Related provisions for SUP 16.12.3B

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LR 12.1.3RRP
LR 12.2 to LR 12.5 do not apply to a transaction entered into:(1) in the ordinary course of business by a securities dealing business; or(2) on behalf of third parties either by the company or any member of its group;if the listed company has established and maintains effective Chinese walls between those responsible for any decision relating to the transaction and those in possession of inside information relating to the listed company.
SUP 10A.3.4GRP
[deleted]1
LR 6.7.1RRP
1An applicant must satisfy the FCA that it and its subsidiary undertakings (if any) have sufficient working capital available for the group's requirements for at least the next 12 months from the date of publication of the prospectus or listing particulars for the shares that are being admitted.
MAR 5.6.2RRP
3A firm operating an MTF must give the FCA a summary of: (1) any proposal to introduce, amend or renew a scheme for rebating or waiving fees or charges levied on its members or participants (or any group or class of them), at the same time as the proposal is communicated to those members or participants; and (2) any such change, no later than the date when it is published or notified to the members or participants.
REC 6.8.1GRP
The FCA1 has similar powers to supervise ROIEs1 to those it has to supervise UK RIEs1. It may (in addition to any other powers it might exercise):111(1) give directions to an ROIE1 under section 296 of the Act (Authority's power to give directions) if it has failed, or is likely to fail, to satisfy the recognition requirements or if it has failed to comply with any other obligation imposed by or under the Act; or1(2) revoke a recognition order under section 297 of the Act (Revoking
BIPRU 7.8.8RRP
(1) For the purpose of BIPRU 7.8.2R (1), a firm has a commitment to underwrite or sub-underwrite an issue of securities where:(a) it gives a commitment to an issuer of securities to underwrite an issue of securities; or(b) (where BIPRU 7.8.12R (2) applies) it gives a commitment to a seller of securities to underwrite a sale of those securities;(c) it gives a commitment to a person, other than the issuer of securities or, if BIPRU 7.8.12R (2) applies, the seller of the securities,
BIPRU 7.8.13RRP
Subject to BIPRU 7.8.14R, the time of initial commitment is the earlier of:(1) (in the case of underwriting) the time the firm agrees with the issuer of securities to underwrite those securities; or(2) (in the case of underwriting falling under BIPRU 7.8.12R (2)) the time the firm agrees with the seller of securities to underwrite those securities; or(3) (in the case of sub-underwriting) the time the firm agrees with the person referred to BIPRU 7.8.8R (1)(c) to sub-underwrite
LR 13.8.11RRP
A circular to shareholders about the approval of an employee's share scheme or long-term incentive scheme must:(1) include either the full text of the scheme or a description of its principal terms;(2) include, if directors of the listed company are trustees of the scheme, or have a direct or indirect interest in the trustees, details of the trusteeship or interest;(3) state that the provisions (if any) relating to:(a) the persons to whom, or for whom, securities, cash or other
LR 13.8.18RRP
8In relation to a listed company which did not previously have a controlling shareholder, LR 13.8.17 R does not apply to a circular sent to shareholders within a period of 3 months from the event that resulted in a person becoming a controlling shareholder of the listed company.
SUP 12.5.6ARRP
(1) 4A firm must ensure that, if appointing an appointed representative (other than an introducer appointed representative), to carry on any of the following regulated activities, its written contract prohibits the appointed representative from carrying on any of the specified activities as an appointed representative for another firm:4(a) any designated investment business for retail clients7: the prohibition must cover all designated investment business for retail clients7;477(b)
SUP 12.5.7RRP
A firm must ensure that its written contract with each of its introducer appointed representatives limits the scope of the appointment to:4(1) effecting introductions to the firm or other members of the firm's group; and4(2) distributing non-real time financial promotions which relate to products or services available from or through the firm or other members of the firm's group.4
LR 8.4.2RRP
A sponsor must not submit to the FCA an application on behalf of an applicant, in accordance with LR 3, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules;12(3) the directors of the applicant have established procedures which
LR 8.4.15RRP
A sponsor must not submit to the FCA on behalf of an issuer a final circular or announcement for approval or a Sponsor’s Declaration for a Transfer of Listing7, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:7(1) the issuer satisfies all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer;(2) the issuer has satisfied all requirements relevant to the production of the
FEES 4.3.7RRP
A firm which is a member of a group may pay all of the amounts due from other firms in the same group under FEES 4.2.1 R, if:(1) it notifies the FCA (in its own capacity and, if applicable, in its capacity as collection 17agent for the PRA)25 in writing of the name of each other firm within the group for which it will pay; and25(2) it pays the fees, in accordance with this chapter, as a single amount as if that were the amount required from the firm under FEES 4.2.1 R.
FEES 4.3.9GRP
If the payment made does not satisfy in full the periodic fees payable by all of the members of the group notified to the FCA25 under FEES 4.3.7 R, the FCA (in its own capacity and, if applicable, in its capacity as collection 17agent for the PRA)25 will apply the sum received among the firms which have been identified in the notification given under FEES 4.3.7R (1) in proportion to the amounts due from them. Each firm will remain responsible for the payment of the outstanding
SUP 16.8.4RRP
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)
SUP 16.8.8RRP
1A persistency report or data report must report on a life policy or stakeholder pension if:(1) it is not of a type listed in SUP 16.8.13 R or SUP 16.8.14 R;(2) it was effected by:(a) the firm submitting the report; or(b) an unauthorised member of the group of the firm submitting the report and in circumstances in which that firm was responsible for the promotion of that life policy or stakeholder pension; or(c) another firm, but is being carried out by the firm submitting the
SYSC 4.4.5RRP

