CP17/40: Individual accountability: Transitioning FCA firms and individuals to the Senior Managers & Certification Regime

Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Consultation Paper CP17/40* December 2017 Individual Accountability:

Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime CP17/40 We are asking for comments on this Consultation Paper (CP) by 21 February 2018. You can send them to us using the form on our website at:
www.fca.org.uk/cp17-40-responseform.
Or in writing to:
Jon Blankfield
Governance & Professionalism Policy
Strategy & Competition
Financial Conduct Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Email:
cp17-40@fca.org.uk
How to respond Contents
1 Summary 3
2 The wider context 9
3 Transitional arrangements 12
4 Conversion – Core and Limited Scope Firms 14 5 Conversion – Enhanced Firms 23 6 Forms 33 7 Consequentials 39 8 Changes affecting Banking Firms 43
Annex 1
Questions in this paper
Annex 2
Cost benefit analysis
Annex 3
Compatibility statement
Annex 4
Abbreviations in this document
Appendix 1
Main Legal Instrument
Appendix 2
Legal Instrument – Staggered Commencement
Appendix 3
Legal Instrument – Changes to Non-Handbook Forms returns you to the contents list takes you to helpful abbreviations How to navigate this document onscreen

CP17/40
Chapter 1
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime 1 Summary Why we are consulting
1.1 We are creating a new regime for firms and regulators, to strengthen accountability in
financial services.
1.2 The regime was consulted on in CP17/25, published in July 2017, when we proposed
changes to how individuals in relevant firms are assessed and held accountable for what they do, or fail to do. The Senior Managers & Certification Regime (SM&CR) will make it easier for firms and regulators to hold these people to account. This Consultation Paper sets out how we propose to move these relevant firms and individuals to the new regime, as well as associated consequential changes to our Handbook. Who is affected by the changes
1.3 All FCA solo-regulated firms will be affected by these changes, as well as EEA and
third-country branches (but not insurers, these firms should read CP17/41). The requirements depend on whether firms are classified as Limited Scope, Core or Enhanced. Use Figure 1 and Table 1 to determine your firm’s classification.
Figure 1: Firm Checker Tool
No
You are a Core SM&CR fi rm unless one of the following applies:
You are an Enhanced SM&CR fi rm
Are you a fi rm that is currently exempt from the Approved Persons Regime? You are not an SM&CR fi rm Yes Are you a fi rm that is currently subject to a limited application of the Approved Persons Regime? You are a Limited Scope SM&CR fi rm Yes No You are a Signifi cant IFPRU fi rm You are a CASS Large fi rm You have Assets Under Management of £50bn or more (at any time in the last three years) You are a fi rm with total intermediary regulated business revenue of £35 million or more per annum You are a fi rm with annual regulated revenue generated by consumer credit lending of £100 million or more per annum You are a mortgage lender (that is not a bank) with 10,000 or more regulated mortgages outstanding

CP17/40
Chapter 1
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime
Table 1: Table of Firm Types
Firm type Description
Limited Scope Firm Firms that will be subject to fewer requirements than Core firms. This covers all firms that currently have a limited application of the Approved Persons Regime, including:

limited permission consumer credit firms
sole traders
authorised professional firms whose only regulated activities are nonmainstream regulated activities
oil market participants
service companies
energy market participants
subsidiaries of local authorities or registered social landlords
insurance intermediaries whose principal business is not insurance
intermediation and who only have permission to carry on insurance mediation activity in relation to non-investment insurance contracts
authorised internally managed Alternative Investment Funds (AIFs)
Core Firm Firms that will have a baseline of SM&CR requirements applied. EEA and non-EEA branches will fall into this category. Enhanced Firm A small proportion of solo-regulated firms that will have to apply extra rules.
1.4 People who should read this whole document:
1 Limited permission consumer credit firms that are also Appointed Representatives should take note of 7.4 – 7.8.
all FCA solo-regulated firms in scope of the proposals set out in CP17/25
(conversion proposals for Core and Limited Scope Firms can be found in Chapter 4, and Enhanced firms will find their proposals in Chapter 5).
EEA and third-country branches (but not insurers). Conversion proposals for
branches can be found in Chapter 4.
1.5 People who only need to read sections of this document:
firms subject to the Banking Regime (Chapters 6, 7 and 8)
firms that apply for authorisation before Commencement – ‘applicant firms’ (the
end of chapters 4 and 5 depending on whether the firm is likely to be categorised as Limited Scope, Core or Enhanced).
Appointed Representatives1
(chapters 6 and 7).
1.6 People who only need to read this summary:
incoming EEA firms providing cross-border services only – these firms are out of
scope of the SM&CR.
Insurers (please read CP17/41 for the relevant proposals for these firms).
Payment Services firms – these firms are out of scope of the SM&CR.

CP17/40
Chapter 1
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime The wider context of this consultation
1.7 The Bank of England and Financial Services Act 2016 made changes to the Financial
Services and Markets Act 2000 (FSMA) and the proposals in this CP – and those set out in CP17/25 – will implement them. The changes expand the Senior Managers and Certification Regime (SM&CR) to all authorised firms and will extend:

the Senior Managers Regime (SMR) to all FCA solo-regulated firms and focus
regulatory approval on fewer senior individuals in a firm than under the current Approved Persons Regime (APR)
the Certification Regime to most FCA solo-regulated firms. This requires firms to
assess the fitness and propriety of certain individuals who could harm the firm, its customers or the market.
the Conduct Rules to most staff in FCA solo-regulated firms.
This CP sets out the proposed technical amendments that apply to FCA soloregulated firms. The Core, Enhanced and Limited Scope Regimes In Chapters 2 and 3 of CP17/25 we set out our intention to apply a set of requirements to all FCA soloregulated firms (the Core regime). We also set out extra requirements (the Enhanced regime) for a subset of firms and a reduced set of requirements for Limited Scope firms. The proposed criteria for a firm being in scope of the Core, Limited Scope and Enhanced regimes are set out in CP17/25. The proposals in chapters 2, 3, 4 and 5 of this CP refer to this categorisation. What we want to change
1.8 There will be changes to the Handbook because of the proposals in CP17/25. This CP
explains our proposals for how firms and individuals will be transitioned to the new regime, and includes the forms needed to achieve this. Conversion of individuals from the APR to the SM&CR
1.9 Chapter 3 sets out our proposed transitional arrangements for moving from the APR
to the SM&CR.
1.10 Our proposed approach to conversion of relevant individuals is set out in
chapters 4 and 5. The proposals are different for Core, Limited Scope or Enhanced firms under the criteria set out in CP17/25. There is a Firm Checker Tool in 1.3 for firms to work out which category applies to them.
1.11 In CP17/25, we explained that many different types of firms will be subject to the
extended SM&CR, ranging from the very smallest to some of the largest global firms.
1.12 Given the differences in the size and nature of firms covered by the extended regime,
we recognise that it would not be appropriate to approach moving individuals into the

CP17/40
Chapter 1
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime SM&CR in the same way for all firms. We want our approach to conversion to be simple, clear and proportionate, and flexible enough to accommodate different business models. For the majority of FCA firms, our proposed approach to moving individuals will require little or no interaction with the FCA.
1.13 We propose:

to automatically convert most of the approved persons at Core and Limited Scope
firms into the corresponding new Senior Management Functions
that Enhanced firms need to submit a conversion notification (Form K) and
accompanying documents.
Figure 2: Proposed approach to conversion
APR SM&CR
Individuals at Core and Limited Scope fi rms will be automatically converted from APR functions to corresponding Senior Management Functions wherever possible (see Chapter 4 for more information). APR Submission of:
• Form K
(Conversion Notifi cation)
• Statements of
Responsibilities (SoRs)
• Responsibilities Map
SM&CR
Individuals at Enhanced fi rms will be converted from APR functions to Senior Management Functions subject to the submission of a conversion notifi cation and accompanying documentation (see Chapter 5 for more information). Changes to forms
1.14 Chapter 6 sets out our proposed changes to regulatory forms. These reflect the
move to the SM&CR, while keeping APR for Appointed Representatives (ARs), and some consequential changes, including applying the late returns fee to late or nonsubmitters of REP008 (the annual report of Conduct Rules breaches). Changes affecting Banking firms
1.15 Proposals included in CP17/25 that are directly relevant to firms subject to the Banking
Regime (banks, building societies, credit unions and PRA-designated investment firms) are listed in Chapter 8.
1.16 Banking firms will need to note our proposal to apply the late returns fee to nonsubmitters of REP008.

CP17/40
Chapter 1
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Other proposals
1.17 In Chapter 7, we set out several consequential amendments to our Handbook to make
sure that the move to the new regime is effective. These include:
2 One exception is for Limited Permission Consumer Credit firms that also act as Appointed Representatives for other business. These fall within scope of the extended SM&CR as they are authorised firms.

changes necessary to keep the Approved Persons Regime for Appointed
Representatives
changes to SUP 10C, to reflect the extension of the SM&CR to FCA solo-regulated
firms, and Insurers
some changes to clarify how the regime applies to different types of firms
consequential changes to the Enforcement Guide (EG) and the Decision Procedure
and Penalties Manual (DEPP)
additional guidance on the SMF24 – Chief Operations function
changes to the Glossary
1.18 This CP does not propose any requirements for benchmark administrators and these
will be addressed separately.
Outcome we are seeking
1.19 We want to make the transition from APR to the SM&CR as simple, clear and
proportionate as possible.
Appointed Representatives
1.20 While there are consequential amendments that will be of interest to Appointed
Representatives (ARs) of firms, the extension of the SM&CR proposed in CP17/25 does not affect individuals and Approved Persons working at ARs. The Bank of England and Financial Services Act 2016 does not currently provide us with the power to extend the regime to ARs.2
1.21 The provisions of the Approved Persons Regime still apply to ARs. Principal firms
remain fully responsible for their ARs and networks meeting our rules and Senior Managers at these firms must make sure that this happens. The Financial Services Register
1.22 In CP17/25 and CP17/26 we proposed that, for firms subject to SM&CR, only details
of people holding Senior Management Functions would be included on the Financial Services Register. This is because Senior Management Functions will be the only

CP17/40
Chapter 1
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime roles approved by the FCA under the new regime. This would mean that, under these proposals, people performing Certification Functions would not appear on the Register following the extension of the SM&CR.
1.23 We are reviewing all feedback that we received to these consultations to decide
the right approach. This includes concerns raised around the potential impact of excluding certain people from the Register. We have listened to this feedback and are considering next steps as part of our preparations to implement the new regime. Next steps What you need to do
1.24 We want to know what you think of our proposals in this CP. Please send us your
comments by 21 February 2018.
1.25 You may wish to think about whether you have the appropriate people in the correct
approved functions before the conversion of approved individuals from the APR to the SM&CR takes place. This will help to make your transition to the new regime as easy as possible. How to send us your response
1.26 Use the online response form on our website, email us at cp17-40@fca.org.uk or write
to us at the address on page 2.
What we will do next
1.27 We will consider your feedback and publish our rules, including our final approach to
transition and conversion, in a Policy Statement in summer 2018.

CP17/40
Chapter 2
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime 2 The wider context Background Extending the SM&CR to all FCA-authorised firms
2.1 In July 2017, we proposed changes to how individuals working in financial services
are regulated.
2.2 These proposals affect most of the firms that we regulate. These range from very
small firms and those with limited permissions (including sole traders and consumer credit firms), to some of the largest global firms.
2.3 Almost every firm that offers financial services and is regulated by the FCA will be
affected by these changes – especially firms currently subject to the Approved Persons Regime (APR). It will also affect the people who work in these firms, including those not currently subject to the APR. Why we are doing this
2.4 We currently regulate individuals in FCA solo-regulated firms through the Approved
Persons Regime.
2.5 After the financial crisis, Parliament recommended that we develop a new
accountability system to focus on Senior Managers and individual responsibility, so we created the new Senior Managers and Certification Regime. This applies to banks, building societies, credit unions and PRA-designated investment firms, and replaced the Approved Persons Regime for these firms from March 2016.
2.6 Our next step is to replace the Approved Persons Regime with the Senior Managers
and Certification Regime in almost all financial services firms, not just banking firms.
2.7 Our priority is to reduce harm to consumers and markets by raising standards of
conduct for everyone who works in financial services, and by making senior people in firms more responsible and accountable for their actions.
2.8 However, we have to make some changes to our rules and forms to move firms and
individuals from the APR to the SM&CR, and these are set out in this CP. How it links to our objectives Consumer protection Improving culture and governance at firms reduces consumer harm
2.9 Moving to the SM&CR will improve the way financial services firms operate, with
specific people being personally responsible for considering consumers’ interests and treating them fairly.

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Transitioning FCA firms and individuals to the Senior Managers & Certification Regime
2.10 We want the Conduct Rules in CP17/25 to improve the way people behave in
financial services.
Market integrity
Improving culture and governance at firms
2.11 We want people in senior roles to be responsible for maintaining market integrity and
make sure they are they are accountable for this. Our Conduct Rules will apply to staff at all levels, which will help raise standards across the whole industry.
2.12 We also want the new requirements to help firms hire the right people as Senior
Managers, Non-Executive Directors and Certification Functions. Wider effects of this consultation
2.13 The new focus on accountability and conduct in senior management will make it
easier to spot and rectify misconduct at all levels, while improving the decisions that firms make. What we are doing
2.14 We will consider the feedback to this CP alongside the feedback received to CP17/25
(Individual Accountability: Extending the Senior Managers & Certification Regime to all FCA-regulated firms), CP17/26 (Extending the Senior Managers & Certification Regime to insurers) and CP17/41 – (Transitioning insurers and individuals to the Senior Managers & Certification Regime).
2.15 We will then make final rules for the regime and finalise how the transition to the
SM&CR will work.
2.16 The new rules will start when the Treasury sets the dates. For the purpose of our
draft rules that form part of this consultation, we have assumed that the rules will apply to insurers in late 2018 and solo-regulated firms in mid-to-late 2019. The actual commencement dates will be announced and set by the Treasury in due course.
2.17 Firms should also refer to our separate consultation paper – CP17/42 (The Duty of
Responsibility for insurers and solo-regulated firms), which explains the extension of the ‘duty of responsibility’ applying to Senior Managers. Related publications CP17/25 – Extending the Senior Managers & Certification Regime to all FCA firms CP17/26– Extending the Senior Managers & Certification Regime to insurers CP17/41 – Transitioning insurers and individuals to the Senior Managers & Certification Regime CP17/42 – The Duty of Responsibility for Insurers and solo-regulated firms

CP17/40
Chapter 2
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Equality and diversity considerations
2.18 We have considered the equality and diversity issues that may arise from the proposals
in this Consultation Paper.
2.19 Overall, we do not believe that our proposals result in direct discrimination for any
of the groups with protected characteristics; ie age, disability, sex, pregnancy and maternity, race, religion and belief, sexual orientation and gender reassignment.
2.20 Our assessment of the equality and diversity considerations for the main rules is set
out in CP17/25 and we will continue to consider the implications of the proposals during the consultation period. We welcome views on these issues.

CP17/40
Chapter 3
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime 3 Transitional arrangements Who should read this chapter? This chapter is relevant to all FCA solo-regulated firms currently subject to the Approved Persons Regime. It sets out the main provisions to achieve the move from the APR to the SM&CR. Our proposals for the transition of people who are already approved by us are set out in detail in chapters 4 and 5. Overview
3.1 The detail of the transitional arrangements for moving Approved Persons to the Senior
Managers Regime (SMR) are set out in this chapter and in chapters 4 and 5.
3.2 The draft rules and guidance in Appendices 1 to 3 assume that the Treasury will
provide a statutory instrument enabling the FCA to implement the proposals. Conversion
3.3 In CP17/25, we set out our intention for Approved Persons who will be performing
a corresponding Senior Management Function in a relevant firm to be eligible to be converted into that new function without needing to reapply.
3.4 This means that if someone is currently approved by us for their function, and the
equivalent role exists in the SMR, they do not need to apply for re-approval. For example; someone currently approved as a Director (CF1) will not need to re-apply for approval to take on an Executive Director (SMF3) function, as long as:
3 We intend to convert approved individuals at Core firms to new Senior Management Functions automatically. However, there is an exception where firms have a CF2 – Non-Executive Director performing the role of Chair. Read 4.5 for more information. – they continue to perform the function – for Enhanced firms, the conversion notifications are made on time
3.5 Chapters 4 and 5 set out our approach to converting existing, new and in-flight
approvals for Core, Limited Scope and Enhanced firms.
Notification deadline
3.6 The Treasury will announce when the new regime will start. We will subsequently
communicate the date by which all Enhanced firms, and – by exception3 – Core firms, will need to have submitted the appropriate conversion documentation to transition their relevant approved individuals into the new regime. Read Chapters 4 (for Core firms) and 5 (for Enhanced firms) for more information on the steps required.

CP17/40
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Transitioning FCA firms and individuals to the Senior Managers & Certification Regime
3.7 To maximise the transition period available to firms, we propose that the cut-off
date for Form K conversion notifications will be one week before the start of the new regime. After Commencement
3.8 Firms will be required to check the updated Financial Services Register after the start
of the new regime to ensure that they hold the correct approvals after automatic conversion has taken place. Certified staff
3.9 We plan to implement the rules for Certification gradually, so that firms can get used to
applying the new regime.
3.10 Once a year, firms will need to confirm that their certified staff are fit and proper for
their roles. They’ll have to do this even if the individuals were in these roles before the Certification Regime comes into force, or were approved by the FCA under the Approved Persons Regime (eg as a CF29 – Significant Management Function or CF30 – Customer Function). Some people who previously needed our approval will now fall under the Certification Regime instead.
3.11 The Treasury intends to commence the requirement for firms to certify relevant
employees as fit and proper for the first time 12 months after the start of the main SM&CR.
3.12 The Conduct Rules in COCON will apply to these employees from Commencement at
all firms.
3.13 This means that firms will need to know who all of their certified staff are on day one
of the regime. The employees must meet the Conduct Rules straight away, but firms will have 12 months to complete their fitness and propriety assessments and to get the certification paperwork in place. Firms will not be required to obtain regulatory references for existing employees who will be performing the same role after the start of the new regime. Other Conduct Rules staff
3.14 ‘Other Conduct Rules staff’ are those who are subject to the Conduct Rules in COCON
but who do not hold a Senior Management Function or a Certification Function.
3.15 We propose giving firms 12 months from Commencement to get ready to apply the
Conduct Rules to their Other Conduct Rules Staff – the same as we did in the Banking Regime – as we know that it may take firms longer to arrange the right staff training. This transitional provision applies to Core, Enhanced and Limited Scope firms. Q1: Do you have any comments on our proposed transitional arrangements?

CP17/40
Chapter 4
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime 4 Conversion – Core and Limited Scope Firms Who should read this chapter? This chapter is relevant to Core (including EEA and non-EEA branches) and Limited Scope FCA soloregulated firms and sets out our proposed approach to converting individuals from the Approved Persons regime to the new Senior Managers Regime. The Senior Managers Regime for Core and Limited Scope firms: conversion Converting existing approvals
4.1 This chapter gives the details of the conversion process and how it applies to
Core and Limited Scope firms. Information on how we will categorise firms is in
Chapter 1. Information on the forms referred to in this chapter can be found in
Chapter 6 but a summary can be found in Table 2 below.
Individuals at Core and Limited Scope firms will be automatically converted wherever possible, with no action required by firms. We recommend that firms consider whether any changes to their approvals are required ahead of Commencement. This will ensure that the move to the new regime is as smooth as possible.
Table 2: Summary of key forms referenced in this chapter
Form reference Purpose
Later in this chapter, we explain how firms can make changes to their approved individuals to prepare for the new regime, if they wish to do so. Most firms will not need to take any action as existing APR functions will be converted to new SM&CR functions. There are two versions of Forms A and E referred to in this chapter – the existing APR versions and the new SM&CR versions. The SM&CR forms will be available for submission before the start of the new regime and we will try to process them before Commencement, as long as they are submitted in good time, but approval of these applications can only be effective from the start of the new regime.4
Table 4 summarises the forms relevant in a variety of scenarios. 4.11 to 4.20 explain this in more detail.
Form A Application form used to apply for a new controlled function for an individual. Form C Application form used to cancel an individual approval. Form E Application form used to transfer an approved individual from one controlled function to another. Form K Used to notify conversion. Only relevant for Core and Limited Scope firms where a CF2 Non-Executive Director is going to perform the SMF9 – Chair function. 4 The statutory clock for these applications will technically start at the Commencement date, but we will try to process these before the start of the new regime as long as they are received in good time.

CP17/40
Chapter 4
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Conversion mapping for Core and Limited Scope firms In the legal instrument in Appendices 1 to 3, Core and Limited Scope firms are referred to as ‘nonnotifying’ firms.
4.2 Firms will not have to apply for re-approval for their approved individuals.
4.3 No extra checks are required either (for example, mandatory criminal records checks
and regulatory references). This is because firms already have to ensure that these individuals are, and continue to be, fit and proper.
4.4 Details for the conversion of people with existing APR approvals are in Table 3. The
first column shows existing controlled functions under the Approved Persons Regime. The second column shows the set of new Senior Management Functions into which a person performing the controlled function in column one will be eligible to be converted (‘mapped functions’). Exception – individuals to perform the SMF9 – Chair role
4.5 While we will automatically convert approvals according to the mapping proposed in
Table 3, there is one exception. We currently approve a firm’s non-executive Chair
under the generic CF2 – Non-Executive Director (NED) function. This means that we will not know whether an individual CF2 performs the Chair role, unless firms tell us.
4.6 We will therefore require firms with a non-executive Chair to submit a Form K, telling
us that they wish to convert an approved NED to the SMF9 – Chair function. Core firms will not be required to submit this individual’s Statement of Responsibilities to the FCA. If a Form K is not submitted for the Chair, the individual’s approval will lapse at the start of the new regime.
4.7 Read 4.9 to 4.10 for our proposed approach to executive Chairs. All other NEDs at Core
firms will no longer be approved by us. Such non-approved NEDs are still subject to certain extra requirements on top of the Conduct Rules.5 Statements of Responsibilities (SoRs) Every converted Senior Manager at a Core or Limited Scope firm must have a Statement of Responsibilities (SoR), even though they are not required to be submitted to the FCA at conversion. Firms must be prepared to provide a Senior Manager’s SoR to the FCA on request. 5 Refer to Chapter 4 of CP17/25 for these.

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Transitioning FCA firms and individuals to the Senior Managers & Certification Regime
Table 3: Proposed function mapping for Core and Limited Scope firms
Current controlled function Possible corresponding Senior Management Function(s) CF1 – Director SMF3 – Executive Director CF2 – Non-Executive Director6 SMF9 – Chair CF3 – Chief Executive SMF1 – Chief Executive SMF19 – Head of Third Country Branch CF4 – Partner SMF3 – Executive Director7 SMF27 – Partner CF5 – Director of Unincorporated Association SMF3 – Executive Director CF6 – Small Friendly Society Function SMF3 – Executive Director CF8 – Apportionment and Oversight Function SMF29 – Limited Scope8 CF10 – Compliance Oversight SMF16 – Compliance Oversight CF11 – Money Laundering Reporting Officer (MLRO) SMF17 – Money Laundering Reporting Officer (MLRO) CF29 – Significant Management Function9 SMF21 – EEA Branch Senior Management Function Q2: Do you have any comments on our proposed mapping of functions for Core and Limited Scope firms? Example: Automatic conversion for a Core or Limited Scope firm Someone performing the CF10 (Compliance Oversight function) for a Core firm will be eligible to be converted automatically into an SMF16 (Compliance Oversight function). 6 Non-Executive Directors at Core and Limited Scope firms who are not the firm’s Chair will no longer be approved by the FCA. 7 CF4 – Partner to SMF3 – Executive Director is only a valid conversion for EEA and non-EEA branches. 8 This function is only applicable to Limited Scope firms that have a CF8 – Apportionment and Oversight function. Core firms should not have this function under APR but if they do, it will lapse. Firms should move the individual to a mapped function if the individual is intended to perform an SMF. Refer to 4.15 for how to do this. 9 This mapping only applies for EEA Branches. Individuals holding CF29 at other Core firms will not be converted to a Senior Management Function unless approved for a mapped controlled function before Commencement.

CP17/40
Chapter 4
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Existing approved roles that fall away at SM&CR Commencement A number of existing functions at Core and Limited Scope firms will not be automatically converted at Commencement of the new regime. This is because these roles will no longer require approval by the FCA. However, some of these roles will fall into the Certification Regime. These functions are:

CF2 – Non-Executive Director (NED) (with the exception of an SMF9 – Chair, read 4.5 to 4.7)
CF10a – CASS Oversight Function
CF28 – Systems & Controls Function
CF29 – Significant Management Function (though this can be converted to the new EEA Branch
Manager Function for EEA Branches)
CF30 – Customer Function
Individuals performing these functions will not be converted to a new Senior Management Function unless they also hold an existing mapped function, apply for an additional mapped function using Form A, or the firm submits a Form E to transfer them to one of these functions (see paragraph 4.15). Example: A CF1 – Director becoming SMF1 – Chief Executive at Commencement This function does not directly correspond in Table 3, so the firm will need to submit a SM&CR Form A to apply for the individual to assume a corresponding function. This application must be approved before the regime starts so that the new approval can start from Commencement, and it is up to firms to submit the application in advance. People who want to carry out functions in the right hand column of Table 3 need to make sure that they are approved by us for the correct corresponding function in the left hand column if they want to be converted automatically. What to do if your current controlled function is not listed
4.8 Conversion only applies for the controlled functions and corresponding Senior
Management Functions listed in Table 3. For all other controlled functions, regulatory approval will no longer be required and existing approvals will lapse when the new regime begins. These people can become part of the Certification Regime.10 Core Firms – Executive Chairs This section only applies to Core firms with Executive Chairs. If your firm has a Non-Executive Chair please refer to paragraphs 4.5 to 4.7.
4.9 In certain sectors, there are firms with Executive Chairs in executive controlled
functions, such as a CF1 – Director.
4.10 Under the SM&CR, being an Executive Chair will mean holding an additional controlled
function. Where Core firms have an Executive Chair, we propose to automatically convert the executive controlled function (e.g. CF 1 – Director to SMF3 – Executive 10 There are more details on the Certification Regime in Chapter 5 of CP17/25.
Table 3: Proposed function mapping for Core and Limited Scope firms
Current controlled function Possible corresponding Senior Management Function(s) CF1 – Director SMF3 – Executive Director CF2 – Non-Executive Director6 SMF9 – Chair CF3 – Chief Executive SMF1 – Chief Executive SMF19 – Head of Third Country Branch CF4 – Partner SMF3 – Executive Director7 SMF27 – Partner CF5 – Director of Unincorporated Association SMF3 – Executive Director CF6 – Small Friendly Society Function SMF3 – Executive Director CF8 – Apportionment and Oversight Function SMF29 – Limited Scope8 CF10 – Compliance Oversight SMF16 – Compliance Oversight CF11 – Money Laundering Reporting Officer (MLRO) SMF17 – Money Laundering Reporting Officer (MLRO) CF29 – Significant Management Function9 SMF21 – EEA Branch Senior Management Function Q2: Do you have any comments on our proposed mapping of functions for Core and Limited Scope firms? Example: Automatic conversion for a Core or Limited Scope firm Someone performing the CF10 (Compliance Oversight function) for a Core firm will be eligible to be converted automatically into an SMF16 (Compliance Oversight function). 6 Non-Executive Directors at Core and Limited Scope firms who are not the firm’s Chair will no longer be approved by the FCA. 7 CF4 – Partner to SMF3 – Executive Director is only a valid conversion for EEA and non-EEA branches. 8 This function is only applicable to Limited Scope firms that have a CF8 – Apportionment and Oversight function. Core firms should not have this function under APR but if they do, it will lapse. Firms should move the individual to a mapped function if the individual is intended to perform an SMF. Refer to 4.15 for how to do this. 9 This mapping only applies for EEA Branches. Individuals holding CF29 at other Core firms will not be converted to a Senior Management Function unless approved for a mapped controlled function before Commencement.

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Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Director) and ask them to complete a Form A to apply for the additional SMF9 – Chair function. Q3: Do you have any comments on our approach to conversion for Core and Limited Scope firms? New and in-flight applications (including transfers of existing approved individuals) This section explains how we propose to deal with applications by Core and Limited Scope firms submitted near to Commencement. Firms may wish to refer to the summary table at the end of this chapter.
4.11 The Approved Persons Regime will continue to apply in full up until the start of the
new regime and we will therefore still deal with applications for these controlled functions right up until Commencement. We set out our approach for new and in‑flight applications below. Figure 3 shows different scenarios depending on how firms’ business models fit into the new regime. Summary Most Core firms will not need to take any action ahead of conversion, but where firms wish to change their approved individuals, the following principles apply:

the existing processes for individual applications continue to apply as usual, until the start of the new
regime
the SM&CR application forms will be available for submission before Commencement, but these
approvals will only be effective from the start of the new regime
an APR application submitted, but not determined before the start of the new regime, will be
converted to an application for the relevant Senior Management Function at Commencement. If you do not intend to apply for any new individual approvals, or make any changes to existing ones, then you can read ahead to paragraph 4.21.

