Related provisions for CONC 8.7.7

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MCOB 3A.1.4RRP

This chapter applies to the communication or approval of a financial promotion of qualifying credit as follows:

Application and purpose

MCOB 3A.1

The fair, clear and not misleading rules

MCOB 3A.2, except MCOB 3A.2.5 R

Other general requirements for financial promotions

MCOB 3A.3

Qualifying credit financial promotions

MCOB 3A.4

MCD financial promotions (note 1)

MCOB 3A.5

Systems and controls

MCOB 3A.9

Note 1: This item does not apply to non-MCDfinancial promotions of qualifying credit.
MCOB 3A.1.7RRP

This chapter applies to the communication or approval of a financial promotion of a home purchase plan as follows:

Application and purpose

MCOB 3A.1

Fair, clear and not misleading rule for approval of home purchase plan financial promotions

MCOB 3A.2.5 R

Home purchase plan financial promotions

MCOB 3A.6
MCOB 3A.1.8RRP
Except for MCOB 3A.2.4R (2) and MCOB 3A.5, this chapter does not apply to a firm in relation to a financial promotion of qualifying credit that is of a kind listed in MCOB 3A.1.9 R, except if the firm approves the financial promotion, then the following apply:(1) MCOB 3A.1 (Application and purpose);(2) MCOB 3A.2.4 R (Fair, clear and not misleading financial promotions);(3) MCOB 3A.4.4 G to MCOB 3A.4.7 G (Approval of qualifying credit promotions; No approval of real time qualifying
MCOB 3A.1.11GRP
Firms are reminded that financial promotions (including those which are exempt) may be subject to more general rules, including Principle 7 (Communications with clients), SYSC 3 to SYSC 10 (Systems and controls), and MCOB 3A.2.4 R (Fair, clear and not misleading communications).
MCOB 3A.1.12GRP
The territorial scope for rules relating to communicating information to a customer is set out in MCOB 1.3.1 R.
MCOB 3A.1.14GRP
The application under MCOB 3A.1.13 R is relevant both when a firmcommunicates a financial promotion itself and when a firmapproves a non-real time financial promotion for communication by others. However, see also MCOB 3A.1.15 R (Exceptions to territorial scope: rules without territorial limitation for approval of financial promotions).
MCOB 3A.1.15RRP
Subject to MCOB 3A.1.16 R, the following parts of this chapter apply without any territorial limitation if a firmapproves a financial promotion of qualifying credit, a home reversion plan or a regulated sale and rent back agreement:(1) MCOB 3A.1 (Application and purpose);(2) rules requiring a financial promotion to be fair, clear and not misleading (see MCOB 3A.2.4 R); and (3) provisions regarding the approval of financial promotions (except those relating to approval of financial
MCOB 3A.1.16RRP
[deleted]2
DTR 4.4.1RRP
The rules on annual financial reports (DTR 4.1) and 3 half-yearly financial reports (DTR 4.2) do not apply to:53333(1) a state;5(2) a regional or local authority of a state5;(3) a public international body of which at least one state6 is a member;5(4) the European Central Bank;5(5) the European Financial Stability Facility (EFSF) established by the EFSF Framework Agreement and any other mechanism established with the objective of preserving the financial stability of European
DTR 4.4.2RRP
The rules on annual financial reports in DTR 4.1 (including DTR 4.1.7R (4)1 and3 half-yearly financial reports (DTR 4.2) do not apply to an issuer that issues exclusively debt securitiesadmitted to trading the denomination per unit of which is at least 100,000 euros2 (or an equivalent amount).[Note: article 8(1)(b) of the TD and article 45(1) of the Audit Directive]11332
DTR 4.4.3RRP
The rules on half-yearly financial reports (DTR 4.2) do not apply to a credit institution whose shares are not admitted to trading and which has, in a continuous or repeated manner, only issued debt securities provided that:(1) the total nominal amount of all such debt securities remains below 100,000,000 Euros; and(2) the credit institution has not published a prospectus in accordance with the Prospectus Regulation7.[Note: article 8(2) of the TD]
DTR 4.4.4RRP
The rules on half-yearly financial reports do not apply to an issuer already existing on 31 December 2003 which exclusively issue debt securities unconditionally and irrevocably guaranteed by the United Kingdom6 or by a regional or local authority of United Kingdom6, on a regulated market.[Note: article 8(3) of the TD]
DTR 4.4.5RRP
The rules on half-yearly financial reports (DTR 4.2) do not apply to an issuer of transferable securities convertible into shares.3
DTR 4.4.7RRP
The rules on half-yearly financial reports (DTR 4.2) do not apply to an issuer of depository receipts.3
DTR 4.4.8RRP
4An issuer whose registered office is in a third country6 is exempted from the rules on:5(1) annual financial reports in DTR 4.1 (other than DTR 4.1.7R (4) which continues to apply); (2) half-yearly financial reports (DTR 4.2); and(3) reports on payments to governments (DTR 4.3A);5if the law of the third country6 in question lays down equivalent requirements or the issuer complies with requirements of the law of a third country6 that the FCA considers as equivalent.5[Note: article
FEES App 1.1.2GRP
2(1) The purpose of these rules is to set out the requirements for registered societies and sponsoring bodies to pay application fees3.2(2) This set of rules is in respect of the registration functions relating to registered societies transferred to the FCA by section 50 of the Financial Services Act 2012, other than friendly societies authorised under section 31 of the Act.2
FEES App 1.1.3GRP
[deleted]3
FEES App 1.1.4GRP
FEES App 1 Annex 2 to these rules contains further information on the fees applicable to registered societies under these rules.
FEES App 1.1.6GRP
The application fee payable to register a new society is a tiered fee: the amount payable for registration of a new society is dependent on whether the rules are based on a free draft or on model rules. Further, where model rules are used in the case of the registration of a new society other than a credit union, then the number of amendments made to the model rules will affect the fee. The application fee payable by a sponsoring body for a new set of model rules is a flat f
FEES App 1.1.7GRP
In these rules:(1) an “R” in the margin or heading indicates that the provision is a rule, which creates binding obligations;(2) a “G” in the margin or heading indicates that the provision is guidance, which is designed to throw light on a particular aspect of these rules, but which is not binding nor an exhaustive description of a person's obligations.
FEES App 1.1.8RRP
In these rules, an expression in italics has the meaning given in Annex 4R.
SYSC 5.2.7GRP
[deleted] Editor’s note: The text of this provision has been moved to SYSC 27.2.5G]8
SYSC 5.2.14GRP
[deleted] Editor’s note: The text of this provision has been moved to SYSC 27.2.12G]84
SYSC 5.2.27RRP
[deleted] Editor’s note: The text of this provision has been moved to SYSC 27.5.1R]8
SYSC 5.2.28ARRP
[deleted] Editor’s note: The text of this provision has been moved to SYSC 27.5.3R]8
SYSC 5.2.28CGRP
(1) [deleted] Editor’s note: The text of this provision has been moved to SYSC 27.5.5G]838(2) [deleted] Editor’s note: The text of this provision has been moved to SYSC 27.5.6G]88
SYSC 5.2.31GRP
[deleted] Editor’s note: The text of this provision has been moved to SYSC 27.7.4G]8
SYSC 6.1.-2GRP

