Related provisions for SUP 10C.3.15

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SUP 12.5.2AGRP
If:18(1) a UK MiFID investment firmMiFID investment firm21 or a third country investment firm appoints an appointed representative that is a tied agent or a MiFID optional exemption appointed representative, regulation 3(6) of the Appointed Representatives Regulations requires the contract between the firm and the appointed representative to contain a provision that the representative is only permitted to provide the services and carry on the activities referred to in article
SUP 12.5.3AGRP
13To the extent that the appointment of the appointed representative includes CBTL business, a firm should satisfy itself that the terms of the contract with its appointed representative:(1) are designed to enable the firm to comply properly with any direction issued or imposed under article 19 of the MCD Order; and(2) require the appointed representative to deal with the FCA in an open and co-operative manner and give access to its premises, as set out in SUP 2.3.4G and SUP 2.3.5R(2),
SUP 12.5.8RRP
8If a MiFID investment firm appoints an FCA registered tied agent21, SUP 12.5.6A R (1A) applies to that firm as though the FCA registered tied agent21 were an appointed representative.[Note: articles 4(1)(29) and 29(1)18 of MiFID]
EG 15.2.2RP
1Actuaries appointed by firms under rule 4.3.1 of the FCA's Supervision Manual are approved persons and as such will be subject to APER or COCON, as applicable2. When deciding whether to exercise its power to disqualify an actuary who is an approved person, the FCA will consider whether the particular breach of duty can be adequately addressed by the exercise of its disciplinary powers in relation to approved persons.
EG 15.2.4RP
1A disqualification order will be made against the person appointed as auditor or actuary of the firm. In the case of actuaries, the disqualification order will be made against the individual appointed by the firm. In the case of auditors, the disqualification order will depend on the terms of the appointment. Where the firm has appointed a named individual as auditor the disqualification will be made against that individual and this will be the case where the individual concerned
ICOBS 8.2.1RRP
(1) This section applies to a motor vehicle liability insurer.(2) The rules in this section relating to the appointment of claims representatives apply:22(a) [deleted]32(b) in relation to claims arising out of events occurring, and risks situated, in the United Kingdom, and covered by a firm operating from an establishment in the European Economic Area3.2(3) The rules in this section relating to claims handling apply in respect of claims arising from any accident caused by a vehiclenormally
ICOBS 8.2.5RRP
(1) A firm must notify to the Motor Insurers’ Information Centre3:(a) the name and address of the claims representative which they have appointed in the United Kingdom3;[Note: article 23(2) of the Consolidated Motor Insurance Directive](b) the telephone number and effective date of appointment; and(c) any material change to information previously notified.(2) Notification must be made within ten business days of an appointment or of a material change.
SUP 10C.12.11GRP
The FCA would consider using this power for a person who is in the running for the long-term appointment.
SUP 10C.12.12GRP
(1) An example of how the FCA could deal with a person who is in the running for the long-term appointment is outlined below.(2) The head of compliance resigns unexpectedly from a firm. The firm wishes to appoint one of the deputies. The FCA and the firm believe the deputy to be capable of running the firm's compliance function on a day-to-day ‘business as usual basis’ but the deputy has no experience developing a long-term, firm-wide strategy. The firm estimates that it could
SUP 10C.12.13GRP
In deciding whether a candidate is fit and proper, the FCA will take into account the role that the candidate is going to perform. The standard for a person who is appointed on a temporary basis may be different from a person appointed on a permanent basis when the person with a temporary appointment has a more limited role.
DTR 1B.1.1GRP
1The original6 purpose of the requirements in DTR 7.1 was6 to implement parts of the Audit Directive which require issuers that are required to appoint a statutory auditor to appoint an audit committee or have a body performing equivalent functions.
DTR 1B.1.2RRP
Except as set out in DTR 1B.1.3 R, DTR 7.1 applies to an issuer: (1) whose transferable securities are admitted to trading; and(2) which is required to appoint a statutory auditor.
SUP 12.1.1CGRP
[deleted]65
SUP 12.1.5GRP
2This chapter also sets out:5(1) guidance about section 39A of the Act, which is relevant to a MiFID investment firm6 that is considering appointing an FCA registered tied agent; and5(2) the FCA’s rules, and guidance on those rules, in relation to the appointment of:5(a) an FCA registered tied agent by a MiFID investment firm6;5(b) a MiFID optional exemption appointed representative; and5(c) a structured deposit appointed representative.5
DISP 1.3.7RRP
(1) 4A firm must appoint an individual at the firm, or in the same group as the firm, to have responsibility for oversight of the firm's compliance with DISP 1.(2) The individual appointed must be carrying out a FCA governing function6 at the firm or in the same group as the firm.(3) 11If there are no individuals at the firm or in the same group as the firm within (2), the firm must appoint an individual of appropriate seniority.(4) 11A person approved to perform the limited scope
DISP 1.3.8GRP
4Firms are not required to notify the name of the individual to the FCA or the Financial Ombudsman Service but would be expected to do so promptly on request. There is no bar on a firm appointing different individuals to have the responsibility at different times where this is to accommodate part-time or flexible working.
LR 9.6.11RRP
A listed company must notify a RIS of any change to the board including:(1) the appointment of a new director stating the appointees name and whether the position is executive, non-executive or chairman and the nature of any specific function or responsibility of the position;(2) the resignation, removal or retirement of a director (unless the director retires by rotation and is re-appointed at a general meeting of the listed company's shareholders);(3) important changes to the
LR 9.6.13RRP
A listed company must notify a RIS of the following information in respect of any new director appointed to the board as soon as possible following the decision to appoint the director and in any event within five business days of the decision:(1) details of all directorships held by the director in any other publicly quoted company at any time in the previous five years, indicating whether or not he is still a director;(2) any unspent convictions in relation to indictable offences;(3)
REC 2.4A.1UKRP