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Figure 3: Core and Limited Scope firms: what do I need to submit?
The diagram provides a non-exhaustive summary of the most common scenarios explained in this section. Yes No No Yes Yes Are you an enhanced SM&CR fi rm? You are not a core or limited scope SM&CR fi rm – refer to Figure 5. Yes Are all of the Individuals wishing to perform senior management functions already approved in the relevant mappable functions? When would the individual(s) take up the role? Do you wish to convert all existing mappable approved persons to mapped SMFs? Does the fi rm have a NED Chair?2 No No Submit Form C1 , the remaining mappable individuals will be automatically converted Mappable individuals will be automatically converted unless a Form C is submitted Submit Form K to notify conversion of CF2 to SMF9, the remainder will be automatically converted unless a Form C is submitted Submit APR Form A. Individuals will then be automatically converted at Commencement3 Before Commencement under APR Submit SM&CR Form A and SoR After Commencement (SM&CR) ¹Where a function falls away at Commencement, firms do not need to submit a Form C – the individual’s approval will lapse at the Commencement date. ²If the firm has an Executive Chair read 4.9 to 4.10. ³If an individual is giving up an existing controlled function under the APR in order to take up a new APR function, a firm may use Form E to apply for this transfer. Read 4.15 for the scenarios in which this may be appropriate. Example: An individual holding the CF30 – Customer Function who will hold the SMF3 – Executive Director function after Commencement, but not before If the firm intends for the individual to retain their CF30 approval until Commencement, then an SM&CR Form A is required. The individual’s CF30 approval will lapse at the start of the new regime and, as long as the application is approved, the individual will hold the SMF3 function after Commencement. New approvals to be effective before Commencement
4.12 Applications for APR functions before Commencement must be submitted using
the APR version of Form A. If not approved ahead of Commencement, they will be converted to an application for the relevant Senior Management Functions once the regime has started. New approvals to be effective after Commencement
4.13 If a firm wants someone not currently approved for an equivalent role to perform
a mapped Senior Management Function after Commencement, they will need to use the new SM&CR Form A.
4.14 Firms should remember that applications submitted to take effect after
Commencement using the SM&CR versions of the forms have to meet the majority

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Transitioning FCA firms and individuals to the Senior Managers & Certification Regime of the SM&CR application requirements, even if submitted for approval prior to Commencement. These include conducting criminal records checks, but will not include regulatory references, as the rules requiring firms to provide these will only come into force at Commencement. Moving an existing approved individual into a Senior Management Function that does not map from their APR function
4.15 Firms have three options in these circumstances:

if the individual will perform the APR function until Commencement and both an
equivalent SMF and a new function after Commencement, the firm should apply for the new function using the SM&CR Form A. The new function will become effective upon approval of the Form A, or at the start of the new regime, whichever is later.
if the individual will perform the APR function until Commencement and also
take up a new mapped function before Commencement under the existing Approved Persons Regime, the firm should use the APR Form A to apply for the new function. Where the individual is intended to hold only the new function after Commencement (and their existing function is not one which lapses at the start of the new regime), then a Form C should be submitted to cancel the original approval.
if the individual will stop performing the existing un-mapped function and start
performing a new mapped function immediately upon approval, the firm should use an APR Form E to transfer the individual. The individual will then be converted to the appropriate SMF at Commencement. In-flight applications at Commencement We will continue to receive applications for new approvals under the current rules right up until Commencement (‘new applications’). We will not have made a decision on all applications when the new rules commence, so there will be a number of ‘in-flight’ applications, ie those that we have received before Commencement, but on which we have not made a decision by the start of the new regime.
4.16 We do not propose to apply the new criminal records checks and regulatory references
requirements for in-flight applications, ie where the old APR forms are used, the APR rules apply.
4.17 A firm may not know whether an application will be determined by the FCA prior
to Commencement. It will therefore not know whether the application will be subject to automatic conversion. In these circumstances, we propose to adopt the following approach:
if the application is not approved by the start of the new regime, we intend to
automatically convert the application where possible, meaning that an APR application in-flight at Commencement will be converted to be an application for the applicable SMF upon Commencement. In these circumstances, there will be no need for the firm to make a new application for the applicable Senior Management Function.

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request a Form K for CF2 – Non-Executive Director approvals for Core firms where
the individual is intended to be the SMF9 – Chair under the new regime. However, even in this scenario, there is no need for the firm to make a new application for the SMF9 role, if the application is not approved before Commencement. Q4: Do you agree with our approach to new and in-flight applications by Core and Limited Scope firms? Interim applications for roles which will not be approved under the proposed SM&CR
4.18 We plan to only approve Senior Managers, so several roles currently approved under
APR – including CF29 – Significant Management Function and CF30 – Customer Function – will move into the Certification Regime.
4.19 The Approved Persons Regime will apply until the new regime starts and we know that
we’ll get applications for these controlled functions until this date.
4.20 Firms may wish to plan their recruitment activities during the transitional period
accordingly. Any application that will not require approval under the SM&CR and that is not approved prior to the new regime will automatically lapse at the Commencement date. Firms should be clear that if people are actively performing controlled functions, then approval is still required, regardless of how close we are to Commencement. Summary table – which forms to submit
4.21 The table below summarises the forms required in different scenarios, and will help
Core and Limited Scope firms to work out which forms (if any) they need. It should not, however, be considered exhaustive.
Table 4: Core and Limited Scope Firms – Applicable forms in various scenarios
Scenario Action
Summary: Individuals at Core and Limited Scope firms will be automatically converted at Commencement. Other forms may be needed for additional applications, and where the firm has a CF2 – Non-Executive Director planning to hold the SMF9 – Chair function. The main scenarios are outlined below. Convert approved individuals to mapped Senior Management Functions. No action required An approved individual in a mapped function is not to be converted to the corresponding Senior Management Function (eg where they have resigned). Submit Form C for that individual A CF2 – Non-Executive Director is currently also acting as the Chair and wishes to continue in that role under the new regime. Submit Form K only for the individual to become the Chair.

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Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Scenario Action An approved individual is going to give up an existing controlled function that will lapse at the start of the new regime and take up a new convertible controlled function, with the intention that they will be converted to a relevant Senior Management Function. For example, an individual moving from the CF29 – Significant Management Function to the CF1 – Director function in order to hold the SMF3 – Executive Director function under the new regime. Submit the existing APR Form E. An approved individual is going to give up an existing controlled function that will lapse at the start of the new regime and take up a new Senior Management Function after Commencement. Submit the new SM&CR Form A Submit a Statement of Responsibilities Seeking approval for a new individual with immediate effect, so that they can be converted to a mapped Senior Management Function after Commencement. Submit the existing APR Form A Seeking approval for a new individual with effect after Commencement. Submit the SM&CR Form A Submit a Statement of Responsibilities An existing Executive Chair is currently approved to perform the CF1 – Director function and wishes to continue as Executive Chair under the new regime. Submit the SM&CR Form A for the new SMF9 – Chair function. The existing executive CF held will be automatically converted to a mapped SMF. Submit a Statement of Responsibilities Applying for a new individual to become Executive Chair at the start of the new regime. Submit the SM&CR Form A for the executive SMF function and SMF9 – Chair functions being applied for. Submit a Statement of Responsibilities Applicant firms
4.22 Some firms will apply for authorisation before the new regime starts, but it is likely they
will only need to submit Form A (application for approval) for their relevant individuals. Q5: Do you agree with our approach to Core and Limited Scope applicant firms?

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Transitioning FCA firms and individuals to the Senior Managers & Certification Regime 5 Conversion – Enhanced Firms Who should read this chapter? This chapter is relevant to Enhanced FCA solo-regulated firms. Core and Limited Scope firms should refer to Chapter 4. For more details on the proposed approach to new applications and applications in-flight at Commencement, refer to 5.23. In the legal instrument in Appendices 1 to 3, Enhanced firms are referred to as ‘notifying’ firms. The Senior Managers Regime: conversion Converting existing approvals
5.1 This chapter details the conversion process and how it will apply to Enhanced firms.
Check Chapter 1 for firm categorisation.
Enhanced firms will need to submit a Form K conversion notification, Statements of Responsibilities and a Responsibilities Map to convert existing approved individuals to new Senior Management Functions. Firms should submit an updated Form K where the information submitted changes. Failure to do so may mean problems converting the firm’s individuals.
5.2 Table 6 shows how we propose to convert people with existing approvals at Enhanced
firms. The first column shows existing controlled functions under the Approved Persons regime. The second column shows the new Senior Management Functions into which a person performing the controlled function in column one will be eligible to be converted (‘mapped functions’).
Figure 4: Enhanced firms: what do I need to submit?
APR
Submission of:
• Form K
(Conversion Notifi cation)
• Statements of
Responsibilities (SoRs)
• Responsibilities Map
SM&CR
Individuals at Enhanced fi rms will be converted from APR functions to Senior Management Functions subject to the submission of a conversion notifi cation and accompanying documentation.

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Table 5: Summary of key forms referenced in this chapter
Form reference Purpose
Later in this chapter we explain how firms can make changes to their approved individuals to prepare for the new regime, if they wish to do so. Firms that do not wish to make any changes will just need to submit Form K, SoRs and a Responsibilities Map for their existing APR functions to be converted to new SM&CR functions. There are two versions of Forms A and E referred to in this chapter – the existing APR versions and the new SM&CR versions. The SM&CR forms will be available for submission before the start of the new regime and we will try to process them before Commencement, as long as they are submitted in good time, but approval of these applications can only be effective from the start of the new regime.11
Table 4 summarises the forms relevant in a variety of scenarios and 5.14 to 5.29 explain this in more detail.
Form A Application form used to apply for a new controlled function for an individual. Form C Application form used to cancel an individual approval. Form E Application form used to transfer an approved individual from one controlled function to another. Form K Used to notify conversion of mapped individuals. Conversion mapping for Enhanced firms In the legal instrument in Appendices 1 to 3, Core and Limited Scope firms are referred to as ‘notifying’ firms.
5.3 Enhanced FCA solo-regulated firms will have to tell us who they want to assign to the
new Senior Management Functions, but they will not have to re-apply for approval if the proposed Senior Management Functions can be mapped directly from the Approved Persons Regime. This is the same approach we took when we implemented the SM&CR for banking firms.
5.4 There is no need for firms to do extra checks on these individuals when they are
converted. Firms are already required to ensure that these individuals are, and continue to be, fit and proper. Again, this is the same approach as we took for the Banking Regime.
5.5 Enhanced firms will need to submit:
11 The statutory clock for these applications will technically start at the Commencement date, but we will try to process these before the start of the new regime as long as they are received in good time.

Form K, detailing all of the approved persons to be converted to SMFs as at
Commencement
Statements of Responsibilities (SoRs) for all of the SMFs included in the Form K
a Responsibilities Map
Forms A and E for new or transferred individuals respectively (see Figure 5)

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Table 6: Proposed function mapping for Enhanced firms12
Current controlled function Possible corresponding Senior Management Function(s) CF1 – Director SMF2 – Chief Finance Officer SMF3 – Executive Director SMF4 – Chief Risk Officer SMF5 – Head of Internal Audit SMF7 – Group Entity Senior Manager SMF24 – Chief Operations CF2 – Non-Executive Director SMF9 – Chair SMF10 – Chair of the Risk Committee SMF11 – Chair of the Audit Committee SMF12 – Chair of the Remuneration Committee SMF13 – Chair of the Nomination Committee SMF14 – Senior Independent Director SMF7 – Group Entity Senior Manager CF3 – Chief Executive SMF1 – Chief Executive SMF2 – Chief Finance Officer SMF4 – Chief Risk Officer SMF5 – Head of Internal Audit CF4 – Partner SMF27 – Partner SMF2 – Chief Finance Officer SMF4 – Chief Risk Officer SMF5 – Head of Internal Audit CF5 – Director of Unincorporated Association SMF3 – Executive Director SMF2 – Chief Finance Officer SMF4 – Chief Risk Officer SMF5 – Head of Internal Audit SMF7 – Group Entity Senior Manager CF6 – Small Friendly Society Function SMF3 – Executive Director SMF2 – Chief Finance Officer SMF4 – Chief Risk Officer SMF5 – Head of Internal Audit SMF7 – Group Entity Senior Manager CF10 – Compliance Oversight SMF16 – Compliance Oversight SMF24 – Chief Operations 12 Firms should note that the CF30 – Customer Function will no longer be approved under the SM&CR and is therefore not available for conversion mapping. CF30s at Appointed Representatives will be unaffected by these proposed changes, as they remain subject to the APR.

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Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Current controlled function Possible corresponding Senior Management Function(s) CF10a – CASS Operational Oversight Function13 SMF18 – Other Overall Responsibility CF11 – Money Laundering Reporting Officer (MLRO) SMF17 – Money Laundering Reporting Officer (MLRO) CF28 – Systems and Controls Function SMF2 – Chief Finance Officer SMF4 – Chief Risk Officer SMF5 – Head of Internal Audit CF29 – Significant Management Function SMF18 – Other Overall Responsibility SMF24 – Chief Operations Dealing with functions that ‘roll up’ under the Approved Persons Regime
5.6 Under the APR, an individual holding a governing function (CFs 1-6) can perform the CF28
– Systems and Controls or the CF29 – Significant Management functions, without needing further FCA approval. This means that an individual may be performing more than one of those functions in Table 6 above, but only be approved for the governing function.
5.7 Where an individual holds a governing function and performs one or more of the
functions mapping from that governing function, the firm should select all of those relevant convertible functions in Form K.
5.8 Where this scenario occurs, firms must ensure that the correct Senior Management
Functions are selected, or the individual will not have the correct approvals at Commencement. Q6: Do you have any comments on our proposed mapping of functions for Enhanced firms? Enhanced Firms – Executive Chairs This section applies to Enhanced firms with Executive Chairs only.
5.9 Some firms have Executive Chairs and these people hold an executive controlled
function, usually as a CF1 – Director.
5.10 Under the SM&CR, being an Executive Chair will involve holding an additional controlled
function. We propose that these firms add this person to their Form K for the executive function (eg CF1 – Director to SMF3 – Executive Director) and submit an SM&CR Form A to apply for the additional SMF9 – Chair function. What to do if your current controlled function is not listed
5.11 Conversion only applies for the controlled functions and corresponding Senior
Management Functions listed above. For all other current controlled functions, regulatory approval will not be needed and existing approvals will lapse when the new regime begins. 13 If an Enhanced firm elects not to convert an individual performing a CF10a (CASS Oversight) function to SMF18 (Other Overall Responsibility) function, then this individual should be certified under the Certification Regime. The CASS prescribed responsibility should then be allocated to the Senior Manager to whom to the individual reports.

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Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Example: Conversion for an Enhanced firm An individual at an Enhanced firm currently approved as a CF1 – Director will be eligible to be converted on Commencement into the Chief Finance Officer function (SMF2), as long as Form K and accompanying documentation is submitted on time. Failure to submit a conversion notification
5.12 If an Enhanced firm doesn’t submit a conversion notification (Form K), it will be in
breach of regulatory requirements. APR approvals will lapse and they will not have any SMR approvals. This means that they will have no-one approved by us and will consequently be in breach of our rules. We will consider what further regulatory action needs to be taken if the firm is unable to rectify the breach, including possible enforcement action. This is consistent with our approach to the implementation of the Banking Regime.
5.13 Firms in this situation would have to re-apply for approval of individuals through the
full SM&CR application process, including mandatory criminal records checks and regulatory references. Q7: Do you have any comments on our approach to conversion for Enhanced firms? New and in-flight applications (including transfers of existing approved individuals) This section explains how we propose to deal with the various scenarios that may arise with applications submitted near to Commencement. Firms may wish to refer to the summary diagram in Figure 5 and the summary table at the end of this chapter.
5.14 The Approved Persons Regime will continue to apply in full up until Commencement
and we will therefore still deal with applications for the Approved Persons Regime right up until Commencement. We set out our approach for new and in-flight applications below. Figure 5 shows different scenarios that Enhanced firms may encounter, depending on how their business model fits to the new regime. Summary Where Enhanced firms wish to change their approved individuals, the following principles apply:

the existing processes for individual applications continue to apply as usual, until the start of the
new regime. Individuals approved under APR should be included on the firm’s Form K if they are to be converted
the SM&CR application forms will be available for submission before Commencement, but these
approvals will only be effective from the start of the new regime
an APR application submitted, but not determined before the start of the new regime, will be
converted to an application for the relevant Senior Management Function at Commencement, as long as it is included on the firm’s Form K If you do not intend to apply for any new individual approvals or make any changes to existing ones, then you can read ahead to paragraph 5.30.

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Figure 5: Enhanced firms: what you need to submit
The diagram provides a non-exhaustive summary of the most common scenarios explained in this section. Yes No Yes Does your fi rm meet one of the six thresholds outlined on p.44 of CP17/25? You are not an enhanced SM&CR fi rm – refer to Figure 3. No Are all of the Individuals wishing to perform senior management functions already approved in appropriate mappable functions? When would the individual(s) take up the role? Do you wish to convert all existing mappable approved persons to mapped SMFs? No Yes Submit Form K but exclude individuals not to be mapped, a Responsibilities Map and Individual Statements of Responsibilities (SoR) Submit Form K, a Responsibilities Map and Individual Statements of Responsibilities (SoR) Submit APR Form A and include individual(s) on Form K/SoR/ Responsibilities Map1 Before Commencement under APR Submit SM&CR Form A and SoR After Commencement (SM&CR) This decision tree should be used with the CF to SMF mapping table above. It shows firms which forms are required. We will include a cut-off date for notifications to be received in our SM&CR Policy Statement. Executive Chairs are not covered in this diagram. Please refer to paragraphs 5.9 and 5.10 for what you need to do here. ¹If an individual is giving up an existing controlled function under the APR in order to take up a new APR function, a firm may use Form E to apply for this transfer. Read 5.18 to 5.20 for the scenarios in which this may be appropriate. Approval for a new function to be effective after Commencement
5.15 Where a firm wants someone to perform a Senior Management Function after
Commencement (but not before) and they do not hold a mapped APR function, they will need to submit the new SM&CR Form A.
5.16 However, firms should note that applications submitted to take effect on or after
Commencement (using the SM&CR versions of the forms) come under the majority of the SM&CR application requirements, even if submitted before the start of the new regime. This includes criminal records checks but will not include regulatory references, as the rules requiring firms to provide these will only come into force at Commencement. Seeking approval for a new function to be effective before Commencement
5.17 If a firm applies for an individual to take up a function under APR, before
Commencement, and this function is intended to be converted to a new Senior Management Function, this needs to be submitted using the APR version of Form A and the individual should be included in the firm’s Form K. If not approved ahead of Commencement, the application for approval will be converted to an application for the mapped Senior Management Function upon Commencement. Moving an existing approved individual into a Senior Management Function that does not map from their APR function
5.18 Where an individual is proposed to give up an existing function that cannot be mapped
appropriately according to Table 6 above and take up a new mapped function before the start of the new regime, firms must submit a transfer application using APR Form

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Transitioning FCA firms and individuals to the Senior Managers & Certification Regime E and add the individual to their Form K. We will reject applications to map an individual to a non-mapped Senior Management Function using Form K alone.
5.19 If the individual will continue to hold their existing APR function until Commencement
and also take up the new mapped function prior to Commencement, then Form A should be used instead of Form E (read 5.17).
5.20 Form E submissions will be processed as follows:

we will endeavour to determine these applications before the new regime starts.
Form E applications submitted alongside Form K before the cut-off date should be submitted using the existing APR version of the form.
if a Form E application is submitted but is not approved by Commencement, the
application will be converted into an application for the new SMF at the start of the new regime. Moving a lapsing approved individual into a Senior Management Function role that starts after Commencement
5.21 Where an approved individual holding a function that lapses at Commencement
will perform a Senior Management Function after Commencement, the firm has two options:
If the individual will perform the existing function until Commencement and
a new function after Commencement, the firm should apply for the new role using the SM&CR Form A and submit a SoR. The existing function will lapse at Commencement and the new function become effective upon approval of the new Form A.
If the individual will perform the existing function until Commencement and also take
up a new mappable function before Commencement, the firm should use the APR Form A and include the individual on the submitted Form K.
5.22 The next section sets out the proposed approach to applications which have not been
approved by Commencement.
In-flight applications at Commencement
We will keep getting applications for new approvals under the current rules right up until Commencement (‘new applications’). We won’t have made a decision on all applications when the new rules commence, so there will be a number of ‘in-flight’ applications, ie those that we have received before Commencement, but on which we have not yet made a decision by the start of the new regime.
5.23 We don’t plan to apply the new criminal records checks and regulatory references
requirements for in-flight applications – where the old APR forms are used, the APR rules apply.
5.24 Firms might not know if we will have determined applications before the new regime
starts, which means not knowing if the application will be subject to conversion. A firm

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Transitioning FCA firms and individuals to the Senior Managers & Certification Regime that has applied under the APR for a convertible function should include details of that application and intended conversion in its Form K.
5.25 If the application is not approved before the start of the new regime, we propose to
convert the application, where possible, into an application for the corresponding Senior Management Function in accordance with the firm’s Form K. In this scenario, there is no need for the firm to make a new application for the relevant Senior Management Function.
5.26 For example, if a firm applies for approval for someone to perform the CF1 – Director
function, that application would be converted to an application for the SMF3 – Executive Director function if the application is not approved before the start of the new regime (as long as the application has been included in the firm’s Form K). Q8: Do you agree with our approach to new and in-flight applications by Enhanced firms? Interim applications for roles which will not be approved under the proposed SM&CR
5.27 In CP17/25, under the SM&CR, we said that we plan to only approve Senior Managers.
This means that a number of roles that are currently approved under APR will fall into the Certification Regime when the new regime starts (and will not require FCA approval). These are the CF10a – CASS Oversight Function, CF28 – Systems & Controls Function, CF29 – Significant Management Function and CF30 – Customer Function. This is the same approach that we took for banking firms.
5.28 The Approved Persons Regime will apply until the new regime starts and we know we’ll
get applications for these controlled functions until this date.
5.29 Firms may wish to plan their recruitment activities during the period between the
publication of final rules and Commencement accordingly. Any application for approval of a role that will not require approval under the SM&CR not approved prior to Commencement will automatically lapse at the Commencement date. Firms should be clear though that if people are actively performing controlled functions, then approval is required, regardless of how close we are to Commencement. Summary table – which forms to submit
5.30 The table below summarises the forms required in different scenarios, and will help
Enhanced firms to work out which forms (if any) they need. It should not, however, be considered exhaustive.

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Table 7: Enhanced Firms – Applicable forms in various scenarios
Scenario Action
Summary: Enhanced firms will need to submit a conversion notification (Form K), Statements of Responsibilities (SoR) for their proposed Senior Managers, and a Responsibilities Map. Other forms may be needed if they make additional applications. Possible scenarios are outlined below. Convert approved individuals to mapped Senior Management Functions. Form K – Conversion Notification Statements of Responsibilities Include the individual on the firm’s Responsibilities Map An approved individual in a mapped function is not to be converted to the corresponding Senior Management Function (eg where they have resigned) Do not include the individual on Form K – Conversion Notification or Responsibilities Map No SoR required If the individual leaves the role before the start of the new regime, then an APR Form C should be submitted An approved individual is going to give up an existing controlled function that will lapse at the start of the new regime and take up a new convertible controlled function, with the intention that they will be converted to a relevant Senior Management Function. For example, an individual moving from the CF29 –Significant Management Function to the CF1 – Director function in order to hold the SMF3 – Executive Director function under the new regime. Submit the existing APR Form E Include the individual on Form K Submit a Statement of Responsibilities Include the individual on the firm’s Responsibilities Map An approved individual is going to give up an existing controlled function that will lapse at the start of the new regime and take up a new Senior Management Function after Commencement.14 Submit the new SM&CR Form A Submit a Statement of Responsibilities Include the individual on the firm’s Responsibilities Map Seeking approval for a new individual with immediate effect, with the intention that they will be converted to a relevant Senior Management Function after Commencement. Submit the existing APR Form A Include the individual on Form K Submit a Statement of Responsibilities Include the individual on the firm’s Responsibilities Map Seeking approval for a new individual with effect after Commencement. Submit the SM&CR Form A Submit a Statement of Responsibilities Include the individual on the firm’s Responsibilities Map An existing Executive Chair is currently approved to perform the CF1 – Director function and wishes to continue as Executive Chair under the new regime. Submit the SM&CR Form A Include the individual on Form K for their existing function only, ie not for the SMF9 – Chair function Submit a Statement of Responsibilities Include the individual on the firm’s Responsibilities Map

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Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Scenario Action Applying for a new individual to become Executive Chair at the start of the new regime. Submit the SM&CR Form A for the executive SMF function and SMF9 – Chair functions being applied for Submit a Statement of Responsibilities Include the individual on the firm’s Responsibilities Map
5.31 Firms should submit a revised Form K where they wish to make changes to the
conversions proposed in their initial Form K. This may happen, for example, where the firm hires a new approved individual in a convertible role before the new regime starts or where a firm has submitted a Form C to cancel an individual’s approval since the submission of the firm’s first Form K. Applicant Firms
5.32 Some firms will apply for authorisation before the new regime starts, but it is likely they
will only need to submit Form A (application for approval) for their relevant staff.
5.33 If the firm is to be an Enhanced firm and if the application is submitted prior to
Commencement, it should also submit a Form K in line with the requirements for authorised Enhanced firms. Q9: Do you agree with our approach to Enhanced applicant firms? 14 Such an individual must have an existing approval after Commencement. If the individual was not converted at Commencement, then a new application (Form A) must be submitted.

CP17/40
Chapter 6
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime 6 Forms Who should read this chapter All FCA solo-regulated firms need to read this chapter. Some of it may be of interest to Appointed Representatives and to banking firms as it lists new and amended forms for conversion notifications and applications under the new regime. Copies of the forms are in Appendices 1 and 3. Introduction
6.1 This chapter sets out the new forms as well as updates to existing forms and explains
how they will be used. Please refer to figures 3 and 5 in chapters 4 and 5 to see which forms you need to complete. Simplification
6.2 The new and amended forms have been simplified and combined where possible to
make things easier for firms. They can be submitted via our Connect system.
6.3 A summary of the forms and their proposed use within the Senior Managers and
Certification Regime can be found in SUP 10C Annex 2G of the legal instrument that accompanied CP17/25. Changes to forms for Appointed Representatives
6.4 We have moved the APR application sections for Appointed Representatives into
these new versions to reduce the number of forms.
6.5 The existing APR forms will no longer be valid when the new regime starts. We will not
be able to accept them and firms will need to use the new forms instead. New forms for solo-regulated firms
6.6 There will be new versions of forms for solo-regulated firms, reflecting the new
statutory and regulatory requirements of the Senior Managers and Certification Regime. These forms and the relevant significant changes are set out in the
table below.

CP17/40
Chapter 6
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime
Table 8: List of amended/amalgamated forms for FCA solo-regulated firms
Form Name Affected Firms Purpose/Changes
Form A (Long) – Application to perform controlled functions including Senior Management Functions All An application for an individual to perform a specified Senior Management Function (or, for Appointed Representatives only, controlled function) at the firm(s). Changes: consolidation of multiple APR forms into a single SM&CR Form A for solo-regulated firms. Addition of a new section for ARs to reflect the differing regimes. Form A (Short)15 – Application to perform controlled functions including Senior Management Functions All An application for an individual to perform a specified Senior Management Function (or, for Appointed Representatives only, controlled function) at the firm(s). Changes: consolidation of multiple APR forms into a single SM&CR Form A for solo-regulated firms. Addition of a new section for ARs to reflect the differing regimes. Form D – Changes to personal information/ application details and conduct breaches/disciplinary action related to conduct All Used to notify the FCA of Conduct Rule breaches by Senior Managers, disciplinary action taken against Senior Managers and changes to personal information. Changes: Changes to language to reflect the extension of the SM&CR to soloregulated firms. Form E – Internal transfer of a person performing a controlled function for solo-regulated firms All An application for an individual to change the approved function being performed. See Chapter 4 for more information. Changes: Minor consequential text changes (eg replacing APR with SM&CR). Addition of a new section for ARs to reflect the differing regimes. Form I – Application for the Variation of a Conditional Approval for the performance of a Senior Management Function All An application for changes to the conditions associated with a conditional approval to perform a Senior Management Function. Changes: Changes to language to reflect the extension of the SM&CR to soloregulated firms. 15 A ‘short’ Form A can generally be used where:
a) a currently approved individual is applying for an additional controlled function at the same firm b) an individual has stopped holding a controlled function at one firm and now needs approval to perform a controlled function at another firm within six months c) an individual is applying to hold a controlled function and is already approved for a corresponding controlled function in the same group of functions (ie governing and/or required functions).