A firm must appropriately allocate to one or more individuals, in accordance with the following table, the functions of:

  1. (1)

    dealing with the apportionment of responsibilities under SYSC 4.4.3 R; and

  2. (2)

    overseeing the establishment and maintenance of systems and controls under SYSC 4.1.1 R.

    3. 1: Firm type

    2: Allocation of both functions must be to the following individual, if any (see Note):

    3: Allocation to one or more individuals selected from this column is compulsory if there is no allocation to an individual in column 2, but is otherwise optional and additional:

    (1) A firm which is a body corporate and is a member of a group, other than a firm in row (2)

    (1) the firm'schief executive (and all of them jointly, if more than one); or

    the firm's and its group's:

    (1) directors; and

    (2) senior managers

    (2) a director or senior manager responsible for the overall management of:

    (a) the group; or

    (b) a group division within which some or all of the firm'sregulated activities fall

    (2) An EEA SMCR firm15 (note: only the functions in SYSC 4.4.5R (2) must be allocated)

    (not applicable)

    the firm's and its group's:

    (1) directors; and

    (2) senior managers

    (3) Any other firm

    the firm'schief executive (and all of them jointly, if more than one)

    the firm's and its group's:

    (1) directors; and

    (2) senior managers

    Note: Column 2 does not require the involvement of the chief executive or other executive director or senior manager in an aspect of corporate governance if that would be contrary to generally accepted principles of good corporate governance.
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 and funeral plan 16firms) 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 or funeral plan 16firm13?

