Related provisions for TC 2.1.2

CONC 1.2.2R01/04/2014

A firm must:(1) ensure that its employees and agents comply with CONC; and (2) take reasonable steps to ensure that other persons acting on its behalf comply with CONC.

MCOB 12.4.7G26/04/2014

4In calculating the cost of the additional administration required as a result of a customer having a payment shortfall, the firm:(1) may, where appropriate, take into account the following types of costs:(a) providing information or documents;(b) non-executive staff costs;(c) premises costs;(d) human resources costs; and(e) information technology costs;(2) should consider the extent to which the cost of the additional administration is shared with the rest of its business; and(3)

EG 6.2.807/03/2016

3If, after consulting the persons to whom the notice is given or copied, the FCA still considers it is appropriate to publish information about a warning notice, it will publish this information in a statement (a warning notice statement). This will ordinarily include a brief summary of the facts which gave rise to the warning notice to enable consumers, firms and market users to understand the nature of the FCA’s concerns. Where the FCA considers it appropriate to identify the

SYSC 14.1.29AG01/04/2013

10When determining the adequacy of its internal controls, a firm should consider both the potential risks that might hinder the achievement of the objectives listed in SYSC 14.1.28 G, and the extent to which it needs to control these risks. More specifically, this should normally include consideration of:(1) the appropriateness of its reporting and communication lines (see SYSC 3.2.2 G);(2) how the delegation or contracting of functions or activities to employees, appointed representatives

SUP 16.8.4R13/04/2018

1In this section, and in SUP 16 Annex 6R:9(1) '12 month report' means the part of a persistency report or data report reporting on life policies or stakeholder pensions effected in Y-2, '24 month report' means the part of a persistency report or data report reporting on life policies or stakeholder pensions effected in Y-3, and so on;(2) 'CC' means the number of life policies or stakeholder pensions which: (a) were effected during the period to which the calculation relates; and(b)

CONC 2.10.2G01/07/2014

(1) The Mental Capacity Act 2005 sets out the legal framework concerning mental capacity for England and Wales. The Ministry of Justice has issued the Mental Capacity Act Code of Practice which, among other things, includes information on indications of mental capacity limitations and on how to assist people with making decisions. (2) The Adults with Incapacity (Scotland) Act 2000 provides the framework in Scotland for safeguarding the welfare and managing the finances of adults

EG 7.1.201/01/2023

3The FCA has the following powers to impose sanctions2.(1) It may publish a statement: (a) against an approved person or conduct rules staff1 under section 66 of the Act; (b) against an issuer under section 87M of the Act; (c) against a sponsor under section 88A of the Act; (ca) against a primary information provider under section 89Q of the Act; (d) where there has been a contravention

COCON 4.2.5G07/03/2016

Where members of staff have particular levels of authorisation, these should be clearly set out and communicated to staff. It may be appropriate for each member of staff to have a job description of which they are aware.

COLL 6.9.3G01/07/2013

(1) Independence is likely to be lost if, by means of executive power, either relevant party could control the action of the other.(2) The board of one relevant party should not be able to exercise effective control of the board of another relevant party. Arrangements which might indicate this situation include quorum provisions and reservations of decision-making capacity of certain directors.(3) For an AUT or ACS6, the FCA would interpret the concept of directors in common to

