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SUP 11.8 Changes in the circumstances of existing controllers

SUP 11.8.1R

A firm must notify the appropriate regulator7 immediately it becomes aware of any of the following matters in respect of one or more of its controllers:

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  1. (1)

    if a controller, or any entity subject to his control, is or has been the subject of any legal action or investigation which might put into question the integrity of the controller;

  2. (2)

    if there is a significant deterioration in the financial position of a controller;

  3. (3)

    if a corporate controller undergoes a substantial change or series of changes in its governing body;

  4. (4)

    if a controller, who is authorised in another EEA State as a3 MiFID investment firm2, CRD credit institution4 or UCITS management company3 or under the Solvency II Directive5 or the Insurance Mediation Directive, ceases to be so authorised (registered in the case of3 an IMD insurance intermediary).1

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SUP 11.8.2G

In assessing whether a matter should be notified to the appropriate regulator7 under SUP 11.8.1 R (1), SUP 11.8.1 R (2) or SUP 11.8.1 R (3), a firm should have regard to the guidance on satisfying the threshold conditions set out in paragraphs 2E and 3D of Schedule 6 to the Act7 contained in COND 2.5.

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SUP 11.8.3G

In respect of SUP 11.8.1 R (3), the appropriate regulator7 considers that, in particular, the removal or replacement of a majority of the members of a governing body (in a single event or a series of connected events) is a substantial change and should be notified.

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SUP 11.8.4G

If a matter has already been notified to the appropriate regulator7 (for example, as part of the firm's application for a Part 4A permission7), the firm need only inform the appropriate regulator7 of any significant developments.

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SUP 11.8.5G

The level of a firm's awareness of its controller's circumstances will depend on its relationship with that controller. The appropriate regulator7 does not expect firms to implement systems or procedures so as to be certain of any changes in its controllers' circumstances. However, the appropriate regulator7 does expect firms to notify it of such matters if the firm becomes aware of them, and it expects firms to make enquiries of its controllers if it becomes aware that one of the events in SUP 11.8.1 R may occur or has occurred.

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SUP 11.8.6G

The appropriate regulator7 may ask the firm for additional information following a notification under SUP 11.8.1 R in order to satisfy itself that the controller continues to be suitable (see SUP 2: Information gathering by the FCA or PRA6 on its own initiative).

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