Content Options

Content Options

Status: Please note you should read all Brexit changes to the FCA Handbook and BTS alongside the main FCA transitional directions. Where these directions apply the 'standstill', firms have the choice between complying with the pre-IP completion day rules, or the post-IP completion day rules. To see a full list of Handbook modules affected, please see Annex B to the main FCA transitional directions.

SECTION 3 Organisational structure, governance and compliance

Article 5 Organisational chart

  1. (1)

    An application for registration as a trade repository shall contain the organisational chart detailing the organisational structure of the applicant, including that of any ancillary services.

  2. (2)

    That chart shall include information about the identity of the person responsible for each significant role, including senior management and persons who direct the activities of any branches.

Article 6 Corporate governance

  1. (1)

    An application for registration as a trade repository shall contain information regarding the applicant’s internal corporate governance policies and the procedures and terms of reference which govern its senior management, including the board, its non-executive members and, where established, committees.

  2. (2)

    That information shall include a description of the selection process, appointment, performance evaluation and removal of senior management and members of the board.

  3. (3)

    Where the applicant adheres to a recognised corporate governance code of conduct, the application for registration as a trade repository shall identify the code and provide an explanation for any situations where the applicant deviates from the code.

Article 7 Internal control

  1. (1)

    An application for registration as a trade repository shall contain detailed information relating to the internal control system of the applicant, including information regarding its compliance function, risk assessment, internal control mechanisms and arrangements of its internal audit function.

  2. (2)

    The detailed information referred to in paragraph 1 shall contain:

    1. (a)

      the applicant's internal control policies and respective procedures related to their consistent and effective implementation;

    2. (b)

      any policies, procedures and manuals regarding the monitoring and evaluation of the adequacy and effectiveness of the applicant's systems;

    3. (c)

      any policies, procedures and manuals regarding the control and safeguard for the applicant's information processing systems;

    4. (d)

      the identity of the internal bodies in charge of the evaluation of the relevant internal control findings.

  3. (3)

    An application for registration as a trade repository shall contain the following information with respect to the applicant's internal audit activities:

    1. (a)

      the composition of any Internal Audit Committee, its competences and responsibilities;

    2. (b)

      its internal audit function charter, methodologies, standards and procedures;

    3. (c)

      an explanation how its internal audit charter, methodology and procedures are developed and applied taking into account the nature and extent of the applicant's activities, complexities and risks;

    4. (d)

      a work plan for three years following the date of application addressing the nature and extent of the applicant's activities, complexities and risks.

Article 8 Regulatory compliance

An application for registration as a trade repository shall contain the following information regarding an applicant’s policies and procedures for ensuring compliance with Regulation (EU) No 648/2012:

  1. (a)

    a description of the roles of the persons responsible for compliance and of any other staff involved in the compliance assessments, including how the independence of the compliance function from the rest of the business will be ensured;

  2. (b)

    the internal policies and procedures designed to ensure that the applicant, including its managers and employees, comply with all the provisions of Regulation (EU) No 648/2012, including a description of the role of the board and senior management;

  3. (c)

    where available, the most recent internal report prepared by the persons responsible for compliance or any other staff involved in compliance assessments within the applicant.

Article 9 Senior management and members of the Board

  1. (1)

    An application for registration as a trade repository shall contain the following information in respect of each member of the senior management and each member of the Board:

    1. (a)

      a copy of the curriculum vitae;

    2. (b)

      detailed information on the knowledge and experience in IT management, operations and development;

    3. (c)

      details regarding any criminal convictions in connection with the provision of financial or data services or in relation to acts of fraud or embezzlement, in particular in the form of an official certificate if available within the UK;

    4. (d)

      a self-declaration of good repute in relation to the provision of a financial or data service, where each member of the senior management and the board states whether they:

      1. (i)

        have been convicted of any criminal offence in connection with the provision of financial or data services or in relation to acts of fraud or embezzlement;

      2. (ii)

        have been subject to an adverse decision in any proceedings of a disciplinary nature brought by a regulatory authority or government bodies or agencies or are the subject of any such proceedings which are not concluded;

      3. (iii)

        have been subject to an adverse judicial finding in civil proceedings before a court in connection with the provision of financial or data services, or for impropriety or fraud in the management of a business;

      4. (iv)

        have been part of the board or senior management of an undertaking whose registration or authorisation was withdrawn by a regulatory body;

      5. (v)

        have been refused the right to carry on activities which require registration or authorisation by a regulatory body;

      6. (vi)

        have been part of the board or senior management of an undertaking which has gone into insolvency or liquidation while this person was connected to the undertaking or within a year of the person ceasing to be connected to the undertaking;

      7. (vii)

        have been part of the board or senior management of an undertaking which was subject to an adverse decision or penalty by a regulatory body;

      8. (viii)

        have been otherwise fined, suspended, disqualified, or been subject to any other sanction in relation to fraud, embezzlement or in connection with the provision of financial or data services, by a government, regulatory or professional body;

      9. (ix)

        have been disqualified from acting as a director, disqualified from acting in any managerial capacity, dismissed from employment or other appointment in an undertaking as a consequence of misconduct or malpractice;

    5. (e)

      a declaration of any potential conflicts of interests that the senior management and the members of the board may have in performing their duties and how these conflicts are managed.