16For a common platform firm:

  1. (1)

    the MiFID Org Regulation applies, as summarised in SYSC 1 Annex 1 3.2G, SYSC 1 Annex 1 3.2-AR and SYSC 1 Annex 1 3.2-BR; and

  2. (2)

    the rules and guidance apply as set out in the table below:

    Subject

    Applicable rule or guidance

    Adequate policy and procedures

    SYSC 6.1.1R, SYSC 6.1.1AG

    Compliance function

    SYSC 6.1.4-AG, SYSC 6.1.7R

    Internal audit

    SYSC 6.2.2G

    Financial crime

    SYSC 6.3.1R to SYSC 6.3.11G
SYSC 6.1.-1GRP
16For a MiFID optional exemption firm and a third country firm:(1) the rules and guidance in this chapter apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(1); and(2) those articles of the MiFID Org Regulation in SYSC 1 Annex 1 2.8AR and 3.2CR apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(2).
SYSC 6.1.2AGRP
4Other firms should take account of the adequate policies and procedures rule (SYSC 6.1.2 R) as if it were guidance (and as if should appeared in that rule16 instead of must) as explained in SYSC 1 Annex 1 3.3 R(1)16. 5
SYSC 6.1.3AGRP
(1) 4Other firms should take account of the compliance function rule (SYSC 6.1.3 R) as if it were guidance (and as if should appeared in that rule16 instead of must) as explained in SYSC 1 Annex 1 3.3 R(1)16. 5(2) Notwithstanding SYSC 6.1.3 R, as it applies under (1), depending on the nature, scale and complexity of its business, it may be appropriate for a firm to have a separate compliance function. Where a firm has a separate compliance function the firm should also take into
SYSC 6.1.5RRP
A firm that is a20management company or an operator of an electronic system in relation to lending20 need not comply with SYSC 6.1.4 R (3) or SYSC 6.1.4 R (4) if it is able to demonstrate that in view of the nature, scale and complexity of its business, and the nature and range of financial services and activities,4 the requirements under those rules are not proportionate and that its compliance function continues to be effective.[Note: 16article 10(3) second paragraph of the
SYSC 6.1.6GRP
4Other firms should take account of the proportionality rule (SYSC 6.1.5 R) as if it were guidance (and as if should appeared in that rule16 instead of must) as explained in SYSC 1 Annex 1 3.3R(1)16. 5
SYSC 6.1.7RRP
[deleted]19
DISP 1.11.5RRP
(1) A notification claiming exemption under DISP 1.1.12 R from the complaints reporting rules and the rules relating to the funding of the Financial Ombudsman Service must be given to the FCA by the Society on behalf of any member eligible for an exemption. (2) The Society must notify the FCA if the conditions relating to such an exemption no longer apply to a member who is exempt.
DISP 1.11.6RRP
The report to be sent to the FCA under the complaints reporting rules must be provided by the Society and must cover all complaints by policyholders against members falling within the scope of the complaints reporting rules.
DISP 1.11.7GRP
Each member of the Society is individually subject to the rules in this chapter as a result of the insurance market direction given in DISP 2.1.7 D23 under section 316 of the Act (Direction by a regulator).232323
DISP 1.11.9GRP
Members will individually comply with this chapter if and only if all complaints by policyholders against members are dealt with under the Lloyd's complaints procedures. Accordingly, certain of the obligations under this chapter, for example the obligation to report on complaints received and the obligation to pay fees under the rules relating to the funding of the Financial Ombudsman Service (FEES 5), must be complied with by the Society on behalf of members. Managing agents
DISP 1.11.12GRP
The Financial Ombudsman Service is not able to deal with the complaints listed in DISP 1.11.13 R and separate rules and guidance are therefore required.
DISP 1.11.14RRP
The Society must maintain by byelaw one or more appropriate effective schemes for the resolution of disputes between an individual member or a former member who was an individual member and:(1) his underwriting agent; or(2) the Society.
DISP 1.11.21RRP
A contravention of DISP 1.11.13 R or DISP 1.11.14 R does not give rise to a right of action by a private person under section 138D of the Act (Actions for damages) and each of those rules is specified under section 138D(3) of the Act as a provision giving rise to no such right of action.
SUP 15.11.1GRP
1Under section 64A of the Act, the FCA may make rules about the conduct of approved persons and certain other 4persons who work for a firm4.
SUP 15.11.2GRP
COCON sets out rules under section 64A of the Act4and guidance on those rules for SMCR firms5.4
SUP 15.11.4GRP
Under section 64C of the Act, a firm must notify the FCA if it takes disciplinary action against certain people working for an SMCR firm5 and the reason for this action is a reason specified in rules made by the FCA (those rules are set out4 in SUP 15.11.6R)4. 4
SUP 15.11.12GRP
Where a firm is required to notify the FCA pursuant to2section 64C of the Act and that notification relates to an SMF manager, SUP 10C sets out how and when the notification must be made, and the relevant notification rules in SUP 10C apply.
