Related provisions for BIPRU 12.4.11A

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SYSC 19A.3.1RRP
(1) A firm must apply the requirements of this section at group, parent undertaking and subsidiary undertaking levels, including those subsidiaries established in a country or territory which is outside the United Kingdom7.(2) Paragraph (1) does not limit SYSC 12.1.13 R (2)(dA) (which relates to the application of the Remuneration Code within UK consolidation groups and non-UK sub-groups7).[Note:3article 92(1) of CRD]3
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.3.7RRP
A firm must ensure that its remuneration policy is consistent with and promotes sound and effective risk management and does not encourage risk-taking that exceeds the level of tolerated risk of the firm.[Note:3article 92(2)(a) of CRD]3
SYSC 19A.3.8RRP
A firm must ensure that its remuneration policy is in line with the business strategy, objectives, values and long-term interests of the firm.[Note:3article 92(2)(b) of CRD]3
SYSC 19A.3.9RRP
A firm must ensure that its remuneration policy includes measures to avoid conflicts of interest.[Note:3article 92(2)(b) of CRD]3
SYSC 19A.3.10RRP
A firm must ensure that its 3management body in its supervisory function adopts and periodically reviews the general principles of the remuneration policy and is responsible for3 overseeing its implementation.3[Note:3article 92(2)(c) of CRD and Standard 1 of the FSB Compensation Standards]3
SYSC 19A.3.11RRP
A firm must ensure that the implementation of the remuneration policy is, at least annually, subject to central and independent internal review for compliance with policies and procedures for remuneration adopted by the 3management body in its supervisory function.3[Note:3article 92(2)(d) of CRD and Standard 1 of the FSB Compensation Standards]3
SYSC 19A.3.12RRP
(1) A6firm that is significant in terms of its size, internal organisation and the nature, the scope and the complexity of its activities must establish a remuneration committee. 3(2) The remuneration committee must be constituted in a way that enables it to exercise competent and independent judgment on remuneration policies and practices and the incentives created for managing risk, capital and liquidity.(3) The chairman and the members of the remuneration committee must be
SYSC 19A.3.12ARRP
3A firm that maintains a website must explain on the website how it complies with the Remuneration Code.[Note: article 96 of CRD]
SYSC 19A.3.14RRP
A firm must ensure that employees engaged in control functions:(1) are independent from the business units they oversee;(2) have appropriate authority; and (3) are remunerated:(a) adequately to attract qualified and experienced staff; and(b) in accordance with the achievement of the objectives linked to their functions, independent of the performance of the business areas they control.[Note:3article 92(2)(e) of CRD and Standard 2 of the FSB Compensation Standards]3
SYSC 19A.3.16RRP
A firm must ensure that the remuneration of the senior officers in risk management and compliance functions is directly overseen by the remuneration committee referred to in SYSC 19A.3.12 R, or, if such a committee has not been established, by the governing body in its supervisory function.[Note:3article 92(2)(f) of CRD]3
SYSC 19A.3.18RRP
A firm must ensure that total variable remuneration does not limit the firm's ability to strengthen its capital base.[Note:3article 94(1)(c) of CRD and Standard 3 of the FSB Compensation Standards]3
SYSC 19A.3.20RRP
A firm that benefits from exceptional government intervention must ensure that:(1) variable remuneration is strictly limited as a percentage of net revenues when it is inconsistent with the maintenance of a sound capital base and timely exit from government support;(2) it restructures remuneration in a manner aligned with sound risk management and long-term growth, including when appropriate establishing limits to the remuneration of3members of its management body; and3(3) no
SYSC 19A.3.22RRP
(1) A firm must ensure that any measurement of performance used to calculate variable remuneration components or pools of variable remuneration components:(a) includes adjustments for all types of current and future risks and takes into account the cost and quantity of the capital and the liquidity required; and(b) takes into account the need for consistency with the timing and likelihood of the firm receiving potential future revenues incorporated into current earnings.(2) A
SYSC 19A.3.27RRP
A firm must ensure that its total variable remuneration is generally considerably contracted where subdued or negative financial performance of the firm occurs, taking into account both current remuneration and reductions in payouts of amounts previously earned3, including through malus or clawback arrangements.3[Note:3article 94(1)(n) of CRD and Standard 5 of the FSB Compensation Standards]3
SYSC 19A.3.29RRP
A firm must ensure that:(1) its pension policy is in line with its business strategy, objectives, values and long-term interests;(2) when an employee leaves the firm before retirement, any discretionary pension benefits are held by the firm for a period of five years in the form of instruments referred to in SYSC 19A.3.47 R (1); and(3) 3when an employee reaches retirement, discretionary pension benefits are paid to the employee in the form of instruments referred to in SYSC 19A.3.47
SYSC 19A.3.30RRP
(1) A firm must ensure that its employees undertake not to use personal hedging strategies or remuneration- or liability-related contracts of insurance to undermine the risk alignment effects embedded in their remuneration arrangements.(2) A firm must maintain effective arrangements designed to ensure that employees comply with their undertaking.[Note:3article 94(1)(p) of CRD and Standard 14 of the FSB Compensation Standards]3
SYSC 19A.3.32RRP
A firm must ensure that variable remuneration is not paid through vehicles or methods that facilitate 3non-compliance with the Remuneration Code, the UK CRR or the UK legislation that implemented the CRD7.36[Note:3article 94(1)(q) of CRD]3
SYSC 19A.3.35ARRP
4A firm must ensure that the remuneration policy makes a clear distinction between criteria for setting:(1) basic fixed remuneration that primarily reflects an employee's professional experience and organisational responsibility as set out in the employee's job description and terms of employment; and(2) variable remuneration that reflects performance in excess of that required to fulfil the employee's job description and terms of employment and that is subject to performance
