the UK) notifying the FCA of its intention to market an AIF in the UK under regulation 5956 of the AIFMD UK regulation

(ii) An AIFM notifying the FCA of its intention to market an AIF in the UK under regulation 58 or 59 of the AIFMD UK regulation

FEES 3 Annex 2 R, part 4

On or before the date the notification is made

28(eb) An applicant for registration on the register of small registered UK AIFM which the FCA is required to maintain under regulation 10 of the AIFMD UK regulation

£750

On or before the date the application is made

(f) Any person seeking an order under section 326(1) of the Act to become a designated professional body.

10,000

30 days after the order is granted

(g) Any applicant for recognition as a UK recognised body:62

(i) under section 287 of the Act; or62

(ii) under regulation 2(1) of the RAP regulations6256

17781717

FEES 3 Annex 3, part 1

On or before the date the application is made26

(ga) [deleted]52

26353535

(h) Any applicant for recognition as an ROIE78 under section 287 or section 292 of the Act

7878

FEES 3 Annex 3, part 2

On or before the date the application is made

(i) [deleted]35

35		 35 35

(j) [deleted]38

38

38

(k) [deleted]35

35		 35 35

(l) [deleted]38

38

72

38

(m) [deleted]38

38

72

38

(n) Applicants to be added to the list of designated investment exchanges

50,000

On or before the date the application is made

(o) [deleted]65

112229529782929556782929295557829295782929297829295

[deleted]65

5255512515555157857855256

[deleted]65

278292978292978229

(oa) [deleted]65

2937373737585637373737583737

[deleted]65

37

[deleted]65

37373737

(p) A firm applying for a variation of its Part 4A permission whose fee is not payable pursuant to sub- paragraphs 64(zza)52 or (zzh) 64 of this table

26

(1) Unless (2), (2A), (3), (3A), (3B), (3C), (3D) or 3(E)44 applies, if the proposed new1 business of the firm would1 fall within one or more activity groups specified in Part 1 of FEES 4 Annex 1AR not applicable before the application1, the fee is 50% of the highest of the tariffs set out in FEES 3 Annex 1R37 which apply to that application.

(2) Subject to (2A) below, if the firm's application includes an application for a Part 4A permission to carry on a new credit-related regulated activity, the fee is 50% of the highest of the tariffs set out in FEES 3 Annex 1R37

that would be payable under (1) above or, if higher, 50% of the highest of the tariffs set out in FEES 3 Annex 1R37

that would be payable in relation to the new credit-related regulated activity30.37

(2A) If an applicant which already has a Part 4A permission to carry on a credit-related regulated activity exclusively applies for a Part 4A permission to carry on a new credit-related regulated activity, that is specified in Part 3 of FEES 3 Annex 1R37

in the straightforward category (or if it exclusively applies for a number of such permissions), the fee is £25030.37

(3) If the firm is in the A.1 fee-block at the date of the application and the variation involves adding any of the regulated activities of meeting of repayment claims or managing dormant account funds (including the investment of such funds), the fee is 50% of the fee in FEES 3 Annex 1 R that applies to that application11

(3A) If the applicant had a limited permission prior to the application to vary its Part 4A permission, 100% of the highest of the tariffs set out in FEES 3 Annex 1R37

which apply to that application30.37

(3B) If the applicant has a limited permission and its application exclusively relates to another limited permission, the fee is 030

(3C) If the applicant applies for registration under article 8(1) of the MCD Order at the same time as it applies for a variation of its Part 4A permission, the fee is the highest of the fees set out in FEES 3 Annex 10AR and the amount otherwise payable in (1), (2), (2A), (3), (3A) or (3B), or (4).80

(3D) No fee is payable if the applicant satisfies the criteria set out in FEES 4 Annex 2BR(5)(a).41

(4) 11 In all other cases, other than applications by credit unions, the fee payable is 250 for firms which are not, or are not seeking to become, a PRA-authorised person, and 125 for firms which are, or are seeking to become, a PRA-authorised person,78 unless the variation involves only the reduction (and no other increases) in the scope of a Part 4A permission in which case no fee is payable.1

(3E) The fee is 12,500 if the firm applying:44

(i) is an MTF operator and the proposed new business of the firm is to be an OTF operator; or44

(ii) is an OTF operator and the proposed new business of the firm is to be an MTF operator.44

308041308080178783778378080371373030233737371137

On or before the date the application is made

30(pa) A person who makes an application under section 30(1) of the Consumer Credit Act 1974 which meets the conditions of article 33 (Variations at request of licensee where no determination made before 1 April 2014) of the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 2) Order 2013 (the “relevant variation application”)

As (a) or 31(p) above, less any amount paid to the Office of Fair Trading in relation to the relevant variation application.

Within 30 days of the date of the invoice.

2(q) [deleted]38

77137913797722227

38

38

333

2(r) [deleted]46

 66 566

5(s) In the case of an insurance business transfer scheme, a transferor.

Note - for the purpose of this paragraph an insurance business transfer scheme consists of a single transferor and a single transferee. Where however such a scheme is part of a single larger scheme, that larger scheme is treated as a single insurance business transfer scheme. If an insurance business transfer scheme includes more than one transferor in accordance with this paragraph, the transferors are liable to pay the fee under column (2) jointly.

Either (1) or (2) as set out below:

(1) In the case of an insurance business transfer scheme involving long term insurance business, 20,00059; or

(2) in the case of an insurance business transfer scheme not involving long term insurance business, 12,500.59

777737377777377737

On or before any application is made for the appointment of a person as an independent expert.

37

6(t) [deleted]46

20

(u) [deleted]34

34		 34 34

(v) [deleted]38

2222

38

38

[deleted]35

35		 35 35

(x)[deleted]38

38

388

8(y) An applicant for authorisation as an authorised payment institution under regulation 5 of the Payment Services Regulations

The highest of the tariffs set out in FEES 3 Annex 8 which apply to that application.

Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 8R.47

On or before the date the application is made.

47(ya) An applicant for registration as an account information service provider under regulation 17 of the Payment Services Regulations.

47FEES 3 Annex 8R, paragraph (2)(i).

Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 8R.

47On or before the date the application is made.

(z) An application by a small payment institution for authorisation as an authorised payment institution because regulation 16 47 of the Payment Services Regulations applies

The highest of the tariffs set out in FEES 3 Annex 8R which apply to that application.

On or before the date the application is made.

(za) An applicant for registration as a small payment institution under regulation 13 47 of the Payment Services Regulations

FEES 3 Annex 8R, paragraph (1). Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 8R.

On or before the date the application is made.

(zb) An authorised payment institution applying to vary its authorisation under regulation 5 47 of the Payment Services Regulations.

(1) If50 prior to the variation the authorised payment institution is authorised to carry on any one or more of the payment services falling50 within paragraph (f), 47 (g) or (h) of Part 1 of Schedule 1 to the Payment Services Regulations and the authorised payment institution is applying to extend its authorisation to include any one or more of the payment services in (a) to (e)50, the fee is 50% of the highest of the tariffs set out in FEES 3 Annex 8R which apply to that application.

(2) Where the authorised payment institution50 already has authorisation to provide payment services within any one or more of paragraphs (a) to (e) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to add one or more other services in (a) to (f);50

the fee payable is £47250 irrespective of the number of agents it has.

50(3) Where the authorised payment institution already has authorisation to provide payment services within any one or more of paragraphs (a) to (f) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to add one or both of the services in (g) and (h) the fee payable is £750, irrespective of the number of agents it has.

(4)50 In cases where the variation involves only the reduction (and no increases) of the types of payment services to be carried on after the variation, no fee is payable.

4747474747

On or before the date the application is made.

(zc) A small payment institution applying to vary its registration under regulation 13 47 of the Payment Services Regulations

(1)The 47 fee is 50% of the tariff 47set out in FEES 3 Annex 8R, paragraph (1). 47

(2) 47 In cases where the variation involves only the reduction (and no increases) of the types of payment services to be carried on after the variation, no fee is payable.

4747

On or before the date the application is made.

(zd)

47		 47

[deleted]47

(ze) Any person to which the Special Project Fee for restructuring applies under FEES 3 Annex 9.12

12

Special Project Fee for restructuring in accordance with FEES 3 Annex 9 .

30 days of the date of the invoice.9

(zf) [deleted]78

78		 78 91678

16(zg) An applicant for authorisation as an authorised electronic money institution under regulation 5 of the Electronic Money Regulations.

The amount set out in FEES 3 Annex 10 R. Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 10 R.

On or before the date the application is made.

16(zh) An applicant for registration as a small electronic money institution under regulation 12 of the Electronic Money Regulations.

The amount set out in FEES 3 Annex 10 R. Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 10 R.

On or before the date the application is made.

16(zi) An application by a small electronic money institution for authorisation as an authorised electronic money institution14because regulation 16 of the Electronic Money Regulations applies.

The amount set out in FEES 3 Annex 10 R.

On or before the date the application is made.

16(zj) An authorised electronic money institution applying to vary its authorisation under regulation 8 of the Electronic Money Regulations.

50(1) Subject to (2) below, the fee is 50% of the tariff for an electronic money institution authorisation application set out in FEES 3 Annex 10R.

50(2) Where the authorised electronic money institution applies to vary its permission so as to be able to provide one or both of the payment services in paragraphs (g) and (h) of Part 1 of Schedule 1 to the Payment Services Regulations the fee payable is £750.

On or before the date the application is made.

16(zk) A small electronic money institution applying to vary its registration under regulation 12 of the Electronic Money Regulations.

The amount set out in FEES 3 Annex 10 R.

On or before the date the application is made.

15(zl) An applicant for recognition as an accredited body.

2,500

On or before the date the application is made.18

18(zm) An issuer applying for registration of a regulated covered bond.

(1) Unless (2) or (3)41 applies, 45,000.

(2) In the case of a proposed covered bond or programme where the assets in the asset pool will consist primarily of UK residential mortgages, 25,000.

(3) No fee is payable if the issuer satisfies the criteria set out in FEES 4 Annex 2BR(5)(b).41

On or before the date the application is made.

18(zn) An issuer who proposes to make a material change to the contractual terms of a regulated covered bond under RCB 3.5.4 D.

(1) Unless (2) applies 6,500.41

(2) No fee is payable if the issuer satisfies the criteria set out in FEES 4 Annex 2BR(5)(c).41

On or before the date the notification under RCB 3.5.4 D is made.21

21(zo) In the case of persons in respect of which the FCA has given notice of its intention to take, or appoint a competent person to take, any steps under CONRED 2.5.12R, either:

(i) a Firm (as defined in CONRED 2.1.1R(1); or

(ii) a person falling within CONRED 2.1.2R(1).

An amount equal to:

(1) a sum determined by the number of hours, or part of an hour, taken by the FCA in relation to work conducted in taking steps under recorded on the FCA's systems, multiplied by the rate in FEES 3 Annex 9 (11)R; or

(2) any amount invoiced to the FCA by a competent person in relation to any work carried out by that competent person in connection with its appointment by the FCA under CONRED 2.5.12R.

Within 30 days of the date of the invoice.

78(zp) A person in respect of which the FCA37 has given notice of its intention to itself appoint a skilled person to provide it with a report pursuant to section 166(3)(b) of the Act and SUP 5.2.

37

Any amount invoiced to the FCA37 by a skilled person in relation to any work carried out by that skilled person in connection with its appointment by the FCA37 pursuant to section 166(3)(b) of the Act.