SUP 15.11.13RRP
(1) A firm must make any notifications required pursuant to section 64C of the Act relating to conduct rules staff other than SMF managers4in accordance with SUP 15.11.13R to SUP 15.11.15R.3(2) That notification must be made annually.3(3) Each notification must:3(a) cover;63(i) 6(in the case of a firm falling within SYSC 23 Annex 1 6.7R (credit firms with limited permission)) its annual financial reporting period ending on its accounting reference date; or(ii) 6(for any other
SUP 15.11.15RRP
A credit union3 must make each notification pursuant to2SUP 15.11.13R (notifications about3section 64C of the Act relating to conduct rules staff other than SMF managers4) in accordance with the rules and guidance in SUP 15.7, using Form H as set out in SUP 15 Annex 7R3.3
SUP 15.11.18GRP
When considering whether to make a notification pursuant to2section 64C of the Act, a firm should also consider whether a notification should be made under any notification rules, including, without limitation, any notification rules that require a notification to be made to the PRA.
COCON 4.1.1GRP
The following is a non-exhaustive list of examples of conduct that would be in breach of rule 1.(1) Misleading (or attempting to mislead) by act or omission:(a) a client; or(b) the firm for whom the person works (or its auditors); or(c) the FCA or;(d) the PRA.(2) Falsifying documents.(3) Misleading a client about:(a) the risks of an investment;(b) the charges or surrender penalties of products;(c) the likely performance of products by providing inappropriate projections of future
COCON 4.1.3GRP
The following is a non-exhaustive list of examples of conduct by any conduct rules staff that would be in breach of rule 2.(1) Failing to inform:(a) a customer; or(b) their firm (or its auditors);of material information in circumstances where the member of conduct rules staff was aware, or ought to have been aware, of such information, and of the fact that they should provide it, including the following:(i) failing to explain the risks of an investment to a customer;(ii) failing
COCON 4.1.8GRP
The following is a non-exhaustive list of examples of conduct by a manager that would be in breach of rule 2.(1) Failing to take reasonable steps to ensure that the business of the firm for which the manager has responsibility:(a) is controlled effectively;(b) complies with the relevant requirements and standards of the regulatory system applicable to that area of the business; and(c) is conducted in such a way to ensure that any delegation of responsibilities is to an appropriate
COCON 4.1.8AGRP
3Rule 2 in COCON 2.1.3R applies to a director (whether executive or non-executive) when taking part in the activities of the Board, other governing body or of its committees. This includes, for example, participating in meetings, preparing papers or other submissions for meetings and reporting to the body or committee.
COCON 4.1.9GRP
For the purpose of rule 3 in COCON 2.1.3R, regulators other than the FCA and the PRA are those which have recognised jurisdiction in relation to activities to which COCON applies and have a power to call for information from the firm or from individuals performing certain functions in connection with those regulated activities. This may include an exchange or an overseas regulator.
COCON 4.1.11GRP
The following is a non-exhaustive list of examples of conduct that would be in breach of rule 3.(1) Failing to report promptly in accordance with their firm's internal procedures (or, if none exist, direct to the regulator concerned), information in response to questions from the FCA, the PRA, or both the PRA and the FCA.(2) Failing without good reason to: (a) inform a regulator of information of which the approved person was aware in response to questions from that regulator;
COCON 4.1.13GRP
Rule 4 in COCON 2.1.4R applies to all conduct rules staff, regardless of whether that person has direct contact or dealings with customers of the firm. Persons subject to the rules in COCON should consider how their actions (or their failure to act) can affect the interests of customers or result in customers being treated unfairly.
COCON 4.1.14GRP
The following is a non-exhaustive list of examples of conduct that would be in breach of rule 4.(1) Failing to inform a customer of material information in circumstances where they were aware, or ought to have been aware, of such information and of the fact that they should provide it, including the following:(a) failing to explain the risks of an investment to a customer;(b) failing to disclose to a customer details of the charges or surrender penalties of investment products;
COCON 4.1.15GRP
A general consideration about whether or not a person's conduct complies with the relevant requirements and standards of the market, is whether they, or the firm, comply2 with relevant market codes and exchange rules. Compliance with2 relevant market codes and exchange rules will tend to show compliance with rule 5 in COCON 2.1.5R.2
CONC 2.7.6RRP
