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SYSC 4.6 Management responsibilities maps for non-UK relevant authorised persons1

Application

SYSC 4.6.1R

2This section applies to:

  1. (1)

    EEA relevant authorised persons; and

  2. (2)

    third-country relevant authorised persons;

in relation to the activities of a branch maintained by them in the United Kingdom.

SYSC 4.6.2R

There is no territorial limitation on the application of SYSC 4.6, save as set out in SYSC 4.6.1R.

SYSC 4.6.3R

This section is not limited to regulated activities or other specific types of activities.

Purpose

SYSC 4.6.5G
  1. (1)

    This section sets out the rules about management responsibilities maps for branches maintained in the United Kingdom by:

    1. (a)

      third-country relevant authorised persons (see SYSC 4.6.6R to SYSC 4.6.14G and SYSC 4.6.29G);

    2. (b)

      EEA relevant authorised persons (see SYSC 4.6.15R to SYSC 4.6.28G and SYSC 4.6.29G).

  2. (2)

    This section is not intended to extend the application of the common platform requirements to matters which are reserved by an EU instrument to the firm’s Home State regulator in relation to EEA relevant authorised persons.

General rule for third-country relevant authorised persons

SYSC 4.6.6R

A third-country relevant authorised person must, at all times, have a comprehensive and up-to-date document (the management responsibilities map) that describes the management and governance arrangements for any branch it maintains in the United Kingdom, including:

  1. (1)

    details of the reporting lines and the lines of responsibility; and

  2. (2)

    reasonable details about:

    1. (a)

      the persons who are part of those arrangements; and

    2. (b)

      their responsibilities.

(See further requirements in SYSC 4.6.9R.)

SYSC 4.6.7R

The third-country relevant authorised person’s management responsibilities map for a branch must show clearly how any responsibilities covered by that management responsibilities map are shared or divided between different persons.

SYSC 4.6.8G
  1. (1)

    One purpose of the management responsibilities map for third country relevant authorised persons is to help the firm and the FCA satisfy themselves that the branch has a clear organisational structure (as required by SYSC, where applicable).

  2. (2)

    It also helps the FCA to identify who it needs to speak to about particular issues and who is accountable if something goes wrong.

Specific requirements for third-country relevant authorised persons

SYSC 4.6.9R
  1. (1)

    A management responsibilities map for a branch maintained by a third-country relevant authorised person must include the matters listed in SYSC 4.5.7R, subject to the modifications in (2).

  2. (2)

    Unless the context requires otherwise, the following terms in SYSC 4.5.7R are modified as follows:

    Reference in SYSC 4.5.7R

    Modification

    firm

    treated as a reference to the branch

    governing body, management body, senior management and senior personnel

    (a) treated as a reference to the branch’s governing body, management body, senior management or senior personnel;

    (b) the Glossary definitions of these terms are adjusted so as to refer to the branch rather than the firm as a whole

    group

    treated as including the rest of the firm

    PRA-prescribed senior management responsibilities

    treated as a reference to PRA-prescribed UK branch senior management responsibilities

    functions allocated under SYSC 4.7.8R (Allocation of overall responsibility for a firm’s activities, business areas and management functions)

    treated as a reference to functions allocated under SYSC 4.8.10R (Local responsibility for a branch’s activities, business areas and management functions)

SYSC 4.6.10R

SYSC 4.6.9R(1) does not require the firm to include the names of approved persons under SUP 10A.1.16BR (Appointed representatives).

Single document

SYSC 4.6.11R

A management responsibilities map for a branch maintained by a third-country relevant authorised person must be a single document (see SYSC 4.6.14G(1)(b) for more on this).

Guidance about management responsibilities maps for a branch maintained by a third-country relevant authorised person

SYSC 4.6.12G
  1. (1)

    The management responsibilities map should be consistent with the statements of responsibilities.

  2. (2)

    The statements of responsibilities and the management responsibilities map should all be prepared in a way that makes it simple to see how the responsibilities allocated in a particular statement of responsibilities fit into the overall system of management and governance of the firm.

SYSC 4.6.13G

The management responsibilities map for a branch maintained by a third-country relevant authorised person should include functions that are:

  1. (1)

    included in a PRA controlled function under SUP 10C.9 (Minimising overlap with the PRA approved persons regime); or

  2. (2)

    excluded from the other local responsibility function under SUP 10C.8.1R (Exclusion for approved person with approval to perform other designated senior management functions).