37

Within 30 days of the date of the invoice.

78(zq) A person in respect of which the FCA37 has given notice of its intention to itself appoint a skilled person to collect or update information pursuant to section 166A(2)(b) of the Act .

37

Any amount invoiced to the FCA37 by a skilled person in relation to any work carried out by that skilled person in connection with its appointment by the FCA 37 pursuant to section 166A(2)(b) of the Act.

3737

Within 30 days of the date of the invoice.33

33(zr) [deleted]38

38

38

30(zs) Applicant for FCA permission for an agreement to be enforced under section 28A(3)(a) and/or money paid or property transferred under and agreement to be retained under 3128A(3)(b) of the Act

(1) If the application is for permission for an agreement to be enforced under section 28A(3)(a) of the Act and for permission for money paid or property transferred under an agreement to be retained under section 28A(3)(b) of the Act, the fee is 31£3,500 per type of agreement specified in the application.30

(2) If the application is for permission for an agreement to be enforced under section 28A(3)(a) of the Act only, the fee is £3,500 per type of agreement specified in the application.31

(3) If the application is for permission for money paid or property transferred under an agreement to be retained under section 28A(3)(b) of the Act only, the fee is £3,500 per type of agreement specified in the application.31

Where there are a number of agreements of the same type, only one fee is payable in respect of those agreements. A number of agreements are of the same type when those agreements are entered into on the same terms and conditions.

On or before the date the application is made.

(zt) An applicant for registration in the Financial Services Register under article 8(1) of the MCD Order. 80

Unless (1), or (2) applies, the fee as set out in FEES 3 Annex 10A. 80

(1) If the applicant is applying for a Part 4A permission at the same time as it applies for registration under article 8(1) of the MCD Order, the fee payable in row (a), column (2) paragraph (3) of this Table. 80

(2) If the applicant is applying for a variation of a Part 4A permission at the same time as it applies for registration under article 8(1) of the MCD Order, the fee payable in row (p), column 2 paragraph (3)(c) of this Table. 80

On or before the application is made.80

(zu)40 Any person to which the Designated Credit Reference Agencies and Finance Platform42 Fee applies under FEES 3 Annex 10B.

39

Designated Credit Reference Agencies and Finance Platform42 Fee in accordance with FEES 3 Annex 10B.

Within 30 days of the date of the invoice.

43(zv) Any firm that meets the test in FEES 3 Annex 10C(1)R(1) (PPI campaign fees).

The amount set out in FEES 3 Annex 10C(1) R(2).

Within 30 days of the date of the invoice.

45(zw) An applicant for authorisation under regulation 7 of the DRS Regulations, or the operator of a trading venue seeking verification of their compliance with the DRS Regulations 6349 under regulation 8 of those regulations 63 or an applicant for variation of an authorisation under regulation 12 of the DRS Regulations.

63

Either (1), (2), or (3) applies as set out below:

(1) If the applicant is applying for permission to operate one data reporting service, 5,000.

(2) If the applicant is applying for permission to operate more than one data reporting services, 50% of the fee at (1) for each additional service plus the fee at (1).

(3) If the applicant is applying for variation of an authorisation, 50% of the fee at (1) for each additional service.

On the date the application is made.

46(zx) (1) Unless (2) applies any person applying to connect to the market data processor system to make transaction reports directly to the FCA under MiFIR.

(2) If a person has previously applied as stated in (zx)(1) above and has been connected then no further fee is payable for any further such applications.

1) 20,00063

On the date the application is made

46(zy) (1) Subject to (2) and (3) below, any person applying to connect to the market data processor system to provide markets data (other than transaction reports) under MAR 1056.

(2) If a person has previously applied as stated in (zy)(1) above and has been connected then no further fee is payable for any further such applications in relation to reporting the same data.

(3) If a person has previously applied as stated in (zy)(1) above and makes a further application in relation to the provision of different data then a separate fee is payable for such application.

49

10,0006356

On the date the application is made.

51(zz) an applicant for registration under regulation 14 of the Risk Transformation Regulations as a protected cell company.

500

On or before the date the application is made.

52(zza) An application for authorisation as a regulated benchmark administrator.

The highest of the applicable tariffs set out in FEES 3 Annex 1R.

Where an applicant intends to administer benchmarks falling into different complexity groupings, it will pay one fee only, for the highest category applied for. If, once authorised, a regulated benchmark administrator notifies the FCA of its intention to administer other/additional benchmarks no further application fee is payable (even if the other/additional benchmark falls into a higher complexity category).

On the date the application is made.

52(zzb) An application for recognition of an administrator in accordance with article 32 of the benchmarks regulation.

5,000

On the date the application is made.

52(zzc) An application for endorsement of a benchmark or family of benchmarks in accordance with article 33 of the benchmarks regulation.

1,500

On the date the application is made.

54(zzd) applications for claims management companies

(1) £1,200 for claims management companies with annual turnover of up to and including £1,000,000; and

(2) £10,000 for claims management companies with annual turnover of over £1,000,000.

Firms which already have Part 4A permissions and are applying to vary their permissions will

receive a 50% reduction in the relevant fee.

On the date the application is made.

55(zze) An application for authorisation as a third party verifier

(1) Unless (2) applies, 1,500.

(2) Firms which already have Part 4A permissions will not receive a 50% reduction in the authorisation fee.

On the date the application is made.

61(zzf) UK-based applicants for registration as a trade repository; a securitisation repository, or a third country applicant seeking recognition as a trade repository.

5,000

Applicants for registration as a trade repository who already hold registration as a securitisation repository, or vice versa, will receive a 50% discount on the relevant application fee.