A firm must communicate to the consumer all the contractual terms and conditions and the information referred to in the distance marketing disclosure rules (CONC 2.7.2 R to CONC 2.7.5 R) in a durable medium1. That information must be made available and accessible to the consumer in good time before the consumer is bound by any distance contract or offer.1[Note: regulation 8(1) of SI 2004/2095][Note: articles 4(5) and 5(1) of the Distance Marketing Directive]
CONC 2.7.9RRP
In the case of a distance contract comprising an initial service agreement, followed by successive operations or a series of separate operations of the same nature performed over time, the rules in this chapter only apply to the initial agreement.[Note: regulation 5(1) of SI 2004/2095][Note: article 1(2) of the Distance Marketing Directive]
CONC 2.7.10RRP
(1) If there is no initial service agreement but the successive or separate operations of the same nature performed over time are performed between the same contractual parties, the distance marketing disclosure rules (CONC 2.7.2 R to CONC 2.7.5 R) will only apply:(a) when the first operation is performed; and(b) if no operation of the same nature is performed for more than a year, when the next operation is performed (the next operation being deemed the first in a new series
CONC 2.7.15RRP
(1) A firm must not enforce, or seek to enforce, any obligations under a distance contract against a consumer in the event of an unsolicited supply of services. The absence of a reply does not constitute consent.(2) This rule does not apply to the tacit renewal of a distance contract.[Note: regulation 15 of SI 2004/2095][Note: article 9 of the Distance Marketing Directive]
CONC 2.7.16RRP
If a consumer purports to waive any of the consumer's rights created or implied by the rules in this section, a firm must not accept that waiver, nor seek to rely on or enforce it against the consumer.[Note: article 12 of the Distance Marketing Directive]
CONC 2.7.17RRP
If a firm proposes to enter into a distance contract with a consumer that will be governed by the law of a country outside the UK4, the firm must ensure that the consumer will not lose the protection created by the rules in this section if the distance contract has a close link with the territory of the UK4.4[Note: regulation 16(3) of SI 2004/2095][Note: articles 12 and 16 of the Distance Marketing Directive]
SUP 12.1.1ARRP
(1) [deleted]65(2) [deleted]6
SUP 12.1.1BGRP
[deleted]65
SUP 12.1.1CGRP
[deleted]65
SUP 12.1.1DGRP
5 In addition to those rules in SUP 12 relating to the MiFID business of appointed representatives and tied agents, there are other obligations derived from MiFID6 in the Handbook relevant to the knowledge and competence of tied agents and related compliance obligations (see SYSC 5.1, TC and FIT (in respect of appointed representatives that are approved persons)). These provisions are subject to the territorial application requirements in their respective chapters.
SUP 12.1.3GRP
The chapter also sets out the FCA'srules, and guidance on these rules, that apply to a firm before it appoints, when it appoints and when it has appointed an appointed representative. The main purpose of these rules is to place responsibility on a firm for seeking to ensure that: (1) its appointed representatives are fit and proper to deal with clients in its name; and (2) clients dealing with its appointed representatives are afforded the same level of protection as if they had
SUP 12.1.5GRP
2This chapter also sets out:5(1) guidance about section 39A of the Act, which is relevant to a MiFID investment firm6 that is considering appointing an FCA registered tied agent; and5(2) the FCA’s rules, and guidance on those rules, in relation to the appointment of:5(a) an FCA registered tied agent by a MiFID investment firm6;5(b) a MiFID optional exemption appointed representative; and5(c) a structured deposit appointed representative.5
REC 4.5.1GRP
UK RIEs1which, under their rules, have market contracts are required to have default rules enabling them (among other things) to take action in relation to a member who appears to be unable to meet his obligations in respect of one or more unsettled market contracts. The detailed recognition requirements relating to the default rules are set out in REC 2.17. 1
REC 4.5.2GRP
The default rules are designed to ensure that rights and liabilities between the defaulter and any counterparty to an unsettled market contract are discharged, and for there to be paid between the defaulter and each counterparty one net sum. The Companies Act 1989 contains provisions which protect action taken under default rules from the normal operation of insolvency law which might otherwise leave this action open to challenge by a relevant office-holder.
REC 4.5.3GRP
The Companies Act 1989 also gives the FCA1 powers to supervise the taking of action under default rules. Under section 166 of the Companies Act 1989 (Powers of the appropriate regulator1 to give directions) (see REC 4.5.4 G), the FCA1 may direct a UK RIE1to take, or not to take, action under its default rules. Before exercising these powers the FCA1 must consult the UK RIE.1 The FCA1 may also exercise these powers if a relevant office-holder applies to it under section 167 of
REC 4.5.4GRP