SYSC 19A.3.36RRP
A firm must ensure that where remuneration is performance-related:(1) the total amount of remuneration is based on a combination of the assessment of the performance of:(a) the individual; (b) the business unit concerned; and (c) the overall results of the firm; and(2) when assessing individual performance, financial as well as non-financial criteria are taken into account.[Note:3article 94(1)(a) of CRD and Standard 6 of the FSB Compensation Standards]3
SYSC 19A.3.38RRP
A firm must ensure that the assessment of performance is set in a multi-year framework in order to ensure that the assessment process is based on longer-term performance and that the actual payment of performance-based components of remuneration is spread over a period which takes account of the underlying business cycle of the firm and its business risks.[Note:3article 94(1)(b) of CRD]3
SYSC 19A.3.40RRP
A firm must ensure that guaranteed variable remuneration is not part of prospective remuneration plans.3 A firm must not award, pay or provide guaranteed variable remuneration unless:3(1) 3it is exceptional;(2) 3it occurs in the context of hiring new Remuneration Code staff;3(3) 3the firm has a sound and strong capital base; and3(4) 3it is limited to the first year of service.[Note:3article 94(1)(d) and (e) of CRD and Standard 11 of the FSB Compensation Standards]3
SYSC 19A.3.40ARRP
3A firm must ensure that remuneration packages relating to compensation for, or buy out from, an employee's contracts in previous employment align with the long term interests of the firm and are subject to appropriate retention, deferral and performance and clawback arrangements.[Note: article 94(1)(i) of CRD]
SYSC 19A.3.44RRP
A firm must set an 5appropriate ratio 5between the fixed and variable components of total remuneration and ensure that:(1) fixed and variable components of total remuneration are appropriately balanced;3(2) the level of the 5fixed component represents a sufficiently high proportion of the total remuneration to allow the operation of a fully flexible policy on variable remuneration components, including the possibility to pay no variable remuneration component3; and3(3) subject
SYSC 19A.3.44ARRP
3A firm may set a higher maximum level of the 5ratio between the fixed and variable components of total remuneration provided:555(1) the overall level of the variable component does not exceed 200% of the fixed component of the total remuneration for each Remuneration Code staff; and55(2) is approved by the shareholders or owners or members of the firm in accordance with SYSC 19A.3.44B R.[Note: article 94(1)(g)(ii) of CRD]
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.3.44DRRP
3A firm may apply a discount rate to a maximum of 25% of an employee's total variable remuneration provided it is paid in instruments that are deferred for a period of not less than five years.[Note: article 94(1)(g)(iii) of CRD]
SYSC 19A.3.45RRP
A firm must ensure that payments 3relating to the early termination of a contract reflect performance achieved over time and are designed in a way that does not reward failure3or misconduct.3[Note:3article 94(1)(h) of CRD and Standard 12 of the FSB Compensation Standards]3
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.3.49RRP
(1) A firm must not award, pay or provide a variable remuneration component unless a substantial portion of it, which is at least 40%, is deferred over a period which is not less than three to five years.(2) Remuneration under (1) must vest no faster than on a pro-rata basis. (3) In the case of a variable remuneration component: (a) of £500,000 or more;6 or(b) payable to a director of a firm that is significant in terms of its size, internal organisation and the nature, scope
SYSC 19A.3.51RRP
A firm must ensure that any variable remuneration, including a deferred portion, is paid or vests only if it is sustainable according to the financial situation of the firm as a whole, and justified on the basis of the performance of the firm, the business unit and the individual concerned.3[Note:article 94(1)(n) of CRD3]
SYSC 19A.3.51ARRP
3A firm must:(1) ensure that any of the total variable remuneration is subject to malus or clawback arrangements;(2) set specific criteria for the application of malus and clawback; and(3) 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;(b) failed to meet appropriate standards of fitness and propriety.[Note: article
SYSC 19D.3.1RRP
(1) A firm must apply the requirements of this section at group, parent undertaking and subsidiary undertaking levels, including those subsidiaries established in a country or territory which is outside the United Kingdom3.(2) Paragraph (1) does not limit SYSC 12.1.13R(2)(dA) (which relates to the application of the dual-regulated firms Remuneration Code within UK consolidation groups4). 32
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.3.7RRP
A firm must ensure that its remuneration policy is consistent with, and promotes, sound and effective risk management and does not encourage risk-taking that exceeds the level of tolerated risk of the firm.[Note: article 92(2)(a) of CRD]
SYSC 19D.3.8RRP
A firm must ensure that its remuneration policy is in line with the business strategy, objectives, values and long-term interests of the firm.[Note: article 92(2)(b) of CRD]
SYSC 19D.3.9RRP
A firm must ensure that its remuneration policy includes measures to avoid conflicts of interest.[Note: article 92(2)(b) of CRD]
SYSC 19D.3.10RRP
A firm must ensure that its management body in its supervisory function adopts and periodically reviews the general principles of the remuneration policy and is responsible for overseeing its implementation.[Note: article 92(2)(c) of CRD and Standard 1 of the FSB Compensation Standards]
SYSC 19D.3.11RRP
A firm must ensure that the implementation of the remuneration policy is, at least annually, subject to central and independent internal review for compliance with policies and procedures for remuneration adopted by the management body in its supervisory function.[Note: article 92(2)(d) of CRD and Standard 1 of the FSB Compensation Standards]
