MIFIDPRU 8.3 Governance arrangements


1A non-SNI MIFIDPRU investment firm must disclose the following information regarding internal governance arrangements:

  1. (1)

    an overview of how the firm complies with the requirement in SYSC 4.3A.1R to ensure 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 clients;

  2. (2)

    subject to MIFIDPRU 8.3.2R, the number of directorships (executive and non-executive) held by each member of the management body;

  3. (3)

    where relevant, whether the FCA has granted a modification or waiver of SYSC 4.3A.6R(1)(a) or (b) in order to allow a member of the management body to hold additional directorships;

  4. (4)

    a summary of the policy promoting diversity on the management body, including explanations of:

    1. (a)

      the objectives of the policy and any target(s) set out in the policy; and

    2. (b)

      the extent to which the objectives and any target(s) have been achieved; and

    3. (c)

      where the objectives or target(s) have not been achieved:

      1. (i)

        the reasons for the shortfall; and

      2. (ii)

        the firm’s proposed actions to address the shortfall; and

      3. (iii)

        the proposed timeline for taking those actions;

  5. (5)

    whether the firm has a risk committee; and

  6. (6)

    whether the firm:

    1. (a)

      is required by MIFIDPRU 7.3.1R to establish a risk committee; or

    2. (b)

      would have been required by MIFIDPRU 7.3.1R to establish a risk committee, but that obligation has been removed as a result of a waiver or modification granted by the FCA.


1The following directorships are not within the scope of MIFIDPRU 8.3.1R(2):

  1. (1)

    executive and non-executive directorships held in organisations which do not pursue predominantly commercial objectives; and

  2. (2)

    executive and non-executive directorships held within the same group or within an undertaking (including a non-financial sector entity) in which the firm holds a qualifying holding.


1When deciding what information to disclose to satisfy the obligations in MIFIDPRU 8.3.1R(1), a firm may find it helpful to consider:

  1. (1)

    the requirements in SYSC 4.3A.1R(1) to (7) regarding the responsibilities of the management body; and

  2. (2)

    the requirements in SYSC 4.3A.3R regarding the necessary skills and attributes of members of the management body.