The Companies Act 1989: section 166

The FCA1 may issue a "positive" direction (to take action) under section 166(2)(a) of the Companies Act 1989:

1

Where in any case a [UK RIE] has not taken action under its default rules- if it appears to [the FCA] that it could take action, [the FCA may direct it to do so,1

1

but under section 166(3)(a) of the Companies Act 1989:

Before giving such a direction the [FCA] shall consult the [UK RIE] in question; and [the FCA] shall not give a direction unless [the FCA] is satisfied, in the light of that consultation that failure to take action would involve undue risk to investors or other participants in the market, or that the direction is necessary having regard to the public interest in the financial stability of the United Kingdom, or that the direction is necessary to facilitate a proposed or possible use of a power under Part 1 of the Banking Act 2009 or in connection with a particular exercise of a power under that Part.1

1

The FCA1 may issue a "negative" direction (not to take action) under section 166(2)(b) of the Companies Act 1989:

1

Where in any case a [UK RIE] has not taken action under its default rules - if it appears to the [FCA] that it is proposing to take or may take action, [the FCA] may direct it not to do so.1

1

but under section 166(3)(b) of the Companies Act 1989:

Before giving such a direction the [FCA] shall consult the [UK RIE] in question; and the [FCA] shall not give a direction unless [the FCA] is satisfied, in the light of that consultation that the taking of action would be premature or otherwise undesirable in the interests of investors or other participants in the market, or that the direction is necessary having regard to the public interest in the financial stability of the United Kingdom, or that the direction is necessary to facilitate a proposed or possible use of a power under Part 1 of the Banking Act 2009 or in connection with a particular exercise of a power under that Part.1

1
REC 4.5.8GRP
Under section 166(7) of the Companies Act 1989, where a UK RIE has taken action either of its own accord or in response to a direction, the FCA may direct it to do or not to do specific things subject to these being within the powers of the UK RIE under its default rules. However,11(1) 1where the UK RIE is acting in accordance with a direction given by the FCA to take action under section 166(2)(a) of the Act on the basis that failure to take action would involve undue risk to
REC 4.5.9GRP
Where, in relation to a member (or designated non-member) of a UK RIE :1(1) a bankruptcy order; or(2) an award of sequestration of his estate; or(3) an order appointing an interim receiver of his property; or(4) an administration or winding-up order; or(5) a resolution for a voluntary winding-up; or(6) an order appointing a provisional liquidator; has been made or passed and the UK RIE1 has not taken action under its default rules as a result of this event or of the matters giving
REC 4.5.10GRP
The effect of an application under section 167 of the Companies Act 1989 is to require the UK recognised body concerned to take action under its default rules or to require the FCA1 to take action under section 166 of the Companies Act 1989 (see REC 4.5.4G).1
REC 4.5.11GRP
The procedure is that the FCA1 must notify the UK recognised body of the application and, unless within three business days after receipt of that notice, the UK recognised body: 1(1) takes action under its default rules; or(2) notifies the FCA1 that it proposes to take action forthwith; or1(3) is directed to take action by the FCA1 under section 166(2)(a) of the Companies Act 1989; 1the provisions of sections 158 to 165 of the Companies Act 1989 do not apply in relation to market
SUP 4.5.1RRP
An actuary2 appointed under PRA rules made under section 340 of the Act, or for the purposes of PRA Rulebook: Solvency II firms: Conditions Governing Business, 6,6 must be objective in performing his duties.225
SUP 4.5.3RRP
An actuary appointed under firms PRA rules made under section 340 of the Act, or for the purposes of PRA Rulebook: Solvency II firms: Conditions Governing Business, 6,6 must take reasonable steps to satisfy himself that he is free from bias, or from any conflict of interest from which bias may reasonably be inferred. He must take appropriate action where this is not the case.225
SUP 4.5.7GRP
(1) Actuaries appointed under PRA rules made under section 340 of the Act, or for the purposes of PRA Rulebook: Solvency II firms: Conditions Governing Business, 6,6 are subject to regulations5 made by the Treasury under sections 342(5) and 343(5) of the Act (Information given by auditor or actuary to a regulator7). Section 343 and the regulations also apply to an actuary of an authorised person in his capacity as an actuary of a person with close links with the authorised person.47(2)
SUP 4.5.8GRP
SUP 4.5.9 R to SUP 4.5.11 G apply to a person who is or has been an actuary appointed under PRA rules made under section 340 of the Act, or for the purposes of PRA Rulebook: Solvency II firms: Conditions Governing Business, 66.225
SUP 4.5.10RRP
An actuary2 who has ceased to be appointed under PRA rules made under section 340 of the Act, or for the purposes of PRA Rulebook: Solvency II firms: Conditions Governing Business, 66 or who has been formally notified that he will cease to be so 2appointed, must notify the appropriate regulator5 without delay:222525(1) of any matter connected with the cessation which he thinks ought to be drawn to the appropriate regulator's attention; or(2) that there is no such matter.
SUP 4.5.13RRP
2When carrying out his duties, an actuary appointed under PRA rules made under section 340 of the Act, or for the purposes of PRA Rulebook: Solvency II firms: Conditions Governing Business, 6,6 must pay due regard to generally accepted actuarial practice.35
REC 6.7.1RRP
The notification rules in this chapter, which are made under sections 293 (Notification requirements) and 295 of the Act (Notification: overseas investment exchanges and overseas clearing houses), apply to all ROIEs1.1
REC 6.7.2GRP
The notification rules in this chapter are made by the FCA1 in order to ensure that it is provided with notice of events and information which it reasonably requires for the exercise of its functions under the Act. 1