SYSC 19D.3.12RRP
(1) A significant firm2 must establish a remuneration committee .(2) A firm in (1) must ensure that:(a) the remuneration committee is constituted in a way that enables it to exercise competent and independent judgement on remuneration policies and practices and the incentives created for managing risk, capital and liquidity;(b) the chairman and the members of the remuneration committee must be members of the management body who do not perform any executive function in the firm;(c)
SYSC 19D.3.13RRP
A firm that maintains a website must explain on the website how it complies with the dual-regulated firms Remuneration Code.[Note: article 96 of the CRD]
SYSC 19D.3.15RRP
A firm must ensure that employees engaged in control functions:(1) are independent from the business units they oversee;(2) have appropriate authority; and(3) are remunerated:(a) adequately to attract qualified and experienced employees; and(b) in accordance with the achievement of the objectives linked to their functions, independent of the performance of the business areas they control.[Note: article 92(2)(e) of CRD and Standard 2 of the FSB Compensation Standards]
SYSC 19D.3.17RRP
A firm must ensure that the remuneration of the senior officers in risk management and compliance functions is directly overseen by the remuneration committee referred to in SYSC 19D.3.12R or, if such a committee has not been established, by the governing body in its supervisory function.[Note: article 92(2)(f) of CRD]
SYSC 19D.3.19RRP
A firm must ensure that total variable remuneration does not limit the firm's ability to strengthen its capital base.[Note: article 94(1)(c) of the CRD and Standard 3 of the FSB Compensation Standards]
SYSC 19D.3.21RRP
A firm that benefits from exceptional government intervention must ensure that:(1) variable remuneration is strictly limited as a percentage of net revenues when it is inconsistent with the maintenance of a sound capital base and timely exit from government support;(2) it restructures remuneration in a manner aligned with sound risk management and long-term growth, including (when appropriate) establishing limits to the remuneration of members of its management body; and(2) no
SYSC 19D.3.23RRP
(1) A firm must ensure that any measurement of performance used to calculate variable remuneration components or pools of variable remuneration components: (a) includes adjustments for all types of current and future risks and takes into account the cost and quantity of the capital and the liquidity required; and (b) takes into account the need for consistency with the timing and likelihood of the firm receiving potential future revenues incorporated into current earnings. (2)
SYSC 19D.3.29RRP
(1) A firm’s risk-adjustment approach must reflect both ex-ante adjustment (which adjusts remuneration for intrinsic risks that are inherent in its business activities) and ex-post adjustment (which adjusts remuneration for crystallisation of specific risks events).(2) A firm must ensure that its total variable remuneration is generally considerably contracted where subdued or negative financial performance of the firm occurs, taking into account both current remuneration and
SYSC 19D.3.31RRP
A firm must ensure that:(1) its pension policy is in line with its business strategy, objectives, values and long-term interests;(2) when an employee leaves the firm before retirement, any discretionary pension benefits are held by the firm for a period of five years in the form of instruments referred to in SYSC 19D.3.56R(1); and(3) when an employee reaches retirement, discretionary pension benefits are paid to the employee in the form of instruments referred to in SYSC 19D.3.56R(1)
SYSC 19D.3.32RRP
(1) A firm must ensure that its employees undertake not to use personal hedging strategies to undermine the risk alignment effects embedded in their remuneration arrangements. (2) A firm must ensure that its employees do not use remuneration- or liability-related contracts of insurance to undermine the risk alignment effects embedded in their remuneration arrangements.(3) A firm must maintain effective arrangements designed to ensure that employees comply with their undertaking.[Note:
SYSC 19D.3.34RRP
A firm must ensure that variable remuneration is not paid through vehicles or methods that facilitate non-compliance with obligations arising from the Dual-regulated Remuneration Code4, the UK CRR3 or the UK legislation that implemented the3CRD.[Note: article 94(1)(q) of the CRD]
SYSC 19D.3.37RRP
A firm must ensure that the remuneration policy makes a clear distinction between criteria for setting:(1) basic fixed remuneration that primarily reflects an employee's professional experience and organisational responsibility, as set out in the employee's job description and terms of employment; and(2) variable remuneration that reflects performance in excess of that required to fulfil the employee's job description and terms of employment and that is subject to performance
SYSC 19D.3.39RRP
(1) A firm must ensure that where remuneration is performance-related:(a) the total amount of remuneration is based on a combination of the assessment of the performance of:(i) the individual;(ii) the business unit concerned; and(iii) the overall results of the firm; and(b) when assessing individual performance, financial as well as non-financial criteria are taken into account.[Note: article 94(1)(a) of the CRD and Standard 6 of the FSB Compensation Standards]
SYSC 19D.3.43RRP
A firm must ensure that the assessment of performance is set in a multi-year framework in order to ensure that:(1) the assessment process is based on longer-term performance; and(2) the actual payment of performance-based components of remuneration is spread over a period which takes account of the underlying business cycle of the firm and its business risks.[Note: article 94(1)(b) of CRD]
SYSC 19D.3.44RRP
(1) A firm must ensure that guaranteed variable remuneration is not part of prospective remuneration plans.(2) A firm must not award, pay or provide guaranteed variable remuneration unless:(a) it is exceptional;(b) it occurs in the context of hiring new dual-regulated firms Remuneration Code staff;(c) the firm has a sound and strong capital base; and(d) it is limited to the first year of service.[Note: article 94(1)(d) and (e) of the CRD and Standard 11 of the FSB Compensation