CP17/40
Chapter 6
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Form Name Affected Firms Purpose/Changes Form J – Notification of Significant Changes in Responsibilities of a Senior Management Function Manager All A notification submitted to inform the FCA of significant changes to a Senior Manager’s Statement of Responsibilities. Changes: Changes to language to reflect the extension of the SM&CR to soloregulated firms. Form K – Conversion Notification Form – FCA solo-regulated firms Enhanced, Core on an exceptions basis16 An application to convert the firm’s approved individuals from the Approved Persons regime to new functions under the SM&CR. This can also be used to submit updates to a previous Form K. Changes: A new version of Form K to facilitate the transfer of individuals from the APR to the SM&CR. REP008 – Notification of Conduct Rule Breaches and Disciplinary Action All Used to notify the FCA of Conduct Rule breaches by Certification and Conduct Rules Staff (but not SMFs), or to submit a nil return. See 6.12 for more details. Changes: Changes to language and explanatory text. Addition of a question asking which Significant Harm Function is held where a breach by a certified staff member is being reported. Addition of a field requesting information on the Conduct Rule that was breached. Statement of Responsibilities for solo‑regulated SMCR firms All A firm must use this template to create a Senior Manager’s Statement of Responsibilities. At approval it should be attached to a Form A, Form E or Form K submission. A firm must also use this template when preparing an updated SoR and it should be attached to a Form I (application for the variation of a conditional approval) or Form J (notification of a significant change to a SoR) application. Changes: Changes to language to reflect the extension of the SM&CR to soloregulated firms.
6.7 We have also made minor changes to forms B and C17, which are effective from the
start of the extended SM&CR for insurers. This means that they will be in force before the start of the new regime and can be used while the APR is still in force. 16 Please refer to Chapters 4 and 5 for more information on Form K and Statements of Responsibilities. Enhanced firms will be required to submit a Form K setting out the allocation of Senior Management Functions proposed at Commencement. A Core firm may need to submit a Form K where they wish to allocate a CF2 – Non-Executive Director to the SMF9 – Chair role. 17 Form B is used to notify the FCA of the intention to withdraw an application for an individual to perform a controlled function, while Form C is used to notify the FCA that an individual has ceased to perform a controlled function.

CP17/40
Chapter 6
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Q10: Do you have any comments on our proposed changes to forms? Amendments to Fitness and Propriety Questions
6.8 The FCA and PRA have worked together to revise the Fitness and Propriety questions
that are repeated in several solo and dual-regulated forms.
6.9 These amendments include changes to the Civil Proceedings, Regulatory Matters
and Business and Employment Matters sections. This will improve clarity and reduce the range of questions to strike the correct balance between the information the FCA needs and proportionate requirements for firms. There is a summary of the changes below.
Table 9: List of proposed amendments to Fitness and Propriety questions
Form Section Specific
Reference
Explanation of Change
Civil Proceedings 5.02.3(c) This question asks whether the candidate is aware of any potential or current proceedings that may lead to a County Court Judgment (CCJ) or judgment debt against them. We propose to delete (c) and the reference to claims over £1000. Civil Proceedings 5.02.8 We plan to add text to include whether the candidate has ever been found by a judge or tribunal to have lied under oath and/or that their evidence was to be disbelieved. Civil Proceedings 5.02.10 We propose to add a 10 year time limit to the period in which an individual has to declare if a firm in which the individual has held a position of influence has been:

adjudged by a court to be civilly liable for
any fraud, malfeasance, wrongful trading or other misconduct
the subject of a judgement debt or award
against the firm
party to any other civil proceedings which
resulted in an order against the firm other than above.
Business and Employment Matters 5.03.4 We propose to add a new question asking whether the candidate has ever participated in arbitration proceedings. Q11: Do you have any feedback on our proposed amendments to the Fitness & Propriety questions?

CP17/40
Chapter 6
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Changes to ‘Application for Authorisation’ and Variation of Permission Forms
6.10 We have updated all of the ‘Application for Authorisation’ and Variation of
Permission forms.
6.11 These changes include the removal of some obsolete sections previously used for
the calculation of regulatory fees, eg reference to the number of CF30s at a firm. These technical changes do not affect how we calculate fees or levies and are purely administrative. REP008– Notification of Conduct Rule Breaches
6.12 In CP17/25, we proposed the application of Conduct Rules breach notification and
reporting requirements to firms in scope of the extended SM&CR. The rules and guidance associated with these proposals are in SUP 15.11 of the legal instrument for that consultation paper.
6.13 REP008 (submitted using GABRIEL) is currently used by most firms subject to the
Banking Regime to notify the FCA and PRA where they have taken disciplinary action because of a breach of the Conduct Rules by certified staff and other Conduct Rules staff, but not SMFs. This must be submitted annually in October, for the year 1 September to 31 August.
6.14 We plan to extend the use of this form to all solo-regulated firms and are proposing
consequential changes to reflect this extension.
REP008 is submitted on GABRIEL and is used to notify breaches of the Conduct Rules and disciplinary action taken against certified staff and Conduct Rules staff.
6.15 Conduct Rules breaches and disciplinary action relating to SMF holders should not be
reported via this form. Form D (Changes to personal information/ application details and conduct breaches/disciplinary action related to conduct) should be used instead. Where a Conduct Rules breach results in dismissal, the firm may use Form C and will not need to submit Form D as well. Application of REP008 and the Late Returns Fee
6.16 We also want firms to confirm that their staff have not breached any Conduct Rules.
The submission of a confirmation (in the form of a nil return) will be made as easy as possible on GABRIEL and provides certainty about whether a firm has any breaches to report. We can then assess how effective the regime is and spot trends in misconduct across the industry.
6.17 The FCA incurs costs when firms do not submit REP008. These are associated with
chasing submission of this information. Because of this, we propose to apply the Late Returns Fee (SUP 16.3.14R of our Handbook) when this form is late or not submitted. This aligns the return with the remainder of our regulatory reporting requirements, to which this rule already applies.

CP17/40
Chapter 6
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime
6.18 Both of these changes will also apply to firms subject to the Banking Regime but will
not apply to Credit Unions, which can submit Conduct Rules Breaches using Form H. Q12: Do you have any comments on our proposal to extend the use of REP008 to all SM&CR firms? Q13: Do you have any comments on our proposal to require a nil return to be submitted where no Conduct Rules breaches have occurred, and to apply the late returns fee to late or non-submitters of REP008?

CP17/40
Chapter 7
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime 7 Consequentials Who should read this chapter This chapter sets out consequential amendments to the FCA Handbook. It is relevant to all FCA solo‑regulated firms and Appointed Representatives but does not require any additional action by firms. Introduction
7.1 The FCA has considered additional amendments to existing rules and guidance
because of the Bank of England and Financial Services Act 2016 and the proposals set out in CP17/25.
7.2 These are minor and technical amendments, but they clarify the application of certain
rules and guidance to firms, and ensure that rules and guidance for non-relevant firms are also appropriately amended.
7.3 Consequential changes to forms are set out in the previous chapter.
Summary of consequential amendments
Maintaining SUP 10A and APER for Appointed Representatives
7.4 The Bank of England and Financial Services Act 2016 does not give us the power to
extend the SM&CR to ARs. Because of this, our consequential amendments reflect the retention of SUP 10A and elements of APER.
7.5 The relevant Governing Functions and Customer Function (CF30) will be retained for
Appointed Representatives. For all other firms, APER will no longer apply and will be replaced by the requirements in COCON and SUP 10C.
7.6 When designing the new forms for the SM&CR, we combined the Appointed
Representatives application forms with the new SM&CR versions of the forms. The existing APR versions of the forms will be invalid when the new regime starts.
7.7 We have also added, in SUP 10C Annex 1, some extra text to clarify the status of
limited permission consumer credit firms that are also ARs.
7.8 Principal firms remain responsible for the oversight and conduct of their Appointed
Representatives and come under the SM&CR.

CP17/40
Chapter 7
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Limited Permission Consumer Credit firms that are also ARs Limited permission consumer credit firms that are also ARs for other business are authorised firms and therefore subject to the SM&CR. These firms have a particular status – they are authorised and exempt at the same time. What this means is that these firms will be part of the Limited Scope regime but their employees who are also approved as extra governing functions due to their AR business will also be converted to the relevant SMF. This avoids the firm being subject to both the SM&CR and APR. Amendments to the Glossary
7.9 We have proposed a number of amendments to the Glossary:

updates to Handbook references
clarifying existing definitions
adjustments the titles of some Senior Management Functions (refer to 7.11 for
some examples)
deletions definitions which are no longer needed
The extension of the SM&CR to solo-regulated firms
7.10 We have proposed amendments to SUP 10C that reflect the extension of the
SM&CR to FCA solo-regulated firms. These include replacing references to ‘relevant authorised persons’ with ‘SMCR firm’. Gender-neutral language
7.11 With the PRA, we plan to introduce gender-neutral language to the titles of the SM&CR
functions. This will affect roles that include the word ‘Chairman’, which we propose to amend to ‘Chair’. Specifically, the relevant roles are:
SMF9 – Chair of the Governing Body
SMF10 – Chair of the Risk Committee
SMF11 – Chair of the Audit Committee
SMF12 – Chair of the Remuneration Committee
SMF13 – Chair of the Nominations Committee
Amendments to the Enforcement Guide (EG) and Decision Procedure and Penalties Manual (DEPP)
7.12 The legal instrument that goes with this consultation paper contains changes to the
Enforcement Guide (EG) and the Decision Procedure and Penalties Manual (DEPP). These changes largely reflect amendments to the Glossary.

CP17/40
Chapter 7
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Extra guidance on SMF24 – Chief Operations function
7.13 We have proposed extra guidance for SUP 10C to clarify our expectations of the areas
of responsibility that we would expect to be relevant to the SMF24 – Chief Operations function. This guidance more closely aligns the role with the current SMF24 for banks and insurers, and includes responsibility for areas such as:

Business continuity
Cybersecurity
Information technology
Internal operations
Operational continuity, resilience and strategy
Outsourcing, procurement and vendor management
Shared services
7.14 We have also included these areas in the table in Annex 1 in SYSC 25 of the legal
instrument, which gives examples of the business activities and functions that a firm can use to help it prepare its Management Responsibilities Map. It can also be used to help a firm to allocate responsibilities under the overall responsibility rules in chapter 26 of SYSC. Q14: Do you have any comments on our proposed consequential amendments? Notes for reading the Legal Instrument
7.15 Readers will find three documents in these appendices:
A first draft instrument that sets out the rules and Handbook forms for conversion,
transitional provisions, consequential amendments to the Handbook and amendments to the text consulted on in CP17/25 in July. The dates should be considered placeholders until we confirm them in our Policy Statement next year
A second draft instrument, that shows how the July draft instrument will be adjusted
to provide for the staggered Commencement dates being proposed in this CP. Where we propose a permanent amendment to the July instrument, we have only included this in the first draft instrument referred to above
A schedule of other forms which are being amended as a result of the
extended SM&CR

CP17/40
Chapter 7
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Changes to the text of the legal instrument in CP17/25
7.16 We have made a small number of additional permanent changes to the legal
instrument that accompanied CP17/25. These are set out in the first draft instrument accompanying this CP and include:

amendments dealing with consumer credit firms with a limited permission
(read paragraph 7.7)
clarification of which Senior Management Functions apply to Limited Scope firms.

CP17/40
Chapter 8
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime 8 Changes affecting Banking Firms Who should read this chapter This chapter affects Banks, Building Societies, Credit Unions and PRA-designated Investment Firms (‘banking firms’). Changes for Insurers are in CP17/41. New Prescribed Responsibility for Conduct Rules
8.1 This section sets out how, and when, we will implement the new Prescribed
Responsibility for training staff in the Conduct Rules, as explained in chapters 4 and 10 of CP17/25.
8.2 The new Prescribed Responsibility means firms have to allocate responsibility to
a Senior Manager, who must ensure that the firm meets its obligations under the Conduct Rules. More specifically, these include the requirement to ensure that relevant staff are trained on the Conduct Rules. Staff must understand how the Conduct Rules apply to their role, and the Senior Manager must ensure that the notification and reporting requirements are met. Implementation for banking firms
8.3 This Prescribed Responsibility applies to all firms under the proposed extension of
the SM&CR. We also propose to implement this new requirement for banking firms before the Commencement of the extended SM&CR. This is because the change is incremental – the wider regime, including the Conduct Rules requirements, is already in place for these firms. The relevant legal text dealing with the implementation of this Prescribed Responsibility can be found in the second draft instrument accompanying this CP (read paragraph 7.16).
8.4 The allocation of the additional Prescribed Responsibility will require the amendment
of existing Statements of Responsibilities. We plan to achieve this using Form J – ‘Significant changes to an approved person’s responsibilities’, through the existing channels. Firms should also update their Responsibilities Maps. The new Prescribed Responsibility requires firms to allocate responsibility for ‘performance by the firm of its obligations in respect of notifications and training of the Conduct Rules.’ Q15: Do you agree with our proposal to implement the new Conduct Rules prescribed responsibility for firms subject to the Banking Regime ahead of the Commencement of the extended SM&CR?

CP17/40
Chapter 8
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Application of the Late Returns Fee for REP008
8.5 If firms do not submit REP008, we incur costs associated with chasing submission
of this information. For this reason we propose to apply the Late Returns Fee (SUP 16.3.14R of our Handbook) to all firms where this form is submitted late or not submitted. This aligns the return with the remainder of our regulatory reporting requirements, to which this rule already applies. This fee will not apply to Credit Unions. Q16: Do you have any comments on our proposal to apply the late returns fee to late or non-submitters of REP008?

CP17/40
Annex 1
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime
Annex 1
Questions in this paper
Q1: Do you have any comments on our proposed transitional arrangements? Q2: Do you have any comments on our proposed mapping of functions for Core and Limited Scope firms? Q3: Do you have any comments on our approach to conversion for Core and Limited Scope firms? Q4: Do you agree with our approach to new and in-flight applications by Core and Limited Scope firms? Q5: Do you agree with our approach to Core and Limited Scope applicant firms? Q6: Do you have any comments on our proposed mapping of functions for Enhanced firms? Q7: Do you have any comments on our approach to conversion for Enhanced firms? Q8: Do you agree with our approach to new and in-flight applications by Enhanced firms? Q9: Do you agree with our approach to Enhanced applicant firms? Q10: Do you have any comments on our proposed changes to forms? Q11: Do you have any feedback on our proposed amendments to the Fitness & Propriety questions? Q12: Do you have any comments on our proposal to extend the use of REP008 to all SM&CR firms? Q13: Do you have any comments on our proposal to require a nil return to be submitted where no Conduct Rules breaches have occurred, and to apply the late returns fee to late or non-submitters of REP008? Q14: Do you have any comments on our proposed consequential amendments?

CP17/40
Annex 1
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime Q15: Do you agree with our proposal to implement the new Conduct Rules prescribed responsibility for firms subject to the Banking Regime ahead of the Commencement of the extended SM&CR? Q16: Do you have any comments on our proposal to apply the late returns fee to late or non-submitters of REP008?

CP17/40
Annex 2
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime
Annex 2
Cost benefit analysis
Introduction

FSMA, as amended by the Financial Services Act 2012, requires us to publish a cost
benefit analysis (CBA) of our proposed rules. Specifically, section 138I requires us to publish a CBA of proposed rules. This is defined as ‘an analysis of the costs, together with an analysis of the benefits that will arise if the proposed rules are made’.
The changes to rules and guidance that we have proposed in this paper cover how
we will transition people from the Approved Persons Regime to the proposed Senior Managers & Certification Regime set out in CP17/25.
In CP17/25, we proposed a proportionate three-tier regime, categorising firms as
Limited Scope, Core or Enhanced. See Chapter 4 for more on categorisation. Assessment Limited Scope and Core firms
We think our proposed approach to moving Limited Scope and Core firms from APR to
the SM&CR incurs costs of minimal significance. This is because firms will not have to contact the FCA directly to convert individuals. If exceptions are involved, this might be different -see chapters 4 and 5.
If firms do need to submit conversion documentation, we do not believe that the
associated costs over and above those incurred for the main proposals are likely to be material. Enhanced firms
Any costs incurred by Enhanced firms will be for completing and submitting the
documents required under our proposals in CP17/25. These were explained in the CBA18 that accompanied that CP. Additional costs over and above those previously assessed (captured in the one-off costs in the CBA) are also likely to be of minimal significance. Conclusion
For the reasons above, we consider that the costs incurred in implementing these
proposals do not affect the estimates of costs and benefits in the CBA published in July and we do not therefore need to adjust that CBA. 18 www.fca.org.uk/publication/research/cba-extension-senior-managers-certification-regime.pdf

CP17/40
Annex 3
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime
Annex 3
Compatibility statement
Compliance with legal requirements

This Annex records the FCA’s compliance with the legal requirements for the proposals
in this consultation, including an explanation of why we think that our proposals in this consultation are compatible with requirements under the Financial Services and Markets Act 2000 (FSMA).
When consulting on new rules, we are required by section 138I(2)(d) FSMA to include an
explanation of why we believe the rules are (a) compatible with our general duty, under s. 1B(1) FSMA, so far as reasonably possible, to act in a way which is compatible with our strategic objective and advances one or more of our operational objectives, and (b) our general duty under s. 1B(5)(a) FSMA to have regard to the regulatory principles in s. 3B FSMA. We are also required by s. 138K(2) FSMA to give our opinion on whether the proposed rules will have a significantly different impact on mutual societies, compared with other authorised persons.
This Annex also sets out the FCA’s view of how the proposed rules are compatible with
the duty on the FCA to discharge its general functions (which include rule-making) in a way which promotes effective competition in the interests of consumers (s. 1B(4)). This duty applies in so far as promoting competition is compatible with advancing the FCA’s consumer protection and/or integrity objectives.
See section 2.18 for an assessment of the equality and diversion implications of
these proposals.
We have considered the recommendations made by the Treasury under s. 1JA FSMA
about aspects of the economic policy of Her Majesty’s Government to which we should have regard in connection with our general duties, and this Annex explains how we have done this.
The FCA, under the Legislative and Regulatory Reform Act 2006 (LRRA) is required
to consider a number of high-level ‘Principles’ when exercising some of our regulatory functions and to have regard to a ‘Regulators’ Code’ when determining general policies and principles and giving general guidance (but not when exercising other legislative functions like making rules). This Annex sets out how we have complied with the regulatory requirements under the LRRA. The FCA’s objectives and regulatory principles: Compatibility statement
The proposals in this consultation support the move to the Senior Managers
& Certification Regime and will advance our operational objective of securing an appropriate degree of protection for consumers and ensuring market integrity.

CP17/40
Annex 3
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime They are also relevant to our operational objective of ensuring that markets function well. They will help clarify the lines of responsibility at the top of firms and help regulators hold people in such firms to account. This will, over time, reduce harm and instil a culture of personal accountability across financial services.
8. When preparing the proposals, the FCA has considered the regulatory principles set
out in s. 3B FSMA.
The need to use our resources in the most efficient and economic way
9. Our proposals are designed to be as proportionate as possible and most firms will need
to take no action in order to be transitioned to the SM&CR. This means that our active engagement will be focused on a smaller number of firms, ensuring that we use our resources in the most efficient way possible. The principle that a burden or restriction should be proportionate to the benefits
10. Our proposals seek to transition firms and individuals to the new regime as efficiently
as possible. The automatic conversion of the majority of individuals at Core and Limited Scope firms keeps the burden on firms to a minimum. We therefore believe that the proposals in this Consultation Paper are proportionate to the benefits. The desirability of sustainable growth in the UK economy in the medium or long term
11. These proposals support the proposals made in CP17/25, which are intended to have
a positive impact on firms’ behaviour and culture, creating greater sustainability of any market growth. The general principle that consumers should take responsibility for their decisions
12. The proposals concern the practicalities of moving to the extended regime proposed
in CPs 17/25. Consumers do not have any influence over this.
The responsibilities of senior management
13. One of the main objectives of the proposals in CP17/25 was to make sure that
Senior Managers understand their responsibilities and can be held to account for the performance of those responsibilities. These proposals provide for the transition to the new regime and therefore support the move to increased senior management responsibility. The desirability of recognising differences in the nature and objectives of business carried out by different persons, including mutual societies and other kinds of business organisations
14. We believe our proposals do not undermine this principle and in applying them
proportionally we believe that we have recognised the variety of firms affected. In considering applying the SM&CR to all firms, we have looked at the impact on smaller firms and those with limited permissions. Because of this we propose to automatically convert most approved individuals at Core and Limited Scope firms. The rules apply equally to mutual societies. The desirability of publishing information relating to persons subject to requirements imposed under FSMA, or requiring them to publish information
15. We will monitor compliance with the rules. We can do this from the information
that firms give us (e.g. under existing requirements in SUP 15, Principle 11 or the new obligation to inform the regulators about disciplinary action arising out of breaches) or by a supervisory visit (e.g. the operation of the Certification Regime).

CP17/40
Annex 3
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime We do not plan to change our current policy of not publishing this information, but will consider each firm’s circumstances on a case by case basis, or as part of any enforcement investigation. The principle that we should exercise our functions as transparently as possible
16. During the pre-consultation stage, we spoke to stakeholders about our proposals and
we will carry on speaking to them to get industry and consumer feedback during the consultation process. Duty to have regard to the importance of taking action intended to minimise the extent to which business may be used for financial crime
17. It is very important to minimise the extent to which it is possible for a business
carried on (i) by an authorised person or a recognised investment exchange; or (ii) in contravention of the general prohibition, to be used for a purpose connected with financial crime (as required by s. 1B(5)(b) FSMA). Our proposals address the risk of financial crime through transitioning the existing CF 11-MLRO function to the new SMF17-MLRO. Expected effect on mutual societies
18. We do not think that our proposals will affect mutual societies more than other firms.
Compatibility with the duty to promote effective competition in the interests of consumers
19. The proposals in this CP do not directly impact on competition in the interests
of consumers.
Equality and diversity
20. We are required under the Equality Act 2010 to ‘have due regard’ to the need to
eliminate discrimination and to promote equality of opportunity in carrying out our policies, services and functions. We conduct an equality impact assessment to consider the equality and diversity implications of any new policy proposals.
21. The outcome of the assessment in this case is stated in paragraphs 2.17 to 2.19 of the
Consultation Paper.
Legislative and Regulatory Reform Act 2006 (LRRA)
22. We have considered the principles in the LRRA for the proposals that consist of general
policies, principles or guidance and think that they will help firms understand and meet the regulatory requirements associated with the SM&CR more easily, leading to better outcomes for consumers and market integrity. We also believe the proposals are proportionate and take account of the variety of firms covered.

CP17/40
Annex 3
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime
23. We have had considered the Regulators’ Code for the parts of the proposals that
consist of general policies, principles or guidance and believe that the proposals are proportionate and give effect to the proposals set out in CP17/25 without creating an unnecessary burden on firms or adversely affecting competition. Treasury recommendations about economic policy
24. These are the most relevant Treasury recommendations to our proposals:

the government’s economic policy – “continuing to strengthen the financial system,
improving the regulatory framework to reduce risks to the taxpayer and building resilience, so that it can provide finance and financial services to the real economy and realise better outcomes for consumers, supporting sustainable economic growth and encouraging productive investment.”
aspects of the government’s economic policy that relate to Growth, Better outcome
for consumers and Competition.

One of our main aims is to make sure that Senior Managers are clear about
their responsibilities and are held accountable for their performance of these responsibilities. There are also specific conduct standards that will apply to Senior Managers and financial services staff. Our proposals aim to raise conduct standards and improve culture, with a positive impact on the financial system overall.
We believe that our proposals do not undermine the Treasury’s Competition
recommendations. We have looked at the risk of weakening competitive pressure, putting smaller firms and potential new entrants at a disadvantage and specifically tailored our proposals to reflect how business models differ between firms.

CP17/40
Annex 4
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime
Annex 4
Abbreviations in this document used in this paper AIF Alternative Investment Fund APER Statements of Principle and Code of Practice for Approved Persons (Handbook) APR Approved Persons Regime AR Appointed Representative Banking firms Banks, Building Societies, Credit Unions and PRA-Designated Investment Firms CBA Cost Benefit Analysis COCON Conduct Rules (Handbook) CP Consultation Paper DEPP Decision Procedure and Penalties Manual (Handbook) EEA European Economic Area EG Enforcement Guide (Handbook) EU European Union FCA Financial Conduct Authority FIT The Fit and Proper Test for Approved Persons (Handbook) FSMA Financial Services and Markets Act 2000 MLRO Money Laundering Reporting Officer NED Non-Executive Director PCBS Parliamentary Commission on Banking Standards PRA Prudential Regulation Authority SM&CR Senior Managers and Certification Regime SMF Senior Management Function

CP17/40
Annex 4
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime SMR Senior Managers Regime SoR Statement of Responsibilities SUP Supervision Manual (Handbook) Disclaimer We have developed the policy in this Consultation Paper in the context of the existing UK and EU regulatory framework. The Government has made clear that it will continue to implement and apply EU law until the UK has left the EU. We will keep the proposals under review to assess whether any amendments may be required in the event of changes in the UK regulatory framework in the future. We make all responses to formal consultation available for public inspection unless the respondent requests otherwise. We will not regard a standard confidentiality statement in an email message as a request for non‑disclosure. Despite this, we may be asked to disclose a confidential response under the Freedom of Information Act 2000. We may consult you if we receive such a request. Any decision we make not to disclose the response is reviewable by the Information Commissioner and the Information Rights Tribunal. You can download this Consultation Paper from our website: www.fca.org.uk. All our publications are available to download from www.fca.org.uk. If you would like to receive this paper in an alternative format, please call 020 706 0790 or email: publications_graphics@fca.org. uk or write to: Editorial and Digital team, Financial Conduct Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS

CP17/40
Appendix 1
Financial Conduct Authority
Transitioning FCA firms and individuals to the Senior Managers & Certification Regime
Appendix 1
Main Legal Instrument

FCA 2018/XX
[Editor’s note: This draft instrument (the Main Instrument) is one of two versions of the draft instrument included in this consultation. The other (the Restatement Instrument) shows how we propose to change the draft instrument included in CP17/25 and 17/26 to implement the different commencement dates described in this Consultation Paper. The purpose of this draft instrument is to show how we propose to:
(a) amend parts of the Handbook not amended by the draft instrument included in CP17/25 and 17/26; (b) provide transitional measures for the move from the approved persons regime to the SMCR; (c) amend draft Handbook text in the draft instrument included in CP17/25 and 17/26 as adjusted in the draft Restatement Instrument included in this CP (which shows how the text proposed in the instrument included in CP17/25 and 17/26 will be commenced); and (d) amend the Glossary contained in the draft instrument included in CP 17/25 and 17/26 to implement the different commencement dates proposed in this consultation paper and to make further changes. The following points also apply to this draft of the instrument:
(e) Cross references that change in accordance with paragraph F of the instrument are not marked up. (f) This instrument assumes that the Handbook amendments to be made by the draft instruments contained in PS17/21 (Insurance Distribution Directive implementation – Feedback to CP17/7 and near-final rules), CP17/23 (Insurance Distribution Directive Implementation – Consultation Paper 2) and CP17/33 (Insurance Distribution Directive Implementation – Consultation Paper 3) have been made and that the Insurance Distribution Directive is in force. (g) This instrument does not take account of CP17/17 (Handbook changes to reflect the application of the EU Benchmarks Regulation) and does not deal with Handbook text specifically dealing with benchmarks] INDIVIDUAL ACCOUNTABILITY (No 2) INSTRUMENT 2018 Powers exercised A. The Financial Conduct Authority makes this instrument in the exercise of the following powers and related provisions in the Financial Services and Markets Act 2000 (“the Act”):
(1) section 59 (Approval for particular arrangements); (2) section 59AB(1) (Specifying functions as controlled functions: transitional provision); (3) section 60 (Applications for approval); (4) section 60A (Vetting candidates by authorised persons); (5) section 61 (Determination of applications); (6) section 62A (Changes to responsibilities of senior managers);

FCA 2018/XX
(7) section 63ZA (Variation of senior manager’s approval at request of authorised person); (8) section 63ZD (Statement of policy relating to conditional approval and variation); (9) section 63C (Statement of policy); (10) section 63E (Certification of employees by authorised persons); (11) section 63F (Issuing of certificates); (12) section 64A (Rules of conduct); (13) section 64C (Requirements for authorised persons to notify regulator of disciplinary action); (14) section 69 (Statement of policy); (15) section 137A (The FCA’s general rules); (16) section 137T (General supplementary powers); (17) section 138D (Action for damages); (18) section 139A (Power of the FCA to give guidance); (19) section 395 (The FCA’s and PRA’s procedures); and (20) paragraph 23 of Schedule 1ZA (Fees). B. The rule-making powers listed above are specified for the purpose of section 138G(2) (Rule-making instruments) of the Act. Commencement
C. This instrument comes into force as follows:
Annex Date comes into force
Part 1 of Annex N [ ] 2018 [shortly after instrument is made]
Part 2 of Annex N [ ] 2018 [about six months before main
commencement date for insurance firms]
Part 1 of Annex C [ ] 2018 [about three months after
instrument is made]
Part Four of Annex N [ ] 2019 [about six months before main
commencement date for solo-regulated firms
Part 2 of Annex B [ ] 2019 [main commencement date for
solo-regulated firms]
Part 3 of Annex C [ ] 2019 [main commencement date for
solo-regulated firms]
Part 2 of Annex D [ ] 2019 [main commencement date for
solo-regulated firms]
Part 2 of Annex F [ ] 2019 [main commencement date for
solo-regulated firms]
Part 2 of Annex G [ ] 2019 [main commencement date for
solo-regulated firms]
Part 2 of Annex M [ ] 2019 [main commencement date for
solo-regulated firms]
Part 5of Annex N [ ] 2019 [main commencement date for
solo-regulated firms]
Part 2 of Annex S [ ] 2019 [main commencement date for
solo-regulated firms]