1Schedule to the Recognition Requirements Regulations, paragraph 2A

(1)

The composition of the management body of a [UK RIE] must reflect an adequately broad range of experience.

(2)

The management body must possess adequate collective knowledge, skills and experience in order to understand the [UK RIE’s] activities and main risks.

(3)

Members of the management body must -

(a)

commit sufficient time to perform their functions on the management body;

(b)

act with honesty, integrity and independence of mind; and

(c)

effectively -

(i)

assess and challenge, where necessary, the decisions of the senior management; and

(ii)

oversee and monitor decision making.

(4)

The management body must -

(a)

define and oversee the implementation of governance arrangements that ensure the effective and prudent management of the [UK RIE] in a manner which promotes the integrity of the market, which at least must include the -

(i)

the segregation of duties in the organisation; and

(ii)

the prevention of conflicts of interest;

(b)

monitor and periodically assess the effectiveness of the [UK RIE’s] governance arrangements; and

(c)

take appropriate steps to address any deficiencies found as a result of the monitoring under paragraph (b).

(5)

A [UK RIE] must -

(a)

devote adequate human and financial resources to the induction and training of members of the management body;

(b)

ensure that the management body has access to the information and documents it requires to oversee and monitor management decision-making; and

(c)

notify the FCA of the identity of all the members of its management body.

(6)

A [UK RIE] and, if it has a nomination committee, its nomination committee must engage a broad set of qualities and competences when recruiting persons to the management body, and for that purpose have a policy promoting diversity on the management body.

(7)

The number of directorships a member of the management body can hold at the same time must take into account individual circumstances and the nature, scale and complexity of the [UK RIE’s] activities.

REC 2.4A.2UKRP

Schedule to the Recognition Requirements Regulations, paragraph 2B

(1)

If the [UK RIE] is significant the following requirements apply to the management body -

(a)

members of the management body must not at the same time hold positions exceeding more than one of the following combinations –

(i)

one executive directorship with two non-executive directorships (or where so authorised by the FCA under regulation 44(1) [of the MiFI Regulations], three non-executive directorships); or

(ii)

four non-executive directorships (or where so authorised by the FCA under regulation 44(1) [of the MiFI Regulations], five non-executive directorships); and

(b)

the management body must have a nomination committee unless it is prevented by law from selecting and appointing its own members.

(2)

For the purposes of sub-paragraph (1)(a) -

(a)

any directorship in which the person represents the United Kingdom is not counted;

(b)

executive or non-executive directorships -

(i)

held within the same group, or

(ii)

held within the same undertaking where the [UK RIE] holds a qualifying holding2,

shall be counted as a single directorship; and

(c)

any directorship in an organisation which does not pursue predominantly commercial objectives is not counted.

(3)

The nomination committee referred to in sub-paragraph (1)(b) must -

(a)

be composed of members of the management body who do not perform an executive function in the [UK RIE];

(b)

identify and recommend to the [UK RIE] persons to fill management body vacancies;

(c)

at least annually assess the structure, size, composition and performance of the management body and make recommendations to the management body;

(d)

at least annually assess the knowledge, skills and experience of individual members of the management body and of the management body collectively and report to the management body accordingly; and

(e)

periodically review the policy of the management body for the selection and appointment of senior management and make recommendations to the management body; and

(f)

be able to use any forms of resource it deems appropriate, including external advice.

(4)

In performing its functions under sub-paragraph (3), the nomination committee must take account of the need to ensure that the management body’s decision making is not dominated by-

(a)

any one individual; or

(b)

a small group of individuals,

in a manner that is detrimental to the interests of the [UK RIE] as a whole.

(5)

In performing its function under sub-paragraph 3(b) the nomination committee must -

(a)

evaluate the balance of knowledge, skills, diversity and experience of the management body;

(b)

prepare a description of the roles, capabilities and expected time commitment for any particular appointment;

(c)

decide on a target for the representation of the underrepresented gender in the management body and prepare a policy on how to meet that target;

(d)

engage a broad set of qualities and competences, and for that purpose have a policy promoting diversity on the management body.

(6)

In sub-paragraph (1), “significant” in relation to a [UK RIE] means significant in terms of the size and internal organisation of the [UK RIE] and the nature, scale and complexity of the [UK RIE’s] activities.