SYSC 19D.3.45RRP
A firm must ensure that remuneration packages relating to compensation for, or buy out from, an employee's contracts in previous employment align with its long-term interests including appropriate retention, deferral and performance and clawback arrangements.[Note: article 94(1)(i) of CRD]
SYSC 19D.3.48RRP
A firm must set an appropriate ratio between the fixed and variable components of total remuneration and ensure that:(1) fixed and variable components of total remuneration are appropriately balanced; and5(2) the level of the fixed component represents a sufficiently high proportion of the total remuneration to allow the operation of a fully flexible policy on variable remuneration components, including the possibility to pay no variable remuneration component.5(3) [deleted]5[Note:
SYSC 19D.3.49RRP
[deleted]5
SYSC 19D.3.50RRP
[deleted]5
SYSC 19D.3.51RRP
[deleted]5
SYSC 19D.3.52RRP
[deleted]5
SYSC 19D.3.54RRP
A firm must ensure that payments relating to the early termination of a contract reflect performance achieved over time and are designed in a way that does not reward failure or misconduct.[Note: article 94(1)(h) of the CRD and Standard 12 of the FSB Compensation Standards]
SYSC 19D.3.56RRP
(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) subject to the legal structure of the firm concerned: shares or equivalent ownership interests; or share-linked instruments or equivalent non-cash instruments2; and (b) where possible, other instruments that in each case adequately reflect the credit quality of the firm as a going concern and are appropriate for use as variable remuneration,
SYSC 19D.3.59RRP
(1) In relation to higher paid material risk takers a2 firm must not award, pay or provide a variable remuneration component unless a substantial portion of it, which is at least 40%, is deferred over a period which is not less than:(a) for dual-regulated firms Remuneration Code staff who perform a FCA-designated senior management function, five years,2 and vesting no faster than on a pro-rata basis;2(b) for dual-regulated firms Remuneration Code staff who perform a PRA-designated
SYSC 19D.3.61RRP
A firm must ensure that:(1) any variable remuneration, including a deferred portion, is paid or vests only if it is sustainable according to the financial situation of the firm as a whole, and justified on the basis of the performance of the firm, the business unit and the individual concerned;(2) any variable remuneration is subject to clawback, such that it is only awarded if an amount corresponding to it can be recovered from the individual by the firm if the recovery is justified
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 4.3A.1RRP
1A common platform firm4 must ensure that the management body defines, oversees and is accountable for the implementation of governance arrangements that ensure effective and prudent management of the firm, including the segregation of duties in the organisation and the prevention of conflicts of interest, and in a manner that promotes the integrity of the market and the interests of clients4. The firm must ensure that the management body:(1) has overall responsibility for the
SYSC 4.3A.2RRP
A common platform firm4 must ensure that the chairman of the firm's management body does not exercise simultaneously the PRA’s Chief Executive function (controlled function SMF14) or 3chief executive function within the same firm4.[Note: article 88(1)(e) of CRD and article 9(1) of MiFID4] 3
SYSC 4.3A.3RRP
A common platform firm4 must ensure that the members of the management body of the firm: (1) are of sufficiently good repute;(2) possess sufficient knowledge, skills and experience to perform their duties;(3) possess adequate collective knowledge, skills and experience to understand the firm's activities, including the main risks;(4) reflect an adequately broad range of experiences; (5) commit sufficient time to perform their functions in the firm; and(6) act with honesty, integrity
SYSC 4.3A.4RRP
A common platform firm4 must devote adequate human and financial resources to the induction and training of members of the management body.[Note: article 91(9) of CRD and article 9(1) of MiFID4]
SYSC 4.3A.5RRP
A common platform firm4 must ensure that the members of the management body of the firm do not hold more directorships than is appropriate taking into account individual circumstances and the nature, scale and complexity of the firm's activities.[Note: article 91(3) of CRD and article 9(1) of MiFID4]
SYSC 4.3A.6RRP
2(1) A common platform firm4 that is a significant SYSC firm8 must ensure that the members of the management body of the firm do not hold more than one of the following combinations of directorship in any organisation at the same time:(a) one executive directorship with two non-executive directorships; and(b) four non-executive directorships. (2) Paragraph (1) does not apply to members of the management body that represent the United Kingdom.[Note: article 91(3) of CRD and
SYSC 4.3A.7RRP
For the purposes of SYSC 4.3A.5 R and SYSC 4.3A.6 R:(1) directorships in organisations which do not pursue predominantly commercial objectives shall not count; and(2) the following shall count as a single directorship:(a) executive or non-executive directorships held within the same group; or(b) executive or non-executive directorships held within:(i) [deleted]65(ii) undertakings (including non-financial entities) in which the firm holds a qualifying holding.[Note: article 91(4)
SYSC 4.3A.8RRP
A common platform firm4 that is a significant SYSC firm8 must:(1) establish a nomination committee composed of members of the management body who do not perform any executive function in the firm;(2) ensure that the nomination committee is able to use any forms of resources the nomination committee deems appropriate, including external advice; and(3) ensure that the nomination committee receives appropriate funding. [Note: article 88(2) of CRD and article 9(1) of MiFID4]
SYSC 4.3A.9RRP
A common platform firm4 that has a nomination committee must ensure that the nomination committee:(1) engages 4a broad set of qualities and competences when recruiting members to the management body and for that purpose puts in place a policy promoting diversity on the management body; (2) identifies and recommends for approval, by the management body or by general meeting, candidates to fill management body vacancies, having evaluated the balance of knowledge, skills, diversity