FCA 2018/XX
Part 2 of Annex T [ ] 2019 [main commencement date for
solo-regulated firms]
Part 2 of Annex U [ ] 2019 [main commencement date for
solo-regulated firms]
Part 2 of Annex W [ ] 2019 [main commencement date for
solo-regulated firms]
Part 3 of Annex B [ ] 2019 [main commencement date for
solo-regulated firms]
Part 3 of Annex D [ ] 2019 [main commencement date for
solo-regulated firms]
Part Two of Annex W [ ] 2019 [main commencement date for
solo-regulated firms]
The remainder of this instrument [ ] 2018 [main commencement date for insurance firms] Amendments to the Handbook D. The FCA’s Handbook of rules and guidance is amended in accordance with paragraphs E, F, G, H and I of this instrument. E. Amendments to the numbering and location of provisions in the Senior Management Arrangements, Systems and Controls sourcebook (SYSC) and Chapter 10C of the Supervision Manual (SUP) are set out in the tables in Annex A. Except as further amended by paragraphs F, G, H and I of this instrument, the provisions in column B of the tables in Annex A otherwise remain in full force and effect. F. Cross references throughout the FCA’s Handbook to provisions listed in column A of the tables in Annex A of this instrument are amended accordingly, but only where both the existing and revised cross reference is a reference in one of the following forms (but the existing and revised cross references need not be in the same form):
(1) a chapter;
(2) an annex;
(3) a section; or
(4) in a form not including any sub-paragraph numbering or lettering after the letter designating the legal nature of the provision, such as a rule (designated with an “R”) or guidance (designated with a “G”). G. The modules of the FCA’s Handbook of rules and guidance listed in column (1) below (as amended, where applicable, by paragraphs E and F of this instrument) are amended or, as the case may be, further amended in accordance with the Annexes to this instrument listed in column (2) below:
(1) (2)
Glossary of definitions Annex B
Senior Management Arrangements, Systems and Controls sourcebook (SYSC)
Annex C

FCA 2018/XX
Code of Conduct (COCON) Annex D
Threshold Conditions (COND) Annex E
Statements of Principle and Code of Practice for Approved Persons (APER)
Annex F
The Fit and Proper test for Approved Persons and specified significantharm functions (FIT)
Annex G
Training and Competence (TC) Annex H
General Provisions (GEN) Annex I
Prudential sourcebook for Investment Firms (IFPRU) Annex J Prudential sourcebook for Mortgage and Home Finance Firms, and Insurance Intermediaries (MIPRU)
Annex K
Conduct of Business Sourcebook (COBS) Annex L Client Assets (CASS) Annex M Supervision manual (SUP) Annex N Decision Procedure and Penalties Manual (DEPP) Annex O Dispute Resolution: Complaints (DISP) Annex P Credit Unions sourcebook (CREDS) Annex Q Consumer Credit sourcebook (CONC) Annex R H. In each case in which one of the Annexes listed in column (2) of the table in paragraph G of this instrument says that the module of the FCA’s Handbook of rules and guidance to which that Annex relates is amended by inserting a new form into that module as set out in Annex W of this instrument, that module is amended accordingly.
I. The Fit and Proper test for Approved Persons and Specified significant-harm
functions (FIT) module of the FCA’s Handbook of rules and guidance is renamed the Fit and Proper test for Employees and Senior Personnel. Amendments to the material outside the Handbook J. The material outside the Handbook listed in column (1) below is amended in accordance with the Annexes to this instrument listed in column (2) below:
(1) (2)
The Energy Market Participants guide (EMPS) Annex S The Oil Market Participants guide (OMPS) Annex T Service companies guide (SERV) Annex U The Enforcement Guide (EG) Annex V

FCA 2018/XX
Notes
K. In this instrument, the “notes” (indicated by “Editor’s note:”) are intended for the convenience of the reader and do not form part of the legislative text. Citation
L. This instrument may be cited as the Individual Accountability (No 2) Instrument
2018.
By order of the Board
[date] 2018

FCA 2018/XX
Annex A
Renumbering and deletions in the Senior Management Arrangements, Systems and Controls sourcebook (SYSC) and the Supervision manual (SUP) [Editor’s note: We are not proposing any changes to Annex A of the draft instrument included in CP17/25 and 26]
Annex B
Amendments to the Glossary of definitions In this Annex, underlining indicates new text and striking through indicates deleted text, unless otherwise stated.
Part 1: Comes into force [ ] 2018 [main commencement date for insurance firms]
[Editor’s note: Text of new definitions is marked up as against the text in the draft instrument included in CP17/25 and 17/26. Text that is the same as in the draft instrument has also been included so that the reader can see the proposed timing of changes to the Glossary. Some of the proposed amendments will only apply for the period between the main commencement date for insurance firms and the commencement date for solo-regulated firms: where this is the case the amendment is reversed in one of the later parts of this Annex. Definitions marked with an ‘’, were not included in CP17/25 and 17/26.] Insert the following new definitions in the appropriate alphabetical position. approved person employer (in relation to an approved person with a current approved person approval) the firm on whose application approval for the performance of the controlled function was given under section 59 of the Act (Approval for particular arrangements). compliance requirements for SMCR firms any of the following requirements:
(a) SYSC 3.2.8R (The compliance function); (b) SYSC 6.1 (Compliance); (c) article 22 of the MiFID Org Regulation (Compliance); or (d) article 22 of the MiFID Org Regulation (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR

FCA 2018/XX and SYSC 1 Annex 1 3.3R); or .
(e) article 61 of the AIFMD level 2 regulation (Permanent compliance function). conduct risk oversight (Lloyd’s) function FCA controlled function SMF23b in the table of FCA-designated senior management functions, described more fully in SUP 10C.6.6R. EEA SMCR dual regulated banking sector firm an incoming EEA firm or incoming Treaty firm that meets the following conditions:
(a) it has a branch in the United Kingdom; (b) it does not have permission for effecting contracts of insurance or carrying out contracts of insurance; and (c) it meets one of the following conditions:
(i) it is a credit institution which has a permission under
Part 4A, Schedule 3 or Schedule 4 of the Act that
includes accepting deposits; or
(ii) it meets all the following conditions:
(A) the institution is an investment firm; (B) it has a permission under Part 4A, Schedule 3 or Schedule 4 of the Act that covers dealing in investments as principal; and (C) when carried on by it, that activity is a PRAregulated activity. EEA SMCR firm an SMCR firm that is an incoming EEA firm or incoming Treaty firm. executive director function FCA controlled function SMF3 in the table of FCA-designated senior management functions, described more fully in SUP 10C.5.1R to 10C.5.9R. internal audit requirements for SMCR firms any of the following requirements:
(a) SYSC 3 (Systems and controls) insofar as it relates to internal audit; (b) SYSC 6.2 (Internal audit); (c) article 24 of the MiFID Org Regulation (Internal audit); or

FCA 2018/XX
(d) article 24 of the MiFID Org Regulation (Internal audit) (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1
Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1
3.2CR and SYSC 1 Annex 1 3.3R); or .
(e) article 62 of the AIFMD level 2 regulation (Permanent internal audit function). non-UK SMCR firm an SMCR firm that is an overseas firm. risk control requirements for SMCR firms any of the following requirements:
(a) SYSC 3 (Systems and Controls) insofar as it relates to risk controls; (b) SYSC 7.1.6R, SYSC 7.1.21R and SYSC 7.1.22R; (c) COLL 6.11 (Risk control and internal reporting); (d) article 23 of the MiFID Org Regulation (Risk management); or (e) article 23(2) of the MiFID Org Regulation (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R); or . (f) articles 38 to 45 of the AIFMD level 2 regulation (Risk management). SMCR dual regulated banking sector firm any of the following:
(a) a UK SMCR dual regulated banking sector firm; (b) an EEA SMCR dual regulated banking sector firm; or (c) a third-country SMCR dual regulated banking sector firm. SMCR financial activities any of the following:
(a) regulated activities;
(b) an activity carried on in connection with a regulated activity (whether current, past or contemplated); (c) an activity held out as being for the purposes of a regulated activity (whether current, past or contemplated);

FCA 2018/XX
(d) activities that constitute dealing in investments as principal, disregarding the exclusion in article 15 of the Regulated Activities Order (Absence of holding out etc); or (e) activities listed in points 2 to 15 of Annex I to the CRD (List of activities subject to mutual recognition). SMCR firm a firm identified as an SMCR firm in the decision tree in SYSC 23
Annex 1 (Definition of SMCR firm and different types of SMCR
firms)
table of FCAdesignated senior
management functions the table of FCA-designated senior management functions in SUP 10C.4.3R. third-country SMCR dual regulated banking sector firm a non-UK institution other than an incoming firm that meets the following conditions:
(a) it has a branch in the United Kingdom; (b) it is not an institution that has permission for effecting contracts of insurance or carrying out contracts of insurance; and (c) it meets one of the following conditions:
(i) it is a credit institution which has a Part 4A permission that includes accepting deposits; or (ii) it meets all the following conditions:
(A) the institution is an investment firm; (B) its Part 4A permission covers dealing in investments as principal; and (C) when carried on by it, that activity is a PRAregulated activity. UK SMCR dual regulated banking sector firm an institution that meets the following conditions:
(a) it is incorporated in, or formed under the law of any part of, the United Kingdom; (b) it does not have permission for effecting contracts of insurance or carrying out contracts of insurance; (c) it meets one of the following conditions:

FCA 2018/XX
(i) its Part 4A permission includes accepting deposits; or (ii) it meets all the following conditions:
(A) the institution is an investment firm; and (B) its Part 4A permission covers dealing in investments as principal; and (C) when carried on by it, that activity is a PRAregulated activity. UK SMCR firm (a) a UK SMCR dual regulated banking sector firm; or (b) any other SMCR firm that is a UK domestic firm. [Editor’s note: Text of amended definitions is marked up as against the current Handbook text. It is not marked up as against the text in the draft instrument included in CP17/25 and 17/26. Text that is the same as in the draft instrument is included so that the reader can see the proposed timing of changes to the Glossary. Definitions marked with an asterisk ‘’ were either not included in CP17/25 and 17/26 or are now proposed to be amended rather than deleted.] Amend the following definitions as shown. accountable functions (in relation to an approved person) the functions described in APER 1.1A.2P 1.1A.2R, which are in summary:
(a) FCA controlled functions in SUP 10A (FCA Approved Persons); and (b) PRA controlled functions; and [deleted] (c) any other functions of the approved person in relation to the carrying on of a regulated activity; in relation to the authorised persons in relation to which that person is an approved person approved person employer. accountable higher management function* (in APER) any accountable function that is :
(a) an FCA controlled function that is a significant-influence function; or . (b) a PRA controlled function.

FCA 2018/XX advising on investments*
(1) (except in SUP 10A (FCA Approved Persons), SYSC 27 (Senior managers and certification regime: Certification regime) and APER) the regulated activities, specified in articles 53(1) and 53(2) of the Regulated Activities Order (Advising on investments), which are:
(a) advising on investments (except P2P agreements); and (b) advising on P2P agreements. (2) (in SUP 10A (FCA Approved Persons), SYSC 27 (Senior managers and certification regime: Certification regime) and APER) the regulated activities specified in articles 53(1) and 53(2) (Advising on investments) of the Regulated Activities Order. For these purposes, advising on investments includes any activities that would be included but for the exclusion in
article 72AA (Managers of UCITS and AIFs) of the
Regulated Activities Order. apportionment and oversight function FCA controlled function CF8 in Parts 1 and Part 2 of the table of FCA controlled functions, described more fully in SUP 10A.7.1R. CASS operational oversight function* FCA controlled function CF10a in Parts 1 and 2 of the table of FCA controlled functions, described more fully in SUP 10A.7.9R. certification employee (as described in more detail in section 63E(1) of the Act (Certification of employees by relevant authorised person)) an employee (as defined) of a relevant authorised person an SMCR firm who:
(a) has a valid certificate issued by that relevant authorised person SMCR firm; or (b) (in relation to an SMCR firm that is in the insurance sector (as defined in Part Three of SYSC 23 Annex 1 (Definition of insurance sector))) performs an FCA-specified significant harm function under an arrangement entered into by the SMCR firm in relation to the carrying on by the SMCR firm of a regulated activity, even though the obligation of the SMCR firm to issue a certificate under section 63F of the Act has not yet come into force. [Note: Paragraph (b) of this definition applies until [ ] 2019 [one year after main commencement date for insurers].] chair of the nomination committee function (1) (for a relevant authorised person) FCA controlled function SMF13 in Part 1 of the table in SUP 10C.4.3R (Table of FCA-designated senior management functions for relevant authorised persons) table of FCA-designated senior management functions, described more fully in SUP

FCA 2018/XX
10C.5A.2R; .
(2) (for certain Solvency II firms including a large non-directive insurer) the FCA controlled function CF2a in Part 2 of the
table of FCA controlled functions, described more fully in
SUP 10A.6.15AR. chair of the withprofits committee function (for certain Solvency II firms) FCA controlled function CF 2b SMF15 in Part 2 of the table of FCA controlled FCA-designated senior management functions, described more fully in SUP 10A.6.15BR SUP 10C.5A.12R to SUP 10C.5A.13R. chief executive function FCA controlled function CF3 in Part 1 and Part 2 of the table of FCA controlled functions, described more fully in SUP 10A.6.17R. compliance oversight function (1) (for relevant authorised persons SMCR firms) FCA controlled function SMF16 in Part 1 of the table in SUP 10C.4.3R (Table of FCA-designated senior management functions for relevant authorised persons) the table of FCAdesignated senior management functions, described more fully in SUP 10C.6.1R; and (2) (for other firms) FCA controlled function CF10 in Parts 1 and 2 of the table of FCA controlled functions, described more fully in SUP 10A.7.8R. controlled function a function, relating to the carrying on of a regulated activity by a firm, which is specified by:
(a) either the FCA in:
(i) (for relevant authorised persons SMCR firms) the tables in SUP 10C.4.3R (Table of FCA-designated senior management functions for relevant authorised persons) table of FCA-designated senior management functions; or (ii) (for other firms and in relation to appointed representatives) the table of FCA controlled functions; or (b) the PRA in:
(i) (for relevant authorised persons CRR firms, credit unions and third country CRR firms (as defined in the PRA Rulebook)) the part of the PRA’s rulebook PRA Rulebook titled ‘Senior Management Functions’, which specifies controlled functions); or (ii) (for Solvency II firms including large non-directive insurers, and for small non-directive insurers) the Senior Insurance Management Functions parts of the

FCA 2018/XX
PRA Rulebook: Rulebook applicable to Solvency II Firms and Non-Solvency II Firms; or (iii) ; or under section 59 of the Act (Approval for particular arrangements). customer function* FCA controlled function CF30 in Parts 1 and 2 of the table of FCA controlled functions, described more fully in SUP 10A.10.7R. director* (1) … … (c) in SYSC, COCON, MIPRU 2 (Responsibility for insurance distribution and MCD credit intermediation activity), SUP 10A (FCA Approved persons) and SUP 10C (FCA senior management managers regime for approved persons in relevant authorised persons SMCR firms) a partnership; … … director function* FCA controlled functions function CF1 in Part 1 and, for a Solvency II firm (including a large non-directive insurer) and a small nondirective insurer, Part 2 of the table of FCA controlled functions, described more fully in SUP 10A.6.7R and SUP 10A.6.8R. director of unincorporated association function* FCA controlled function CF5 in Part 1 of the table of FCA controlled functions, described more fully in SUP 10A.6.29R. EEA branch senior manager function FCA controlled function SMF21 in Part 2 of the table in SUP 10C.4.3R (Table of FCA controlled functions for relevant authorised persons) table of FCA-designated senior management functions, described more fully in SUP 10C.8.4R. employee … (3) (for the purposes of SYSC 27 (Senior management and certification regime: Certification regime) and the definition of certification employee) has the meaning in section 63E(9) of the Act (Certification of employees by relevant authorised persons) which, in summary, says an employee of a person (the “employer”) includes a reference to a person who:
…
…

FCA 2018/XX
FCA controlled function a controlled function which is specified by the FCA under section 59 of the Act (Approval for particular arrangements) in:
(a) (for relevant authorised persons SMCR firms) the tables in SUP 10C.4.3R (Table of FCA-designated senior management functions for relevant authorised persons) table of FCA-designated senior management functions; or (b) (for other firms and in relation to appointed representatives) the table of FCA controlled functions. FCA governing functions any of the following FCA controlled functions labelled as FCA governing functions in the table of FCA-designated senior management functions or in the table of FCA controlled functions. :
(a) (for relevant authorised persons) FCA controlled functions SMF3 and SMF13 in Parts 1 and 3 of the table in SUP 10C.4.3R (Table of FCA-designated senior management functions for relevant authorised persons); (b) (for a Solvency II firm, including a large non-directive insurer) FCA controlled functions CF1, CF2a, CF2b, CF5 and, for large non-directive insurers only, CF6, in Part 2 of the table of FCA controlled functions; and (c) (for a small non-directive insurer) FCA controlled functions CF1, CF3, CF5 and CF6 in Part 2 of the table of FCA controlled functions; and (d) (for other firms and appointed representatives) FCA controlled functions 1 to 6 in Part 1 of the table of FCA controlled functions. FCA-prescribed senior management responsibilities (a) (for UK relevant authorised persons) the responsibilities in SYSC 24.2.6R (Table: FCA-prescribed senior management responsibilities) ; . (b) (for third-country relevant authorised persons) the responsibilities in SYSC 24.2.6R (Table: FCA-prescribed senior management responsibilities for third-country relevant authorised persons). FCA required functions any of the following FCA controlled functions labelled as FCA required functions in:
(a) (for relevant authorised persons SMCR firms) FCA controlled functions SMF16 and SMF17 in Parts 1 to 3 of the table in SUP 10C.4.3R (Table of FCA-designated senior management functions for relevant authorised persons) the
table of FCA-designated senior management functions; and
or

FCA 2018/XX
(b) (for other firms) FCA controlled functions 8 to 11 in Part 1 or Part 2 of the table of FCA controlled functions the table of FCA controlled functions. FCA-specified significant-harm function* a specified significant-harm function that has been specified under
section 63E of the Act (Certification of employees by relevant
authorised persons) by the FCA (see SYSC 27.6.3R (Table: FCAspecified significant-harm functions)). firm* … (8) (in SYSC 18 with the exception of the guidance in SYSC 18.3.9G):
(a) a UK relevant authorised person UK SMCR dual regulated banking sector firm except a small deposit taker; and … … FIT the part of the Handbook in High Level Standards which has the title the Fit and Proper test for Approved Persons and Specified significant-harm functions Employees and Senior Personnel. management responsibilities map the document document describing the management arrangements of a relevant authorised person certain SMCR firms required by SYSC 4.5.4R, SYSC 4.6.6R or SYSC 4.6.15R SYSC 25 (Senior management and certification regime: Management responsibilities maps and handover procedures and material). money laundering reporting function (1) (for relevant authorised persons SMCR firms) FCA controlled function SMF17 in Parts 1 to 3 of the table in SUP 10C.4.3R (Table of FCA-designated senior management functions for relevant authorised persons) table of FCA-designated senior management functions, described more fully in SUP 10C.6.2R; and (2) (for other firms) FCA controlled function CF11 in Parts 1 and 2 of the table of FCA controlled functions, described more fully in SUP 10A.7.10R. non-executive director function* FCA controlled function CF2 in Part 1 of the table of FCA controlled functions, described more fully in SUP 10A.6.1R and SUP 10A.6.13R. other local responsibility function FCA controlled function SMF22 in Part 3 of the table in SUP 10C.4.3R (Table of FCA controlled functions for relevant authorised persons) table of FCA-designated senior management functions, described more fully in SUP 10C.8.1R.

FCA 2018/XX other overall responsibility function FCA controlled function SMF18 in Part 1 of the table in SUP 10C.4.3R (Table of FCA-designated senior management functions for relevant authorised persons) table of FCA-designated senior management functions, described more fully in SUP 10C.7.1R. partner function (1) (for an SMCR firm) FCA controlled function SMF27 in the
table of FCA-designated senior management functions,
described more fully in SUP 10C.5.16R to SUP 10C.5.20R; and (2) (for other firms and in relation to appointed representatives) FCA controlled function CF4 in Part 1 of the table of FCA controlled functions, described more fully in SUP 10A.6.23R to SUP 10A.6.27R. PRA controlled function a controlled function which is specified by the PRA under section 59 of the Act (Approval for particular arrangements) in:
(1) (for relevant authorised persons CRR firms, credit unions and third country CRR firms (each as defined in the PRA Rulebook)) the part of the PRA’s rulebook PRA Rulebook titled ‘Senior Management Functions’; or (2) (for Solvency II firms including large non-directive insurers, and for small non-directive insurers) the Senior Insurance Management Functions parts of the PRA Rulebook: Rulebook applicable to Solvency II Firms and Non-Solvency II Firms; or . (3) [deleted]. PRA-prescribed senior management responsibilities one of the functions described as:
(1) (for CRR firms, credit unions and third country CRR firms (each as defined in the PRA Rulebook)):
(a) a ‘prescribed responsibility’ in Chapter 4; or (b) a ‘small firm prescribed responsibility’ in Chapter 5; or (c) a ‘UK branch prescribed responsibility’ in Chapter 6; of the part of the PRA’s rulebook PRA Rulebook called Allocation of Responsibilities; (2) (for firms covered by the Insurance - Allocation of Responsibilities and Large Non-Solvency II Firms –

FCA 2018/XX
Allocation of Responsibilities parts of the PRA Rulebook) an SIMR prescribed responsibility as defined in those parts; and (3) (for firms covered by the Non-solvency II Firms - Allocation of Responsibilities part of the PRA Rulebook) a small nondirective insurer prescribed responsibility as defined in that
part.
proprietary trader* (in SYSC 27 (Senior managers and certification regime:
Certification regime), SUP 10A (FCA Approved Persons), COCON and APER) a person (A) whose responsibilities include committing another person (B) as part of B’s proprietary trading. relevant senior management application has the meaning in section 61(1)(b) of the Act (Determination of applications) which, in summary, is an application for approval to perform a designated senior management function in relation to the carrying on of a regulated activity by a relevant authorised person an SMCR firm. senior conduct rules staff member (in COCON) a person who:
(a) comes within row (1) of the table in COCON 1.1.2R (an SMF manager); (b) comes within row (2) of the table in COCON 1.1.2R (an employee of a relevant authorised person an SMCR firm who performs the function of an SMF manager; or (c) meets the following conditions:
(i) they come within row (7) of the table in COCON 1.1.2R (an approved person performing a controlled function (including a PRA controlled function) in a Solvency II firm (including a large non-directive insurer) or a small non-directive insurer); and (ii) that controlled function is a significant-influence function; or [deleted] (d) is a non-executive director who comes within row (8) of the
table in COCON 1.1.2R (a standard non-executive board
director of a relevant authorised person, a Solvency II firm (including a large non-directive insurer) or a small nondirective insurer UK SMCR firm). significant-harm function a function defined in section 63E(5) of the Act (Certification of employees by relevant authorised persons) which is, in summary (in relation to the carrying on of a regulated activity by a relevant an authorised person), a function that meets the following conditions:

FCA 2018/XX
(a) it requires the person performing it to be involved in one or more aspects of the relevant authorised person's affairs, so far as relating to the activity; and (b) those aspects involve, or might involve, a risk of significant harm to the relevant authorised person or to anyone who is using, or who is or may be contemplating using, any of the services provided by the relevant authorised person. [Note: This definition is not relevant to a firm that is not an SMCR firm.] significant-influence function* (for the purposes of controlled functions specified in SUP 10A (FCA Approved persons) and in relation to the carrying on of a regulated activity by an authorised person) a function that is likely to enable the person responsible for its performance to exercise a significant influence on the conduct of the authorised person's affairs, so far as relating to the activity. For the purposes of SYSC 2, COCON and DEPP, this also includes a PRA controlled function, as specified in the Senior Insurance Management Functions parts of the PRA Rulebook: applicable to Solvency II Firms and NonSolvency II Firms. significant management function* FCA controlled functions CF29 in Parts 1 and 2 of the table of FCA controlled functions, described more fully in SUP 10A.9.9R. SMF manager (in relation to a relevant authorised person an SMCR firm) a person who has approval under section 59 of the Act (Approval for particular arrangements) to perform a designated senior management function in relation to the carrying on by that relevant authorised person SMCR firm of a regulated activity. Solvency II firm a firm which is any of:
…
(f) in SUP TP 7 and SUP TP 8, SYSC, COCON, APER, SUP 10A SUP 10C and DEPP only, a large non-directive insurer; … small friendly society function FCA controlled function CF6 in Part 1 and Part 2 of the table of FCA controlled functions, described more fully in SUP 10A.6.31R to SUP 10A.6.32R. staff being assessed under FIT (in FIT and in relation to a relevant authorised person: an SMCR firm) those persons set out in FIT 1.1.1G(4) to (7). (a) any of the following whose fitness is being assessed by the FCA or the relevant authorised person:

FCA 2018/XX
(i) an FCA-approved SMF manager; or
(ii) a candidate for an FCA-designated senior management function; or (b) a person whose fitness to perform an FCA-specified significant harm function is being assessed by the relevant authorised person under section 63F of the Act (Issuing of certificates), whether or not that person is already a certification employee in relation to that FCA-specified significant harm function. systems and controls function FCA controlled function CF28 in Part 1 and, for a Solvency II firm which is a third-country insurance or reinsurance undertaking or an insurance special purpose vehicle, Part 2 of the table of FCA controlled functions, described more fully in SUP 10A.8.1R and SUP 10A.8.1AR. [Editor’s note: Definitions to be deleted are based on the current Handbook text. Deletions that were included in the draft CP17/25 and 17/26 instrument are included here so that the reader can see the proposed timing of changes to the Glossary. All the terms included for deletion in the draft instrument included in CP17/25 and CP17/26 are still being deleted (either in this part of the draft instrument or one of the following parts), except for the definitions of ‘APER’ and ‘non-executive director function’, which are now being retained.] Delete the following definitions. The text is not shown struck through. EEA relevant authorised person an incoming firm which is a relevant authorised person in accordance with article 2 of the Financial Services and Markets Act 2000 (Relevant Authorised Persons) Order 2015 which, in summary, is an incoming EEA firm or incoming Treaty firm that meets the following conditions:
(a) it has a branch in the United Kingdom; (b) it does not have permission for effecting contracts of insurance or carrying out contracts of insurance; and (c) it meets one of the following conditions:
(i) it is a credit institution which has a permission under
Part 4A, Schedule 3 or Schedule 4 of the Act that
includes accepting deposits; or
(ii) it meets all the following conditions:
(A) the institution is an investment firm;

FCA 2018/XX
(B) it has a permission under Part 4A, Schedule 3 or Schedule 4 of the Act that covers dealing in investments as principal; and (C) when carried on by it, that activity is a PRAregulated activity. full scope regulatory reference firm for the purpose of SYSC 22 (Regulatory references):
(a) a relevant authorised person;
(b) a Solvency II firm; or
(c) a large non-directive insurer. non-UK relevant authorised person (a) an EEA relevant authorised person; or (b) a third-country relevant authorised person. PRA-prescribed UK branch senior management responsibility a “UK branch prescribed responsibility” in Chapter 6 of the part of the PRA’s rulebook called Allocation of Responsibilities. relevant authorised person (a) an EEA relevant authorised person; or (b) a third country relevant authorised person; or (c) a UK relevant authorised person. third-country relevant authorised person a non-UK institution other than an incoming firm which is a relevant authorised person in accordance with article 2 of the Financial Services and Markets Act 2000 (Relevant Authorised Persons) Order 2015 which, in summary, is a non-UK institution other than an incoming firm that meets the following conditions:
(a) it has a branch in the United Kingdom; (b) it is not an institution that has permission for effecting contracts of insurance or carrying out contracts of insurance; and (c) it meets one of the following conditions:
(i) it is a credit institution which has a Part 4A permission that includes accepting deposits; or (ii) it meets all the following conditions:

FCA 2018/XX
(A) the institution is an investment firm; (B) its Part 4A permission covers dealing in investments as principal; and (C) when carried on by it, that activity is a PRAregulated activity. UK relevant authorised person has the meaning in section 71A of the Act (‘relevant authorised person’) which, in summary, is an institution that meets the following conditions:
(a) it is incorporated in, or formed under the law of any part of, the United Kingdom; (b) it does not have permission for effecting contracts of insurance or carrying out contracts of insurance; and (c) it meets one of the following conditions:
(i) its Part 4A permission includes accepting deposits; or (ii) it meets all the following conditions:
(A) the institution is an investment firm; and (B) its Part 4A permission covers dealing in investments as principal; and (C) when carried on by it, that activity is a PRAregulated activity.
Part 2: Comes into force [ ] 2019 [main commencement date for solo-regulated firms]
[Editor’s note: Text of new definitions is marked up as against the text in the draft instrument included in CP17/25 and 17/26. Text that is the same as in the draft instrument is included so that the reader can see the proposed timing of changes to the Glossary. Definitions marked with an asterisk ‘’ were not included in CP17/25 and 17/26.] Insert the following new definitions in the appropriate alphabetical position. APER employer (in APER and in relation to an approved person whose approval is given under SUP 10A (FCA Approved Persons in Appointed Representatives):
(a) the appointed representative in relation to which that

FCA 2018/XX approved person performs the controlled function in SUP 10A; and (b) the approved person employer. [Note: For the purposes of Statements of Principle 5 to 7 the APER employer does not include the approved person employer.] chairman chair of the audit committee function FCA controlled function SMF11 in the table of FCA-designated senior management functions, described more fully in SUP 10C.5A.8R. chairman chair of the remuneration committee function FCA controlled function SMF12 in the table of FCA-designated senior management functions, described more fully in SUP 10C.5A.10R. chairman chair of the risk committee function FCA controlled function SMF10 in the table of FCA-designated senior management functions, described more fully in SUP 10C.5A.6R. chairman chair of the governing body function FCA controlled function SMF9 in the table of FCA-designated senior management functions, described more fully in SUP 10C.5A.5R. chief finance officer function FCA controlled function SMF2 in the table of FCA-designated senior management functions, described more fully in SUP 10C.6A.3R. chief operations function FCA controlled function SMF24 in the table of FCA-designated senior management functions, described more fully in SUP 10C.6B.1R. chief risk officer function FCA controlled function SMF4 in the table of FCA-designated senior management functions, described more fully in SUP 10C.6A.4R. core SMCR firm a firm identified as a core SMCR firm in the decision tree in SYSC 23 Annex 1 (Definition of SMCR firm and different types of SMCR firms) EEA core SMCR firm a core SMCR firm that is an incoming EEA firm or incoming Treaty firm. enhanced scope SMCR firm a firm identified as an enhanced scope SMCR firm in the decision tree in SYSC 23 Annex 1 (Definition of SMCR firm and different types of SMCR firms). group entity senior manager function FCA controlled function SMF7 in the table of FCA-designated senior management functions, described more fully in SUP 10C.5B.1R. head of internal audit FCA controlled function SMF5 in the table of FCA-designated

FCA 2018/XX function senior management functions, described more fully in SUP 10C.6A.6R. head of third country branch function FCA controlled function SMF19 in the table of FCA-designated senior management functions, described more fully in SUP 10C.5.15R. limited scope core SMCR firm a firm identified as a limited scope core SMCR firm in the decision tree in SYSC 23 Annex 1 (Definition of SMCR firm and different types of SMCR firms). limited scope function FCA controlled function SMF29 in the table of FCA-designated senior management functions, described more fully in SUP 10C.6.4R. non-SMF board director subject to competence requirements (in relation to a an SMCR firm) a board director of the firm who meets the following conditions:
(a) they are not an SMF manager of the firm; and (b) the firm is required to assess their fitness and propriety under the competent employee rule, any directly applicable EU legislation or any other requirement of the regulatory system. non-UK core SMCR firm a core SMCR firm that is an overseas firm. senior independent director function FCA controlled function SMF14 in the table of FCA-designated senior management functions, described more fully in SUP 10C.5A.14R. UK core SMCR firm a core SMCR firm that is a UK domestic firm. [Editor’s note: Text of amended definitions is marked up as against the current Handbook text as amended in Part 1 of this Annex. Where changes are being made to terms introduced to the Glossary by Part 1 of this Annex they are marked up as against that Part. Text is not marked up as against the text in the draft instrument included in CP17/25 and 17/26. Text that is the same as in the draft instrument is included so that the reader can see the proposed timing of changes to the Glossary. Definitions marked with an asterisk ‘*’ were not included in CP17/25 and 17/26.] Amend the following definitions as shown.