REC 6.7.8RRP
Where an ROIE1 has notice that any licence, permission or authorisation which it requires to conduct any regulated activity in its home territory has been or is about to be:1(1) revoked; or(2) modified in any way which would materially restrict the ROIE1 in performing any regulated activity in its home territory or in the United Kingdom;1it must immediately notify the FCA1 of that fact and must give the FCA1 the information specified for the purposes of this rule in REC 6.7.9
REC 6.7.10RRP
Any notice to be given or information to be supplied under these notification rules must be supplied in English, and any document to be provided must be accompanied, if not in English, by an accurate English translation.
REC 6.7.12RRP
The rules relating to the form and method of notification in REC 3.2 also apply to ROIEs1.1
REC 6.7.13GRP
ROIEs 1may apply to the FCA1 for a waiver of any of the notification rules. The procedure is the same as that for applications from UK recognised bodies. Guidance on the procedure is given in REC 3.3.1
SYSC 19A.3.15ERP
(1) A firm's risk management and compliance functions should have appropriate input into setting the remuneration policy for other business areas. The procedures for setting remuneration should allow risk and compliance functions to have significant input into the setting of individual remuneration awards where those functions have concerns about the behaviour of the individuals concerned or the riskiness of the business undertaken.(2) Contravention of (1) may be relied on as
SYSC 19A.3.33GRP
Remuneration Principle 12 consists of a series of rules, evidential provisions and guidance relating to remuneration structures.
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.3.47RRP
(1) A firm must ensure that a substantial portion, which is at least 50%, of any variable remuneration consists of an appropriate balance of:(a) shares or equivalent ownership interests, subject to the legal structure of the firm concerned, or share-linked instruments or equivalent non-cash instruments in the case of a non-listed firm; and(b) 3where possible other instruments which are eligible as Additional Tier 1 instruments or are eligible as Tier 2 instruments or other instruments
SYSC 19A.3.52ERP
(1) A firm should reduce unvested deferred variable remuneration when, as a minimum:(a) there is reasonable evidence of employee misbehaviour or material error; or(b) the firm or the relevant business unit suffers a material downturn in its financial performance; or(c) the firm or the relevant business unit suffers a material failure of risk management.(2) For performance adjustment purposes, awards of deferred variable remuneration made in shares or other non-cash instruments
SYSC 19A.3.54RRP
(1) Subject to (1A) to (3), the rules1 in SYSC 19A Annex 1.1R to 1.4R1 apply in relation to the prohibitions on Remuneration Code staff being remunerated in the ways specified in:11(a) SYSC 19A.3.40 R (guaranteed variable remuneration);(b) SYSC 19A.3.49 R (6deferred variable remuneration); and(c) (replacing payments recovered or property transferred).(1A) Paragraph (1) applies only to those prohibitions as they apply in relation to a firm that satisfies at least one of the conditions
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
CREDS 2.2.15GRP
In accordance with rule SC 2 in COCON 2.2.1R5, it is the responsibility of each individual member of the governing body5 who is a senior conduct rules staff member5to understand, and ensure that the credit union complies with, the requirements of all the relevant Acts, secondary legislation and rules.
CREDS 2.2.24GRP
SYSC 9.1.1 R requires that a credit union takes reasonable care to make and retain adequate records of all matters governed by the Act or the CCA, 4 secondary legislation under the Act or the CCA, 4 or rules (including accounting records). These records should be capable of being reproduced in the English language and on paper.
CREDS 2.2.30GRP
Guidance on compliance is located in SYSC 6.1.3 R.[Note: As explained in SYSC 1 Annex 1.3.3G, SYSC 6.1.3 R is to be read as guidance rather than as a rule, and as if "should" appeared in that provision instead of "must".]
CREDS 2.2.32GRP
Guidance on management information is located in SYSC 7.1.4 R.[Note: As explained in SYSC 1 Annex 1.3.3G, SYSC 7.1.4 R is to be read as guidance rather than as a rule, and as if "should" appeared in that provision instead of "must".]
CREDS 2.2.43GRP
The purposes of an internal audit are:(1) to ensure that the policies and procedures of the credit union are followed;(2) to provide the governing body5 with a continuous appraisal of the overall effectiveness of the control systems, including proposed changes;(3) to recommend improvements where desirable or necessary;(4) to determine whether the internal controls established by the governing body5 are being maintained properly and operated as laid down in the policy, and comply
CREDS 2.2.45GRP
The internal audit work programme should include items such as:(1) verification of cash (counting and reconciliation) without prior notification;(2) bank reconciliation (checking records against bank statements);(3) verification of passbooks or account statements;(4) checking for compliance with policies and procedures;(5) checking for compliance with relevant Acts, secondary legislation and rules;(6) checking minutes and reports of the governing body5 and other sub-committees
CREDS 2.2.53GRP
Guidance on business strategy is located in SYSC 6.1.2 R and SYSC 7.1.2 R.[Note: As explained in SYSC 1 Annex 1.3.3G, SYSC 6.1.2 R and SYSC 7.1.2 R are to be read as guidance rather than as rules, and as if "should" appeared in those provisions instead of "must".]
CREDS 2.2.62GRP
Guidance on business continuity is located in SYSC 4.1.6R to SYSC 4.1.8 G.[Note: As explained in SYSC 1 Annex 1.3.3G, SYSC 4.1.6R is to be read as guidance rather than as a rule, and as if "should" appeared in that provision instead of "must".]
CREDS 2.2.72GRP
5SYSC 5.2 gives details about the certification requirement described in CREDS 2.2.71G and sets out rules and guidance about it, including a list of FCA certification function6.
SYSC 10.1.-2GRP