Applicants for registration as a trade repository to carry on activity for the purposes of UK SFTR who already hold registration as a trade repository under EMIR or vice versa, will receive a 50% discount on the relevant application fee.

On the date the application is made.

61(zzg) UK-based applicants for registration as a credit rating agency or a third country applicant seeking certification as a credit rating agency.

The fee set out in FEES 3 Annex 13R.

On the date the application is made.

64(zzh) Permission for

(1) carrying on funeral plan distribution;

(2) carrying out a funeral plan contract as provider; or

(3) carrying out a funeral plan contract as provider and entering as provider into a funeral plan contract.

(1) The highest of the tariffs set out in FEES 3 Annex 1R part 3A which apply to that application, subject to (2) and (3) below.

(2) Unless (3) below applies, where an applicant was carrying out any of the activities referred to in (zzh)(1)-(3) on 1 September 2021, and makes an application for permission for any of those activities after 1 November 2021, the application fees shall be:

(a) £3,500 for (zzh)(1) or zzh(2);

(b) £14,000 for (zzh)(3).

(3) If an applicant which already has any of the permissions referred to in (zzh) applies to vary its permission, the application fees shall be:

(a) £500 for (zzh)(1);

(b) £1,250 for (zzh)(2); and

(c) £5,000 for (zzh)(3).

On or before the application is made.

32Part 2: UKLA38 fees

(1) Fee payer

(2) Fee payable

(3) Due date

(a)

(i) An issuer which has not made public its annual financial report before the latest time specified in DTR 4.1.3 R.

(ii) An issuer which has not made public its half-yearly financial report before the latest time specified in DTR 4.2.2 R (2).

FEES 3 Annex 12R38

Within 30 days of the date of the invoice.

38(b) An applicant for approval as a sponsor.

FEES 3 Annex 12R

On or before the date the application is made.

38(c) For the purposes of48 the listing rules:48

(i)48 an issuer requesting approval of a document arising in relation to a specific event or transaction, which is not a significant transaction or a super transaction; or48

48(ii) an issuer or person applying for eligibility for listing of its securities.

FEES 3 Annex 12R

On or before the date that relevant document is first submitted to the FCA.

38(d) Under the Prospectus Rules or the Prospectus Regulation60, an issuer or a person requesting approval or review of a document arising in relation to a specific event or transaction, which is not a significant transaction or a super transaction.

FEES 3 Annex 12R

On or before the date that relevant document is first submitted to the FCA.

38(e) An issuer requesting the approval or review of a document in connection with a super transaction.

FEES 3 Annex 12R

On or before the date that relevant document is first submitted to the FCA.

38(f) An issuer requesting the approval or review of a document in connection with a significant transaction.

FEES 3 Annex 12R

On or before the date that relevant document is first submitted to the FCA.

38(g) A person who requests the FCA’s approval of a document that includes a mineral expert’s report and who is a fee payer under one or more of the categories (c), (d), (e), and (f) above must additionally pay a fee under this category.

FEES 3 Annex 12R

On or before the date that relevant document is first submitted to the FCA.

38(h) An applicant for approval as a primary information provider.

FEES 3 Annex 12R

On or before the date the application is made.

[Note:Guidance on how a firm liable to pay a fee under both rows (s) and (ze) of this table for the same transaction should expect to be treated is set out in FEES 3 Annex 11 G.]19