SYSC 4.3A.10RRP
A common platform firm4 that does not have a nomination committee must engage a broad set of qualities and competences when recruiting members to the management body. For that purpose a common platform firm4 that does not have a nomination committee must put in place a policy promoting diversity on the management body.[Note: article 91(10) of CRD and article 9(1) of MiFID4]
SYSC 4.3A.11RRP
A CRR firm that maintains a website must explain on the website how it complies with the requirements of SYSC 4.3A.1 R to SYSC 4.3A.3 R and SYSC 4.3A.4 R to SYSC 4.3A.11 R.[Note: article 96 of CRD]
SYSC 7.1.4RRP
The management body13 of a common platform firm or of an operator of an electronic system in relation to lending23 must approve and periodically review the strategies and policies for taking up, managing, monitoring and mitigating the risks the firm is or might be exposed to, including those posed by the macroeconomic environment in which it operates in relation to the status of the business cycle.[Note: 13article 76(1) of CRD]1313
SYSC 7.1.17RRP
(1) 13The management body of a CRR firm has overall responsibility for risk management. It must devote sufficient time to the consideration of risk issues.(2) The management body of a CRR firm must be actively involved in and ensure that adequate resources are allocated to the management of all material risks addressed in the rules implementing the CRD and in the UK CRR22 as well as in the valuation of assets, the use of external ratings and internal models related to those risks.
SYSC 7.1.18RRP
(1) 13A CRR firm that is significant must establish a risk committee composed of members of the management body who do not perform any executive function in the firm. Members of the risk committee must have appropriate knowledge, skills and expertise to fully understand and monitor the risk strategy and the risk appetite of the firm.(2) The risk committee must advise the management body on the institution’s overall current and future risk appetite and assist the management body
SYSC 7.1.18AAGRP
15A CRR firm which is not a significant SYSC firm25 may combine the risk committee with the audit committee.[Note: article 76(3) of CRD]
SYSC 7.1.18BRRP
15Members of the combined risk and audit committee must have the knowledge, skills and expertise required for both committees.[Note: article 76(3) of CRD]
SYSC 7.1.19RRP
(1) 13A CRR firm must ensure that the management body in its supervisory function and, where a risk committee has been established, the risk committee have adequate access to information on the risk profile of the firm and, if necessary and appropriate, to the risk management function and to external expert advice.(2) The management body in its supervisory function and, where one has been established, the risk committee must determine the nature, the amount, the format, and the
SYSC 7.1.20RRP
13In order to assist in the establishment of sound remuneration policies and practices, the risk committee must, without prejudice to the tasks of the remuneration committee, examine whether incentives provided by the remuneration system take into consideration risk, capital, liquidity and the likelihood and timing of earnings.[Note: article 76(4) of CRD]
SYSC 7.1.21RRP
(1) 13A CRR firm's risk management function (article 23 of the MiFID Org Regulation19) must be independent from the operational functions and have sufficient authority, stature, resources and access to the management body.(2) The risk management function must ensure that all material risks are identified, measured and properly reported. It must be actively involved in elaborating the firm's risk strategy and in all material risk management decisions and it must be able to deliver
SYSC 7.1.22RRP
13The head of the risk management function must be an independent senior manager with distinct responsibility for the risk management function. Where the nature, scale and complexity of the activities of the CRR firm do not justify a specially appointed person, another senior person within the firm may fulfil that function, provided there is no conflict of interest. The head of the risk management function must not be removed without prior approval of the management body and must
BIPRU 12.3.4RRP
A firm must have in place robust strategies, policies, processes and systems that enable it to identify, measure, manage and monitor liquidity risk over an appropriate set of time horizons, including intra-day, so as to ensure that it maintains adequate levels of liquidity buffers. These strategies, policies, processes and systems must be tailored to business lines, currencies, branches4 and legal4 entities and must include adequate allocation mechanisms of liquidity costs, benefits
BIPRU 12.3.5RRP
The strategies, policies, processes and systems referred to in BIPRU 12.3.4 R must be proportionate to the complexity, risk profile and scope of operation of the firm, and the liquidity risk tolerance set by the firm'sgoverning body in accordance with BIPRU 12.3.8 R6.2[Note: article 86(2) (part) of the CRD]42
BIPRU 12.3.7ARRP
4A firm must, taking into account the nature, scale and complexity of its activities, have liquidity risk profiles that are consistent with and not in excess of those required for a well-functioning and robust system.[Note: article 86(3) of the CRD]
BIPRU 12.3.8RRP
A firm must ensure that:(1) its governing body establishes that firm'sliquidity risk tolerance and that this is appropriately documented;2(2) its liquidity risk tolerance is appropriate for its business strategy and reflects its financial condition and funding capacity; and2(3) its liquidity risk tolerance is communicated to all relevant business lines.2[Note: article 86(2) of the CRD]425
BIPRU 12.3.22ARRP
2A firm must distinguish between pledged and unencumbered assets that are available at all times, in particular during emergency situations. A firm must also take into account the legal entity in which assets reside, the country where assets are legally recorded either in a register or in an account as well as their eligibility and must monitor how assets can be mobilised in a timely manner.[Note: article 86(5) of the CRD]4
BIPRU 12.3.22BRRP