FCA 2018/XX accountable functions* (in relation to an approved person) the functions described in APER 1.1A.2R, which are in summary:
(a) FCA controlled functions under SUP 10A (FCA Approved persons in Appointed Representatives); and … advising on investments* (1) (except in SUP 10A (FCA Approved Persons in Appointed Representatives), SYSC 27 (Senior managers and certification regime: Certification regime) and APER) the regulated activities, specified in articles 53(1) and 53(2) of the Regulated Activities Order (Advising on investments), which are:
(a) advising on investments (except P2P agreements); and (b) advising on P2P agreements. (2) (in SUP 10A (FCA Approved Persons in Appointed Representatives), SYSC 27 (Senior managers and certification regime: Certification regime) and APER) the regulated activities specified in articles 53(1) and 53(2) (Advising on investments) of the Regulated Activities Order. For these purposes, advising on investments includes any activities that would be included but for the exclusion in
article 72AA (Managers of UCITS and AIFs) of the
Regulated Activities Order. certification employee (as described in more detail in section 63E(1) of the Act (Certification of employees by authorised person)) an employee (as defined) of an SMCR firm who:
(a) has a valid certificate issued by that SMCR firm; or (b) (in relation to an SMCR firm that is:
(i) in the insurance sector (as defined in Part Three of SYSC 23 Annex 1 (Definition of insurance sector))) ; or (ii) that is an FCA-authorised person); performs a significant-harm function under an arrangement entered into by the SMCR firm in relation to the carrying on by the SMCR firm of a regulated activity, even though the obligation of the SMCR firm to issue a certificate under section 63F of the Act has not yet come into force. [Note 1: Paragraph (b)(i) of this definition applies until [ ] 2019

FCA 2018/XX
[one year after commencement for insurers].]
[Note 2: Paragraph (b)(ii) of this definition applies until [ ] 2020 [one year after commencement for solo-regulated firms].] chief executive function (1) (for an SMCR firm) FCA controlled function SMF1 in the
table of FCA-designated senior management functions,
described more fully in SUP 10C.5.12R;
(2) (in relation to an appointed representative) FCA controlled function CF3 the table of FCA controlled functions, described more fully in SUP 10A.6.17R. compliance oversight function (1) (for SMCR firms) FCA controlled function SMF16 in the
table of FCA-designated senior management functions,
described more fully in SUP 10C.6.1R; and .
(2) (for other firms) FCA controlled function CF10 in the table of FCA controlled functions, described more fully in SUP 10A.7.8R. compliance requirements for SMCR firms any of the following requirements:
(a) SYSC 3.2.8R (The compliance function); (b) SYSC 6.1 (Compliance); (c) article 22 of the MiFID Org Regulation (Compliance); or (d) article 22 of the MiFID Org Regulation (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R); or (e) article 61 of the AIFMD level 2 regulation (Permanent compliance function). controlled function a function, relating to the carrying on of a regulated activity by a firm, which is specified by:
(a) either the FCA in:
(i) (for SMCR firms) the table of FCA-designated senior management functions; or (ii) (for other firms and in relation to an appointed representatives) the table of FCA controlled functions; or …

FCA 2018/XX director* (1) …
…
(c) (in SYSC, COCON, MIPRU 2 (Responsibility for insurance distribution and MCD credit intermediation activity), SUP 10A (FCA Approved persons in Appointed Representatives) and SUP 10C (FCA senior managers regime for approved persons in SMCR firms) a partnership; … … employee … (4A) (for the purposes of SYSC 22 (Regulatory references)) has the same meaning as in (3) and, in addition, includes a person who:
…
(c) …
(iii) a person who performs a function of that group member under an arrangement entered into by the group member or a contractor of the group member; or (d) is a board director of a person (the “employer”) who is not an SMF manager or certification employee of the employer. FCA controlled function a controlled function which is specified by the FCA under section 59 of the Act (Approval for particular arrangements) in:
(a) (for SMCR firms) the table of FCA-designated senior management functions; or (b) (for other firms and in relation to an appointed representative) the table of FCA controlled functions. FCA required functions any of the FCA controlled functions labelled as FCA required functions in :
(a) (for SMCR firms) the table of FCA-designated senior management functions; or . (b) (for other firms) the table of FCA controlled functions.

FCA 2018/XX internal audit requirements for SMCR firms any of the following requirements:
(a) SYSC 3 (Systems and controls) insofar as it relates to internal audit; (b) SYSC 6.2 (Internal audit); (c) article 24 of the MiFID Org Regulation (Internal audit); or (d) article 24 of the MiFID Org Regulation (Internal audit) (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1
Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1
3.2CR and SYSC 1 Annex 1 3.3R); or
(e) article 62 of the AIFMD level 2 regulation (Permanent internal audit function). money laundering reporting function (1) (for SMCR firms) FCA controlled function SMF17 in the
table of FCA-designated senior management functions,
described more fully in SUP 10C.6.2R; and .
(2) (for other firms) FCA controlled function CF11 in of the
table of FCA controlled functions, described more fully in
SUP 10A.7.10R. partner function (1) (for an SMCR firm) FCA controlled function SMF27 in the
table of FCA-designated senior management functions,
described more fully in SUP 10C.5.16R to SUP 10C.5.20R; (2) (for other firms and in relation to an appointed representatives) FCA controlled function CF4 in the table of FCA controlled functions, described more fully in SUP 10A.6.23R to SUP 10A.6.27R. proprietary trader* (in SYSC 27 (Senior managers and certification regime:
Certification regime), SUP 10A (FCA Approved Persons in Appointed Representatives), COCON and APER) a person (A) whose responsibilities include committing another person (B) as
part of B’s proprietary trading.
risk control requirements for
SMCR firms any of the following requirements:
(a) SYSC 3 (Systems and Controls) insofar as it relates to risk controls; (b) SYSC 7.1.6R, SYSC 7.1.21R and SYSC 7.1.22R;

FCA 2018/XX
(c) COLL 6.11 (Risk control and internal reporting); (d) article 23 of the MiFID Org Regulation (Risk management); or (e) article 23(2) of the MiFID Org Regulation (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R); or (f) articles 38 to 45 of the AIFMD level 2 regulation (Risk management). significant-influence function* (for the purposes of controlled functions specified in SUP 10A (FCA Approved persons in Appointed Representatives) and in relation to the carrying on of a regulated activity by an authorised person) a function that is likely to enable the person responsible for its performance to exercise a significant influence on the conduct of the authorised person's affairs, so far as relating to the activity. staff being assessed under FIT (in FIT and in relation to an SMCR firm) those persons set out in FIT 1.1.1G(4) to (7) (8). [Editor’s note: Definitions to be deleted are based on the current Handbook text as amended by Part 1 of this Annex. Deletions that were in the draft instrument included in CP17/25 and 17/26 instrument are included here so that the reader can see the proposed timing of changes to the Glossary. The definitions marked with an asterisk ‘’ were not included in CP17/25 and 17/26.] Delete the following definitions. The text is not shown struck through. apportionment and oversight function FCA controlled function CF8 in the table of FCA controlled functions, described more fully in SUP 10A.7.1R. CASS operational oversight function FCA controlled function CF10a in the table of FCA controlled functions, described more fully in SUP 10A.7.9R. significant management function* FCA controlled functions CF29 in the table of FCA controlled functions, described more fully in SUP 10A.9.9R. small friendly society function* FCA controlled function CF6 in the table of FCA controlled functions, described more fully in SUP 10A.6.31R to SUP 10A.6.32R. systems and controls FCA controlled function CF28 in the table of FCA controlled

FCA 2018/XX function functions, described more fully in SUP 10A.8.1R and SUP 10A.8.1AR.
Part 3: Comes into force [ ] 2020 [one year after main commencement date for soloregulated firms]
[Editor’s note: The text of the below amended definition is marked up as against the current Handbook text as amended by Parts 1 and 2 of this Annex. It is not marked up as against the text in the draft instrument included in CP17/25 and CP17/26.] Amend the following definition as shown. certification employee (as described in more detail in section 63E(1) of the Act (Certification of employees by authorised person)) an employee (as defined) of an SMCR firm who :
(a) has a valid certificate issued by that SMCR firm; or .
(b) (in relation to an SMCR firm that is:
(i) in the insurance sector (as defined in Part Three of SYSC 23 Annex 1 (Definition of insurance sector))) ; or (ii) that is an FCA-authorised person); performs a significant-harm function under an arrangement entered into by the SMCR firm in relation to the carrying on by the SMCR firm of a regulated activity, even though the obligation of the SMCR firm to issue a certificate under
section 63F of the Act has not yet come into force.
[Note 1: Paragraph (b)(i) of this definition applies until [ ] 2019 [one year after commencement for insurers].] [Note 2: Paragraph (b)(ii) of this definition applies until [ ] 2020 [one year after commencement for solo-regulated firms].]

FCA 2018/XX
Annex C
Amendments to the Senior Management Arrangements, Systems and Controls sourcebook (SYSC) In this Annex, underlining indicates new text and striking through indicates deleted text, unless otherwise stated.
Part 1: Comes into force [ ] 2018 [about three months after instrument is made]
[Editor’s note: The material we are proposing to include in this Part of the annex is the material that is shown in the draft Restatement Instrument included in this CP (which shows how the text proposed in the instrument included in CP17/25 and 17/26 will be commenced) as coming into force on this date.]
Part 2: Comes into force [ ] 2018 [main commencement date for insurance firms]
[Editor’s note: The text of SYSC 22 and 23 to 27 takes into account the amendments proposed in the instrument included in CP17/25 and 17/26 as if it was made.] 1 Application and purpose 1.1A Application … 1.1A.1 G The application of this sourcebook is summarised at a high level in the following table. The detailed application is cut back in SYSC 1 Annex 1 and in the text of each chapter. Type of firm Applicable chapters Insurer Chapters 2, 3, 12 to 18, 21, 22, 23, 24, 25, 26, 27 Managing agent Chapters 2, 3, 11, 12, 18, 21, 22, 23, 24, 25, 26, 27 Society Chapters 2, 3, 12, 18, 21, 22, 23, 24, 25, 26, 27 Any other SMCR firm Chapters 4 to 12, 18, 19D, 21, 22, 23, 24, 25, 26, 27 Every other firm …

FCA 2018/XX
…
1.4 Application of SYSC 11 to SYSC 22 SYSC 27
What?
1.4.1 G The application of each chapters chapter from SYSC 11 to SYSC 22 SYSC 27
is set out in those chapters and in SYSC 1.4.1AR.
Actions for damages
1.4.2 R A contravention of a rule in SYSC 11 to SYSC 21, SYSC 22.8.1R, or SYSC
22.9.1R or SYSC 23 to SYSC 27 does not give rise to a right of action by a private person under section 138D of the Act (and each of those rules is specified under section 138D(3) of the Act as a provision giving rise to no such right of action). … 1 Annex 1 Detailed application of SYSC …
Part 2 Application of the common platform requirements (SYSC 4 to 10)
…
2.13D R SYSC 4.5 (Management responsibilities maps for UK relevant authorised persons), SYSC 4.6 (Management responsibilities maps for non-UK relevant authorised persons), SYSC 4.7 (Senior management responsibilities for UK relevant authorised persons: allocation of responsibilities), SYSC 4.8 (Senior management responsibilities for third country relevant authorised persons:
allocation of responsibilities), SYSC 4.9 (Handover procedures and material) and SYSC 5.2 (Certification regime) also:
(1) Apply to the carrying on of unregulated activities; and (2) Take into account any activity of other members of a group of which the firm is a member. … Where?
2.15 R The common platform requirements, except the common platform recordkeeping requirements, apply to a firm in relation to activities carried on by it
from an establishment in the United Kingdom. However, SYSC 4.5 (Management responsibilities maps for UK relevant authorised persons),

FCA 2018/XX
SYSC 4.6 (Management responsibilities maps for non-UK relevant authorised persons), SYSC 4.7 (Senior management responsibilities for UK relevant authorised persons: allocation of responsibilities), SYSC 4.8 (Senior management responsibilities for third country relevant authorised persons:
allocation of responsibilities), SYSC 4.9 (Handover procedures and material) and SYSC 5.2 (Certification regime) apply in accordance with the rules in those sections. …
2.18 R The common platform organisational requirements, except the common
platform requirements on financial crime, also apply in a prudential context to a UK domestic firm and to an overseas firm (other than an incoming EEA firm or an Incoming Treaty firm) with respect to activities wherever they are carried on. However, SYSC 4.5 (Management responsibilities maps for UK relevant authorised persons), SYSC 4.6 (Management responsibilities maps for non-UK relevant authorised persons), SYSC 4.8 (Senior management responsibilities for third country relevant authorised persons: allocation of responsibilities), SYSC 4.7 (Senior management responsibilities for UK relevant authorised persons: allocation of responsibilities), SYSC 4.9 (Handover procedures and material) and SYSC 5.2 (Certification regime) apply in accordance with the rules in those sections. …
Part 3 Tables summarising the application of the common platform requirements to
different types of firm
…
3.3A R SYSC 1 Annex 1 3.3R(1)(b) does not apply to a firm in relation to the requirements in SYSC 4.5 (Management responsibilities maps for UK relevant authorised persons), SYSC 4.6 (Management responsibilities maps for non-UK relevant authorised persons), SYSC 4.7 (Senior management responsibilities for UK relevant authorised persons: allocation of responsibilities), SYSC 4.8 (Senior management responsibilities for third country relevant authorised persons: allocation of responsibilities), SYSC 4.9 (Handover procedures and material) and SYSC 5.2 (Certification regime). …
Table A: Application of the common platform requirements in SYSC 4 to SYSC 10
Provision
SYSC 4
COLUMN A
…
COLUMN A+
…
COLUMN A++
…
COLUMN B
…

FCA 2018/XX
… … … … …
SYSC 4.5 Whole
section
applies to UK relevant authorised persons only Not applicable Not applicable Whole section applies to relevant authorised persons only. All rules apply as rules and not as guidance. SYSC 4.6 Applies to EEA relevant authorised persons and third country relevant authorised persons in accordance with the rules in SYSC 4.6 Not applicable Not applicable Whole section applies to relevant authorised persons only. All rules apply as rules and not as guidance. SYSC 4.7 Whole
section
applies to UK relevant authorised persons only Not applicable Not applicable Whole section applies to relevant authorised persons only. All rules apply as rules and not as guidance. SYSC 4.8 Applies to third country relevant authorised persons only Not applicable Not applicable Whole section applies to relevant authorised persons only. All rules apply as rules and not as guidance. SYSC 4.9 Whole
section
applies to third country relevant authorised persons and UK relevant authorised persons only Not applicable Not applicable Whole section applies to relevant authorised persons only. All rules apply as rules and not as guidance. Provision SYSC 5 COLUMN A … COLUMN A+ … COLUMN A++ … COLUMN B … … … … … …

FCA 2018/XX
SYSC 5.2 Whole
section
applies to relevant authorised persons only.
All rules apply as rules and not as guidance.
Not applicable Not applicable Whole section applies to relevant authorised persons only. All rules apply as rules and not as guidance. … … … … …
Table B: Application of the common platform requirements in SYSC 4 to 10 to MiFID
optional exemption firms and third country firms Provision COLUMN A MiFID optional exemption firms COLUMN B Third country firms SYSC 4 … SYSC 4.5 Not applicable Not applicable SYSC 4.6 Not applicable Third country relevant authorised person: each provision applies as rule or guidance as shown in SYSC 4.6 SYSC 4.7 Not applicable Not applicable SYSC 4.8 Not applicable Third country relevant authorised person: each provision applies as rule or guidance as shown in SYSC 4.8 SYSC 4.9 Not applicable Third country relevant authorised person: each provision applies as rule or guidance as shown in SYSC 4.9 SYSC 5 … SYSC 5.2 Not applicable Third country relevant authorised person: each provision applies as

FCA 2018/XX rule or guidance as shown in SYSC 5.2 … … Delete SYSC 2.1.3R, SYSC 2.1.3AR, SYSC 2.1.3BG, SYSC 2.1.3CR, SYSC 2.1.3DR, SYSC 2.1.4R, SYSC 2.1.5G and SYSC 2.1.6G. The deleted text is not shown but [deleted] tags are added to each provision as shown below. 2 Senior management arrangements
2.1 Apportionment of responsibilities
…
2.1.3 R [deleted]
2.1.3A R [deleted]
2.1.3B G [deleted]
2.1.3C R [deleted]
2.1.3D R [deleted]
2.1.4 R [deleted]
2.1.5 G [deleted]
2.1.6 G [deleted]
…
Amend the following as shown.
2.2 Recording the apportionment
2.2.1 R (1) A firm must make a record of the arrangements it has made to satisfy
SYSC 2.1.1R (apportionment) and SYSC 2.1.3R (allocation) and take reasonable care to keep this up to date.

FCA 2018/XX
…
…
2.2.4 R (1) A Solvency II firm (including a large non-directive insurer) must
have, and maintain, a governance map which satisfies the following conditions:
(a) it complies, as applicable, with PRA Rulebook: Solvency II firms: Insurance – Allocation of Responsibilities, 5.1 and 5.2, or PRA Rulebook: Large Non-Solvency II firms – Allocation of Responsibilities, 5.1 and 5.2, as if those rules had been made by the FCA; (b) it includes details relating to all persons carrying out a significant influence function within the firm not already included under (a); (c) the details in (b) must give as much information as required by, as applicable, the PRA Rulebook: Solvency II firms:
Insurance – Allocation of Responsibilities, 5.1 or PRA Rulebook: Large Non-Solvency II firms – Allocation of Responsibilities, 5.1, as if those rules applied in relation to the persons in (b) and as if they had been made by the FCA; (d) where the FCA requires responsibilities to be allocated to a person carrying out a significant influence function, the governance map must clearly show the person allocated responsibilities; and (e) the details in (b) and (d) must be updated in the same way as required by, as applicable, PRA Rulebook: Solvency II firms:
Insurance – Allocation of Responsibilities, 5.2, or PRA Rulebook: Large Non-Solvency II firms – Allocation of Responsibilities, 5.2, as if those rules applied in relation to the persons in (b) and as if they had been made by the FCA. (2) A Solvency II firm must keep an up-to-date record of the scope of responsibilities for each approved person performing a significant influence function. (3) The scope of responsibilities record in (2), and each updated version, must:
(a) have the form and content, subject to amendments to keep it up to date, as required to be provided to the FCA or PRA on the application of an approved person to perform a significant influence function; and (b) be signed by the approved person and also an appropriate representative of the firm.

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(4) Where a firm amends its governance map to show changes in a person’s responsibilities it must also ensure that:
(a) the person concerned is informed in writing of the changes; and (b) the document recording the person’s scope of responsibilities is amended to show the changes. (5) Each version of the governance map and, separately, the document recording a person’s scope of responsibilities must be retained for ten years, or six years for large non-directive insurers, from the date on which it was superseded by a more up-to-date record, and the firm must be in a position to provide it to the FCA on request. (6) SYSC 2.2.4R(1) only applies to firms to whom PRA Rulebook:
Solvency II firms: Insurance – Allocation of Responsibilities, 5.1 and 5.2 or PRA Rulebook: Large Non-Solvency II firms – Allocation of Responsibilities, 5.1 and 5.2, applies. [deleted]
2.2.5 G Firms are not expected to update a person’s scope of responsibilities record
in SYSC 2.2.4R(2) more frequently than the governance map in SYSC 2.2.4R(1). [deleted]
2.2.6 R A small non-directive insurer must keep an up-to-date record of the scope of
responsibilities for each approved person performing a significant influence and must:
(1) retain each version of the record for six years from the date on which it was superseded by a more up-to-date record; (2) be in a position to provide any version of the record in (1) to the FCA on request; (3) ensure that the record in (1) and each updated version:
(a) has the form and content, subject to amendments to keep it up to date, as required, to be provided to the FCA or PRA on the application of an approved person to perform a significant influence function; and (b) is signed by the approved person and also an appropriate representative of the firm. [deleted]
2.2.7 G A firm applying for a person to be approved to perform a significant
influence function is required to submit with Form A (long and short form) a scope of responsibilities document (see SUP 10A Annex 4D). … 3 Systems and Controls

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…
3.2 Areas covered by systems and controls
…
3.2.9 G (1) SUP 10A.7.8R SUP 10C.6.1R uses SYSC 3.2.8R to describe the
controlled function, known as the compliance oversight function, of acting in the capacity of a director or senior manager to whom this function is allocated. … … Risk assessment
3.2.10 G …
(3) The term ‘risk assessment function’ refers to the generally understood concept of risk assessment within a firm, that is, the function of setting and controlling risk exposure. The risk assessment function is not an FCA controlled function itself, but for certain firms is part of the systems and controls function (CF28) it may fall under the PRA chief risk officer controlled function. … …
3.2.14 G …
(3) The requirements on firms with respect to approved persons are in
Part V of the Act (Performance of regulated activities) and SUP 10A
SUP 10C and the Senior Insurance Management Functions parts of the PRA Rulebook. … Internal audit
3.2.16 G …
(2) The term ‘internal audit function’ refers to the generally understood concept of internal audit within a firm, that is, the function of assessing adherence to and the effectiveness of internal systems and controls, procedures and policies. The internal audit function is not an FCA controlled function itself, but for certain firms is part of the is part of the systems and controls function (CF28) it may fall under the PRA chief risk officer controlled function.

FCA 2018/XX
…
…
4 General organisational requirements
4.1 General requirements
…
Application to a common platform firm
4.1.-2 G …
Subject Applicable rule or guidance
…
Management responsibilities maps for UK relevant authorised persons SYSC 4.5 Management responsibilities maps for non-UK relevant authorised persons SYSC 4.6 Senior management responsibilities for UK relevant authorised persons SYSC 4.7 Handover procedures and material SYSC 4.9 …
4.4 Apportionment of responsibilities
Application
4.4.1A R (-1) This section applies to: a limited scope core SMCR firm. (1) This section only applies to an authorised professional firm that is a limited scope core SMCR firm in respect of its non-mainstream regulated activities unless the firm is also conducting other regulated activities and has appointed approved persons to perform the FCA governing functions with equivalent responsibilities for the firm’s

FCA 2018/XX non-mainstream regulated activities and other regulated activities; . (2) activities carried on by a firm whose principal purpose is to carry on activities other than regulated activities and which is:
(a) an oil market participant; or
(b) a service company; or
(c) an energy market participant; or
(d) a wholly-owned subsidiary of:
(i) a local authority; or
(ii) a registered social landlord; or
(e) a firm with permission to carry on insurance mediation activity in relation to non-investment insurance contracts but no other regulated activity (except advising on P2P agreements); [deleted] (3) a credit firm which holds only a limited permission (other than a notfor-profit debt advice body) with respect to the relevant credit activity (as defined in paragraph 2G of Schedule 6 to the Act) for which it has limited permission; [deleted] (4) an incoming Treaty firm, an incoming EEA firm or a UCITS qualifier (but only SYSC 4.4.5R(2) applies for these firms); and [deleted] (5) This section applies to a sole trader that is a limited scope core SMCR firm, but only if they:
(a) he employs employ any person who is required to be approved under section 59 of the Act (Approval for particular arrangements) . ; or (b) are an approved person employer; or (b) have any certification employees. …
4.4.6 G Frequently asked questions about allocation of functions in SYSC 4.4.5R
Question Answer
1 Does an individual to whom a function is allocated under SYSC 4.4.5R need to be an An individual to whom a function is allocated under SYSC 4.4.5R will be performing the apportionment and oversight function (CF 8, see SUP 10A.7.1R) and an

FCA 2018/XX approved person or a certification employee? application must be made under section 59 of the Act for approval of the individual before the function is performed. There are exceptions from this in SUP 10A.1 (Approved persons - Application). The apportionment and oversight function does not apply to a relevant authorised person. However, a person performing the role in SYSC 4.4.5R will fall into the certification regime in SYSC 5.2 (Certification Regime), unless the person performing it is an approved person. A person performing the role in SYSC 4.4.5R may be an approved person because of another role that they perform (such as being an executive director). Yes … … … 3 What is meant by “appropriately allocate” in this context? The allocation of functions should be compatible with delivering compliance with Principle 3, SYSC 4.4.3R and SYSC 4.1.1R. The appropriate regulator FCA considers that allocation to one or two individuals is likely to be appropriate for most firms. … … … 7 If a firm has an individual as chief executive, must the functions be allocated to that individual? … If the firm chooses to allocate the functions to a director or senior manager responsible for the overall management of a relevant group division, the FSA FCA would expect that individual to be of a seniority equivalent to or greater than a chief executive of the firm for the allocation to be appropriate. See also Question 14. … … … 11 How does the requirement to allocate the functions in SYSC 4.4.5R apply to an overseas firm which is not an incoming EEA firm, incoming Treaty firm or UCITS qualifier? The firm must appropriately allocate those functions to one or more individuals, in accordance with SYSC 4.4.5R, but:
…
The apportionment and oversight function applies to such a firm, unless it falls within a particular exception from the approved persons regime (see Question 1).

