Related provisions for SUP App 3.3.8

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LR 3.3.2RRP
The following documents must be submitted, in final form, to the FCA by midday two business days before the FCA is to consider the application:(1) a completed Application for Admission of Securities to the Official List;(2) the prospectus or listing particulars, that has been approved by the FCA;5(3) any circular that has been published in connection with the application, if applicable;(4) any approved supplementary prospectus or approved supplementary listing particulars, if
REC 2.12.2AAUKRP

7Schedule to the Recognition Requirements Regulations, Paragraph 9ZB

[Note: This paragraph is relevant to regulated markets only. See REC 2.16A regarding MTFs or OTFs.]

(1)

The rules of the [UK RIE] must ensure that all -

(a)

[financial instruments] admitted to trading on a [regulated market] operated by it are capable of being traded in a fair, orderly and efficient manner;

(b)

[transferable securities] admitted to trading on a [regulated market] operated by it are freely negotiable; and

(c)

contracts for derivatives admitted to trading on a [regulated market] operated by it are designed so as to allow for their orderly pricing as well as for the existence of effective settlement conditions.

[Note:MiFID RTS 17 specifies further conditions for financial instruments to be admitted to trading on regulated markets]

(2)

The rules of the [UK RIE] must provide that where the [UK RIE], without obtaining the consent of the issuer, admits to trading on a regulated market operated by it a transferable security which has been admitted to trading on another regulated market, the [UK RIE] -

(a)

must inform the issuer of that security as soon as is reasonably practicable; and

(b)

may not require the issuer of that security to demonstrate compliance with the disclosure obligations.

(3)

The [UK RIE] must maintain effective arrangements to verify that issuers of transferable securities admitted to trading on a regulated market operated by it comply with the disclosure obligations.

(4)

The [UK RIE] must maintain arrangements to assist members of or participants in a regulated market operated by it to obtain access to information made public under the disclosure obligations.

(5)

The [UK RIE] must maintain arrangements to regularly review regularly whether financial instruments admitted to trading on a regulated market operated by it comply with the admission requirements for those instruments.

[Note: see MiFID RTS 17]

(6)

In this paragraph -

“the disclosure obligations” are the initial ongoing and ad hoc disclosure requirements contained in-

(a)

Articles 17, 18 and 19 of the market abuse regulation;

(b)

those provisions of Part 6 of the Act and Part 6 rules (within the meaning of section 73A of the Act) which were relied on by the United Kingdom before IP completion day to implement—8

(i)

Articles 3, 5, 7, 8, 14 and 16 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectuses to be published when securities are offered to the public or admitted to trading;8

(ii)

Articles 4 to 6, 14 and 16 to 19 of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 relating to the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market;8

as they have effect on IP completion day in the case of Part 6 rules;8

(c)

8

(d)

any subordinate legislation (within the meaning of the Interpretation Act 1978) made under any of the provisions mentioned in paragraphs (a), (b)(i) and (b)(ii) on or after IP completion day.8

8

8

8

8

8

LR 18.4.3ARRP
(1) 2An issuer within LR 18.4.3 R must publish its annual report and annual accounts as soon as possible after they have been approved. (2) An issuer within LR 18.4.3 R must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.(3) The annual report and accounts must:(a) have been prepared in accordance with the issuer's national law and, in all material respects, with national accounting standards or UK-adopted
COLL 11.5.2RRP
(1) The information-sharing agreement referred to in COLL 11.5.1 R must include:(a) identification of the documents and categories of information which are to be routinely shared between both auditors;(b) whether the information or documents referred to in (a) are to be provided by one auditor to the other or made available on request;(c) the manner and timing, including any applicable deadlines, of the transmission of information by the auditor of the master UCITS to the auditor
ICOBS 1.1.4GRP
Guidance on the application provisions is in ICOBS 1 Annex 1 (Part 4).
TC 2.1.1RRP
(1) 13A firm must not assess an employee as competent to carry on an activity in TC Appendix 1 until the employee has demonstrated the necessary competence to do so and has (if required by TC Appendix 1) attained 16each module of an appropriate qualification16. This assessment need not take place before the employee starts to carry on the activity.14161613(2) [deleted]28161614
PERG 9.1.5GRP
[deleted]524
COLL 6.6B.24GRP
(1) (a) If a depositary performs part of its functions through a branch in an 4EEA State, this is not a delegation by the depositary of its functions to a third party.(b) This is because ‘third party’ in COLL 6.6B.22R means any party that is not part of the same legal entity as the depositary.(2) [deleted]4(3) (a) A depositary that performs part of its functions through a branch in an EEA State 4 should ensure that those arrangements do not impede the depositary’s ability to meet
MAR 7A.4.4RRP
A firm must immediately notify the FCA2 if it is providing DEA services.2 [Note: article 17(5) of MiFID and MiFID RTS 6 specifying the organisational requirements of investment firms providing direct electronic access]
COLL 9.4.2RRP
(1) The operator of a recognised scheme must maintain facilities in the United Kingdom for any person, for inspection (free of charge) and for the obtaining (free of charge, in the case of the documents at (c), (d) and (e)3, and otherwise at no more than a reasonable charge) of copies in English of: 3(a) the instrument constituting the fund;44(b) any instrument amending the instrument constituting the fund;44(c) the latest prospectus (which must include the address where the facilities
CASS 1A.3.1BGRP
(1) (a) This paragraph CASS 1A.3.1BG describes how CASS 1A.3.1AR applies to SMCR firms.8343(b) The8 function in CASS 1A.3.1AR is not a separate controlled function and performing that function does not require approval as an approved person.837(c) 7However, nothing in paragraphs (1A) to (4) affects the requirement for the function in CASS 1A.3.1AR to be allocated to a single director or senior manager of sufficient skill and authority in accordance with CASS 1A.3.1AR and CASS
MAR 10.2.2DRP
(1) 1A person must comply at all times with commodity derivative position limits established by the FCA, published at www.fca.org.uk. (2) A direction made under (1) applies where a commodity derivative is traded on a trading venue in the United Kingdom.2(3) Position limits established under (1) shall apply to the positions held by a person together with those held on its behalf at an aggregate group level (subject to the non-financial entity exemption in regulation 17(1) of the
BIPRU 3.3.6GRP
[deleted]1
SYSC 4.4.6GRP