2A firm must also have regard to existing legal, regulatory and operational limitations to potential transfers of liquidity and unencumbered assets amongst entities, both within and outside the UK6.[Note: article 86(6) of the CRD]4
BIPRU 12.3.27RRP
A firm must develop methodologies for the identification, measurement, management and monitoring of funding positions. Those methodologies must include the current and projected material cash-flows in and arising from assets, liabilities, off-balance-sheet items, including contingent liabilities and the possible impact of reputational risk.22[Note: article 86(4) of the CRD]4
BIPRU 12.4.-2RRP
2A firm must consider different liquidity risk mitigation tools, including a system of limits and liquidity buffers in order to be able to withstand a range of different stress events and an adequately diversified funding structure and access to funding sources. Those arrangements must be reviewed regularly.[Note: article 86(7) of the CRD]4
BIPRU 12.4.-1RRP
2A firm must consider alternative scenarios on liquidity positions and on risk mitigants and must review the assumptions underlying decisions concerning the funding position at least annually4. For these purposes, alternative scenarios must address, in particular, off-balance sheet items and other contingent liabilities, including those of securitisation special purpose entities(SSPEs) or other special purpose entities, as referred to in the UK CRR5 in relation to which the firm
BIPRU 12.4.5ARRP
2A firm must consider the potential impact of institution-specific, market-wide and combined alternative scenarios. Different time periods4and varying degrees of stressed conditions must be considered.42[Note: article 86(9) of the CRD]4
BIPRU 12.4.10RRP
A firm must adjust its strategies, internal policies and limits on liquidity risk and develop an effective contingency funding plan, taking into account the outcome of the alternative scenarios referred to in BIPRU 12.4.-1 R.2[Note: article 86(10) of the CRD]42
BIPRU 12.4.11RRP
A4firm must have in place liquidity recovery4plans setting out adequate strategies and proper implementation measures in order to address possible liquidity shortfalls6. Those plans must be tested at least annually,4 updated on the basis of the outcome of the alternative scenarios set out in BIPRU 12.4.-1 R, and be reported to and approved by the firm'sgoverning body, so that internal policies and processes can be adjusted accordingly.2 A firm must take the necessary operational
SUP App 3.3.2GRP
The Treaty provides the framework for the provision of banking, insurance business, investment business, UCITS management services and insurance mediation1, while the Single Market Directives clarify the rights and freedoms within that framework.1
SUP App 3.3.6GRP
1(1) The European Commission has not produced an interpretative communication on MiFID3. It is arguable, however, that the principles in the communication on the Second Banking Directive can be applied to investment services and activities3. This is because Chapter9 II of Title II of MiFID3 (containing provisions relating to operating conditions for investment firms3) also applies to the investment services and activities3 of firms operating under the Banking Consolidation Directive,
SUP App 3.3.10GRP
The E-Commerce Directive does not affect the responsibilities of Home State under the Single Market Directives. This includes the obligation of a Home State regulator to notify the Host State regulator of a firm's intention to establish a branch in, or provide cross border services into, the other EEA State.
SUP App 3.3.13GRP
1The Single Market Directives require credit institutions, insurance undertakings (other than reinsurance undertakings)5, MiFID investment firms3, AIFMs, 7UCITS management companies,8insurance intermediaries and MCD credit intermediaries8 to make a notification to the Home State before establishing a branch or providing cross border services.SUP 13.5 (Notices of intention) sets out the notification requirements for a firm seeking to establish a branch or provide cross border services.
SUP App 3.6.3GRP
Under the Single Market Directives, however, EEA rights for the provision of services are concerned only with services provided in one of the ways referred to in SUP App 3.6.2 G (1) and (2) (How services may be provided).2
SUP App 3.6.5GRP
In the opinion of the European Commission (and in the wording of the Single Market Directives) "only activities carried on within the territory of another Member State should be the subject of prior notification" (Commission interpretative communication: Freedom to provide services and the interests of the general good in the Second Banking Directive (97/C 209/04)). In determining, for the purposes of notification, whether a service is to be provided 'within' another EEA State,
SUP App 3.6.11GRP
The key distinction in relation to temporary activities is whether a firm should make its notification under the freedom of establishment in a Host State, or whether it should notify under the freedom to provide services into a Host State. It would be inappropriate to discuss such a complex issue in guidance of this nature. It is recommended that, where a firm is unclear on the distinction, it should seek appropriate advice. In either case, where a firm is carrying on activities
SUP App 3.6.15GRP
The FCA considers5 that, in order to comply with Principle 3:Management and control (see PRIN 2.1.1 R), a firm should have appropriate procedures to monitor the nature of the services provided to its customers. Where a UK firm has non-resident customers but has not notified the EEA State in which the customers are resident that it wishes to exercise its freedom to provide services, the FCA5 would expect the firm's systems to include appropriate controls. Such controls would
CASS 7.13.3RRP
A firm, on receiving any client money, must promptly place this money into one or more accounts opened with any of the following: (1) a central bank;(2) a CRD credit institution;(3) a bank authorised in a third country6; (4) a qualifying money market fund.[Note: article 4(1) of the MiFID Delegated Directive6]
CASS 7.13.8RRP
(1) A firm that does not deposit client money with a central bank must exercise all due skill, care and diligence in the selection, appointment and periodic review of the CRD credit institution, bank or qualifying money market fund where the money is deposited and the arrangements for the holding of this money. 6(2) The firm must consider the need for diversification as part of its due diligence under (1).6[Note: article 4(2) first sub-paragraph of the MiFID Delegated Directi