PERG 8.14.4GRP
The FCA considers the effect of each of the conditions in PERG 8.14.3G (1) to PERG 8.14.3G (3) to be as follows.(1) The first condition requires the financial promotion to be made, so ruling out any financial promotions which are directed at persons. The effect of article 6(b) and (e) of the Financial Promotion Order is that a communication is made to a person when it is addressed to him and that person to whom the financial promotion is addressed is its recipient. This means
PERG 8.14.5GRP
In the FCA's opinion, the indicators referred to in PERG 8.14.4 G suggest that there are two essential elements of a one-off financial promotion. These are that it is tailored to the circumstances of the recipient and that it is individual in nature (in that it is not simply a personalised letter sent out as part of a general mailshot). Apart from this there is no need for the communication to be an isolated instance. For example, the fact that there may be a considerable number
PERG 8.14.6GRP
In the FCA's view, a group of recipients who may be engaging in investment activity or engaging in claims management activity12 jointly could include:(1) a married couple;(2) two or more persons who will invest jointly in a product (for example, a cohabiting couple who are not married or members of a family);(3) the directors of a company or partners in a firm;(4) members of a group of companies;(5) the participants in a joint commercial enterprise;(6) the members of an investment
PERG 8.14.7GRP
A financial promotion may fail to satisfy all of the indicators referred to in PERG 8.14.4 G because it is addressed to more than one recipient and they are not persons who will engage in investment activity or engage in claims management activity12 jointly. In the FCA's view, such a financial promotion is capable of being one-off where the persons are to enter into the same transaction and the promotion is tailored to their individual circumstances. This may typically happen
PERG 8.14.9GRP
In the FCA's view, a person such as an investment manager or adviser is not conducting an organised marketing campaign purely because he regularly provides a particular client with financial promotions as part of his service. Neither is such a person conducting an organised marketing campaign purely because he may have several clients whose personal circumstances and objectives may suggest that a particular investment opportunity may attract them. If he considers the individual
PERG 8.14.10GRP
In the FCA's view, a person will not be making one-off financial promotions simply by sending out a series of letters to a number of customers or potential customers where a few details are changed (such as the name and address) but the bulk of the letter is standard. Such letters would be likely to be part of an organised marketing campaign.
PERG 8.14.12GRP
In the FCA's view, the article 28A exemption should provide scope for persons such as professional advisers to make unsolicited real time financial promotions in various situations. For example, when approaching persons with whom their clients are proposing to do business or those persons’ professional advisers. The exemption will not apply where the financial promotions are part of an organised marketing campaign (see PERG 8.14.4G (3)). So, in cases where a professional adviser
PERG 8.14.13GRP
Whether or not it would be reasonable to believe that any person understands the risks associated with the investment activity covered in a financial promotion or would expect to be contacted about it must be judged on the particular circumstances. In the FCA's opinion, the exemption requires that the recipient has the required understanding of risk at the time the promotion is made to him. However, it would be reasonable to believe that a person understands the risk involved
PERG 8.14.16GRP
In order to make an unsolicited real time financial promotion, an overseas communicator must rely on either article 32 or article 33. Article 32 provides an exemption for unsolicited real time financial promotions made by an overseas communicator to persons who were previously overseas and were a customer of his then. This is subject to certain conditions, including that, in broad terms, the customer would reasonably expect to be contacted about the subject matter of the financial
PERG 8.14.18GRP
[deleted]1312559910109
PERG 8.14.20GRP
In the FCA's opinion;(1) it will not matter that a person enters into arrangements for investment or other purposes provided that he also enters them into for commercial purposes; and(2) each participant must be carrying on the business in question in their own right.This means that the sponsors or promoters of a company who arrange for private investors to become shareholders will not be setting up a joint enterprise simply because the company may intend to carry on a relevant
PERG 8.14.24GRP
A person seeking to make a financial promotion to another person may wish to make enquiries of that person to establish whether he is certified. Unless another exemption applies or the financial promotion is approved by an authorised person, such enquiries will not be possible if the enquiry communication is an inducement or invitation to engage in investment activity. In the FCA's8 view, a communication which is merely an enquiry seeking to establish that a person holds a current
PERG 8.14.26GRP
Article 49(4) gives the list of conditions which, if all are met, is proof that the financial promotion is directed at relevant persons. It is not necessary for all or any of the conditions to be met for a financial promotion to be regarded as directed at relevant persons. Ultimately the matter will be one of fact to be determined by taking account of the circumstances in which the financial promotion is made. In the FCA's opinion, it is not necessary for a financial promotion,
PERG 8.14.27GRP
To be a sophisticated investor for the purposes of article 50, the recipient of a financial promotion must have a current certificate from an authorised person stating that he has enough knowledge to be able to understand the risks associated with the description of investment to which the financial promotion relates. 13The FCA considers that a 'description of investment' relates to a category of investments with similar characteristics. Examples are given below.33(1) The shares
PERG 8.14.28GRP
The exemption also requires that certain warnings are given to the potential investor. In this respect, article 50(3)(d) provides that the financial promotion must state that there is a significant risk of losing all monies invested or of incurring additional liability. In the FCA's view, these are alternative statements and whichever is the relevant statement should be included. If there is no risk of incurring additional liability the statement may simply say that there is a
PERG 8.14.37GRP
In the FCA's view, a main aim of the exemption (see PERG 8.14.35G (1)) is to remove from the scope of section 21 a financial promotion concerning the sale of a corporate business by a person who, either alone or with others, controls the business to another person who, either alone or with others, proposes to control the business.
PERG 8.14.40GRP
In the FCA's17 opinion, provided that the purpose of the transaction is for the buyer to acquire the necessary control, it is irrelevant who is the seller. The exemption specifically applies to financial promotions which are communicated on behalf of the parties or potential parties to the transaction.1717