Frequently asked questions about allocation of functions in SYSC 4.4.5 R

Question

Answer

1

Does an individual to whom a function is allocated under SYSC 4.4.5 R need to be an approved person13?

8

Yes. They13 will be performing the limited scope function13.

However, the limited scope function does not apply to an EEA SMCR firm (except claims management firms) or an authorised professional firm that is a core SMCR firm.1313

171717178

2

If the allocation is to more than one individual, can they perform the functions, or aspects of the functions, separately?

If the functions are allocated to joint chief executives under SYSC 4.4.5 R, column 2, they are expected to act jointly. If the functions are allocated to an individual under SYSC 4.4.5 R, column 2, in addition to individuals under SYSC 4.4.5 R, column 3, the former may normally be expected to perform a leading role in relation to the functions that reflects his position. Otherwise, yes.

3

What is meant by "appropriately allocate" in this context?

The allocation of functions should be compatible with delivering compliance with Principle 3, SYSC 4.4.3 R and SYSC 4.1.1 R. The FCA13 considers that allocation to one or two individuals is likely to be appropriate for most firms.

4

If a committee of management governs a firm or group, can the functions be allocated to every member of that committee?

Yes, as long as the allocation remains appropriate (see Question 3). If the firm also has an individual as chief executive, then the functions must be allocated to that individual as well under SYSC 4.4.5 R, column 2 (see Question 7).

5

Does the definition of chief executive include the possessor of equivalent responsibilities with another title, such as a managing director or managing partner?

Yes.

6

Is it possible for a firm to have more than one individual as its chief executive?

Although unusual, some firms may wish the responsibility of a chief executive to be held jointly by more than one individual. In that case, each of them will be a chief executive and the functions must be allocated to all of them under SYSC 4.4.5 R, column 2 (see also Questions 2 and 7).

7

If a firm has an individual as chief executive, must the functions be allocated to that individual?

Normally, yes, under SYSC 4.4.5 R, column 2.

But if the firm is a body corporate and a member of a group, the functions may, instead of being allocated to the firm'schief executive, be allocated to a director or senior manager from the group responsible for the overall management of the group or of a relevant group division, so long as this is appropriate (see Question 3). Such individuals may nevertheless require approval under section 59 (see Question 1).

If the firm chooses to allocate the functions to a director or senior manager responsible for the overall management of a relevant group division, the FCA13 would expect that individual to be of a seniority equivalent to or greater than a chief executive of the firm for the allocation to be appropriate.

See also Question 14.

8

If a firm has a chief executive, can the functions be allocated to other individuals in addition to the chief executive?

Yes. SYSC 4.4.5 R, column 3, permits a firm to allocate the functions, additionally, to the firm's (or where applicable the group's) directors and senior managers as long as this is appropriate (see Question 3).

9

What if a firm does not have a chief executive?

Normally, the functions must be allocated to one or more individuals selected from the firm's (or where applicable the group's) directors and senior managers under SYSC 4.4.5 R, column 3.