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12 How does the requirement to allocate the functions in SYSC 4.4.5R apply to an incoming EEA firm or incoming Treaty firm? SYSC 1 Annex 1.1.1R(2) and SYSC 1 Annex 1.1.8R restrict the application of SYSC 4.4.5R for such a firm. Accordingly:
…
(2) Such a firm is required to allocate the function of oversight in SYSC 4.4.5R(2). However, the systems and controls that must be overseen are those relating to matters which the appropriate regulator FCA, as Host State regulator, is entitled to regulate (there is guidance on this in SUP 13A
Annex 2). Those are primarily, but not
exclusively, the systems and controls relating to the conduct of the firm’s activities carried on from its UK branch. … 13 What about a firm that is a partnership or a limited liability partnership? The appropriate regulator FCA envisages that most if not all partners or members will be either directors or senior managers, but this will depend on the constitution of the partnership (particularly in the case of a limited partnership) or limited liability partnership. A partnership or limited liability partnership may also have a chief executive (see Question 5). A limited liability partnership is a body corporate and, if a member of a group, will fall within SYSC 4.4.5R, row (1) or (2). … … … … 6 Compliance, internal audit and financial crime
6.1 Compliance
…
6.1.4-C G (1) This guidance is relevant to a relevant authorised person an SMCR firm required to appoint a compliance officer under SYSC 6.1.4R. …

FCA 2018/XX
…
6.2 Internal audit
…
6.2.1B G (1) This guidance is relevant to a relevant authorised person an SMCR firm required to establish and maintain an internal audit function under article 24 of the MiFID Org Regulation. …
6.2.2 G …
(2) For a firm that is not a relevant authorised person an SMCR firm, the internal audit function is not a controlled function itself, but is part of the systems and controls function or the PRA’s systems and controls controlled function (CF28). (3) For a relevant authorised person an SMCR firm, the internal audit function is a PRA controlled function (SMF5). … 7 Risk control
7.1 Risk control
…
7.1.8 G …
(3) For a firm that is not a relevant authorised person an SMCR firm, the risk management function is not a controlled function itself, but is
part of the systems and controls function or the PRA’s systems and
controls controlled function (CF28).
(4) For a relevant authorised person an SMCR firm, the risk management function is a PRA controlled function (SMF4). … Additional rules for CRR firms …
7.1.23 G (1) This guidance is relevant to a relevant authorised person an SMCR
dual regulated banking sector firm that has appointed a head of the risk management function. …

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…
18 Whistleblowing
18.1 Application and purpose
Application
18.1.1A R This chapter applies to:
…
(3) in relation to SYSC 18.3.6R and SYSC 18.3.10R, EEA relevant authorised persons SMCR dual regulated banking sector firms and third-country relevant authorised persons SMCR dual regulated banking sector firms only in relation to a branch maintained by them in the United Kingdom; and … 18.1.1AA G Firms are reminded that for the purpose of SYSC 18 (except for SYSC 18.3.9G) “firm” has the specific meaning set out in paragraph (8) of that definition in the Glossary, namely:
“(8) (in SYSC 18, with the exception of the guidance in SYSC 18.3.9G):
(a) a UK relevant authorised person SMCR dual regulated banking sector firm except a small deposit taker; and … …
18.3 Internal arrangements
…
Reporting of concerns by employees to regulators
18.3.6 R This rule applies to a firm, an EEA relevant authorised person SMCR dual
regulated banking sector firm and a third-country relevant authorised person SMCR dual regulated banking sector firm. … … Additional rules for UK branches
18.3.10 R (1) This rule applies where an EEA relevant authorised person SMCR
dual regulated banking sector firm or a third-country relevant authorised person SMCR dual regulated banking sector firm has:

FCA 2018/XX
(a) a branch in the United Kingdom; and
(b) a group entity which is a UK relevant authorised person SMCR dual regulated banking sector firm. (2) An EEA relevant authorised person SMCR dual regulated banking sector firm and a third-country relevant authorised person SMCR dual regulated banking sector firm must, in the manner described in (3), communicate to the UK-based employees of its UK branch:
(a) the whistleblowing arrangements of the group entity that is a UK relevant authorised person SMCR dual regulated banking sector firm; and … (2) (3) … …
18.4 The whistleblowers’ champion
18.4.1 G (1) A UK relevant authorised person SMCR dual regulated banking
sector firm is required under SYSC 4.7.5R(1) SYSC 24.2.1R to allocate the FCA-prescribed senior management responsibility for acting as the firm’s whistleblowers’ champion. … … 21 Risk control: additional guidance
21.1 Risk control: guidance on governance arrangements
…
Chief Risk Officer
21.1.2 G …
(2) Firms will need to seek the appropriate regulator’s approval for a Chief Risk Officer to perform:
(a) (for a relevant authorised person an SMCR firm) the PRA’s Chief Risk Function controlled function; or (b) (for any other firm) the systems and controls function (see SUP 10A (FCA approved persons)) or the relevant PRA controlled function.

FCA 2018/XX
…
…
21.1.4A G (1) This guidance is relevant to a relevant authorised person an SMCR dual regulated banking sector firm that has appointed a chief risk officer. … … 22 Regulatory references …
22.6 Giving and updating references: additional rules and guidance for SMCR
firms
…
Requirement to consider whether there has been a conduct breach
22.6.3 G …
(4) SYSC TP 5.4.5R disapplies the The requirement in (1) is disapplied for disciplinary action taken before 7 March 2017 or, in the case of SMCR dual regulated banking sector firms, 7 March 2016 certain specified dates, where an SMCR dual regulated banking sector firm’s records do not record whether previous conduct subject to disciplinary action amounted to a breach. The date differs between different types of SMCR firms. SYSC TP 5 and SYSC TP 7 set out those specified dates and other details. …
22.8 Additional rules and guidance for all firms
…
22.8.4 R When an SMCR firm is permitting or appointing someone to perform a
controlled function whose approval is given under SUP 10A.1.15R or SUP 10A.1.16R (appointed representatives of SMCR firms), the requirements of this chapter for firms that are not SMCR firms apply in place of the requirements that only apply to SMCR firms. … 22 Annex 1R Template for regulatory references given by SMCR firms and disclosure requirements …

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Part Two: Definitions used in Part One
…
Section One: Meaning of certain terms and phrases
Defined term or phrase Meaning
…
Question (F) This question is subject to SYSC TP 5.4.5R and SYSC TP 7.4.5R (where there is no need to disclose disciplinary action that took place before certain dates if the firm’s records do not show whether there was a breach of individual conduct requirements). … 22 Annex Factors to take into account when asking for and giving regulatory references Matters to take into account Comments … (C) Section 5 of the relevant Form A in SUP 10A Annex 4 (Application to perform controlled functions under approved persons regime) or SUP 10C Annex 2 3 (Application to perform senior management functions) … … 24 Senior managers and certification regime: Allocation of prescribed responsibilities
24.1 Application
…
Territorial scope

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24.1.3 R There is no territorial limitation on the application of this section chapter,
subject to SYSC 24.1.5R SYSC 24.1.4R.
…
24.2 Allocation of FCA-prescribed senior management responsibilities: Main
allocation rules
…
24.2.6 R Table: FCA-prescribed senior management responsibilities
…
Part Two (only applies to certain banks and insurance sector firms)
FCA-prescribed senior management responsibility Explanation Reference letter … (2) Responsibility for monitoring the effective implementation of policies and procedures for the induction, training and professional development of all the firm’s:
(a) persons performing designated senior management functions on behalf of the firm SMF managers; and (b) key function holders; other than members of the firm’s governing body. Key function holder has the same meaning as it does in the Glossary Part of the PRA Rulebook. (g) …
Part Four (functions applying in specified situations)

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FCA-prescribed senior management responsibility Explanation Reference letter … (3) Responsibility for:
(a) safeguarding the independence of; and (b) oversight of the performance of; the internal audit function, in accordance with the internal audit requirements for SMCR firms. … … … … …
Annex 1
Which FCA-prescribed senior management responsibilities apply to which kind of firm … Banking sector firms …
2.3 R Table: FCA-prescribed senior management responsibilities applying to
banking sector firms
Brief description of responsibility
Reference letter of responsibility
UK firm Small UK firm
Thirdcountry firm
…
Training of staff performing designated senior management responsibilities See Note (2) (g)  × ×

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…
Note (1): the categories of firm in the column headings of this table are to be interpreted in accordance with the classification of firms in SYSC 24 Annex 1 2.1R. Therefore:
(1) (a) Column three (UK firm) refers to SYSC 24 Annex 1 2.1R(2)(a); (2) (b) Column four (Small UK firm) refers to SYSC 24 Annex 1 2.1R(2)(b); and (3) (c) Column five (Third-country firm) refers to SYSC 24 Annex 1 2.1R(2)(c). Note (2): Paragraph (b) of this FCA-prescribed senior management responsibility (key function holder) does not apply to any firm in this table. 25 Senior managers and certification regime: Management responsibilities maps and handover procedures and material …
25.8 Management responsibilities maps: Records
…
25.8.3 R (1) This rule applies to a Solvency II firm (including a large nondirective insurer) to which SYSC 25.1.1R(3) (Main application
rules) applies.
(2) A firm must retain each version of its management responsibilities map for:
(a) (in the case of a large non-directive insurer) six years; or (b) (in any other case) ten years; from the date on which it was superseded by a more up-to-date version. (3) A firm must be prepared to provide each version to the FCA on request for as long as the firm is required to retain it. … 25 Annex 1G Examples of the business activities and functions of an SMCR firm Business areas and management functions Explanation …

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(30) The firm’s information technology This includes cybersecurity. (31) Business continuity planning If SYSC 4.1.6R and SYSC 4.1.7R (Business continuity) apply to the firm, this includes the systems and policies used to comply with those rules. It includes operational continuity, resilience and strategy. (32) Outsourcing, procurement and vendor management Management of services shared with other group members (33) Internal operations … 27 Senior managers and certification regime: Certification regime …
27.7 Definitions of the FCA-specified significant-harm functions
…
27.7.9 G For the purposes of the definition of the significant management FCAspecified significant-harm function, the following additional factors about
the firm should be considered:
(1) the size and significance of the firm’s business in the United Kingdom – for example, a firm carrying on designated investment business may have a large number of certification employees (for example, in excess of 100 individuals); or a firm carrying on general insurance business may have gross written premiums in excess of £100m; … … Sch 1 Record keeping requirements … Sch 1.2G Handbook Subject of Contents of When record must Retention

FCA 2018/XX reference record record be made period SYSC 2.2.1R … … … Six 6 years from the date on which the record is superseded by a more up-todate record SYSC 2.2.4R Governance map and scope of responsibilitie s for certain approved persons of Solvency II firms As stated in rule The records should be kept up to date, as stated in the rule 10 years from the date superseded, or 6 years for large non-directive insurers. SYSC 2.2.6R Scope of responsibilitie s for certain approved persons of small nondirective insurers As stated in rule The records should be kept up to date, as stated in the rule 6 years from the date superseded. … … … … … SYSC 4.5.21G Past versions of a firm’s management responsibilitie s maps Past versions of a firm’s management responsibiliti es maps SYSC 4.5.21G does not itself impose requirements but says that past versions of a firm’s management responsibiliti es maps are an important
part of its
records
SYSC 4.5.21G does not itself impose requirements but says that past versions of a firm’s management responsibilities maps are an important part of its records SYSC 4.6.14G and SYSC 4.6.28G Applies SYSC 4.5.21G to non-UK relevant authorised See entry for SYSC 4.5.21G See entry for SYSC 4.5.21G See entry for SYSC 4.5.21G

FCA 2018/XX persons
SYSC 25.9.5R Steps taken to comply with
SYSC 25.9.4R
(Information to be made available to new manager) Adequate Adequate time None specified. … … … … … SYSC 22.9.1R … … … … SYSC 25.8.1G Past versions of a firm’s management responsibilitie s maps Past versions of a firm’s management responsibiliti es maps SYSC 25.8.1G does not itself impose requirements but says that past versions of a firm’s management responsibiliti es maps are an important
part of its
records
SYSC 25.8.1G does not itself impose requirements but says that past versions of a firm’s management responsibilities maps are an important part of its records SYSC 25.8.3R Past versions of a firm’s management responsibilitie s maps Past versions of a firm’s management responsibiliti es maps None specified 10 years from the date superseded, or 6 years for large non-directive insurers SYSC 25.9.5R Steps taken to comply with SYSC 25.9.4R (Information to be made available to new manager) Adequate Adequate time None specified …

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Sch 5 Rights of action for damages
…
Sch 5.4G …
Chapter/
Appendix
Section/
Annex
Paragraph Right of action under section 138D For private person? Removed? For other person? … … … … … … SYSC 23 to SYSC 27 No No … TP 5 Financial Services (Banking Reform) Act 2013: Certification and regulatory references Note to the reader 5.1.1-2 G (1) SYSC TP 5 has not been amended to reflect changes in the FCA Handbook and Glossary since the beginning of 2018. This is because it is made up of transitional provisions that mostly expired before then. (2) A small number of provisions may have effect beyond that date. To help the reader, the table in SYSC TP 5.1.1-1G explains how superseded Glossary terms in SYSC TP 5 should be interpreted. 5.1.1-1 G Table: meaning of superseded Glossary terms Term in SYSC TP 5 Term that has replaced it Comment relevant authorised person SMCR dual regulated banking sector firm full scope regulatory reference firm Any of the following:
(a) an SMCR dual regulated banking sector firm; (b) a Solvency II firm; or SYSC TP 5.4.2R refers to SYSC 22.2.1R (Obligation to obtain a regulatory reference). On 7 March 2017 (the date referred to in SYSC TP 5.4.2R), SYSC

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(c) a large non-directive insurer.
22.2.1R applied to what were then called full scope regulatory reference firms. Purpose of SYSC TP 5
5.1.1 G …
…
…
After SYSC TP 6 (Transitional Provision 6) insert a new SYSC TP 7. The text is not underlined. TP 7 Bank of England and Financial Services Act 2016: Certification and regulatory references
7.1 Application and purpose
7.1.1 R (1) Subject to (2) to (4), SYSC TP 7 applies to SMCR firms.
(2) Subject to (5), SYSC TP 7 does not apply to an SMCR dual regulated banking sector firm. (3) SYSC TP 7.4.2R and SYSC TP 7.4.3G do not apply to a firm in the insurance sector except to a small non-directive insurer. (4) SYSC TP 7.4.4R does not apply to a firm in the insurance sector except that:
(a) it applies to a small non-directive insurer; and (b) it applies to any firm in the insurance sector where the requirement to obtain a reference only arises under SYSC 22.2.1R(1)(b) (certification). (5) SYSC TP 7.4.5R and SYSC TP 7.4.6G apply to all firms.
7.1.2 G SYSC TP 7:
(1) explains how the certification regime described in SYSC 27 applies during the certification transitional periods described in SYSC TP 7.2.1G; and (2) has certain transitional provisions dealing with SYSC 22 (Regulatory references).

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7.1.3 G (1) The main time period for which SYSC TP 7 operates is 2018 to 2020.
(2) There are transitional provisions that can apply beyond that period. They are based on events occurring during that period.
7.1.4 G SYSC TP 7.5.2R has a glossary of terms used in SYSC TP 7 which have
meanings that only apply in SYSC TP 7. These terms appear in bold type in SYSC TP 7.
7.2 Certification: The certification transitional period
7.2.1 G The obligation in section 63E(1) of the Act for an SMCR firm to take
reasonable care to ensure that no employee of the firm performs an FCA specified significant-harm function, unless the firm has issued the employee with a valid certificate, does not apply until the end of the certification transitional period.
7.2.2 G However, other parts of the Handbook and the Act about certification
employees apply in the certification transitional period.
7.2.3 G The table in SYSC TP 7.2.4G explains how the requirements of the
Handbook and the Act about certification employees apply in the certification transitional period.
7.2.4 G Table: How the certification regime applies in the certification transitional
period
Provision in the Act or the
Handbook
What that provision is about How it applies in the Certification Transitional Period Glossary definition of certification employee During the certification transitional period, the Glossary definition of certification employee covers everyone who would need a certificate to perform their job if the obligation to issue certificates were in force SYSC 27.2 and the parts of the Act on which it gives guidance Issuing certificates and fitness Does not apply SYSC 27.3 Territorial scope of the certification regime

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SYSC 27.4 General material about the scope of the certification regime Applies for the purpose of those parts of the FCA Handbook and the Act that are in force as described in this
table
SYSC 27.5 Exclusions for emergency and temporary appointments SYSC 27.6 Specification of functions SYSC 22 Regulatory references No requirement to obtain a reference when appointing someone as a certification employee SYSC 25 SYSC 25 says that the management responsibilities map should say whether persons described or identified in the management responsibilities map are certification employees Applies to everyone who would need a certificate to perform their job if the obligation to issue certificates was in force COCON Applies to everyone who would need a certificate to perform their job if the obligation to issue certificates was in force. This applies even if they have not been notified:
(a) that COCON applies to them; or
(b) of the rules that apply to them.
COCON also applies to those who would have been excluded from the certification regime by SYSC 27.5.1R(1) (Emergency appointments) or SYSC 27.5.3R (Temporary UK role).
Section 64B of
the Act
Firm should ensure that all persons subject to COCON are notified Firm should take reasonable steps to ensure that those persons understand how COCON applies to them. Applies to everyone who would need a certificate to perform their job if the

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The parts of
SUP 15.3 that deal with
COCON breaches
Notifying a significant breach of COCON to the FCA obligation to issue certificates was in force
Section 64C of
the Act and
SUP 15.11
Notifying the FCA of disciplinary action
7.3 General material about certification
7.3.1 G (1) SYSC 27.5.1R (Emergency appointments) allows a firm to appoint
someone (P) to perform a function which would normally be an FCA-specified significant-harm function without P becoming a certification employee. There is a maximum period for which the appointment can last. (2) When calculating the maximum time period in (1), the firm need not take into account any time spent by P before the general commencement date performing what will become the FCAspecified significant harm function in (1). (3) When a firm, after the end of the certification transitional period, is calculating the maximum time period in (1), the firm should take into account any time spent by P during the certification transitional period performing the FCA-specified significant harm function in (1).
7.3.2 G (1) SYSC 27.5.1R only applies where P (as referred to in SYSC TP
7.3.1G) is providing cover for a certification employee whose absence is reasonably unforeseen. (2) SYSC 27.5.1R may still apply if the absence referred to in (1) began before the general commencement date or during the certification transitional period.
7.3.3 G (1) Some FCA-specified significant harm functions only apply where the
place of performance of the function has a connection with the United Kingdom (for example, it is carried on there). (2) SYSC 27.5.3R (Temporary UK role (the 30-day rule)) allows a person (P) to carry on a function for a firm that would normally be an FCA-specified significant harm function because of its connection with the United Kingdom without P becoming a certification employee. There is a time limit on how long the firm can allow P to do this. (3) When calculating the time limit in (2), the firm need not take into account any time spent by P before the general commencement

FCA 2018/XX date performing functions with a United Kingdom connection. (4) When a firm, after the end of the certification transitional period, is calculating the maximum time period in (1), the firm should take into account any time spent by P during the certification transitional period performing functions with a United Kingdom connection.
7.4 Transitional provisions about regulatory references
7.4.1 R (1) If on the general commencement date an employee (P) is already
performing an FCA-specified significant harm function for an SMCR firm (A), the obligation under SYSC 22 (Regulatory references) for A to obtain a reference when issuing a certificate for P for that FCAspecified significant harm function does not apply. (2) If there has been a significant change in P’s responsibilities forming
part of that FCA-specified significant harm function as compared to
the position on the general commencement date, paragraph (1) ceases to apply from that time.
7.4.2 R SYSC 22.2.1R (Obligation to obtain a regulatory reference) does not apply to
an application for approval as an approved person that:
(1) is made before the general commencement date and is continued in force by SUP TP 10.7 (In-flight applications: Conversion); or (2) is made under SUP TP 10.15 (Applications of approved persons to take effect from the commencement date).
7.4.3 G SYSC 22.2.4R (Obligation to revise references) does not apply to references
given before the general commencement date.
7.4.4 R Question (F) (disciplinary action) in Part One of SYSC 22 Annex 1R
(Template for regulatory references given by SMCR firms and disclosure requirements) does not require disclosure of breaches of individual conduct requirements referred to in question (F) if:
(1) the disciplinary action referred to in that item took place before the general commencement date; and (2) the firm’s records do not show whether the conduct that was subject to disciplinary action amounted to a breach of those individual conduct requirements.
7.4.5 R If:
(1) a firm (A) asks another firm (B) for a reference before the general commencement date; but

FCA 2018/XX
(2) B gives the reference after that date; SYSC 22 (Regulatory references) in the form it is in at the time in (2) applies to B.
7.4.6 G SYSC 22 in the form it is in after the general commencement date applies
to a reference requested or given after the general commencement date even if the matters covered by the reference occurred before then.
7.5 Terms used in SYSC TP 7
7.5.1 R The terms in the first column of the table in SYSC TP 7.5.2R, where they
appear in bold in SYSC TP 7, have the meaning in the corresponding row of column 2 for the purposes of SYSC TP 7.
7.5.2 R Table: glossary of bespoke terms used in SYSC TP 7
Part One: General
Defined term Meaning insurance sector a firm is in the insurance sector if it is in the insurance sector under Part Three of SYSC 23 Annex 1 (Definition of insurance sector).
Part Two: Dates
Defined term Meaning: Insurers Meaning: Others certification transitional period [ ] 2018 to [ ] 2019 [the one year period following the main commencement date for insurers] [ ] 2019 to [ ] 2020 [the one year period following the main commencement date for soloregulated firms] general commencement date [ ] 2018 [the main commencement date for insurers] [ ] 2019 [the main commencement date for soloregulated firms] Note (1): Column (2) (Insurers) applies to a firm in the insurance sector (to the extent that SYSC TP 7 applies to such firms). Note (2): Column (3) (Others) applies to a core SMCR firm, an enhanced scope SMCR firm and a limited scope core SMCR firm.

FCA 2018/XX
Part 3: Comes into force [ ] 2019 [main commencement date for solo-regulated firms]
[Editor’s note: This Part takes into account changes proposed in Parts 1 and 2 of this Annex, as well as assuming the changes proposed in CP17/25 and 17/26 have been made.] 1 Application and purpose 1.1A Application … 1.1A.1 G The application of this sourcebook is summarised at a high level in the following table. The detailed application is cut back in SYSC 1 Annex 1 and in the text of each chapter. Type of firm Applicable chapters Insurer Chapters 2, 3, 12 to 18, 21, 22, 23, 24, 25, 26, 27 Managing agent Chapters 2, 3, 11, 12, 18, 21, 22, 23, 24, 25, 26, 27 Society Chapters 2, 3, 12, 18, 21, 22, 23, 24, 25, 26, 27 Any other SMCR firm Chapters 4 to 12, 18, 19D, 21, 22, 23, 24, 25, 26, 27 Every other firm Chapters 4 to 12, 18, 19D, 21, 22, 23, 24, 25, 26, 27 … 1.1A.1A G The application of this sourcebook to firms that are not PRA-authorised persons is summarised at a high level in the following table. The detailed application is cut back in SYSC 1 Annex 1 and in the text of each chapter. Type of firm Applicable chapters Full-scope UK AIFM Chapters 4 to 10, 12, 18, 19B, 21, 22, 23, 24, 25, 26, 27 BIPRU firm Chapters 4 to 10, 12, 18, 19C, 20, 21, 22, 23, 24, 25, 26, 27

FCA 2018/XX
(including a third-country
BIPRU firm)
IFPRU investment firm (including an overseas firm that would have been an IFPRU investment firm if it had been a UK domestic firm) Chapters 4 to 10, 12, 18, 19A, 20, 21, 22, 23, 24, 25, 26, 27 6 Compliance, internal audit and financial crime …
6.2 Internal audit
…
6.2.2 G …
(2) For a firm that is not an SMCR firm, the internal audit function is not a controlled function itself, but is part of the systems and controls function (CF28). (3) For an SMCR firm that is a PRA-authorised person, the internal audit function is a PRA controlled function (SMF5). For an enhanced scope SMCR firm it is an FCA controlled function (SMF5). … 7 Risk control
7.1 Risk control
…
7.1.8 G …
(3) For a firm that is not an SMCR firm, the risk management function is not a controlled function itself, but is part of the systems and controls function (CF28). (4) For an SMCR firm that is a PRA authorised person, the risk

FCA 2018/XX management function is a PRA controlled function (SMF4). For an enhanced scope SMCR firm it is an FCA controlled function. … 21 Risk control: additional guidance
21.1 Risk control: guidance on governance arrangements
…
Chief Risk Officer
21.1.2 G …
(2) Firms will need to seek the appropriate regulator's FCA’s or PRA’s (as appropriate) approval for a Chief Risk Officer to perform:
(a) (for an SMCR firm that is a PRA-authorised person) the PRA’s Chief Risk Function controlled function; or (b) (for any other firm an enhanced scope SMCR firm) the systems and controls function (see SUP 10A (FCA approved persons)) chief risk officer function. … 22 Regulatory references …
22.5 Giving references: additional rules and guidance for all firms
…
Breach of APER
22.5.12 G (1) An example of information that may be relevant under SYSC
22.2.2R(1) to (3) is the fact that the employee has breached a requirement in APER. (2) This means that any firm (not just one that is an SMCR firm) should consider whether it needs to disclose a breach of APER when giving a reference under this chapter. [deleted] … Criminal record checks
22.5.19 G A firm giving a reference need not include information from a criminal
records check it has carried out under Part V of the Police Act 1997 (Certificates of Criminal records, etc). The recruiting firm should carry out a criminal records check itself if necessary. SUP 10C.10.16R requires an

FCA 2018/XX
SMCR firm to carry out such a check when appointing an SMF manager or. SYSC 23.4 (Criminal record checks for certain directors) also requires certain SMCR firms to carry out a criminal records check when appointing a board director who is not an approved person. …
22.8 Additional rules and guidance for all firms
…
22.8.4 R When an SMCR firm is permitting or appointing someone to perform a
controlled function whose approval is given under SUP 10A.1.15R or SUP 10A.1.16R (appointed representatives of SMCR firms) SUP 10A (FCA Approved Persons in Appointed Representatives), the requirements of this
chapter for firms that are not SMCR firms apply in place of the requirements
that only apply to SMCR firms.
22.8.5 G A firm should ensure its appointed representative complies with the
requirements of this chapter when the appointed representative appoints an approved person under SUP 10A.1.15R to SUP 10A.1.16BR (appointed representatives) SUP 10A. … 22 Annex Factors to take into account when asking for and giving regulatory references Matters to take into account Comments … (C) Section 5 of the relevant Form A in SUP 10A Annex 4 (Application to perform controlled functions under approved persons regime) or SUP 10C Annex 3 (Application to perform senior management functions) … 23 Senior managers and certification regime: Introduction and classification …
23.3 Overview of the senior managers and certification regime
…

FCA 2018/XX
23.3.2 G The table in SYSC 23.3.3G gives more details about each of those three
elements. The first two columns of the table applies apply to all firms. The third column only covers firms that are not regulated by the PRA. …

FCA 2018/XX
Annex D
Amendments to the Code of Conduct sourcebook (COCON) In this Annex, underlining indicates new text and striking through indicates deleted text. [Editor’s note: Text takes into account the amendments proposed in the instrument in CP17/25 and 17/26 as if it was made.]
Part 1: Comes into force [ ] 2018 [main commencement date for insurance firms]
1 Application and purpose
1.1 Application
…
1.1.8 G …
1.1.8A R (1) This rule applies to a person (P):
(a) who is an approved person approved to perform a controlled function under SUP 10A.1.15R to SUP 10A.1.16BR (appointed representatives) in relation to an SMCR firm (F); and (b) to whom COCON also applies in P’s capacity as:
(i) an SMF manager of F; or
(ii) another person of the type listed in column one of the
table in COCON 1.1.2R (Table: To whom does
COCON apply?) where F is the SMCR firm referred to in that column. (2) COCON does not apply to conduct of P to the extent that:
(a) that conduct relates to the performance by P of functions:
(i) in (1)(a); or
(ii) in relation to the carrying on of a regulated activity by the appointed representative who is P’s APER employer; and (b) APER applies to that conduct. … 1 Annex Guidance on the role and responsibilities of non-executive directors of SMCR

FCA 2018/XX
1G firms subject to COCON
…
4 General approach to the role of a NED
…
4.3 Although NEDs who are subject to the senior management regime for SMF
managers or the approved persons regime for insurers have individual duties under that regime, the FCA views the regime and its application as consistent with the principle of collective decision-making. …
Part 2: Comes into force [ ] 2019 [main commencement date for solo-regulated firms]
[Editor’s note: Text in this Part takes into account the changes proposed in Part 1 of this
Annex.]
1 Application and purpose
1.1 Application
…
1.1.8A R (1) This rule applies to a person (P):
(a) who is an approved person approved to perform a controlled function under SUP 10A.1.15R to SUP 10A.1.16BR (appointed representatives) SUP 10A (FCA Approved Persons in Appointed Representatives) in relation to an SMCR firm (F); and … … …
Part 3: Comes into force [ ] 2020 [one year after main commencement date for soloregulated firms]
[Editor’s note: The material we are proposing to include in this Part of the annex is the material that is shown in the draft Restatement Instrument included in this CP (which shows

FCA 2018/XX how the text proposed in the instrument included in CP17/25 and 17/26 will be commenced) as coming into force on this date.]

