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Status: You are viewing the version of the handbook as on 2012-12-13.

SYSC 19A.1 General application and purpose

Who? What? Where?

SYSC 19A.1.1RRP
  1. (1)

    1The Remuneration Code applies to a BIPRU firm and a third country BIPRU firm.

  2. (2)

    In relation to a third country BIPRU firm, the Remuneration Code applies only in relation to activities carried on from an establishment in the United Kingdom.

  3. (3)

    Otherwise, the Remuneration Code applies to a firm within (1) in the same way as SYSC 4.1.1 R (General Requirements).

SYSC 19A.1.2GRP

Part 2 of SYSC 1 Annex 1 provides for the application of SYSC 4.1.1 R (General Requirements). In particular, and subject to the provisions on group risk systems and controls requirements in SYSC 12, this means that:

  1. (1)

    in relation to what the Remuneration Code applies to, it:

    1. (a)

      applies in relation to regulated activities, activities that constitute dealing in investments as principal (disregarding the exclusion in article 15 of the Regulated Activities Order (Absence of holding out etc)), ancillary activities and (in relation to MiFID business) ancillary services;

    2. (b)

      applies with respect to the carrying on of unregulated activities in a prudential context; and

    3. (c)

      takes into account activities of other group members; and

  2. (2)

    in relation to where the Remuneration Code applies, it applies in relation to:

    1. (a)

      a firm's UK activities;

    2. (b)

      a firm's passported activities carried on from a branch in another EEA State; and

    3. (c)

      a UK domestic firm's activities wherever they are carried on, in a prudential context.

When?

SYSC 19A.1.3RRP

A firm must apply the remuneration requirements in SYSC 19A.3 in relation to:

  1. (1)

    remuneration awarded, whether pursuant to a contract or otherwise, on or after 1 January 2011;

  2. (2)

    remuneration due on the basis of contracts concluded before 1 January 2011 which is awarded or paid on or after 1 January 2011; and

[Note: article 3(2) of the Third Capital Requirements Directive (Directive 2010/76/EU)]

SYSC 19A.1.4GRP

Subject to the requirements of SYSC 19A.1.5 R, in the FSA's view SYSC 19A.1.3 R does not require a firm to breach requirements of applicable contract or employment law.

[Note: recital 14 of the Third Capital Requirements Directive (Directive 2010/76/EU)]

SYSC 19A.1.5RRP
  1. (1)

    This rule applies to a firm that is unable to comply with the Remuneration Code because of an obligation it owes to a Remuneration Code staff member under a provision of an agreement made on or before 29 July 2010 (the "provision").

  2. (2)

    A firm must take reasonable steps to amend or terminate the provision referred to in (1) in a way that enables it to comply with the Remuneration Code at the earliest opportunity.

  3. (3)

    Until the provision referred to in (1) ceases to prevent the firm from complying with the Remuneration Code, the firm must adopt specific and effective arrangements, processes and mechanisms to manage the risks raised by the provision.

Purpose

SYSC 19A.1.6GRP
  1. (1)

    The aim of the Remuneration Code is to ensure that firms have risk-focused remuneration policies, which are consistent with and promote effective risk management and do not expose them to excessive risk. It expands upon the general organisational requirements in SYSC 4.

  2. (2)

    The Remuneration Code implements the main provisions of the Third Capital Requirements Directive (Directive 2010/76/EU)which relate to remuneration. The Committee of European Banking Supervisors published Guidelines on Remuneration Policies and Practices on 10 December 2010. Provisions of the Third Capital Requirements Directive relating to Pillar 3 disclosures of information relating to remuneration2 have been implemented through amendments to BIPRU 11 (specifically the rules and guidance in BIPRU 11.5.18 R to BIPRU 11.5.21 G). Provisions of the Capital Requirements (Amendment)Regulations 2012 (SI 2012/917) together with the European Banking Authority’s Guidelines to article22(3) and (5) of the Banking Consolidation Directive relating to the collection of remuneration benchmarking information and high earners information have been implemented through SUP 16 Annex 33AR and SUP 16 Annex 34AR. The Guidelines can be found at http://www.eba.europa.eu/cebs/media/Publications/Standards%20and%20Guidelines/2012/EBA-GL-2012-04---GL-4-on-remuneration-benchmarking-exercise-.pdf and http://www.eba.europa.eu/cebs/media/Publications/Standards%20and%20Guidelines/2012/EBA-GL-2012-05---GL-5-on-remuneration-data-collection-exercise-.pdf.2

    2
  3. (3)

    The Remuneration Code also fulfils the FSA's duty under section 139A of the Act (General rules about remuneration) to have rules requiring certain firms to have and act in accordance with a remuneration policy which is consistent with the effective management of risks and with the FSB Compensation Standards.

Notifications to the FSA

SYSC 19A.1.7GRP
  1. (1)

    The Remuneration Code does not contain specific notification requirements. However, general circumstances in which the FSA expects to be notified by firms of matters relating to their compliance with requirements under the regulatory system are set out in SUP 15.3 (General notification requirements).

  2. (2)

    In particular, in relation to remuneration matters such circumstances should take into account unregulated activities as well as regulated activities and the activities of other members of a group and would include each of the following:

    1. (a)

      significant breaches of the Remuneration Code, including any breach of a rule to which the detailed provisions on voiding and recovery in SYSC 19A Annex 1 apply;

    2. (b)

      any proposed remuneration policies, procedures or practices which could:

      1. (i)

        have a significant adverse impact on the firms reputation; or

      2. (ii)

        affect the firms ability to continue to provide adequate services to its customers and which could result in serious detriment to a customer of the firm; or

      3. (iii)

        result in serious financial consequences to the financial system or to other firms;

    3. (c)

      any proposed changes to remuneration policies, practices or procedures which could have a significant impact on the firms risk profile or resources;

    4. (d)

      fraud, errors and other irregularities described in SUP 15.3.17 R which may suggest weaknesses in, or be motivated by, the firms remuneration policies, procedures or practices.

  3. (3)

    Such notifications should be made immediately the firm becomes aware, or has information which reasonably suggests such circumstances have occurred, may have occurred or may occur in the foreseeable future.

Individual guidance

SYSC 19A.1.8GRP

The FSA's policy on individual guidance is set out in SUP 9. Firms should in particular note the policy on what the FSA considers to be a reasonable request for guidance (see SUP 9.2.5 G). For example, where a firm is seeking guidance on a proposed remuneration structure the FSA will expect the firm to provide a detailed analysis of how the structure complies with the Remuneration Code, including the general requirement for remuneration policies, procedures and practices to be consistent with and promote sound and effective risk management.