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SUP 16.4 Annual controllers report


SUP 16.4.1GRP

This section applies to every firm except those firms excluded from its operation by SUP 16.1.1 R and SUP 16.1.3 R. 632

SUP 16.4.2GRP

This section may be of relevance to a directive friendly society:

  1. (1)

    if it has 10 members or less;

  2. (2)

    if it has a delegate voting system and has 10 delegates or less; or

  3. (3)

    if it has 20 members or less and effects or carries out group insurance contracts where one person may exercise one vote on behalf of the members of a group and one vote in their private capacity; or

where a member or delegate, whether alone or acting in concert8, is entitled to exercise, or control the exercise of, 10% or more of the total voting power.

SUP 16.4.2AGRP

8This section may be of relevance to non-directive firms.

SUP 16.4.3GRP

Requirements for notifications of a change in control can be found in SUP 11 (Controllers and close links).


SUP 16.4.4GRP

A firm and its controllers are required to notify certain changes in control (see7 SUP 11 (Controllers and close links)). The purpose of the rules and guidance in this section is:

  1. (1)

    to ensure that, in addition to such notifications, the FCA12 receives regular and comprehensive information about the identities of all of the controllers of a firm, which is relevant to a firm's continuing to satisfy the effective supervision threshold conditions15;

  2. (2)

    to implement certain requirements relating to annual reporting of controllers which must be imposed on firms under the Investment Services Directive, the Banking Consolidation Directive and14 the Solvency II Directive; and

  3. (3)

    to support the regulatory15 functions under Part 12 of14 the Act (Notices of acquisitions of control over UK authorised persons) (see SUP 11 (Controllers and close links)).


Reporting requirement

SUP 16.4.5RRP
  1. (1)


  2. (2)


  3. (3)


  4. (4)


  5. (4A)


  6. (4B)


  7. (5)


  8. (6)

    10A firm must submit annually by electronic means to the FCA12 the Controllers Report which contains the information specified in the form in SUP 16 Annex 37A, within four months of the firm's accounting reference date9.

SUP 16.4.6G


SUP 16.4.7GRP

If a group includes more than one firm, a single annual controllers report may be submitted, and so satisfy the requirements of all firms in the group. Such a report should contain the information required from all of them, meet all relevant due dates, indicate all the firms on whose behalf it is submitted and give their firm reference numbers. Nevertheless, the requirement to provide a report, and the responsibility for the report, remain with each firm in the group.1

SUP 16.4.8G


SUP 16.4.9GRP

Firms are reminded of the requirement in SUP 11.4.10 R to take reasonable steps to keep themselves informed about the identity of their controllers.

Exceptions: mutuals and building societies

SUP 16.4.10RRP

If a firm is a mutual13 or a building society, then it is required to submit a report under SUP 16.4.5 R only if it is aware that it has a controller.4

SUP 16.4.11RRP

3In SUP 16.4.5 R and SUP 16.4.10 R, a building society may regard a person as not being a controller if that person is exempt from the obligation to notify a change in control under The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/7748) (see SUP 11.3.2A G (2)).


Exception: insurers

SUP 16.4.12RRP

An insurer14 need not submit a report under SUP 16.4.5R to the extent that the information has already been provided to the PRA under requirements in the PRA Rulebook14.