FCA 2018/XX
Annex E
Amendments to the Threshold Conditions (COND) In this Annex, underlining indicates new text and striking through indicates deleted text.
Part 1: Comes into force [ ] 2018 [main commencement date for insurance firms]
2 The threshold conditions
…
2.5 Suitability
…
2.5.3 G (1) The emphasis of the threshold conditions set out in paragraphs 2E
and 3D of Schedule 6 of the Act is on the suitability of the firm itself. The suitability of each person who performs a controlled function will be assessed by the FCA and/or the PRA, as appropriate, under the approved persons regime (in relation to an FCA-approved person, see SUP 10A (FCA Approved Persons), SUP 10C (FCA senior management regime for approved persons in relevant authorised persons) (FCA senior managers regime for approved persons in SMCR firms) and FIT). In certain circumstances, however, the FCA may consider that the firm is not suitable because of doubts over the individual or collective suitability of persons connected with the firm. … …
2.5.6 G Examples of the kind of particular considerations to which the FCA may
have regard when assessing whether a firm will satisfy, and continue to satisfy, the threshold condition include, but are not limited to, whether:
…
(7) the firm has put in place procedures which are reasonably designed to:
…
(b) ensure that its approved persons and, in the case of relevant authorised persons SMCR firms, the rest of its conduct rules staff are aware of those requirements and standards under the regulatory system applicable to them, whether or not they are employed by the firm;

FCA 2018/XX
…
(d) determine that its approved persons and, in the case of relevant authorised persons SMCR firms, the rest of its conduct rules staff, are adhering to those requirements and standards; … (12) those persons who perform controlled functions under certain arrangements entered into by the firm or its contractors (including appointed representatives or, where applicable, tied agents) act with due skill, care and diligence in carrying out their controlled function (see APER 4.2 (Statement of Principle 2) or COCON 2.1.2R or managing the business for which they are responsible (see APER 4.7 (Statement of Principle 7) or COCON 2.2.2R, as applicable); …
Part 2: Comes into force [ ] 2019 [main commencement date for solo-regulated firms]
2 The threshold conditions
…
2.5 Suitability
…
2.5.3 G (1) The emphasis of the threshold conditions set out in paragraphs 2E
and 3D of Schedule 6 of the Act is on the suitability of the firm itself. The suitability of each person who performs a controlled function will be assessed by the FCA and/or the PRA, as appropriate, under the approved persons regime (in relation to an FCA-approved person, see SUP 10A (FCA Approved Persons in Appointed Representatives), SUP 10C (FCA senior managers regime for approved persons in SMCR firms) and FIT). In certain circumstances, however, the FCA may consider that the firm is not suitable because of doubts over the individual or collective suitability of persons connected with the firm. … …

FCA 2018/XX
Annex F
Amendments to the Statements of Principle and Code of Practice for Approved Persons (APER) In this Annex, underlining indicates new text and striking through indicates deleted text.
Part 1: Comes into force [ ] 2018 [main commencement date for insurance firms]
1.1A Application
Who?
1.1A.1 R APER applies to FCA-approved persons and PRA-approved persons who fall under (1) or (2) are either:
(1) approved persons of firms that are not: SMCR firms; or (a) relevant authorised persons; or (b) Solvency II firms or small non-directive insurers; or (2) approved persons approved to perform a controlled function in SUP 10A.1.15R to SUP 10A.1.16BR (appointed representatives appointed representatives). 1.1A.1A G (1) APER does not apply to FCA-approved persons or PRA-approved persons of relevant authorised persons, Solvency II firms or small non-directive insurers SMCR firms. COCON applies instead. For the purposes of APER (and SYSC, SUP 10A, COCON and DEPP) a large non-directive insurer is treated as and included in the Glossary definition of a Solvency II firm. (2) However, APER applies to approved persons approved to perform a controlled function under SUP 10A.1.15R to SUP 10A.1.16BR (appointed representatives appointed representatives) even if the appointed representative’s principal is a relevant authorised person or Solvency II firm an SMCR firm. What? 1.1A.2 R (1) APER applies to the performance by an approved person of:
(a) FCA controlled functions in SUP 10A (FCA Approved Persons) (whether or not approval has been sought and granted); and . (b) PRA controlled functions (whether or not approval has been sought and granted);

FCA 2018/XX in relation to the authorised persons in relation to which that person is an approved person. (2) APER also applies to the performance by an approved person of any other functions in relation to the carrying on of a regulated activity by the authorised persons referred to in (1) their approved person employer. (3) Subject to (4), APER does not apply to conduct to which COCON applies. (4) APER applies to conduct to which COCON does not apply under COCON 1.1.8AR (To what conduct does it apply?). … Coverage of APER 1.1A.6 G APER 1.1A.7G gives examples of the effect of APER 1.1A.1R and APER 1.1A.2R. The first column says whether the example involves an FCAapproved person in relation to one or two firms and the second column says whether the example involves a PRA-approved person. So for example if there is a “Yes” in both columns that means that the example concerns a person who has been approved both by the FCA and by the PRA. The third second column explains what functions APER covers in the scenario set out in the first two columns column. The table is divided between cases in which the person performs the controlled function for an FCA-authorised person and ones where the person does so for a PRA-authorised person. 1.1A.7 Table: Examples of what activities APER APER covers FCA approved PRA approved Coverage of APER APER FCA-authorised person (1) Yes, in relation to firm A Not applicable Applies to the FCA controlled function. Also applies to any other function performed for firm A in relation to the carrying on by firm A of a regulated activity even if it is not a controlled function. (2) Yes, in relation to firm A. No, in relation to firm B, Not applicable In relation to firm A, the answer is the same as for scenario (1). However, APER does not apply to any function that the approved person carries on in relation to firm B even if that function relates to regulated activities carried out by firm B. However, if the function that he performs they perform in relation to firm B is a controlled

FCA 2018/XX function the approved person and firm B may be subject to legal sanctions (see SUP 10A.13.1G to SUP 10A.13.2G). PRA-authorised person that is not a relevant authorised person, or a Solvency II firm or a small non-directive insurer. (3) Yes, in relation to firm A No The answer is the same as for scenario (1). (4) No Yes, in relation to firm A Applies to PRA controlled function. Also applies to any other function performed for firm A in relation to the carrying on by firm A of a regulated activity even if it is not a controlled function. (5) Yes, in relation to firm A Yes, in relation to firm A Applies to FCA controlled function and PRA controlled function. Also applies to any other function performed for firm A in relation to the carrying on by firm A of a regulated activity even if it is not a controlled function. (6) Yes, in relation to firm A. No, in relation to firm B, Yes, in relation to firm A. No, in relation to firm B, In relation to firm A, the answer is the same as for scenario (5). However, APER does not apply to any function that the approved person carries on in relation to firm B even if that function relates to regulated activities carried out by firm B. However, if the function that he performs in relation to firm B is a controlled function the approved person and firm B may be subject to legal sanctions (see SUP 10A.13.1G to SUP 10A.13.21G). PRA-authorised person that is a relevant authorised person, a Solvency II firm or a small non-directive insurer. (7) Yes, in relation to firm A No No. APER does not apply to approved persons of relevant authorised persons, Solvency II firms or small non-directive insurers. COCON applies instead. (8) No Yes, in relation to firm A The answer is the same as for scenario (7). (9) Yes, in relation to firm A Yes, in relation to firm A The answer is the same as for scenario (7).

FCA 2018/XX
1.1A.8 G (1) A person may be an approved person in relation to more than one firm. When that is the case, APER applies in relation to all those firms. (2) APER does not apply if the firm is a relevant authorised person or a Solvency II firm an SMCR firm, except for approved persons of an appointed representative of a relevant authorised person, a Solvency II firm or a small non-directive insurer an SMCR firm. (3) If a person is an approved person of a firm (A) that is not a relevant authorised person, a Solvency II firm or a small non-directive insurer an SMCR firm and also of another firm (B) that is either a relevant authorised person, a Solvency II firm or a small non-directive insurer an SMCR firm, the result is:
(a) APER applies to the approved person in relation to firm A; and (b) COCON applies to the approved person in relation to firm B. 1.1A.9 G (1) APER 1.1A refers to the authorised person in relation to which a person is an approved person’s approved person employer. It also refers to an approved person of a firm. … 3 Code of Practice for Approved Persons: general
3.1 Introduction
…
3.1.7A G Statements of Principle 1 to 4 apply to all approved persons. A person performing an accountable higher management function is also subject to the additional requirements set out in Statements of Principle 5 to 7 in performing that accountable function. Those responsible under SYSC 2.1.3R or SYSC 4.4.5R (Apportionment of responsibilities) for the firm’s apportionment obligation will be specifically subject to Statement of Principle 5 (and see, in particular, APER 4.5.6G). In addition, it will be the responsibility of any such approved person to oversee that the firm has appropriate systems and controls under Statement of Principle 7 (and see, in particular, APER 4.7.3G). … 4 Code of Practice for Approved Persons: specific …
4.5 Statement of Principle 5

FCA 2018/XX
…
4.5.6 G In the case of an approved person who is responsible under SYSC 2.1.3R (1)
or SYSC 4.4.5R(1) for dealing with the appointment of responsibilities under SYSC 2.1.1R or SYSC 4.4.3R, failing to take reasonable care to maintain a clear and appropriate apportionment of significant responsibilities among the firm’s directors and senior managers falls within APER 4.5.2G. …
4.7 Statement of Principle 7
…
4.7.3 G Failing to take reasonable steps to implement (either personally or through a
compliance department or other departments) adequate and appropriate systems of control to comply with the relevant requirements and standards of the regulatory system in respect of the regulated activities of the firm in question (as referred to in Statement of Principle 7) falls within APER 4.7.2G. In the case of an approved person who is responsible, under SYSC 2.1.3R(2) or SYSC 4.4.5R(2), with overseeing the firm’s obligation under SYSC 3.1.1R or SYSC 4.1.1R, failing to take reasonable care to oversee the establishment and maintenance of appropriate systems and controls falls within APER 4.7.2G. …
4.7.9 G In the case of the money laundering reporting officer, failing to discharge
the responsibilities imposed on them by the firm in accordance with SYSC 3.2.6IR or SYSC 6.3.9R falls within APER 4.7.2G.
4.7.10 G In the case of an approved person performing an accountable higher
management function responsible for compliance in respect of the following provisions, failing to take reasonable steps to ensure that appropriate compliance systems and procedures are in place falls within APER 4.7.2G:
(1) SYSC 3.2.8R; or [deleted]
…
…
Review and improvement of systems and procedures
4.7.14 G Where independent reviews of systems and procedures have been
undertaken and result in recommendations for improvement, the approved person performing an accountable higher management function should ensure that, unless there are good reasons not to, any reasonable recommendations are implemented in a timely manner (APER 4.7.10G 4.7.8G). What is reasonable will depend on the nature of the inadequacy and the cost of the improvement. It will be reasonable for the approved person

FCA 2018/XX performing an accountable higher management function to carry out a cost benefit analysis when assessing whether the recommendations are reasonable.
Part 2: Comes into force [ ] 2019 [main commencement date for solo-regulated firms]
[Editor’s note: Text in this Part takes into account the changes proposed in Part 1 of this
Annex.]
1A Application
Who?
1.1A.1 R APER applies to FCA-approved persons who are either:
(1) approved persons of firms that are not SMCR firms; or (2) approved persons approved to perform a controlled function in SUP 10A.1.15R to SUP 10A.1.16BR (appointed representatives) SUP 10A (FCA Approved Persons in Appointed Representatives). 1.1A.1A G (1) APER does not apply to FCA-approved persons of SMCR firms. COCON applies instead. (2) However, APER applies to approved persons approved to perform a controlled function under SUP 10A.1.15R to SUP 10A.1.16BR (appointed representatives) even if the appointed representative's principal is an SMCR firm. [deleted] What? 1.1A.2 R (1) APER applies to the performance by an approved person of FCA controlled functions in SUP 10A (FCA Approved Persons in Appointed Representatives) (whether or not approval has been sought and granted) . … (5) APER does not apply to conduct unless it is within the scope of
section 64A(5) of the Act (Rules of conduct).
…
Coverage of APER
1.1A.6 G APER 1.1A.7G gives examples of the effect of APER 1.1A.1R and APER 1.1A.2R. The first column says whether the example involves an FCAapproved person in relation to one or two firms. The second column

FCA 2018/XX explains what functions APER covers in the scenario set out in the first column. [deleted]
Table: Examples of what activities APER covers
FCA approved Coverage of APER
(1) Yes, in relation to firm A
Applies to the FCA controlled function. Also applies to any other function performed for firm A in relation to the carrying on by firm A of a regulated activity even if it is not a controlled function. (2) Yes, in relation to firm A. No, in relation to firm B, In relation to firm A, the answer is the same as for scenario (1). However, APER does not apply to any function that the approved person carries on in relation to firm B even if that function relates to regulated activities carried out by firm B. However, if the function that they perform in relation to firm B is a controlled function the approved person and firm B may be subject to legal sanctions (see SUP 10A.13.1G to SUP 10A.13.2G). 1.1A.8 G (1) A person may be an approved person in relation to more than one firm. When that is the case, APER applies in relation to all those firms. (2) APER does not apply if the firm is an SMCR firm, except for approved persons of an appointed representative of an SMCR firm. (3) If a person is an approved person of a firm (A) that is not an SMCR firm and also of another firm (B) that is an SMCR firm, the result is:
(a) APER applies to the approved person in relation to firm A; and (b) COCON applies to the approved person in relation to firm B. [deleted] 1.1A.9 G (1) APER 1.1A refers to an approved person’s approved person employer. It also refers to an approved person of a firm. (2) Under section 59 of the Act (Approval for particular arrangements) there are two kinds of approved person. (3) Section 59(1) of the Act describes the first. It covers a person who performs a controlled function under an arrangement entered into by an authorised person (“A”). In this case, APER 1.1A refers to A. (4) Section 59(2) of the Act describes the second. It covers a person who

FCA 2018/XX performs a controlled function under an arrangement entered into by a contractor ("B") of an authorised person (“A”). In this case, APER 1.1A refers to A (and not B). [deleted] … Replace the defined term “firm” wherever it appears in APER 2, APER 3 and APER 4 with the defined term “APER employer”. This change is not made in those provisions of APER amended in the following portion of this Part.
3.1 Introduction
…
3.1.7A G Statements of Principle 1 to 4 apply to all approved persons. A person performing an accountable higher management function is also subject to the additional requirements set out in Statements of Principle 5 to 7 in performing that accountable function. Those responsible under SYSC 4.4.5R (Apportionment of responsibilities) for the firm’s apportionment obligation will be specifically subject to Statement of Principle 5 (and see, in particular, APER 4.5.6G). In addition, it will be the responsibility of any such approved person to oversee that the firm has appropriate systems and controls under Statement of Principle 7 (and see, in particular, APER 4.7.3G). 3.1.7B G (1) Statements of Principle 1 to 4 apply to an approved person’s conduct in relation to:
(a) the appointed representative for which they work; and (b) things directly done for their approved person employer. (2) Statements of Principle 5 to 7 only apply to an approved person’s management functions in relation to the appointed representative for which they work. …
3.1.9 G (1) This paragraph deals with an approved person whose accountable
functions form part of:
(a) activities of their APER employer; or (b) circumstances relating to their APER employer; that are subject to the code and guidance in (2). (2) UK domestic firms A business that has its registered office (or, if it has no registered office, its head office) in the United Kingdom with a premium listing of equity shares are is subject to the UK Corporate

FCA 2018/XX
Governance Code, whose internal control provisions are amplified in the publication entitled ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting (September 2014)’ issued by the Financial Reporting Council. Firms regulated by the FCA in this category will be subject to that code as well as to the requirements and standards of the regulatory system. (3) In Where (1) applies, in forming an opinion whether approved persons have complied with its the requirements of the regulatory system, the FCA will give due credit for their following corresponding provisions in the UK Corporate Governance Code and related guidance. …
4.5 Statement of Principle 5
…
4.5.2 G In the opinion of the FCA, conduct of the type described in APER 4.5.3G,
APER 4.5.4G, APER 4.5.6G or APER 4.5.8G does not comply with Statement of Principle 5. …
4.5.6 G In the case of an approved person who is responsible under SYSC 4.4.5R(1)
for dealing with the appointment of responsibilities under SYSC 4.4.3R, failing to take reasonable care to maintain a clear and appropriate apportionment of significant responsibilities among the firm’s directors and senior managers falls within APER 4.5.2G. [deleted]
4.5.7 G Behaviour of the type referred to in APER 4.5.6G includes, but is not limited
to:
(1) failing to review regularly the significant responsibilities which the firm is required to apportion; (2) failing to act where that review shows that those significant responsibilities have not been clearly apportioned. [deleted] …
4.7 Statement of Principle 7
…
4.7.3 G Failing to take reasonable steps to implement (either personally or through a
compliance department or other departments) adequate and appropriate systems of control to comply with the relevant requirements and standards of the regulatory system in respect of the regulated activities of the firm APER employer in question (as referred to in Statement of Principle 7) falls within APER 4.7.2G. In the case of an approved person who is responsible,

FCA 2018/XX under SYSC 4.4.5R(2), with overseeing the firm’s obligation under SYSC 4.1.1R, failing to take reasonable care to oversee the establishment and maintenance of appropriate systems and controls falls within APER 4.7.2G. …
4.7.9 G In the case of the money laundering reporting officer, failing to discharge
the responsibilities imposed on them by the firm in accordance with SYSC 6.3.9R falls within APER 4.7.2G. [deleted]
4.7.10 G In the case of an approved person performing an accountable higher
management function responsible for compliance in respect of the following provisions, failing to take reasonable steps to ensure that appropriate compliance systems and procedures are in place falls within APER 4.7.2G:
[deleted]
(1) [deleted]
(2) SYSC 6.1.4R; or
(3) article 22(3) of the MiFID Org Regulation (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2-AR, SYSC 1
Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1
3.3R); or
(4) SYSC 6.1.4AR.
…
4.7.11A G Where the approved person is a proprietary trader under SUP 10A.9.10R, failing to maintain and comply with appropriate systems and controls in relation to that activity falls within APER 4.7.2G. [deleted] …

FCA 2018/XX
Annex G
Amendments to the Fit and Proper test for Employees and Senior Personnel sourcebook (FIT) [Editor’s note: We are not consulting on any changes to FIT except for those in the draft Restatement Instrument included with this CP (which deals with how the changes in the CP17/25 and 17/26 instrument will be commenced).]

FCA 2018/XX
Annex H
Amendments to the Training and Competence sourcebook (TC) In this Annex, underlining indicates new text and striking through indicates deleted text. Comes into force [ ] 2018 [main commencement date for insurance firms] 2 Competence
2.1 Assessing and maintaining competence
…
Notification requirements
2.1.31 R A firm must notify the FCA as soon as reasonably practicable after it
becomes aware, or has information which reasonably suggests, that any of the following events has occurred or may have occurred in relation to any of its retail investment advisers, and the event is significant:
…
(3) a retail investment adviser has failed to comply with a Statement of Principle APER or COCON (as applicable) in carrying out their controlled function or has failed to comply with COCON (as applicable); and … … App 6 Accredited bodies App 6.1 Accredited bodies
6.1.1 G …
…
Carrying out effective verification services … …
12. The FCA will expect an accredited body to have in place effective
procedures for carrying out its verification activities. These should include:

FCA 2018/XX
(1) verifying that each retail investment adviser who is a member of or subscriber to the accredited body’s verification service has made an annual declaration in writing that the retail investment adviser has, in the preceding 12 months, complied with APER or, for a relevant authorised person, complied with COCON (as applicable) and completed the continuing professional development required under TC 2.1.15R; … …
14. …
(b) a false declaration in relation to a retail investment adviser’s compliance with APER or COCON (as applicable). ; or (c) for a relevant authorised person , compliance with COCON. … Having appropriate systems and controls in place and providing evidence to the FCA of continuing effectiveness …
17. The FCA will expect an accredited body to have a code of ethics
and to ensure that its code of ethics and verification service terms and conditions do not contain any provisions that conflict with APER or COCON (as applicable). … … Sch 2 Notification requirements Sch 2.1 G Handbook reference Matter to be notified Contents of notification Trigger event Time allowed … … … … … (3) a retail investment adviser has failed to comply with a Statement of

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Principle
APER in carrying out his their controlled function or, in the case of a relevant authorised person an SMCR firm, has failed to comply with COCON; and …

FCA 2018/XX
Annex I
Amendments to the General Provisions (GEN) In this Annex, striking through indicates deleted text. Comes into force [ ] 2018 [main commencement date for insurance firms] Sch 4 Powers exercised … Sch 4.2 G Powers to make rules The following powers and related provisions in or under the Act have been exercised by the FCA to make the rules in GEN:
…
Section 60A (Vetting of candidates by relevant authorised
persons)
…
…
Sch 4.7 G Powers to direct, require or specify The following powers and related provisions in the Act have been exercised by the FCA in GEN to direct, require or specify:
…
Section 63ZA (Variation of senior manager’s approval at request
of relevant authorised person)
…
Section 63E (Certification of employees by relevant authorised
persons)
Section 64C (Requirement for relevant authorised persons to
notify regulator of disciplinary action)

FCA 2018/XX
…
…

FCA 2018/XX
Annex J
Amendments to the Prudential sourcebook for Investment Firms (IFPRU) In this Annex, underlining indicates new text and striking through indicates deleted text.
Part 1: Comes into force [ ] 2018 [main commencement date for insurance firms]
2 Supervisory processes and governance
…
2.4 Reporting of breaches
…
2.4.2 G SYSC 18 (Whistleblowing) contains requirements on UK relevant authorised
persons SMCR dual regulated banking sector firms and certain insurers (see SYSC 18.1.1AR) in relation to the adoption and communication of appropriate internal procedures for handling reportable concerns as part of an effective risk management system. SYSC 18.1.1CG provides that firms not otherwise subject to SYSC 18 may nonetheless wish to adopt the provisions in that chapter as best practice. …
Part 2: Comes into force [ ] 2019 [main commencement date for solo-regulated firms]
4 Credit risk
…
4.3 Guidance on internal ratings based approach: high level material
…
Corporate governance
4.3.8 G …
(2) The FCA expects an appropriate individual in a significant-influence function designated senior management function role to provide to the FCA on an annual basis written attestation that the rating system permissions required by the EU CRR have been carried out

FCA 2018/XX appropriately.
[Note: see articles 189 and 20(6) of the EU CRR and article 3(1)(7) of CRD] …

FCA 2018/XX
Annex K
Amendments to the Prudential sourcebook for Mortgage and Home Finance Firms, and Insurance Intermediaries (MIPRU) In this Annex, underlining indicates new text and striking through indicates deleted text. Comes into force [ ] 2018 [main commencement date for insurance firms] 2 Insurance and MCD mediation activity: responsibility, knowledge, ability and good repute …
2.2 Allocation of the responsibility for insurance mediation activity or MCD
credit intermediation activity
…
2.2.2 R The firm may allocate the responsibility for its insurance mediation activity
or MCD credit intermediation activity to an approved person (or persons) who is:
(1) (if the firm is not a relevant authorised person):
(a) performing:
(i) an FCA governing function; or
(ii) a PRA governing function;
(other than a person who is a non-executive director of the firm); or (b) performing the apportionment and oversight function; or (c) performing the significant management function in so far as it relates to dealing in investments as principal, disregarding
article 15 of the Regulated Activities Order (Absence of
holding out etc) (or agreeing to do so) or an activity which is not designated investment business; (2) (if a firm is a relevant authorised person) a director of the firm who:
(a) is not a non-executive director; and
(b) is an approved person of that firm. [deleted]
2.2.3 G (1) Typically a firm will appoint a director who is an approved person

FCA 2018/XX of that firm to direct its insurance mediation activity or MCD credit intermediation activity. A firm that is not a relevant authorised person may also appoint a person performing another FCA governing function or PRA governing function. (1A) A firm should not appoint someone performing one of the FCA’s or PRA’s non-executive director controlled functions or any other nonexecutive director. (1B) Where responsibility for a firm’s insurance mediation activity or MCD credit intermediation activity is allocated to a person performing a controlled function that is not in paragraph (1), the firm must ensure that the firm’s insurance mediation activity or MCD credit intermediation activity is appropriately allocated. If the apportionment and oversight function applies to the firm, the person performing the apportionment and oversight function with responsibility for the apportionment of responsibilities should carry out the allocation. (2) The descriptions of significant influence functions, other than the required functions, do not extend to activities carried on by an insurance intermediary with permission only to carry on insurance mediation activity and whose principal purpose is to carry on activities other than regulated activities (see SUP 10A.1.18 R). In this case, the firm may allocate the responsibility for the firm’s insurance mediation activity to one or more of the persons performing the apportionment and oversight function who will be required to be an approved person. (2A) Paragraph (2) does not apply to a relevant authorised person. (3) In the case of a sole trader, the sole trader will be responsible for the firm's insurance mediation activity or MCD credit intermediation activity, as applicable. [deleted] …

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Annex L
Amendments to the Conduct of Business sourcebook (COBS) In this Annex, underlining indicates new text and striking through indicates deleted text
Part 1: Comes into force [ ] 2018 [main commencement date for insurance firms]
19 Pensions supplementary provisions
…
19.5 Independent governance committees (IGCs)
…
19.5.8 G (1) A firm should consider allocating responsibility for the management
of the relationship between the firm and its IGC to a person at the firm holding an FCA significant-influence function or designated senior management function. … …
Part 2: Comes into force [ ] 2019 [main commencement date for solo-regulated firms]
19 Pensions supplementary provisions
…
19.5 Independent governance committees (IGCs)
…
19.5.8 G (1) A firm should consider allocating responsibility for the management
of the relationship between the firm and its IGC to a person at the firm holding an FCA significant-influence function or a designated senior management function. … …

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Annex M
Amendments to the Client Assets sourcebook (CASS) In this Annex, underlining indicates new text and striking through indicates deleted text.
Part 1: Comes into force [ ] 2018 [main commencement date for insurance firms]
1A CASS firm classification and operational oversight … 1A.3 Responsibility for CASS operational oversight 1A.3.1 R … (2) A CASS small firm that is not a relevant authorised person an SMCR firm must make the allocation in (1) to a director or senior manager who is approved to perform a significant influence function for that firm. 1A.3.1-A G The material in CASS 1A.3.1BG about how CASS 1A.3 fits into the FCA approved persons senior managers and certification regime for relevant authorised persons SMCR firms also applies to a CASS small firm and the function in CASS 1A.3.1R. However:
(1) the function in CASS 1A.3.1R is not an FCA specified significantharm function; and (2) the person performing that function will not necessarily be subject to the employee certification regime described in SYSC 27 (Certification Regime) (Senior managers and certification regime:
Certification regime).
…
1A.3.1B G (1) (a) CASS 1A.3.1AR describes the FCA controlled function known as the CASS operational oversight function (CF10a). The table of FCA controlled functions in SUP 10A.4.4R together with SUP 10A.7.9R specify the CASS operational oversight function as an FCA required function for a firm to which CASS 1A.3.1AR applies. (b) The CASS operational oversight function does not apply to a relevant authorised person an SMCR firm. For an SMCR firm, the function in CASS 1A.3.1AR is not a separate controlled function and performing that function does not require approval as an approved person. Paragraphs (1A) to

FCA 2018/XX
(4) describe how CASS 1A.3.1AR applies to SMCR firms.
(c) However, nothing in paragraphs (1A) to (4) affects the requirement for that function to be allocated to a single director or senior manager of sufficient skill and authority in accordance with CASS 1A.3.1AR and CASS 1A.3.2AR. (1A) There are three elements of the regime for SMCR firms that are particularly relevant to CASS 1A, although they do not all apply to all SMCR firms:
(a) a firm’s obligation to allocate certain responsibilities to its SMF managers (see SYSC 24 (Senior managers and certification regime: Allocation of prescribed responsibilities)); (b) a firm’s obligation to ensure that one or more of its SMF managers have overall responsibility for each of its activities, business areas and management functions (see SYSC 26 (Senior managers and certification regime: Overall and local responsibility)); and (c) the certification regime (see SYSC 27 (Senior managers and certification regime: Certification regime)). (2) (a) For a firm that is a UK relevant authorised person, the function in CASS 1A.3.1AR is not a separate controlled function and performing that function does not require approval as an approved person. This paragraph (2) explains how CASS 1A.3.1AR applies to an SMCR firm to which SYSC 24 and SYSC 26 both apply. (b) A UK relevant authorised person The firm must allocate overall responsibility for the firm’s compliance with CASS to one of its SMF managers (see SYSC 4.7.5R SYSC 24.2.1R). That responsibility is an “FCA-prescribed senior management responsibility”. The full list of FCA-prescribed senior management responsibilities is in the table in SYSC 24.2.6R. (c) A UK relevant authorised person The firm may allocate the function in CASS 1A.3.1AR to the SMF manager in (b). (d) A UK relevant authorised person The firm may allocate the CASS FCA-prescribed senior management responsibility described in (b) to an SMF manager who does not perform any other function coming within the FCA approved persons regime for relevant authorised persons SMF managers in SMCR firms. See SUP 10C.7 (Other overall responsibility function (SMF18)) and SUP 10C.8.1R (Other local responsibility function (SMF22)) for details. Where this is