SYSC 4.6.14G
  1. (1)

    The guidance below applies to management responsibilities maps for branches maintained by third-country relevant authorised persons, subject to the modifications in (2):

    1. (a)

      SYSC 4.5.11G to SYSC 4.5.12G (Guidance about management responsibilities maps);

    2. (b)

      SYSC 4.5.15G (Single document);

    3. (c)

      SYSC 4.5.16G to SYSC 4.5.17G (Purpose of SYSC 4 Annex 1G (The main business activities and functions of a relevant authorised person));

    4. (d)

      SYSC 4.5.18G to SYSC 4.5.20G (Contents of SYSC 4 Annex 1G (The main business activities and functions of a relevant authorised person));

    5. (e)

      SYSC 4 Annex 1G (The main business activities and functions of a relevant authorised person); and

    6. (f)

      SYSC 4.5.21G to SYSC 4.5.22G (Records).

  2. (2)

    Unless the context otherwise requires, the following terms and cross-references in the guidance in (1) are modified as follows:

    Reference in guidance in (1)

    Modification

    firm

    treated as a reference to the branch

    governing body, senior management and senior personnel

    (a) treated as a reference to the branch’s governing body, senior management or senior personnel;

    (b) the Glossary definitions of these terms are adjusted so as to refer to the branch rather than the firm as a whole

    other overall responsibility function

    treated as a reference to the other local responsibility function

    SYSC 4.5.5R

    treated as a reference to SYSC 4.6.7R

    SYSC 4.5.7R

    subject to modification under SYSC 4.6.9R(2)

    SYSC 4.7.8R

    treated as a reference to SYSC 4.8.10R

    the reference to SYSC 4.5.13G in SYSC 4.5.15G(5)

    treated as a reference to SYSC 4.6.29G

Management responsibilities maps for EEA relevant authorised persons: General rule

SYSC 4.6.15R

An EEA relevant authorised person must, at all times, have a comprehensive and up-to-date document (the management responsibilities map) that describes the management and governance arrangements for any branch it maintains in the United Kingdom, including:

  1. (1)

    details of the reporting lines and the lines of responsibility; and

  2. (2)

    reasonable details about:

    1. (a)

      the SMF managers who carry out activities in relation to the branch; and

    2. (b)

      their responsibilities.

SYSC 4.6.16R

The EEA relevant authorised person’s management responsibilities map for a branch must show clearly how any responsibilities covered by that management responsibilities map are shared or divided between different persons.

Responsibilities maps for EEA relevant authorised persons: purpose

SYSC 4.6.17G
  1. (1)

    The management responsibilities map is an important support to the FCA’s functions as Host State competent authority.

  2. (2)

    Having requirements and powers that apply directly to individuals helps to make the requirements on firms that the FCA is required or entitled to impose as Host State competent authority more effective.

  3. (3)

    The management responsibilities map helps the FCA to operate its powers and requirements for individuals. For example it helps the FCA:

    1. (a)

      to identify who is accountable if something goes wrong;

    2. (b)

      to understand the role of the approved person (or candidate) in the branch and therefore to judge how to use its powers under the approved persons regime, such as the power to grant or refuse approval.

  4. (4)

    By helping the FCA to better understand how the branch is structured, the management responsibilities map also helps the FCA to carry out more effective supervision of conduct of business, money laundering and other Host State responsibilities.

Responsibilities maps for EEA relevant authorised persons: detailed requirements

SYSC 4.6.18R

A management responsibilities map for a branch maintained by an EEA relevant authorised person must include:

  1. (1)
    1. (a)

      the names of all the branch’s:

      1. (i)

        approved persons;

      2. (ii)

        members of its governing body and (if different) management body who are not approved persons;

      3. (iii)

        senior management; and

      4. (iv)

        senior personnel; and

    2. (b)

      details of the responsibilities which they hold;

  2. (2)

    all responsibilities described in any current statement of responsibilities;

  3. (3)

    matters reserved to the governing body of the branch, or equivalent, (including the terms of reference of its committees) and, if different, the management body;

  4. (4)

    details of how the branch’s management and governance arrangements fit together with:

    1. (a)

      the wider firm;

    2. (b)

      its group; and

    3. (c)

      any other person in (5);

  5. (5)

    details of the extent to which the branch’s management and governance arrangements are provided by, or shared with, other members of its group, the wider firm, or others;

  6. (6)

    details of the reporting lines and the lines of responsibility (if any) between the branch and those who carry out functions in relation to them and:

    1. (a)

      other members of its group, other third parties or the wider firm;

    2. (b)

      persons acting as employees or officers of, or otherwise acting for, anyone in (a); or

    3. (c)

      committees or other bodies of anyone in (a);

  7. (7)

    reasonable information about the persons described or identified in the management responsibilities map, including:

    1. (a)

      whether they are employees of the firm and, if not, by whom they are employed;

    2. (b)

      if they are certification employees of the firm; and

    3. (c)

      the responsibilities they have in relation to the wider firm, other group members or any other person in (5); and

  8. (8)

    details of how (1) to (7) fit together and fit into the branch’s management and governance arrangements as a whole.

SYSC 4.6.19R

SYSC 4.6.18R(1) does not require the firm to include the names of approved persons under SUP 10A.1.16BR (Appointed representatives).