PERG 8.14.41GRP
Several exemptions, including article 43 of the Financial Promotion Order (Members and creditors of certain bodies corporate), apply only in relation to relevant investments being shares or debentures or alternative debentures7 in the body corporate or a member of its group, or warrants or certificates representing certain securities relating to such shares or debentures or alternative debentures.7 In the FCA's view, an exchangeable debt security which is partly a debenture or
PERG 8.14.42GRP
The exemptions for bearer instruments (articles 41 and 42 of the Financial Promotion Order) relate to financial promotions made to or directed at persons entitled to bearer instruments. For clarity, the FCA takes the view that persons who hold bearer instruments through a clearing system such as Euroclear or Clearstream are persons entitled to those instruments for the purposes of articles 41 and 42.
SYSC 19A.3.2GRP
SYSC 12.1.13 R (2)(dA) requires the firm to ensure that the risk management processes and internal control mechanisms at the level of any UK consolidation group or non-UK sub-group7 of which a firm is a member comply with the obligations set out in this section on a consolidated (or sub-consolidated) basis. In the FCA’s6 view, the application of6 this section at group, parent undertaking and subsidiary undertaking levels in SYSC 19A.3.1R(1) is in line with67the application of
SYSC 19A.3.3RRP
(1) This section applies in relation to Remuneration Code staff, except as set out in (3).(2) When establishing and applying the total remuneration policies for Remuneration Code staff, a firm must comply with this section in a way and to the extent that is appropriate to its size, internal organisation and the nature, the scope and the complexity of its activities (the remuneration principles proportionality rule).(3) Paragraphs (1) and (2) do not apply to the requirement for
SYSC 19A.3.4RRP
(1) Remuneration Code staff comprises:(a) an employee of an IFPRU investment firm whose professional activities have a material impact on the firm’s risk profile, including any employee who is deemed to have a material impact on the firm’s risk profile in accordance with the Material Risk Takers Regulation7; or(b) subject to (2) and (3), an employee of an overseas firm in SYSC 19A1.1.1R(1)(d) (i.e., an overseas firm that would have been an IFPRU investment firm if it had been
SYSC 19A.3.21GRP
The FCA6 would normally expect it to be appropriate for the ban on paying variable remuneration to 3members of the management body of a firm that benefits from exceptional government intervention to apply only in relation to 3members of the management body who were in office at the time that the intervention was required.33
SYSC 19A.3.23GRP
(1) This Remuneration Principle stresses the importance of risk adjustment in measuring performance, and the importance within that process of applying judgement6 and common sense. The FCA expects a6firm to apply qualitative judgements and common sense in6 the final decision about the performance-related components6 of variable remuneration pools6. (2) A number of risk-adjustment techniques and measures are available, and a firm should choose those most appropriate to its circumstances.
SYSC 19A.3.31GRP
In the FCA’s6 view, circumstances in which a person will be using a personal hedging strategy include (and are not limited to)6 entering into an arrangement with a third party under which the third party will make payments, directly or indirectly, to that person that are linked to or commensurate with the amounts by which the person'sremuneration is subject to reductions.
SYSC 19A.3.34GRP
(1) Taking account of the remuneration principles proportionality rule, the appropriate regulator8 does not generally consider it necessary for a firm to apply the rules referred to in (2) where, in relation to an individual ("X"), both the following conditions are satisfied:8(a) Condition 1 is that Xs variable remuneration is no more than 33% of total remuneration; and(b) Condition 2 is that Xs total remuneration is no more than 500,000.(2) The rules referred to in (1) are those
SYSC 19A.3.43GRP
The FCA expects that guaranteed variable awards and retention awards should not be common practice for Remuneration Code staff and should be limited to rare, infrequent occurrences.6
SYSC 19A.3.44BRRP
A firm must ensure that any approval by the its shareholders or owners or members for the purposes of SYSC 19A.3.44AR is carried out in accordance with the following procedure:535(1) the firm must give reasonable notice to all its shareholders or owners or members of its intention to seek approval of the proposed higher ratio;55(2) the firm must make a detailed recommendation to all its shareholders or owners or members that includes:(a) the reasons for, and the scope of, the
SYSC 19A.3.44CRRP
3A firm must notify without delay the FCA6 of the decisions taken by its shareholders or members or owners including any approved higher maximum ratio.[Note: article 94(1)(g)(ii) of CRD]
SYSC 19A.3.50GRP
(1) Deferred remuneration paid in:6(a) shares or share-linked instruments should be made under a scheme which meets appropriate criteria, including risk adjustment of the performance measure used to determine the initial allocation of shares; and6(b) cash should also be subject to performance criteria.6(2) The FCA6 would generally expect a firm to have a firm-wide policy (and group-wide policy, where appropriate) on deferral. The proportion deferred should generally rise with
SYSC 19A.3.53GRP
(1) [deleted]6(2) The governing body (or, where appropriate, the remuneration committee) should approve performance adjustment policies, including the triggers under which adjustment would take place. The FCA6 may ask firms to provide a copy of their policies and expects firms to make adequate records of material decisions to operate the adjustments.
SYSC 19A.3.55GRP
(1) Sections 137H and 137I of the Act enables the FCA6 to make rules that render void any provision of an agreement that contravenes specified prohibitions in the Remuneration Code, and that provide for the recovery of any payment made, or other property transferred, in pursuance of such a provision. SYSC 19A.3.53A R and1SYSC 19A.3.54 R (together with SYSC 19A Annex 1) are such rules1 and render1 void provisions of an agreement that contravene the specified prohibitions on guaranteed
SYSC 19D.3.2GRP
SYSC 12.1.13R(2)(dA) requires the firm to ensure that the risk management processes and internal control mechanisms at the level of any UK consolidation group or non-UK sub-group3 of which a firm is a member, comply with the obligations in this section on a consolidated basis (or sub-consolidated basis). In the FCA’s view, the application of this section at group, parent undertaking and subsidiary undertaking levels in SYSC 19D.3.1R(1) is in line with 3 the application of systems
SYSC 19D.3.3RRP
(1) This section applies in relation to dual-regulated firms Remuneration Code staff, except as set out in (3).(2) When establishing and applying the total remuneration policies for dual-regulated firms Remuneration Code staff, a firm must comply with this section in a way2 that is appropriate to its size, internal organisation and the nature, the scope and the complexity of its activities (the dual-regulated firms remuneration principles proportionality rule).(3) Paragraphs (1)