9For a common platform firm:

  1. (1)

    the MiFID Org Regulation applies, as summarised in SYSC 1 Annex 1 3.2G, SYSC 1 Annex 1 3.2-AR and SYSC 1 Annex 1 3.2-BR; and

  2. (2)

    the rules and guidance in the table below apply:

    Subject

    Applicable rule or guidance

    Provision of services

    SYSC 10.1.2G

    Identifying conflicts

    SYSC 10.1.3R

    Types of conflicts

    SYSC 10.1.5G

    Managing conflicts

    SYSC 10.1.7R

    Conflicts policy

    SYSC 10.1.12G
  3. (3)

    SYSC 10.1.7AR (Proportionality – insurance distribution activities), SYSC 10.1.8R (Disclosure of conflicts) and SYSC 10.1.11ABR (Contents of policy) also apply in relation to the carrying on of insurance distribution activities.12

SYSC 10.1.-1GRP
9For a MiFID optional exemption firm and a third country firm, the rules and guidance in this chapter apply to them as if they were rules or as guidance in accordance with SYSC 1 Annex 1 3.2CR(1).11
SYSC 10.1.4AGRP
3Other firms (except common platform firms, UCITS management companies and insurance intermediaries12) should take account of the rule on the types of conflicts (see SYSC 10.1.4 R) in accordance with11SYSC 1 Annex 1 3.3R9. 94
SYSC 10.1.6AGRP
3Other firms (other than common platform firms and insurance intermediaries12)9 should also9 take account of the rule on records of conflicts (see SYSC 10.1.6 R) in accordance with SYSC 1 Annex 1 3.2BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R)9.4
SYSC 10.1.8RRP
(1) If arrangements made by a firm under SYSC 10.1.7 R9 are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of a client will be prevented, the firm must clearly disclose the following9 to the client before undertaking business for the client:93(a) the general nature or sources of conflicts of interest, or both; and9(b) the steps taken to mitigate those risks.9(2) The disclosure must:(a) be made in a durable medium; 9(b) clearly state
SYSC 10.1.11AGRP
3Other firms (except common platform firms, UCITS management companies and insurance intermediaries12 )9 should take account of the rules relating to conflicts of interest policies (see SYSC 10.1.10 R and SYSC 10.1.11 R) in accordance with SYSC 1 Annex 1.3.2BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R9.4
SYSC 10.1.16RRP
3The rules relating to:(1) types of conflict (see SYSC 10.1.4 R);(2) records of conflicts (see SYSC 10.1.6 R); and(3) conflicts of interest policies (see SYSC 10.1.10 R and SYSC 10.1.11 R);also apply to a firm which is not a common platform firm when it produces, or arranges for the production of, investment research that is intended or likely to be subsequently disseminated to clients of the firm or to the public10, and when it produces or disseminates non-independent research,10
SYSC 10.1.18GRP
5For a UK UCITS management company13, references to client in SYSC 10.1.4 R and in the other rules in this section should be construed as referring to any UCITS scheme13managed by that firm or which it intends to manage, and with or for the benefit of which the relevant activity is to be carried on.
SYSC 10.1.27GRP
6Articles 30 to 37 of the AIFMD level 2 regulation provide detailed rules supplementing the provisions of article 14 of AIFMD.
COLL 5.6.1RRP
(1) Subject to (3), this22 section applies to the authorised fund manager and the depositary of a non-UCITS retail scheme and to an ICVC which is a non-UCITS retail scheme.(2) Where this section contains a reference to a rule in any of COLL 5.1 to COLL 5.5 , these rules and any rules to which they refer or any relevant guidance should be read as if any reference to a UCITS scheme is to a non-UCITS retail scheme.(3) Other than COLL 5.6.3R(1), 5.6.4AG, 5.6.14R, 5.6.15R, 5.6.22R(2),
COLL 5.6.2GRP
(1) This section contains rules on the types of permitted investments and any relevant limits with which non-UCITS retail schemes must comply. These rules allow for the relaxation of certain investment and borrowing powers from the requirements applicable to UCITS schemes.23(2) Some examples of the different investment and borrowing powers under the rules in this section for non-UCITS retail schemes are the power to:(a) invest not more than 10% of the value of scheme property
COLL 5.6.3RRP
(1) An authorised fund manager must ensure that, taking account of the investment objectives and policy of the non-UCITS retail scheme as stated in its most recently published prospectus, the scheme property of the non-UCITS retail scheme aims to provide a prudent spread of risk(1A) For a feeder NURS, (1) applies only to the extent that the feeder NURS invests in assets other than units of its qualifying master scheme.17(2) Subject to (3) and (4), the 10rules in this section relating
COLL 5.6.4RRP
(1) The scheme property of a non-UCITS retail scheme may, subject to the rules in this section, comprise any assets or investments to which it is dedicated.(2) For an ICVC, the scheme property may also include movable or immovable property that is necessary for the direct pursuit of the ICVC's business of investing in those assets or investments.(3) The scheme property must be invested only in accordance with the relevant provisions in this section that are applicable to that
COLL 5.6.7RRP
(1) This rule does not apply in respect of a transferable security or an approved money-market instrument to which COLL 5.6.8R (Spread: government and public securities) applies21. (2) Not more than 20% in value of the scheme property is to consist of deposits with a single body.(3) Not more than 10% in value of the scheme property is to consist of transferable securities or money-market instruments issued by any single body subject to COLL 5.6.23 R (Schemes replicating an index).(3A)
COLL 5.6.8RRP
(1) This rule applies in respect of a transferable security or an approved money-market instrument (“such securities”) that is issued or guaranteed by:21(a) the UK or2321an EEA State; or(b) 21a local authority of the UK or23 an EEA State; or(c) 21a non-EEA State; or(d) 21a public international body to which the UK or23 one or more EEA States belong.(2) The requirements in COLL 5.2.12 R (Spread: government and public securities) apply to investment in such securities21by a non-UCITS
COLL 5.6.10ARRP
(1) 21A non-UCITS retail scheme that is not a feeder NURS may, if the conditions in (2) to (5) are met, invest in units of:(a) a feeder UCITS; or(b) a feeder NURS; or(c) a schemededicated to units in a single property authorised investment fund; or(d) a schemededicated to units in a recognised scheme.(2) (a) The relevant master UCITS must comply with COLL 5.2.13R(2), (3) and (4) as if it were the second scheme for the purpose of that rule.(b) The relevant qualifying master scheme,