(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
LR 13.5.33RRP
If, prior to the class 1 transaction, a profit forecast or profit estimate was published that:(1) relates to any of the listed company, a significant part of the listed company group, the target or a significant part of the target; and22(2) relates to financial information including the period of the forecast which has yet to be published at the date of the class 1 circular;22the listed company must either:22(3) include that profit forecast or profit estimate in the class 1 circular
LR 13.5.33BGRP
2For the purposes of LR 13.5.33R (1) a significant part of the listed company or target is any part that represents over 75% of the listed company's group or the target respectively. For these purposes the FCA will take into account factors such as the assets, profitability and market capitalisation of the business.
LR 8.7.8RRP
A sponsor must notify the FCA in writing as soon as possible if:(1) 8(a) 8the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R or becomes aware of any matter which, in its reasonable opinion, would be relevant to the FCA in considering whether the sponsor continues to comply with LR 8.6.6 R; or(b) 8the sponsor becomes aware of any fact or circumstance relating to the sponsor or any of its employees engaged in the provision of sponsor services
LR 8.7.21AGRP
8Examples of when a sponsor should submit a cancellation request pursuant to LR 8.7.22 R include, but are not limited to:(1) situations where the sponsor ceases to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R and, following a notification made under LR 8.7.8 R, there are no ongoing discussions with the FCA which could lead to the conclusion that the sponsor remains eligible; or(2) where there is a change of control of the sponsor or any
SUP 12.2.6GRP
A firm is referred to as a 'network' if it appoints five or more appointed representatives (not counting introducer appointed representatives)7 or if it appoints fewer7 than five appointed representatives (again, not counting introducer appointed representatives)7 which have, between them, twenty-six or more representatives. However, a network does not include:54(a) a product provider;4(b) a firm which markets the packaged products of a product provider in the same group as the
SUP 12.2.8GRP
(1) An introducer appointed representative is an appointed representative appointed by a firm whose scope of appointment must, under SUP 12.5.7 R, be limited to:(a) effecting introductions to the firm or other members of the firm's group; and5(b) distributing non-real time financial promotions which relate to products or services available from or through the firm or other members of the firm's group.5(2) The permitted scope of appointment of an introducer appointed representative
SUP 10C.10.7GRP

Outsourcing arrangements

1Outsourcing arrangements

Explanation

Submitting form

Firm A to firm B

The FCA will consider A to have taken reasonable care if it enters into a contract with B under which B is responsible for ensuring that the relevant FCA-designated senior management functions are performed by FCA-approved SMF managers, and that it is reasonable for A to rely on this.

Firm B submits FCA-approved persons forms on behalf of firm A.

Outsourcing by A to B (both being a member of the same United Kingdomgroup and each having its registered office in the United Kingdom)

See SUP 10C.3.9G

Either A or B may submit FCA-approved persons forms on behalf of firms in the group (see SUP 15.7.8G).

(i) A to B, where B:

(a) is not an authorised person; and

(b) is not part of the same group as A; or

(ii) A to B, where A is a branch of an overseas firm in the United Kingdom, and B is an overseasundertaking of the same group; or

(iii) A to B, where A is a UK authorised subsidiary of an overseas firm and B is an overseasundertaking of the same group.

Responsibility for (as opposed to the performance of) any activity outsourced to B will remain with A. See SYSC 8.

A ensures that an individual approved by the FCA or the PRA to perform a designated senior management function has responsibility for the outsourcedarrangement and A submits a form in relation to that individual.
SUP 10C.10.9DRP
(1) A firm must use Form E (SUP 10C Annex 7D6) where an approved person:6(a) is both permanently10 ceasing to perform one or more controlled functions; and6(b) needs to be approved in relation to one or more FCA-designated senior management function;6within the same firm or group.(2) A firm must not use Form E if the approved person has never before been approved to perform for any firm:(a) an FCA controlled function that is a significant-influence function8;(b) an FCA-designated
DISP 1.10.1CRRP
Firms that are part of a group may submit a joint report to the FCA. The joint report must contain the information required from all firms concerned and clearly indicate the firms on whose behalf the report is submitted. The requirement to provide a report, and the responsibility for the report, remains with each firm in the group.101
DISP 1.10.1DGRP
Not all the firms in the group need to submit the report jointly. Firms should only consider submitting a joint report if it is logical to do so, for example, where the firms have a common central complaints handling team, the same accounting reference date and are all subject to the same reporting frequencies and submission deadlines.101618