CASS 7.13.9GRP
Firms should ensure that their consideration of a CRD credit institution, bank or qualifying money market fund under CASS 7.13.8 R focuses on the specific legal entity in question and not simply that person's group as a whole.
CASS 7.13.10RRP
When a firm makes the selection, appointment and conducts the periodic review of a CRD credit institution, a bank or a qualifying money market fund, it must take into account:(1) the expertise and market reputation of the third party with a view to ensuring the protection of clients’ rights6; and(2) any legal or regulatory6 requirements or market practices related to the holding of client money that could adversely affect clients' rights. [Note: article 4(2) second sub-paragraph
CASS 7.13.11GRP
In complying with CASS 7.13.8 R and CASS 7.13.10 R, a firm should consider, as appropriate, together with any other relevant matters:(1) the capital of the CRD credit institution or bank;(2) the amount of client money placed, as a proportion of the CRD credit institution or bank's capital and deposits, and, in the case of a qualifying money market fund, compared to any limit the fund may place on the volume of redemptions in any period;(3) the extent to which client money that
CASS 7.13.21RRP
For the purpose of CASS 7.13.20 R an entity is a relevant group entity if it is:(1) (a) a CRD credit institution; or 6(b) a bank authorised in a third country; or6(c) a qualifying money market fund; or6(d) the entity operating or managing the qualifying money market fund; and6(2) a member of the same group as that firm. [Note: article 4(3) first sub-paragraph of the MiFID Delegated Directive]6
BIPRU 8.7.25RRP
A firm may not apply the second method in BIPRU 8.7.13R (3) (accounting consolidation for the whole group) or apply accounting consolidation to parts of its UK consolidation group or non-UK sub-group5 under method three as described in BIPRU 8.7.13R (4)(a) for the purposes of the calculation of the consolidated market risk requirement unless the group or sub-group and the undertakings in that group or sub-group satisfy the conditions in this rule. Instead the firm must use the
BIPRU 8.7.34RRP
[deleted]5
BIPRU 8.7.37RRP
[deleted]5
CASS 7.10.16RRP
In relation to the application of the client money rules (and any other rule in so far as it relates to matters covered by the client money rules) to the firms referred to in (1) and (2), the following is not client money:(1) any deposits within the meaning of the CRD held by a CRD credit institution; and[Note: article 16(9)7 of MiFID and article 4(1)7 of the MiFID Delegated Directive7](2) any money held by an approved bank that is not a CRD credit institution in an account with
CASS 7.10.18GRP
The effect of CASS 7.10.16 R is that, unless notified otherwise in accordance with CASS 7.10.20 R or CASS 7.10.22 R, clients of CRD credit institutions or approved banks that are not CRD credit institutions should expect that where they pass money to such firms in connection with designated investment business these sums will not be held as client money.
CASS 7.10.22RRP
If a CRD credit institution or an approved bank that is not a CRD credit institution wishes to hold client money for a client (rather than hold the money in either of the ways described in CASS 7.10.16 R) it must, before providing designated investment business services to the client, disclose the following information to the client:(1) that the money held for that client in the course of or in connection with the business described under (2) is being held by the firm as client
CASS 7.10.24RRP
A CRD credit institution or an approved bank that is not a CRD credit institution must, in respect of any client money held in relation to its designated investment business that is not MiFID business, comply with the obligations referred to in COBS 6.1.16 R (Compensation information).
EG 8.6.2RP
[deleted]53142222
EG 8.6.3RP
[deleted]53
SYSC 19A.1.4GRP
Subject to the requirements of SYSC 19A.1.5 R, in the FCA’s7 view SYSC 19A.1.3 R does not require a firm to breach requirements of applicable contract or employment law.[Note: recital 697 of the CRD7]
SYSC 19A.1.6GRP
(1) The aim of the Remuneration Code is to ensure that firms have risk-focused remuneration policies, which are consistent with and promote effective risk management and do not expose them to excessive risk. It expands upon the general organisational requirements in SYSC 4.(2) The Remuneration Code implements the main provisions of the 3CRD which relate to remuneration. 7In applying the Remuneration Code, firms should comply with the EBA “Guidelines on sound remuneration policies
GENPRU 3.2.2GRP
GENPRU 3.2 implemented 6 requirements that corresponded 6in part to5 article 183 of the Financial Groups Directive, article 1273 of the CRD and (in relation to BIPRU firms) article 143 of the BCD3.11
GENPRU 3.2.9RRP
If the Part 4A permission of a firm contains a requirement obliging it to comply with this rule with respect to a third-country banking and investment group of which it is a member, it must comply, with respect to that third-country banking and investment group, with the rules in Part 2 of GENPRU 3 Annex 2, as adjusted by Part 3 of that annex.
SUP App 3.9.1GRP
The following Tables 1, 2, 2ZA,12 2A and 2B1 provide an outline of the regulated activities and specified investments that may be of relevance to firms considering undertaking passported activities under the CRD6, 1MiFID3, AIFMD7, the UCITS Directive, the MCD9 and the IDD14. The tables may be of assistance to UK firms that are thinking of offering financial services in another EEA State and to EEA firms that may offer those services in the United Kingdom.1761311
SUP App 3.9.2GRP
The tables provide a general indication of the investments and activities specified in the Regulated Activities Order that may correspond to categories provided for in the CRD6, 1MiFID3, AIFMD7, the UCITS Directive, the MCD9 or the IDD14. The tables do not provide definitive guidance as to whether a firm is carrying on an activity that is capable of being passported, nor do the tables take account of exceptions that remove the effect of articles. Whether a firm is carrying on
SUP App 3.9.4GRP