TC App 1.1.1R29/07/2022

1Activity	Products/Sectors		Is there an appropriate qualification4requirement? 4
Designated investment business carried on for a retail client
Providing basic advice	1.	Stakeholder products excluding a deposit-based stakeholder product	No
Advising or giving personal recommendations (as relevant)13	2.	Giving personal recommendations on securities 13 which are not stakeholder pension schemes, personal pension schemes 7 or broker funds	Yes
	3.	Giving personal recommendations on derivatives 13	Yes2
	4.	Giving personal recommendations on retail investment products 13 which are not broker funds 6 6	Yes2
	5.	Giving personal recommendations on13 Friendly Society life policies where the employee is not reasonably expected to receive a remuneration of greater than £1000 a year in respect of such sales	No2
	6.	Giving personal recommendations on13 Friendly Society tax-exempt policies (other than Holloway sickness policies where the Holloway policy special application conditions are met)5	Yes2
	7.	Giving personal recommendations on long-term care insurance contracts 13	Yes2
	8.	Giving personal recommendations on investments 13 in the course of corporate finance business	Yes2
	9.	Advising on syndicate participation at Lloyd's	Yes2
	129A.	Advising on P2P agreements	Yes
Undertaking the activity in column 2	10.	Broker fund adviser	Yes
Undertaking the activity in column 2	11.	Pension transfer specialist	Yes2
Giving personal recommendations13 and dealing	12.	Giving personal recommendations on and dealing in securities 13 which are not stakeholder pension schemes, personal pension schemes 7 or broker funds	Yes
Giving personal recommendations13 and dealing	13.	Giving personal recommendations on and dealing in derivatives 13	Yes2
4Dealing	13A.8	Securities which are not stakeholder pension schemes, personal pension schemes 7 or broker funds	No
4Dealing	413B.8	Derivatives	No
15 MiFID business bidding	13C15	emissions auction products 15	No15
8		14
Managing	14.	Investments	Yes
Overseeing on a day-to-day basis	15.	Operating a collective investment scheme or undertaking the activities of a trustee or depositary of a collective investment scheme	Yes
	16.	Safeguarding and administering investments or holding client money	Yes2
	17.	Administrative functions in relation to managing investments	Yes2
	18.	Administrative functions in relation to effecting or carrying out contracts of insurance which are life policies	Yes2
	19.	Administrative functions in relation to the operation of stakeholder pension schemes	Yes2
Mortgage Activity10 and reversion activity carried on for a customer 10
9 10Advising; arranging (bringing about) an execution-only sale, excluding variations to an existing home finance transaction except where the effect is to change all or part of the home finance transaction from one interest rate to another. See Note 3, which for the avoidance of doubt forms part of this rule.	20	Regulated mortgage contracts for a non-business purpose	Yes
	20A	Regulated mortgage contracts for a business purpose	No
	21	Equity release transactions	Yes
9Designing scripted questions for execution-only sales	21A	Regulated mortgage contracts for a non-business purpose	Yes
	21B	Regulated mortgage contracts for a business purpose	No
	22	Equity release transactions	Yes
Overseeing execution-only sales on a day-to-day basis9 9	23.	Equity release transactions	Yes
11 MCD credit agreement activities carried on for consumers
11manufacturing	23A	an MCD credit agreement	No
11 entering into a regulated mortgage contract or entering into a regulated credit agreement as lender	23B	an MCD credit agreement	No
11 arranging (bringing about) regulated mortgage contracts or acting as an MCD credit broker	23C	an MCD credit agreement	No
11 advising on a regulated mortgage contract or advising on a regulated credit agreement for the acquisition of land	23D	an MCD credit agreement	No
11directly managing or supervising employees who carry on any of the MCD credit agreement activities 23A to 23D	23E	an MCD credit agreement	No
[Note: article 9(1) of the MCD]11
Non-investment insurance business carried on for a consumer
Giving personal recommendations13	24.	Giving personal recommendations on non-investment insurance contracts 13	No
3 Regulated sale and rent back activity carried on for a customer
Advising	25.	Regulated sale and rent back agreements	No
Overseeing an execution-only sale 10 on a day-to-day basis 10	26.	Regulated sale and rent back agreements	No
16 Regulated funeral plan activity carried on for a customer
16 Dealing in investments as agent	27	Funeral plan contracts	No
16 Arranging (bringing about) deals in investments	28	Funeral plan contracts	No
16 Making arrangements with a view to transactions in investments	29	Funeral plan contracts	No
16 Managing investments	30	Funeral plan contracts	No
16 Safeguarding and administering investments	31	Funeral plan contracts	No
16 Sending dematerialised instructions	32	Funeral plan contracts	No
16 Causing dematerialised instructions to be sent	33	Funeral plan contracts	No
16 Advising on investments	34	Funeral plan contracts	No
16 Entering as provider into a funeral plan contract	35	Funeral plan contracts	No
16 Carrying out a funeral plan contract as provider	36	Funeral plan contracts	No
16 Agreeing to carry on a regulated activity	37	Funeral plan contracts	No
Notes:
1.	In the Appendix the heading and types of business specified in the headings are to be read in conjunction with the paragraphs appearing beneath them.
2.	Thus, for example, paragraph 24,13 consistent with the heading above it, refers only to personal recommendations given in relation to13 non-investment insurance contracts given to a consumer.10 3 3
122A.	In relation to activity number 9A, see TC 2.1.5HR and TC 2.1.6R(2). There is no qualification for this activity in the list of qualifications set out in TC Appendix 4E. However, the effect of TC 2.1.5HR is that an employee advising on P2P agreements must be qualified to the same standard as if that employee were providing investment advice to retail clients on retail investment products.
103.	For the purpose of product numbers 20, 20A and 21 the activity of arranging (bringing about) referred to in the activity column: (a) includes activity which would be arranging (bringing about) but for the exclusion in article 28A of the Regulated Activities Order; and (b) does not include activities which taken on their own would not fall within the definition of that activity. For these purposes no account should be taken of the fact that for an activity to be a regulated activity it must be carried on by way of business (see PERG 4.3).
4.	In this Appendix, paragraphs 23A, 23B, 23C, 23D and 23E relate to the implementation of article 9(1) of the MCD. The specified activities do not, in and of themselves, attract a qualification requirement. However, where those activities overlap with those specified under the heading "mortgage activity and reversion activity carried on for a customer", qualification requirements may apply.