SYSC 19D.3.4RRP
(1) Dual-regulated firms Remuneration Code staff comprises:(a) an employee of a dual-regulated firm whose professional activities have a material impact on the firm’s risk profile, including any employee who is deemed to have a material impact on the firm’s risk profile in accordance with the Material Risk Takers Regulation 20202; or(b) subject to (2) and (3), an employee of an overseas firm in SYSC 19D.1.1R(1)(d) (i.e., an overseas firm that would have been a UK bank1, building
SYSC 19D.3.22GRP
The FCA would normally expect it to be appropriate for the ban on paying variable remuneration to members of the management body of a firm that benefits from exceptional government intervention to apply only to members of the management body who were in office at the time that the intervention was required.
SYSC 19D.3.24GRP
(1) This Remuneration Principle stresses the importance of risk adjustment in measuring performance, and the importance within that process of applying judgment and common sense. The FCA expects that a firm will apply qualitative judgements and common sense in the final decision about the performance-related components of variable remuneration pools. (2) [deleted]1(3) We consider good practice in this area to be represented by those firms who provide a quantitative reference or
SYSC 19D.3.33GRP
In the FCA’s view, circumstances in which a person will be using a personal hedging strategy include (and are not limited to) entering into an arrangement with a third party under which the third party will make payments, directly or indirectly, to that person that are linked to or commensurate with the amounts by which the person's remuneration is subject to reductions.
SYSC 19D.3.46GRP
(1) Guaranteed variable remuneration should be subject to the same requirements applicable to variable remuneration awarded by the firm including deferral, malus and clawback.(2) The FCA expects that guaranteed variable awards and retention awards should not be common practice for dual-regulated firms Remuneration Code staff and should be limited to rare, infrequent occurrences. The FCA expects a firm to provide prior notification to the FCA of any proposed retention1 awards.
SYSC 19D.3.50RRP
A firm must ensure that any approval by its shareholders or owners or members, for the purposes of SYSC 19D.3.49R, is carried out in accordance with the following procedure: (1) the firm must give reasonable notice to all its shareholders or owners or members of its intention to seek approval of the proposed higher ratio;(2) the firm must make a detailed recommendation to all its shareholders or owners or members that includes:(a) the reasons for, and the scope of, the approval
SYSC 19D.3.51RRP
A firm must notify the FCA without delay of the decisions taken by its shareholders or members or owners including any approved higher maximum ratio.[Note: article 94(1)(g)(ii) of the CRD]
SYSC 19D.3.60GRP
(1) Deferred remuneration paid in:(a) shares or share-linked instruments should be made under a scheme which meets appropriate criteria, including risk adjustment of the performance measure used to determine the initial allocation of shares;(b) cash should also be subject to performance criteria.(2) The FCA would generally expect a firm to have a firm-wide policy (and group-wide policy, where appropriate) on deferral. The proportion deferred should generally rise with the ratio
SYSC 19D.3.62RRP
A firm must:(1) set specific criteria for the application of malus and clawback; and(2) ensure that the criteria for the application of malus and clawback in particular cover situations where the employee:(a) participated in, or was responsible for, conduct which resulted in significant losses to the firm; or(b) failed to meet appropriate standards of fitness and propriety.[Note: article 94(1)(n) of the CRD and Standards 6 and 9 of the FSB Compensation Standards][Note: The FSA
SYSC 19D.3.65GRP
The governing body (or, where appropriate, the remuneration committee) should approve performance adjustment policies, including the triggers under which adjustment would take place. The FCA may ask firms to provide a copy of their policies and expects firms to make adequate records of material decisions to operate the adjustments.
SYSC 19D.3.68GRP
(1) Sections 137H and 137I of the Act enable the FCA to make rules that render void any provision of an agreement that contravenes specified prohibitions in the dual-regulated firms Remuneration Code, and that provide for the recovery of any payment made, or other property transferred, in pursuance of such a provision.(2) SYSC 19D.3.66R and SYSC 19D.3.67R (together with SYSC 19D Annex 1) are:(a) rules referred to in (1) that render void provisions of an agreement that contravene
SUP 6.3.1AGRP
27Under section 55H of the Act, an FCA-authorised person may apply to the FCA to vary its Part 4A permission to:(1) allow it to carry on further regulated activities, other than a PRA-regulated activity; or(2) reduce the number of regulated activities it is permitted to carry on; or (3) vary the description of its regulated activities (including by the removal or variation of any limitations).
SUP 6.3.1BGRP
27Under section 55I of the Act, an FCA-authorised person may apply to the PRA to vary its Part 4A permission to add regulated activities which include a PRA-regulated activity.
SUP 6.3.2AGRP
27Under section 55L(5) of the Act a firm with a Part 4A permission may apply to the FCA for the imposition of a new requirement and/or the variation or cancellation of any requirement previously imposed by the FCA.
SUP 6.3.15DRP
(1) Subject to (1A), a17firm other than a credit union wishing to make an application under SUP 6 must apply online using the forms specified on the online notification and application system21. 1417272727181814(1A) A firm wishing to make an application under SUP 6 which covers only credit-related regulated activities must submit any form, notice or application by using the form in SUP 6 Annex 5 and submitting it in the way set out in SUP 15.7.4 R to SUP 15.7.9 G (Form and method
SUP 6.3.28AGRP
27Where a firm applies to the PRA for the variation of its Part 4A permission, the FCA, in giving consent to such an application or imposing any requirements on the firm, is required by section 55B(3) of the Act to ensure that the firm satisfies and will continue to satisfy the threshold conditions for which the FCA is responsible in relation to all the regulated activities for which the firm has or will have Part 4A permission after the variation.
SUP 6.3.28BGRP
(1) 27The FCA's duty under section 55B(3) of the Act does not prevent it, having regard to that duty, from taking such steps as it considers necessary in relation to a particular firm, to meet any of its operational objectives. This may include granting or consenting to (as the case may be) a firm's application for variation of Part 4A permission when it wishes to wind down (run off) its business activities and cease to carry on new business as a result of no longer being able
SUP 6.3.32AGRP
27The FCA's power to vary a Part 4A permission after it receives an application from a firm extends to including in the Part 4A permission as varied any provision that could be included as though a fresh permission was being given in response to an application under section 55A of the Act (Application for permission). Under section 55E of the Act (Giving permission: the FCA) the FCA may:(1) incorporate in the description of a regulated activity such limitations (for example, as