1

Table 1: CRD activities6

6

Part II RAO Activities

Part III RAO Investments

1.

Taking6 deposits and other repayable funds from the public

6

Article 5

Article 74

2.

Lending

Article 61, 64

Article 88

3.

Financial leasing

4.

Money transmission services

5.

Issuing and administering means of payment (eg credit cards, travellers' cheques and bankers' drafts)

6.

Guarantees and commitments

7.

Trading for own account or for account of customers in:

(a) money market instruments

(b) foreign exchange

(c) financial futures and options

(d) exchange and interest rate instruments

(e) transferable securities

Article 14, 21, 25 (see Note 1), 64

Article 14, 21, 25, 64

Article 14, 21, 25, 64

Article 14, 21, 25, 64

Article 14, 21, 25, 64

Article 77, 78, 80, 83-85, 89

Article 83-85, 89

Article 83-85, 89

Article 83-85, 89

Article 76-81, 89

8.

Participation in share issues and the provision of services relating to such issues

Article 14, 21, 25, 53(1)10, 64

Article 76-81, 89

9.

Advice to undertakings on capital structure, industrial strategy and related questions and advice and services relating to mergers and the purchase of undertakings

Article 14, 21, 25, 53(1)10, 64

Article 76-80, 83-85, 89

10.

Money broking

Article 25, 64

Article 77, 78, 89

11.

Portfolio management and advice

Article 14, 21, 25, 37, 53(1)10, 64

Article 76-81, 83-85, 89

12.

Safekeeping and administration of securities

Article 40, 45, 64

Article 76-81, 83-85, 89

13.

Credit reference services

14.

Safe custody services

1 16

615.

Issuing electric money

Article 9B

Article 74A

3Note 12: The services and activities provided for in Sections A and B of Annex I of MiFID when referring to the financial instruments provided for in Section C of Annex I of that Directive are subject to mutual recognition according to the CRD from 1 January 2013.6See2 the table at SUP App 3.9.5 G below for mapping of MiFIDinvestment services and activities.For further details relating to this residual category, please see the "CRD"6section of the passporting forms entitled "Notification of intention to establish a branch in another EEA State" and "Notification of intention to provide cross border services in another EEA State".2

266
REC 2.7.1AUKRP

Schedule to the Recognition Requirements Regulations, Paragraph 7B

2(1)

The [UK RIE] must make transparent and non-discriminatory rules, based on objective criteria, governing access to, or membership of, its facilities.

(2)

In particular those rules must specify the obligations for users or members of its facilities arising from -

(a)

the constitution and administration of the [UK RIE];

(b)

rules relating to transactions on its trading venues4;

(c)

its professional standards for staff of any investment firm or qualifying credit institution5 having access to or membership of a financial market operated by the [UK RIE];

(d)

conditions established under sub-paragraph (3)(c) for access to or membership of a trading venue4 operated by the [UK RIE] by persons other than investment firms or qualifying credit institutions5; and

(e)

the rules and procedures for clearing and settlement of transactions concluded on a trading venue4 operated by the [UK RIE].

(3)

4

[Note: see paragraph 9ZC below, replacing paragraph 7B(3)]4

(4)

[deleted]5

4

by the competent authority of another EEA State (including a branch established in the United Kingdom of such a firm or institution) to have direct or remote access to or membership of, any trading venue4 operated by the [UK RIE] on the same terms as a UK firm.

(5)

The [UK RIE] must make arrangements regularly to provide the [FCA]3 with a list of users or members of its facilities.

3

(6)

This paragraph is without prejudice to the generality of paragraph 4.

REC 2.7.1CUKRP

4Schedule to the Recognition Requirements Regulations, Paragraph 9ZC

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

(1)

The rules of the [UK RIE] about access to, or membership of, a regulated market operated by it must permit the [UK RIE] to give access to or admit membership to (as the case may be) only -

(a)

an investment firm which has permission under Part 4A of the Act to carry on a regulated activity which is an investment service or activity5;

(b)

a qualifying credit institution that has Part 4A permission to carry on the regulated activity of accepting deposits;5

(c)

a person who –

(i)

is of sufficient good repute;

(ii)

has a sufficient level of trading ability, competence and experience;

(iii)

where applicable has adequate organisational arrangements; and

(iv)

has sufficient resources for the role it is to perform, taking account of the [UK RIE’s] arrangements under paragraph 4(2)(d).

SYSC 4.2.1RRP
The senior personnel of a common platform firm, a management company3, a full-scope UK AIFM,5 or of the UK branch of a non-UK bank10 must be of sufficiently good repute and sufficiently experienced as to ensure the sound and prudent management of the firm.[Note: article 9(1)(4) 9of MiFID, article 7(1)(b) of the UCITS Directive,9 article 8(1)(c) of AIFMD9 and article 91(1) 9of CRD4]135
SYSC 4.2.2RRP
A common platform firm, a management company, a full-scope UK AIFM53 and the UK branch of a non-UK bank10 must ensure that its management is undertaken by at least two persons meeting the requirements laid down in SYSC 4.2.1 R and : 91(a) for a full-scope UK AIFM, SYSC 4.2.7R; or9(b) for a common platform firm, SYSC 4.3A.3R.9[Note: article 9(6) 9first paragraph of MiFID, article 7(1)(b) of the UCITS Directive3, article 8(1)(c) of AIFMD5and article 13(1) of CRD]566
SYSC 4.1.1RRP
3(1) A firm must have robust governance arrangements, which include a clear organisational structure with well defined, transparent and consistent lines of responsibility, effective processes to identify, manage, monitor and report the risks it is or might be exposed to, and internal control mechanisms, including sound administrative and accounting procedures and effective control and safeguard arrangements for information processing systems.8(2) [deleted]1313[Note: article 74
SYSC 4.1.2RRP
For a common platform firm, the 3 arrangements, processes and mechanisms referred to in SYSC 4.1.1 R must be comprehensive and proportionate to the nature, scale and complexity of the risks inherent in the business model and of13 the common platform firm's activities and must take into account the specific technical criteria described in article 21(3) of the MiFID Org Regulation21, SYSC 5.1.7 R, SYSC 7 and whichever of the following is28 applicable:3817131312817(1) [deleted]28;(2)
SYSC 4.1.7RRP
A CRR firm21 and a management company10 must establish, implement and maintain an adequate business continuity policy aimed at ensuring, in the case of an interruption to its systems and procedures, that any losses are limited, the preservation of essential data and functions, and the maintenance of its regulated activities, or, in the case of a management company, its collective portfolio management activities,10 or, where that is not possible, the timely recovery of such data
SUP App 3.2.1GRP
The purpose of this appendix is to give guidance:(1) to UK firms on some of the issues that arise when carrying on passported activities1(see SUP App 3.5and SUP App 3.6);111(2) to all firms on the relationship between regulated activities and activities passported under the Single Market Directives (see SUP App 3.9and SUP App 3.101).11
FEES 6.6.1RRP
[deleted]642253411