COLL 5.6.18RRP
(1) Any investment in land or a building held within the scheme property of a non-UCITS retail scheme must be an immovable within (2) to (5).(2) An immovable must:(a) be situated in a country or territory identified in the prospectus for the purpose of this rule; and(b) if situated in:(i) England and Wales or Northern Ireland, be a freehold or leasehold interest; or(ii) Scotland, be any interest or estate in or over land or heritable right including a long lease; or(c) if not
COLL 5.6.20RRP
(1) The following requirements apply in relation to the appointment of a valuer:(a) the authorised fund manager must ensure that any immovables in the scheme property are valued by an appropriate valuer (standing independent valuer) appointed by the authorised fund manager; and(b) the appointment must be made with the approval of the depositary at the outset and upon any vacancy.18(2) The standing independent valuer in (1) must be:(a) for an AUT or ACS18, independent of the authorised
COLL 5.6.22RRP
The following rules in Chapter 5 apply to a non-UCITS retail scheme:(1) COLL 5.2.7 R (Transferable securities);(2) COLL 5.5.1 R(Application) and COLL 5.5.2 R (Table of application)2;(3) COLL 5.5.3 R (Cash and near cash);(4) COLL 5.5.4 R (1), COLL 5.5.4 R (2), COLL 5.5.4 R (3) and COLL 5.5.4R (8) (General power to borrow);(5) COLL 5.5.5 R (1) and3COLL 5.5.5 R (2) (Borrowing limits);33(6) COLL 5.5.6 R (Restrictions on lending of money) ;(7) COLL 5.5.7 R (1), (2) and (4)2 (Restrictions
COLL 5.6.24RRP
(1) In relation to a scheme which is an umbrella, the provisions in this section apply to each sub-fund as they would for a non-UCITS retail scheme.(2) A sub-fund may invest in or dispose of units of15 another sub-fund of the same umbrella (the second sub-fund) only if the following conditions are satisfied:1515(a) the second sub-fund does not hold units in any other sub-fund of the same umbrella;15(b) the conditions in COLL 5.2.16 R (Investment in other group schemes) and COLL
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 5.1.5RRP
2A firm must not use the Key facts logo other than as and when it is required or expressly 4permitted3 to be used by the rules, and in accordance with the general licence in GEN 5 Annex 1 G3.
GEN 5.1.6RRP
2A firm must take all reasonable steps to ensure that its representatives do not use the Key facts logo other than as and when the logo is required to be used by the rules.
GEN 5.1.7RRP
2A firm must take all reasonable steps to ensure that the Key facts logo is not reproduced on any document that the firm, or any person acting on its behalf, provides to a customer unless the reproduction is required by the rules.
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 15.7.1RRP
A notification required from a firm under any notification rule must be given in writing, and in English, and must be submitted on the form specified for that notification rule, or if no form is specified, on the form inSUP 15 Ann 4 R3 (Notification form), and must give the firm's Firm Reference Number unless:237(1) the notification rule states otherwise; or(2) the notification is provided solely in compliance with Principle 11 (see SUP 15.3.7 G).
SUP 15.7.4RRP
Unless stated in the notification rule, or on the relevant form (if specified), a written notification required from a firm under any notification rule must be:2(1) given to or addressed for the attention of the firm's usual supervisory contact at the FCA4 and77(2) delivered to the FCA4 by one of the methods in SUP 15.7.5AR6.777
SUP 15.7.10RRP
If a notification rule requires notification within a specified period:(1) the firm must give the notification so as to be received by the FCA4 no later than the end of that period; and 77(2) if the end of that period falls on a day which is not a business day, the notification must be given so as to be received by the FCA4 no later than the first business day after the end of that period. 77
SUP 15.7.11GRP
If a notification rule does not require notification within a specified period, the firm should act reasonably in deciding when to notify.
SUP 15.7.15GRP
If a firm fails to comply with the rules in this section then the notification is invalid and there may be a breach of the rule that required the notification to be given.
SUP 15.7.16GRP
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 FCA4. They do not apply to notifications required under notification rules because of the specific rules in this section.77
CONC 3.1.3RRP
This chapter, unless a rule in CONC 3 specifies differently, applies to:(1) a communication with a customer in relation to a credit agreement;(2) the communication or approval for communication of a financial promotion in relation to a credit agreement;(3) a communication with a customer in relation to credit broking;(4) the communication or approval for communication of a financial promotion in relation to credit broking;(5) a communication with a borrower or a prospective borrower
CONC 3.1.4RRP
The clear fair and not misleading rule in CONC 3.3.1 R and the general requirements rule in CONC 3.3.2 R and the guidance inCONC 3.3.5 G to CONC 3.3.11 G also, unless a rule or guidance in those paragraphs specifies differently, apply to:(1) a communication with a customer in relation to debt counselling or debt adjusting; and(2) the communication or approval for communication of a financial promotion in relation to debt counselling or debt adjusting.
CONC 3.1.4AGRP
3Firms are reminded that the rules and guidance in CONC 3.9 also apply to financial promotions and communications with a customer in relation to debt counselling and debt adjusting.
CONC 3.1.7RRP
(1) CONC 3 does not apply (apart from the provisions in (2)) to a financial promotion or communication that consists of only one or more of the following:(a) the name or a trading name 3of the firm (or its appointed representative);(b) a logo;(c) a contact point (address (including e-mail address), telephone, facsimile number and website address);(d) a brief, factual description of the type of product or service provided by the firm.(2) The provisions in CONC 3 which apply to
CONC 3.1.8GRP
CONC 3.1.7R (1) does not enable detailed information to be given about credit available from the firm. Firms should note that the image advertising exclusion in CONC 3.1.7R (1) is subject to compliance with the rules specified in (2), including the rules which require the inclusion of a representative APR in specified circumstances (although the rules in CONC 3.5.9R about the wording that must accompany a representative APR do not apply to image advertising)5. A name or logo may