EG 5.5.201/03/2017

2Normally, where the outcome is potentially a financial penalty, suspension, restriction, condition or disciplinary prohibition,3 the FCA will send a letter at an early point in the enforcement process to the subject of the investigation. This is what the FCA refers to as a stage 1 letter. The FCA will aim to give 28 days’ notice of the beginning of stage 1 to allow the parties involved to make administrative arrangements, e.g. ensuring that key staff can be available to participate

SUP 4.3.12BG31/12/2004

1Both the actuarial function and the with-profits actuary function may be performed by employees of the firm or by external consultants, and performing other functions on behalf of the firm will not necessarily give rise to a significant conflict of interest. However, being a director, or a senior manager responsible, say, for sales or marketing in a firm (or for finance in a proprietary firm), is likely to give rise to a significant conflict of interest for an actuary performing

LR 9.8.6R20/04/2022

In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report1:1(1) a statement setting out all the interests (in respect of which transactions are notifiable to the company under article 19 of the Market Abuse Regulation16) 4of each person who is4 a3director of the listed company as at the end of4 the period under review including:44334(a) all changes in the interests of each director that have

SYSC 19D.2.5G01/07/2015

For example, remuneration includes payments made by a seconding organisation which is not subject to the dual-regulated firms Remuneration Code to a secondee in respect of their employment by a firm which is subject to the dual-regulated firms Remuneration Code.

SYSC 19C.1.5R01/01/2014

(1) This rule applies to a firm that is unable to comply with the BIPRU Remuneration Code because of an obligation it owes to a BIPRU Remuneration Code staff member under a provision of an agreement made on or before 29 July 2010. (2) A firm must take reasonable steps to amend or terminate the provision in (1) in a way that enables it to comply with the BIPRU Remuneration Code at the earliest opportunity.(3) Until the provision in (1) ceases to prevent the firm from complying

PERG 6.7.1G01/07/2005

Medical schemes under which an employer operates or contributes to a fund, from which the employee has a right to a benefit (for example, a payment) on the occurrence of a specified illness or injury, are likely to be insurance schemes. This will be the case whether the employee makes any contribution to the fund, or the scheme is funded by the employer as an emolument. The scheme would not be insurance, however, if the employer has an absolute discretion whether or not to provide

SUP 10C.8.7G10/12/2018

[deleted] [Editor’s note: The text of this provision has been moved to SUP 10C.5A.3G]44

LR 9.5.10R01/10/2012

(1) If a listed company makes an open offer, placing, vendor consideration placing, offer for subscription of equity shares or an issue out of treasury (other than in respect of an employees’ share scheme)3 of a class already listed, the price must not be at a discount of more than 10% to the middle market price of those shares at the time of announcing the terms of the offer for an open offer or offer for subscription of equity shares8 or at the time of agreeing the placing for

SYSC 4.4.6G29/07/2022

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 person 13? 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 and funeral plan 16 firms) or an authorised professional firm that is a core SMCR firm.13 13 17 17 17 17 8
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 FCA 13 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's chief 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 FCA 13 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 firm 13 which is not an EEA SMCR firm 13?	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's UK 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 or funeral plan 16 firm 13?	(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's group 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 Kingdom 15. See also Question 1.15 13 13
13	What about a firm that is a partnership or a limited liability partnership?	The FCA 13 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 Code 5 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

DEPP 6.5B.2G10/12/2018

(1) The FCA3 will determine a figure which will be based on a percentage of an individual’s “relevant income”. “Relevant income” will be the gross amount of all benefits received by the individual from the employment in connection with which the breach occurred (the “relevant employment”), and for the period of the breach. In determining an individual’s relevant income, “benefits” includes, but is not limited to, salary, bonus, pension contributions, share options and share schemes;

Related provisions for TC 2.1.2

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