Responsibilities maps for EEA relevant authorised persons: leaving out information already supplied

SYSC 4.6.20R

An EEA relevant authorised person may exclude from its management responsibilities map:

  1. (1)

    any information contained in its requisite details;

  2. (2)

    any information contained in any notice of changes to its requisite details under the EEA Passport Rights Regulations; and

  3. (3)

    any other information that has been supplied by the firm to the FCA or the PRA (including through the firm’s Home State competent authority) if:

    1. (a)

      that information was supplied to the FCA or the PRA as a Host State competent authority for credit institutions or investment firms; and

    2. (b)

      the Single Market Directives or any other EU legislation provides for the supply of that information to the FCA or the PRA as described in (a).

SYSC 4.6.21G

Information contained in SYSC 4.6.20R(1) and (2) covers:

  1. (1)

    details about the branch contained in the notice given by the firm’s Home State competent authority as part of the process for establishing the branch in the United Kingdom; and

  2. (2)

    any updates to that information under the EEA Passport Rights Regulations.

SYSC 4.6.22G

The management responsibilities map of an EEA relevant authorised person may therefore consist of information:

  1. (1)

    that has changed since its requisite details were supplied or were last changed; or

  2. (2)

    that is not covered in the firm’s Home State competent authority’s passport notification.

SYSC 4.6.23G

The FCA expects that an EEA relevant authorised person that excludes information from its management responsibilities map under SYSC 4.6.20R will identify in its management responsibilities map the documents supplied to the FCA or the PRA where the omitted information can be found.

SYSC 4.6.24G

In practice an EEA relevant authorised person may find it easier to prepare its management responsibilities map without omitting any information under SYSC 4.6.20R so that all the information referred to in SYSC 4.6.15R to SYSC 4.6.19R can be found in a single integrated document.

Management responsibilities maps for EEA relevant authorised persons: Single document

SYSC 4.6.25R

A management responsibilities map for a branch maintained by an EEA relevant authorised person must be a single document (see SYSC 4.6.28G(7)(a) for more on this).

Management responsibilities maps for EEA relevant authorised persons: guidance about what should be included

SYSC 4.6.26G

SYSC 4.6.27G and SYSC 4.6.28G do not take into account the right of a firm to omit information under SYSC 4.6.20R. They assume that the firm will prepare a single document under SYSC 4.6.24G. However SYSC 4.6.27G and SYSC 4.6.28G are not intended to take away the right to omit information under SYSC 4.6.20R.

SYSC 4.6.27G
  1. (1)

    The management responsibilities map should be consistent with the statements of responsibilities.

  2. (2)

    The statements of responsibilities and the management responsibilities map should be prepared in a way that makes it simple to see how the responsibilities allocated in a particular statement of responsibilities fit into the overall system of management and governance of the branch.

SYSC 4.6.28G
  1. (1)

    This provision gives guidance on specific aspects of SYSC 4.6.16R and SYSC 4.6.18R.

  2. (2)

    A firm need only include summary details of the persons in SYSC 4.6.18R(1).

  3. (3)

    A branch’s SMF managers and members of its governing body or equivalent may overlap with its senior management and senior personnel. If so, the firm does not have to give the same details twice.

  4. (4)

    A firm should include details of individuals in addition to those in SYSC 4.6.18R(1) if they are needed to make the management responsibilities map clear. For example, it may be necessary to include these details if the same individual has responsibilities in a number of different areas of the branch.

  5. (5)

    A firm should only include summary details about statements of responsibilities under SYSC 4.6.18R(2). There is no need to duplicate the statements of responsibilities.

  6. (6)

    If any designated senior management function is performed by more than one person, a firm’s management responsibilities map should give details of how the performance or discharge of the responsibilities is to be carried out by those persons.

  7. (7)

    The guidance below applies to EEA relevant authorised persons subject to the modifications in (8):

    1. (a)

      SYSC 4.5.15G (Single document);

    2. (b)

      SYSC 4.5.21G to SYSC 4.5.22G (Records).

  8. (8)

    Unless the context otherwise requires, any reference in the guidance in (7) to:

    1. (a)

      the firm should be treated as a reference to the branch:

    2. (b)

      the reference to SYSC 4.5.13G in SYSC 4.5.15G(5) should be treated as a reference to SYSC 4.6.29G.

Management responsibilities maps for small branches maintained by non-UK relevant authorised persons

SYSC 4.6.29G
  1. (1)

    The guidance in this paragraph applies to EEA relevant authorised persons and third-country relevant authorised persons.

  2. (2)

    The FCA expects that the management responsibilities map of a small and non-complex branch is likely to be simple and short. It may be no more than a single sheet of paper.

  3. (3)

    A branch is likely to be small and non-complex if it:

    1. (a)

      conducts a limited number of simple business lines; and

    2. (b)

      does not rely on group governance arrangements or on governance arrangements for other parts of the firm.