SUP 6.3.32BGRP
27Thus, when determining an application for variation of Part 4A permission, the FCA can, include new limitations and vary existing limitations, either on application from the firm (for example, the customer categories with which a firm may carry on a specified activity) or, if considered appropriate, by the FCA under section 55E(5) of the Act.
SUP 6.3.32CGRP
27If a firm has applied (whether to the FCA or the PRA) for the variation of a Part 4A permission, the FCA has the power to impose on that person such requirements, taking effect on or after the variation of permission, as the FCA considers appropriate.
SUP 6.3.34AGRP
27Where a firm has made an application to the PRA for the variation of its Part 4A permission and requirements are imposed by the FCA which were not included in the firm's application, the FCA will be required to issue the firm with a warning notice and decision notice (see SUP 6.3.39 G).
SUP 6.3.36AGRP
27Where the application cannot be determined by the PRA without the consent of the FCA, section 55V(3) of the Act requires that the FCA's decision must also be made within the period required in SUP 6.3.35 G or SUP 6.3.36 G as appropriate.
SUP 6.3.37AGRP
27The FCA publishes standard times on its website setting out how long the application process is expected to take. From time to time, the FCA also publishes its performance against these times.
SUP 6.3.40GRP
DEPP9gives guidance on the FCA's27 decision making procedures including the procedures it will follow if it proposes to refuse an application for variation of Part 4A permission or for imposition or variation of a requirement27 either in whole or in part (for example, an application granted by the FCA27 but subject to limitations or requirements not applied for).92727
SUP 6.3.42GRP
(1) Firms should be aware that the appropriate regulator may exercise its own-initiative variation power to vary or cancel their Part 4A permission if they do not (see section 55J of the Act (Variation or cancellation on initiative of regulator)):2727(a) commence a regulated activity for which they have Part 4A permission27 within a period of at least 12 months from the date of being given; or27(b) carry on a regulated activity for which they have Part 4A permission27 for a period
FEES App 1.2.1RRP
[deleted]2
FEES App 1.2.5BRRP
[deleted]2
FEES App 1.2.6RRP
[deleted]2
FEES App 1.2.8RRP
[deleted]2
FEES App 1.2.10GRP
[deleted]2
FEES App 1.2.11GRP
[deleted]2
FEES App 1.2.12GRP
If a sponsoring body wishes to change a set of model rules, it should supply a copy to the FCA indicating the proposed changes. No application fee is payable for such changes.
FEES App 1.2.13GRP
[deleted]2
GEN 5.1.1GRP
1This chapter contains:2(1) guidance for firms, authorised payment institutions, registered account information service providers9 and authorised electronic money institutions8 and their 7appointed representatives, agents7or tied agents5on the circumstances in which the FCA12 permits them 7to reproduce the FSA and FCA logos12;28812712(2) rules on the use by firms of the Key facts logo.2
GEN 5.1.2GRP
The FSA logo is a registered UK service mark, with number 2150560. The FCA logo is a registered UK service mark, with number 321335510.12 The Key facts logo is a registered Community trade mark, with the number EU386668812. All12 are3 the property of the FCA12. They are 3also subject to copyright and may be used or reproduced with permission of the FCA12 only. If the FSA, FCA,12 or Key facts logos are 3reproduced or otherwise used by any person without such permission the FCA
GEN 5.1.3GRP
GEN 5 Annex 1 G is a general licence, which sets out the circumstances in which the FCA12 permits 5a person to whom this chapter applies 7to reproduce the FSA and Key facts logos3. Such a person7need not apply for an individual licence if it uses or reproduces the logos 3in accordance with the general licence.12735753
GEN 5.1.3AGRP
12No general licence is granted by the FCA in respect of the FCA logo.
GEN 5.1.4GRP
The FCA12 has no policy to allow use of the FSA or Key facts12 logos3 by a person to whom this chapter applies 7other than as set out in GEN 5 Annex 1 G. If, however, such a person7 wishes to use or reproduce either of3 the logos3 other than in accordance with the general licence, it may apply to the FCA12 for an individual licence, giving full reasons why it considers the FCA12 should grant the licence.1235755751212
GEN 5.1.8RRP
6A firm must not use the FSA logo (and must take all reasonable steps to ensure that its representatives do not use the FSA logo) in any communication with a client other than in accordance with the general licence in GEN 5 Annex 1 G or any individual licence granted by the FCA12 to the firm or its representatives. 12
GEN 5.1.10RRP
12A firm must not use the FCA logo (and must take all reasonable steps to ensure that its representatives do not use the FCA logo) in any communication with a client other than in accordance with any individual licence granted by the FCA to the firm or its representatives.
SUP 7.2.1GRP
The FCA5 has the power under sections 55J and 55L5of the Act to vary a firm'sPart 4A permission and/or impose a requirement on a firm.5 Varying a firm'sPart 4A permission5 includes imposing a limitation on that Part 4A permission.5555551
SUP 7.2.2GRP
The circumstances in which the FCA5 may vary a firm'sPart 4A permission5 on its own initiative or impose a requirement on a firm5 under sections 55J or 55L5 of the Act include where it appears to the FCA5 that:5555(1) one or more of the threshold conditions for which the FCA is responsible5 is or is likely to be no longer satisfied; or(2) it is desirable to vary a firm's permission in order to meet any of the FCA's5 statutory objectives under the Act; or5335(3) a firm has not
SUP 7.2.3GRP
The FCA5 may also use its own-initiative powers5 for enforcement purposes. EG 82 sets out in detail the FCA's5 powers under sections 55J and 55L of the Act5 and the circumstances under which the FCA5 may use its own-initiative powers5 in this way, whether for enforcement purposes or as part of its day to day supervision of firms. This chapter provides additional guidance on when the FCA5 will use these powers for supervision purposes.55255555
SUP 7.2.4GRP
The FCA5 may use its own-initiative powers5 only in respect of a firm's5Part 4A permission5; that is, a permission granted to a firm under sections 55E or 55F5 of the Act (Giving permission) or having effect as if so given. 6555522
SUP 7.2.4AGRP
5The FCA will consult the PRA before using its own-initiative powers in relation to a PRA-authorised person, or a member of a group which includes a PRA-authorised person.
SUP 7.2.4BGRP
5In the case of a dual-regulatedPRA-authorised person, the FCA may exercise its own-initiative variation power to add a new regulated activity other than a PRA-regulated activity to those activities already included in the firm'sPart 4A permission, or to widen the description of a regulated activity, only after consulting with the PRA.
SUP 7.2.5GRP
If the FCA5 exercises its own-initiative powers5, it will do so by issuing a supervisory notice. The procedure that will be followed is set out in DEPP 22. 552
SUP 7.2.6GRP
A firm has a right of referral to the Tribunal4 in respect of the FCA exercising its own-initiative powers on5 the firm'sPart 4A permission.5255