But if the firm:

(1) is a body corporate and a member of a group; and

(2) the group has a director or senior manager responsible for the overall management of the group or of a relevant group division;

then the functions must be allocated to that individual (together, optionally, with individuals from column 3 if appropriate) under SYSC 4.4.5 R, column 2.

10

What do you mean by "group division within which some or all of the firm's regulated activities fall"?

A "division" in this context should be interpreted by reference to geographical operations, product lines or any other method by which the group's business is divided.

If the firm's regulated activities fall within more than one division and the firm does not wish to allocate the functions to its chief executive, the allocation must, under SYSC 4.4.5 R, be to:

(1) a director or senior manager responsible for the overall management of the group; or (2) a director or senior manager responsible for the overall management of one of those divisions;

together, optionally, with individuals from column 3 if appropriate. (See also Questions 7 and 9.)

11

How does the requirement to allocate the functions in SYSC 4.4.5 R apply to an overseas SMCR firm13 which is not an EEA SMCR firm13?

The firm must appropriately allocate those functions to one or more individuals, in accordance with SYSC 4.4.5 R, but:

(1) The responsibilities that must be apportioned and the systems and controls that must be overseen are those relating to activities carried on from a UK establishment with certain exceptions (see SYSC 1 Annex 1 2.15R13).

(2) The chief executive of an overseas firm is the person responsible for the conduct of the firm's business within the United Kingdom (see the definition of "chief executive"). This might, for example, be the manager of the firm'sUK establishment, or it might be the chief executive of the firm as a whole, if he has that responsibility.

13(3) SYSC 4.4 does not apply to such a firm if it does not have a branch in the United Kingdom.

12

How does the requirement to allocate the functions in SYSC 4.4.5 R apply to an EEA SMCR firm other than a claims management firm13?

(1) Such a firm is not required to allocate the function of dealing with apportionment in SYSC 4.4.5R (1).

(2) Such a firm is required to allocate the function of oversight in SYSC 4.4.5R (2). 15

(3) Such a firm need not allocate the function of oversight to its chief executive; it must allocate it to one or more directors and senior managers of the firm or the firm'sgroup under SYSC 4.4.5 R, row (2).

(4) SYSC 4.4 does not apply to an EEA PTV firm if it does not have a branch in the United Kingdom15.

See also Question 1.15

1313

13

What about a firm that is a partnership or a limited liability partnership?

The FCA13 envisages that most if not all partners or members will be either directors or senior managers, but this will depend on the constitution of the partnership (particularly in the case of a limited partnership) or limited liability partnership. A partnership or limited liability partnership may also have a chief executive (see Question 5). A limited liability partnership is a body corporate and, if a member of a group, will fall within SYSC 4.4.5 R, row (1) or (2).

14

What if generally accepted principles of good corporate governance recommend that the chief executive should not be involved in an aspect of corporate governance?

The Note to SYSC 4.4.5 R provides that the chief executive or other executive director or senior manager need not be involved in such circumstances. For example, the UK Corporate Governance Code5 recommends that the board of a listed company should establish an audit committee of independent,9 non-executive directors to be responsible (among other things) for overseeing the effectiveness9 of the audit process and the objectivity and independence of the external auditor9. That aspect of the oversight function may therefore be allocated to the members of such a committee without involving the chief executive. Such individuals may require approval under section 59 in relation to that function (see Question 1).

5

15

[deleted]15

13
BIPRU 5.7.12RRP
In the case of guarantees 2provided by or counter-guaranteed by entities referred to in BIPRU 5.7.9 R, the requirements in BIPRU 5.7.11 R (1) – (3) will be satisfied where either of the following conditions are met:(1) the lending firm has the right to obtain in a timely manner a provisional payment by the guarantor calculated to represent a robust estimate of the amount of the economic loss, including losses resulting from the non-payment of interest and other types of payment
LR 3.4.4RRP
An applicant must submit, in final form, to the FCA by midday two business days before the FCA is to consider the application41(1) a completed Application for Admission of Securities to the Official List;(2) the prospectus or listing particulars that has been approved by the FCA;64(3) any approved supplementary prospectus or approved supplementary listing particulars, if applicable; 611(4) written confirmation of the number of securities to be issued (pursuant to a board resolution).
REC 1.2.1GRP
The purpose of the guidance6in this sourcebook is to give information on the recognised body requirements.36 Explanations of the purposes of the rules in this sourcebook are given in the chapters concerned.2223332
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
SYSC 1.4.2RRP
A contravention of a rule in SYSC 11 to 2SYSC 14, SYSC 18 to10SYSC 21,7SYSC 22.8.1R, SYSC 22.9.1R or to 9SYSC 288 does not give rise to a right of action by a private person under section 138D of the Act (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). 34437