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SUP 10C.5 1FCA governing functions

Executive director function (SMF3)

SUP 10C.5.1R
  1. (1)

    For a UK relevant authorised person, the executive3 director function is the function of acting in the capacity of a director (other than a non-executive director) of a the firm.2

  2. (2)

    For a third-country relevant authorised person, the executive3 director function is the function of acting in the capacity of a director (other than a non-executive director) in relation to its branch in the United Kingdom where the person performing that function has responsibility for managing one or more aspects of the firm’s affairs so far as relating to the activities of the branch.2

  3. (3)

    Paragraph (2) includes a person who is a member (other than a non-executive3 member) of the branch’s governing body.2

Chairman of the nomination committee function (SMF13)

SUP 10C.5.2R

If the firm has a nomination committee, the chair of the nomination committee function is the function of acting in the capacity of the chairman of that committee.

SUP 10C.5.3G

See SYSC 4.3A (CRR firms) for material about nomination committees.

SUP 10C.5.4G

Please note that the chair of the nomination committee function still applies if the firm is not a CRR firm.

SUP 10C.5.5G

In some firms, the chairman of the nomination committee is also the chairman of the governing body. As being chairman of the governing body is a PRA controlled function, the chairman may not need approval to perform the chair of the nomination committee function but instead just need PRA approval for being chairman of the governing body.

(See SUP 10C.9 (Minimising overlap with the PRA approved persons regime) for an explanation of when PRA approval means that FCA approval is not needed.)

Non-executive directors

SUP 10C.5.6G
  1. (1)

    As explained in SUP 10C.7.4G, the FCA does not expect a non-executive director ever to perform the other overall responsibility function.

  2. (2)

    Therefore, a non-executive director will not need to be approved to perform any FCA-designated senior management function unless they perform the chair of the nomination committee function.

Insurance mediation

SUP 10C.5.7G

See MIPRU 2.2 for how the FCA's senior management regime for relevant authorised persons is adjusted for a firm carrying on insurance mediation activity.