2(7)

In sub-paragraph (2)(b)(ii)—

“qualifying holding” means a direct or indirect holding in an investment firm which represents 10% or more of the capital or of the voting rights, as set out in Articles 9 and 10 of Directive 2004/109/EC, taking into account the conditions regarding aggregation thereof laid down in Article 12(4) and (5) of that Directive, or which makes it possible to exercise a significant influence over the management of the investment firm in which that holding subsists;

“Directive 2004/109/EC” means Directive 2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market.

REC 4.5.6GRP
Under section 166(6) of the Companies Act 1989, a negative direction cannot be given if, in relation to the defaulter, either:(1) a bankruptcy order or an award of sequestration of the defaulter's estate has been made, or an interim receiver or interim trustee has been appointed; or (2) a winding-up order has been made, a resolution for voluntary winding-up has been passed or an administrator, administrative receiver or provisional liquidator has been appointed; and any previous
REC 4.5.9GRP
Where, in relation to a member (or designated non-member) of a UK RIE :1(1) a bankruptcy order; or(2) an award of sequestration of his estate; or(3) an order appointing an interim receiver of his property; or(4) an administration or winding-up order; or(5) a resolution for a voluntary winding-up; or(6) an order appointing a provisional liquidator; has been made or passed and the UK RIE1 has not taken action under its default rules as a result of this event or of the matters giving
SUP 12.3.5RRP
[deleted]716
SUP 12.3.6GRP
1The effect of section 39A(6)(b) of the Act is to prohibit a MiFID investment firm7 from appointing an FCA registered tied agent unless it has accepted responsibility in writing for the agent's activities in acting as a tied agent.
SUP 18.2.20GRP
Under section 107(2) of the Act, the application to the court may be made by the transferor or the transferee or both. As soon as reasonably practical, the intended applicant should choose their nominee for independent expert in the light of any criteria advised by the appropriate regulator. The intended applicant(s) should then advise the appropriate regulator of their choice, unless the appropriate regulator8 wishes them to defer nomination or to make its own nomination. The
SUP 18.2.33GRP
The scheme report should comply with the applicable rules on expert evidence and contain the following information:(1) who appointed the independent expert and who is bearing the costs of that appointment;(2) confirmation that the independent expert has been approved or nominated by the appropriate regulator8;8(3) a statement of the8independent expert's professional qualifications and (where appropriate) descriptions of the experience that fits him for the role;(4) whether the
SUP 18.2.41GRP
A transfer may provide for benefits to be reduced for some or all of the policies being transferred. This might happen if the transferor is in financial difficulties. If there is such a proposal, the independent expert should report on what reductions he considers ought to be made, unless either:(1) the information required is not available and will not become available in time for his report, for instance it might depend on future events; or(2) otherwise, he is unable to report
LR 8.1.2RRP
A company with, or applying for, a premium listing3 must comply with LR 8.2 (When a sponsor must be appointed or its guidance2 obtained) and LR 8.5 (Responsibilities of listed companies).332
EG 9.8.1RP
1The FCA may consider taking disciplinary action against a firm that has not taken reasonable care, as required by section 56(6) of the Act, to ensure that none of that firm's functions in relation to carrying on of a regulated activity is performed by a person who is prohibited from performing the function by a prohibition order. The FCA considers that a search by a firm of the Financial Services Register is an essential part of the statutory duty to take reasonable care to ensure
LR 8.5.3RRP
Where a listed company or applicant appoints more than one sponsor to provide a sponsor service4, the company must:(1) ensure that one sponsor4 takes responsibility for contact with the FCA in respect of administrative arrangements for the sponsor service4; and244(2) inform the FCA promptly4, in writing, of the name and contact details of the sponsor taking responsibility under (1).44
LR 16.3.4RRP
An3applicant must appoint a sponsor when it makes an application for admission of equity shares2which requires the production of listing particulars. 3
EG 8.8.1RP
1The Bank Recovery and Resolution Order 2016 amended the Act by adding sections 71B to 71I. The FCA has powers to remove directors and senior executives and to appoint temporary managers of relevant firms or parent undertakings, as defined by section 71I of the Act. Where a temporary manager has been appointed, the FCA also has powers to require the directors not to exercise specified functions during the period of appointment and to consult the temporary manager, or obtain the
DEPP 3.1.2GRP
(1) The RDC is separate from the FCA's2 executive management structure. Apart from its Chairman, none of the members of the RDC is an FCA2employee.22(2) All members of the RDC are appointed for fixed periods by the FCA2 Board. The FCA2 Board may remove a member of the RDC, but only in the event of that member's misconduct or incapacity.22
SUP 10A.3.3GRP
Arrangement is defined in section 59(10) of the Act as any kind of arrangement for the performance of a function which is entered into by a firm or any of its contractors with another person and includes the appointment of a person to an office, their1 becoming a partner, or their1 employment (whether under a contract of service or otherwise). 1
SYSC 4 Annex 1GRP

[Editor’s note: The text of this provision has been moved to SYSC 25 Annex 1G]4