FCA 2018/XX the case, the manager will be performing the other overall responsibility function or the other local responsibility function. (e) A UK relevant authorised person The firm may choose to allocate the function in CASS 1A.3.1AR to someone who is not an approved person and SMF manager. If so:
(i) that person will be subject to the employee certification regime described in SYSC 27 (Senior managers and certification regime: Certification regime); (ii) that person will be subject to supervision by the SMF manager in (b); and (iii) the function in CASS 1A.3.1AR will be the CASS oversight FCA specified significant-harm function in SYSC 27.7.1R. (3) Broadly speaking, paragraph (2) applies to a third-country relevant authorised person, with certain differences In relation to an SMCR firm to which SYSC 24 applies but SYSC 26 does not apply, the guidance in sub-paragraphs (2)(b), (2)(c), and 2(e) applies, but the guidance in sub-paragraph (2)(d) does not apply. (a) SYSC 4.8.6R and SYSC 4.8.9R apply instead of SYSC 4.7.5R and SYSC 4.7.7R; (b) SUP 10C.8 applies instead of SUP 10C.7; (c) the other local responsibility function (SMF22) applies in place of the other overall responsibility function (SMF18). (4) (a) The position of an incoming EEA firm that has a top-up permission SMCR firm to which neither SYSC 24 nor SYSC 26 apply is slightly different. (b) The firm may choose to allocate the function in CASS 1A.3.1AR to an SMF manager. (c) The firm may instead choose to allocate the function in CASS 1A.3.1AR to someone who is not an SMF manager. (d) Where (c) applies, the person performing the function in CASS 1A.3.1AR will fall into the certification regime. (e) FCA-prescribed senior management responsibilities do not apply to an incoming EEA firm that has a top-up permission. There is no requirement in SYSC 4.7 or SYSC 4.8 that an SMF manager in an incoming EEA firm should have overall

FCA 2018/XX responsibility for CASS.
(f) Having responsibility for CASS may fall within the scope of the EEA branch senior manager function (SMF21). (g) However, having responsibility for CASS may not fall into any controlled function. 1A.3.1C R If, at the time a firm that is not a relevant authorised person an SMCR firm becomes a CASS medium firm or a CASS large firm in accordance with CASS 1A.2.12 R(1) or CASS 1A.2.12 R(2), the firm is not able to comply with CASS 1A.3.1AR because it has no director or senior manager who is an approved person in respect of the CASS operational oversight function, the firm must:
…
1A.3.1D G (1) CASS 1A.3.1CR provides a grace period for a firm that is not a relevant authorised person an SMCR firm to apply for someone to be approved to perform the CASS operational oversight function. (2) There is no equivalent to CASS 1A.3.1CR for a relevant authorised person an SMCR firm, because a person does not need specific FCA approval before carrying out the function. This is explained in (3) to (5), below. (3) As explained in CASS 1A.3.1BG(2), the function in CASS 1A.3.1AR is not, by itself, a controlled function. (4) Therefore, if an approved person is to perform the function for a relevant authorised person an SMCR firm, it can be allocated to any director or senior manager who is already an approved person who is suitable to carry it out. (5) If the function is to be carried out by a certification employee:
…
(b) the firm should:
(i) either issue them with a certificate under SYSC 27 (Senior managers and certification regime:
Certification regime) before the firm becomes a CASS medium firm or a CASS large firm; or … … 11 Debt management client money chapter …

FCA 2018/XX
11.3 Responsibility for CASS operational oversight
CASS small debt management firm other than a not-for-profit debt advice body
11.3.1 R …
(2) A firm that is not a relevant authorised person an SMCR firm must make the allocation in (1) to a director or senior manager approved to perform a significant influence senior management function in relation to that firm. … CASS large debt management firm: the CASS operational oversight function (CF10a)
11.3.3 G …
(3) In the case of a firm that is not a relevant authorised person an SMCR firm, the director or senior manager in (2) should be an approved person under the approved persons senior managers regime provided for in SUP. (4) However, the CASS operational oversight function does not apply to a relevant authorised person an SMCR firm. (4A) For an SMCR firm, the function in CASS 11.3.4R is not a separate controlled function and performing that function does not require approval as an approved person. Paragraphs (5) to (11) describe how CASS 11.3.4R applies to such firms. (4B) There are three elements of the regime for SMCR firms that are particularly relevant to CASS 11.3, although they do not all apply to all SMCR firms:
(a) a firm’s obligation to allocate certain responsibilities to its SMF managers (see SYSC 24 (Senior managers and certification regime: Allocation of prescribed responsibilities)); (b) a firm’s obligation to ensure that one or more of its SMF managers have overall responsibility for each of its activities, business areas and management functions (see SYSC 26 (Senior managers and certification regime: Overall and local responsibility)); and (c) the certification regime (see SYSC 27 (Senior managers and certification regime: Certification regime)). (5) For a firm that is a relevant authorised person, the function in CASS 11.3.4R is not a separate controlled function and performing that

FCA 2018/XX function does not require approval as an approved person. Paragraphs (6) to (9) explain how CASS 11.3.4R applies to an SMCR firm to which SYSC 24 and SYSC 26 apply. (6) A relevant authorised person The SMCR firm must allocate overall responsibility for the firm’s compliance with CASS to one of its SMF managers (see SYSC 4.7.5R SYSC 24.2.1R). That responsibility is an “FCA-prescribed senior management responsibility”. The full list of FCA-prescribed senior management responsibilities is in the table in SYSC 24.2.6R. (7) A relevant authorised person The SMCR firm may allocate the function in CASS 11.3.4R to the SMF manager in (6). (8) A relevant authorised person The SMCR firm may allocate the CASS FCA-prescribed senior management responsibility described in (6) to an SMF manager who does not perform any other function coming within the FCA approved persons senior managers and certification regime for relevant authorised persons SMCR firms. See SUP 10C.7 (Other overall responsibility function (SMF18)) and SUP 10C.8.1R (Other local responsibility function (SMF22)) for details. (9) A relevant authorised person The SMCR firm may choose to allocate the function in CASS 11.3.4R to someone who is not an approved person and SMF manager. If so:
(a) that person will be subject to the employee certification regime described in SYSC 27 (Certification Regime Senior managers and certification regime: Certification regime); (b) that person will be subject to supervision by the SMF manager in (6); and (c) the function in CASS 11.3.4R will be the CASS oversight FCA specified significant-harm function in SYSC 27.7.1R. (10) Broadly speaking, paragraphs (1) to (9) apply to a third-country relevant authorised person, with certain differences: In relation to an SMCR firm to which SYSC 24 applies but SYSC 26 does not apply the guidance in paragraphs (6), (7) and (9) applies, but the guidance in paragraph (8) does not apply. (a) SYSC 4.8.6R and SYSC 4.8.9R apply instead of SYSC 4.7.5R and SYSC 4.7.7R; (b) SUP 10C.8 applies instead of SUP 10C.7; (c) the other local responsibility function (SMF22) applies in place of the other overall responsibility function (SMF18).

FCA 2018/XX
(11) (a) The position of an incoming EEA firm that has a top-up permission SMCR firm to which neither SYSC 24 nor SYSC 26 apply is slightly different. (b) The firm may choose to allocate the function in CASS 11.3.4R to an SMF manager. (c) The firm may instead choose to allocate the CASS function to someone who is not an SMF manager. (d) Where (c) applies, the person performing the function in CASS 11.3.4R will fall into the certification regime. (e) FCA-prescribed senior management responsibilities do not apply to an incoming EEA firm that has a top-up permission. There is no requirement in SYSC 4.7 or SYSC 4.8 that an SMF manager in an incoming EEA firm should have overall responsibility for CASS. (f) Having responsibility for CASS may fall within the scope of the EEA branch senior manager function (SMF21). (g) However, having responsibility for CASS may not fall into any controlled function. …
11.3.5 R If, at the time a CASS debt management firm that is not a relevant
authorised person an SMCR firm becomes a CASS large debt management firm in accordance with CASS 11.2.8R, the firm is not able to comply with CASS 11.3.4R because it has no director or senior manager who is an approved person in respect of the CASS operational oversight function, the firm must:
…
11.3.5A G (1) CASS 11.3.5R provides a grace period for a firm that is not a relevant authorised person an SMCR firm to apply for someone to be approved to perform the CASS operational oversight function. (2) There is no equivalent to CASS 11.3.5R for a relevant authorised person an SMCR firm, because a person does not need specific FCA approval before carrying out the function. This is explained in (3) to (5), below. (3) As explained in CASS 11.3.3G, the function in CASS 11.3.5R is not, by itself, a controlled function. (4) Therefore, if an approved person is to perform the function for a relevant authorised person an SMCR firm, it can be allocated to any director or senior manager who is already an approved person who

FCA 2018/XX is suitable to carry it out.
…
Part 2: Comes into force [ ] 2019 [main commencement date for solo-regulated firms]
1A CASS firm classification and operational oversight 1A.3 Responsibility for CASS operational oversight 1A.3.1 R … (2) A CASS small firm that is not an SMCR firm must make the allocation in (1) to a director or senior manager who is approved to perform a significant influence function for that firm. [deleted] 1A.3.1-A G The material in CASS 1A.3.1BG about how CASS 1A.3 fits into the FCA senior managers and certification regime for SMCR firms also applies to a CASS small firm and the function in CASS 1A.3.1R. However :
(1) the function in CASS 1A.3.1R is not an FCA specified significantharm function; and (2) the person performing that function will not necessarily be subject to the employee certification regime described in SYSC 24 (Senior managers and certification regime: Allocation of prescribed responsibilities). … The approved persons senior managers regime and the certification regime 1A.3.1B G (1) (a) CASS 1A.3.1AR describes the FCA controlled function known as the CASS operational oversight function (CF10a). The table of FCA controlled functions in SUP 10A.4.4R together with SUP 10A.7.9R specify the CASS operational oversight function as an FCA required function for a firm to which CASS 1A.3.1AR applies. This paragraph CASS 1A.3.1BG describes how CASS 1A.3.1AR applies to SMCR firms. (b) The CASS operational oversight function does not apply to an SMCR firm. For an SMCR firm, the The function in CASS 1A.3.1AR is not a separate controlled function and performing that function does not require approval as an approved person. Paragraphs (1A) to (4) describe how CASS 1A.3.1AR applies to SMCR firms.

FCA 2018/XX
(c) However, nothing in paragraphs (1A) to (4) affects the requirement for that function to be allocated to a single director or senior manager of sufficient skill and authority in accordance with CASS 1A.3.1AR and CASS 1A.3.2AR. [deleted] … 1A.3.1C R If, at the time a firm that is not an SMCR firm becomes a CASS medium firm or a CASS large firm in accordance with CASS 1A.2.12R(1) or CASS 1A.2.12 R(2), the firm is not able to comply with CASS 1A.3.1AR because it has no director or senior manager who is an approved person in respect of the CASS operational oversight function, the firm must:
(1) take the necessary steps to ensure that it complies with CASS 1A.3.1AR as soon as practicable, which must at least include submitting an application for a candidate in respect of the CASS operational oversight function within 30 business days of the firm becoming a CASS medium firm or a CASS large firm; and (2) until such time as it is able to comply with CASS 1A.3.1AR, allocate to a director or senior manager performing a senior management function responsibility for:
(a) oversight of the firm’s operational compliance with CASS; (b) reporting to the firm’s governing body in respect of that oversight; and (c) completing and submitting the CMAR to the FCA in accordance with SUP 16.14. [deleted] 1A.3.1D G (1) CASS 1A.3.1CR provides a grace period for a firm that is not an SMCR firm to apply for someone to be approved to perform the CASS operational oversight function. (2) There is no equivalent to CASS 1A.3.1CR for an SMCR firm, because a person does not need specific FCA approval before carrying out the function. This is explained in (3) to (5), below. (3) As explained in CASS 1A.3.1BG(2), the function in CASS 1A.3.1AR is not, by itself, a controlled function. (4) Therefore, if an approved person is to perform the function for a an SMCR firm, it can be allocated to any director or senior manager who is already an approved person who is suitable to carry it out. (5) If the function is to be carried out by a certification employee:
(a) FCA approval is not needed because performance of a role that falls into the certification regime does not require FCA

FCA 2018/XX approval;
(b) the firm should:
(i) either issue them with a certificate under SYSC 27 (Senior managers and certification regime:
Certification regime) before the firm becomes a CASS medium firm or a CASS large firm; or (ii) give the function to a suitable approved person pending issue of the certificate. [deleted] … 1A.3.3 R (1) Subject to (2), a firm must make and retain an appropriate record of the person to whom responsibility is allocated in accordance with CASS 1A.3.1R, or CASS 1A.3.1AR or CASS 1A.3.1CR(2). … … 11 Debt management client money chapter …
11.3 Responsibility for CASS operational oversight
CASS small debt management firm other than a not-for-profit debt advice body
11.3.1 R …
(2) A firm that is not an SMCR firm must make the allocation in (1) to a director or senior manager approved to perform a significant influence function in relation to that firm. [deleted] … CASS large debt management firms firm: the CASS operational oversight function (CF10a)
11.3.3 G (1) CASS 11.3.4R describes the FCA controlled function known as the
CASS operational and oversight function (CF10a) in relation to CASS large debt management firms, including not-for-profit debt advice bodies. [deleted] (2) As a consequence of CASS 11.3.4R (in conjunction with SUP 10A.4.1R and SUP 10A.7.10R), in a CASS large debt management firm (including a not-for-profit debit advice body fitting into that category) the function described in CASS 11.3.4R is required to be discharged by a director or senior manager.

FCA 2018/XX
…
(4) However, the CASS operational oversight function does not apply to an SMCR firm. [deleted] …
11.3.5 R If, at the time a CASS debt management firm that is not an SMCR firm
becomes a CASS large debt management firm in accordance with CASS 11.2.8R, the firm is not able to comply with CASS 11.3.4R because it has no director or senior manager who is an approved person in respect of the CASS operational oversight function, the firm must:
(1) take the necessary steps to ensure that it complies with CASS 11.3.4R as soon as practicable, which must at least include submitting an application for a candidate in respect of the CASS operational oversight function within 30 business days of the firm becoming a CASS large debt management firm; and (2) until such time as it is able to comply with CASS 11.3.4R, allocate to a director or senior manager performing a significant-influence function responsibility for:
(a) oversight of the firm’s operational compliance with CASS; (b) reporting to the firm’s governing body in respect of that oversight; and (c) completing and submitting the CMAR to the FCA in accordance with SUP 16.14. [deleted] 11.3.5A G (1) CASS 11.3.5R provides a grace period for a firm that is not an SMCR firm to apply for someone to be approved to perform the CASS operational oversight function. (2) There is no equivalent to CASS 11.3.5R for an SMCR firm, because a person does not need specific FCA approval before carrying out the function. This is explained in (3) to (5), below. (3) As explained in CASS 11.3.3G, the function in CASS 11.3.5R is not, by itself, a controlled function. (4) Therefore, if an approved person is to perform the function for an SMCR firm, it can be allocated to any director or senior manager who is already an approved person who is suitable to carry it out. (5) If the function is to be carried out by a certification employee:
(a) FCA approval is not needed because performance of a role that falls into the certification regime does not require FCA approval;

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(b) the firm should:
(i) either issue them with a certificate under SYSC 27 (Senior managers and certification regime:
Certification regime) before the firm becomes a CASS medium firm or a CASS large firm; or (ii) give the function to a suitable approved person pending issue of the certificate. [deleted] …

FCA 2018/XX
Annex N
Amendments to the Supervision manual (SUP) In this Annex, underlining indicates new text and striking through indicates deleted text, unless otherwise stated. [Editor’s note: The text of SUP 10C and SUP 15.11 takes into account the amendments proposed in the CP17/25 and 17/26 instrument as if it was made.]
Part 1: Comes into force [ ] 2018 [shortly after instrument is made]
[Editor’s note: The material we are proposing to include in this Part is the amendments to SUP 10C.13 (Variation of conditional and time-limited approvals) that are shown in the draft Restatement Instrument included in this CP (which shows how the text proposed in the instrument included in CP17/25 and 17/26 will be commenced) as coming into force on this date.] Part2: Comes into force [ ] 2018 [about six months before main commencement date for insurance firms] After SUP 9 (Transitional Provisions in relation to the MiFID Regulation) insert a new SUP TP 10. The text is not underlined. TP 10 Bank of England and Financial Services Act 2016: Approved persons
10.1 Application and purpose
10.1.1 R (1) SUP TP 10 applies to SMCR firms.
(2) Subject to (3), SUP TP 10 does not apply to an SMCR dual regulated banking sector firm. (3) SUP TP 10.15 applies to every firm.
10.1.2 G SUP TP 10 has:
(1) procedures for converting existing approvals for the performance of controlled functions into approvals for the corresponding designated senior management functions; and (2) transitional provisions relating to the changes to the approved persons regime made by Part 2 of the Bank of England and Financial Services Act 2016 and the Individual Accountability (No 2) Instrument 2018.
10.1.3 G (1) The main time period for which SUP TP 10 operates is 2018 to 2019.

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(2) There are transitional provisions that can apply beyond that period. They are based on events occurring during that period.
10.1.4 G Most of SUP TP 10 relates SUP 10C.
10.1.5 G SUP TP 10.22 has a glossary of terms used in SUP TP 10 which have
meanings that only apply in SUP TP 10. These terms appear in bold type in SUP TP 10.
10.2 Conversion of existing approvals
10.2.1 R If the conditions set out in SUP TP 10.2.2R are met, a pre-implementation
approval in relation to a particular approved person (AP) and a particular SMCR firm (F) has effect on and after the commencement date as if it had been given in relation to the FCA-designated senior management function or FCA-designated senior management functions specified in SUP TP 10.2.2R(2) and (3).
10.2.2 R Those conditions are:
(1) the pre-implementation approval is in effect in relation to F:
(a) (where SUP TP 10.2.10R applies this condition) at the firm specific date; and (b) immediately before the commencement date; (2) AP is performing an FCA-designated senior management function in relation to F on the commencement date; (3) the pre-implementation approval in (1) is potentially convertible into approval for the FCA-designated senior management function in (2); and (4) (where SUP TP 10.2.10R applies this condition) F has notified the FCA:
(a) between the first notification date and the commencement date; (b) that it considers that the pre-implementation approval will be converted into approval for the FCA-designated senior management function in (2) under SUP TP 10.2.
10.2.3 R (1) A pre-implementation approval is potentially convertible into
approval for an FCA-designated senior management function if a single row within the applicable part of the mapping table in SUP TP 10.2.5R contains both:

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(a) the pre-implementation controlled function for which that pre-implementation approval was given; and (b) that FCA-designated senior management function. (2) An approval for a pre-implementation controlled function excluded from SUP TP 10 by SUP TP 10.4.2R is not potentially convertible into approval for any FCA-designated senior management function.
10.2.4 R (1) Part One of the table in SUP TP 10.2.5R applies to a firm in the
insurance sector.
(2) Part Two of the table in SUP TP 10.2.5R applies to a non-notifying firm (other than one in (1)). (3) Part Three of the table in SUP TP 10.2.5R applies to a notifying firm (other than one in (1)).
10.2.5 R Mapping table: Potential conversion of approval for existing controlled
functions into approval for designated senior management functions
Part One (insurance firms)
(1)
Pre-Implementation Controlled
Function
(2)
New FCA-designated senior management function Executive functions Director function (1) Executive director function (2) Partner function (3) Conduct risk oversight (Lloyd’s) function Chief executive function Chief executive function Director of unincorporated association function Executive director function Small friendly society function Executive director function Oversight functions Chair of the nomination committee function Chair of the nomination committee function Chair of the with-profits committee function Chair of the with-profits committee function

FCA 2018/XX
Systems and controls
Systems and controls function Other local responsibility function Required functions Compliance oversight function Compliance oversight function Money laundering reporting function Money laundering reporting function CASS operational oversight function (1) Other overall responsibility function (2) Other local responsibility function Significant management function Significant management function (1) Other overall responsibility function (2) Other local responsibility function (3) EEA branch senior manager function
Part Two (non-notifying solo-regulated firms)
(1)
Pre-Implementation
Controlled Function
(2)
New FCA-designated senior management function (3) Is notification required? Executive functions Director function Executive director function No Chief executive function (1) Chief executive function (2) Head of third country branch function No Partner function (1) Partner function (2) Executive director function No Director of unincorporated association function Executive director function No Small friendly society function Executive director function No

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Oversight functions
Non-executive director function
Chair of the governing body function
Yes
Required functions
Apportionment and oversight function
Limited scope function No
Compliance oversight function
Compliance oversight function
No
Money laundering reporting function
Money laundering reporting function
No
Significant management function
Significant management function
EEA branch senior manager function
No
Part Three (notifying solo-regulated firms)
(1)
Pre-Implementation Controlled
Function
(2)
New FCA-designated senior management function Executive functions Director function (1) Executive director function (2) Chief finance officer function (3) Chief risk officer function (4) Head of internal audit function (5) Group entity senior manager function (6) Chief operations function Chief executive function (1) Chief executive function (2) Chief finance officer function (3) Chief risk officer function (4) Head of internal audit function Partner function (1) Partner function (2) Chief finance officer function (3) Chief risk officer function

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(4) Head of internal audit function
Director of unincorporated association function (1) Executive director function (2) Chief finance officer function (3) Chief risk officer function (4) Head of internal audit function (5) Group entity senior manager function Small friendly society function (1) Executive director function (2) Chief finance officer function (3) Chief risk officer function (4) Head of internal audit function (5) Group entity senior manager function Oversight functions Non-executive director function (1) Chair of the governing body function (2) Chair of the risk committee function (3) Chair of the audit committee function (4) Chair of the remuneration committee function (5) Chair of the nomination committee function (6) Senior independent director function (7) Group entity senior manager function Systems and controls Systems and controls function (1) Chief finance officer function (2) Chief risk officer function (3) Head of internal audit function Required functions Compliance oversight function Compliance oversight function Money laundering reporting function Money laundering reporting function CASS operational oversight function Other overall responsibility function

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Significant management function
Significant management function (1) Other overall responsibility function (2) Chief operations function Note for Parts One to Three of this table All references to a new FCA-designated senior management function are to FCAdesignated senior management functions brought into force for the firm concerned by the Individual Accountability (No 2) Instrument 2018.
10.2.6 G If a pre-implementation controlled function does not apply to a firm
immediately before the commencement date, the applicable row of the
table in SUP TP 10.2.5R does not apply to it either.
10.2.7 G (1) The general principle is that a pre-implementation approval cannot
be converted to approval for an FCA-designated senior management function if that FCA-designated senior management function will not apply to the firm or to the particular approved person on the commencement date. (2) For example:
(a) If none of the FCA-designated senior management functions in a row of the table in SUP TP 10.2.5R apply to a firm on the commencement date, that row does not apply to the firm. (b) An example of (a) is that the row applying to the limited scope FCA-designated senior management function only applies to limited scope core SMCR firms. (c) The convertibility of the director function to the partner function for firms in the insurance sector only applies to a UK SMCR firm that is a partnership. (d) The convertibility of the partner function to the director function for FCA-authorised persons in Part Two of the table only applies to a non-UK SMCR firm that is a partnership.
10.2.8 G Another example of the principle in SUP TP 10.2.7G is that if:
(1) the result of SUP TP 10.2 would be that an approved person is deemed to be approved to perform the other overall responsibility function or the other local responsibility function; and (2) either that approved person:
(a) is deemed by SUP TP 10.2 to be approved to perform any other FCA-designated senior management function for the

FCA 2018/XX same firm; or
(b) has approval to perform a PRA controlled function for the same firm; then, for that approved person and that firm, the other overall responsibility function or the other local responsibility function (whichever is applicable) does not apply.
10.2.9 R (1) A notification to the FCA is not to be taken into account for the
purposes of SUP TP 10.2.1R(4) so far as it concerns a particular approved person if the firm does not include a statement of responsibilities about that approved person with the notification when required to do so by SUP TP 10.11. (2) A notification to the FCA is not to be taken into account for the purposes of SUP TP 10.2.1R(4) if the firm does not include a management responsibilities map with the notification when required to do so by SUP TP 10.12.
10.2.10 R SUP TP 10.2.2R(1)(a) and SUP TP 10.2.4R:
(1) apply to a notifying firm; and
(2) do not apply to a non-notifying firm except in relation to a preimplementation approval for which there is a notification obligation under SUP TP 10.5 or SUP TP 10.6.
10.2.11 G SUP TP 10.2.2R(4)(a) means that:
(1) a failure to submit a Form K before the final notification date is a breach of the requirements of SUP TP 10; but (2) despite that breach, the pre-implementation approval can still be converted into an approval for the applicable FCA-designated senior management function as long as it is received between the first notification date and the commencement date.
10.2.12 R (1) This rule applies to a firm that is a PRA-authorised person (referred
to as ‘B’ in this rule) in relation to an approved person (referred to as ‘A’ in this rule) if:
(a) immediately before the commencement date, A is treated under SUP 10A.11.12R (The main rule) as not performing an FCA governing function for B; (b) approval for that FCA governing function is potentially convertible into approval for an FCA-designated senior management function; (c) that FCA-designated senior management function is an FCA

FCA 2018/XX governing function;
(d) B is of a type of SMCR firm to which that FCA-designated senior management function applies on the commencement date; and (e) A would be performing that FCA-designated senior management function in relation to B on the commencement date but for this rule. (2) SUP 10C.9.8R (The main rule) applies in relation to A, B and the FCA-designated senior management function in (1) from the commencement date so that:
(a) that FCA-designated senior management function is treated as a ‘particular’ FCA governing function in SUP 10C.9.8R; and (b) A is treated as not performing that FCA-designated senior management function in relation to B as long as the conditions in SUP 10C.9.8R continue to be met.
10.3 Effect of conversion
10.3.1 R (1) Where, immediately before the commencement date, a preimplementation approval is subject to a suspension, condition or
limitation imposed under section 66(3) of the Act (Disciplinary powers), that suspension, condition or limitation is to be treated as if it were imposed in respect of the converted approval from the beginning of the commencement date. (2) This rule applies whether or not the FCA or the PRA has given a warning notice or a decision notice under:
(a) section 63 of the Act (Withdrawal of approval); or (b) section 63B of the Act (Procedure and right to refer to tribunal); or (c) section 67 of the Act (Disciplinary measures: procedure and right to refer to Tribunal).
10.3.2 R Anything done under section 63 of the Act (Withdrawal of approval) in
respect of a pre-implementation approval before the commencement date continues to have effect on and after that day in respect of the converted approval.
10.4 Lapse of existing approvals and special provisions about appointed

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10.4.1 R Subject to SUP TP 10.4.2R, any pre-implementation approval that is in
effect immediately before the commencement date that is not converted under SUP TP 10.2 ceases to have effect as from the beginning of the commencement date in relation to the controlled function concerned.
10.4.2 R (1) SUP TP 10 does not apply to a pre-implementation approval that
has effect under SUP 10A.1.15R to SUP 10A.1.16AR (appointed representatives). (2) However SUP TP 10 does apply to a pre-implementation approval in (1) for a firm that will fall under SUP 10C Annex 1 7.1R(4) (an appointed representative that has a limited permission) when it comes into force on the commencement date.
10.4.3 G An approval excluded from SUP TP 10 by SUP TP 10.4.2R continues in
force and is not affected by SUP TP 10.
10.4.4 G (1) A firm does not have to submit a Form C for an approved person
who had a pre-implementation approval to perform the customer function but ceases to perform that function because the customer function is (except in relation to appointed representatives) abolished after the commencement date. (2) A firm should however notify the FCA by Form C that a preimplementation approval has not been converted into approval for an FCA-designated senior management function under SUP TP 10.2 because the approved person resigned or otherwise stopped performing the FCA controlled function before the commencement date.
10.5 Notification to the FCA: Initial notification
10.5.1 R (1) A firm must notify the FCA of:
(a) each pre-implementation approval that it considers will be converted into approval for an FCA-designated senior management function under SUP TP 10.2; (b) the approved person in respect of whom that preimplementation approval was given; and (c) the FCA-designated senior management function referred to in (a). (2) A firm must make the notification in (1) between the first notification date and the final notification date.

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(3) This rule applies to:
(a) a notifying firm; and
(b) a non-notifying firm in relation to a pre-implementation approval to which column (3) of Part Two of the table in SUP TP 10.2.5R applies the notification requirement in this rule.
10.5.2 G SUP TP 10.10 explains how the firm should make the notification.
10.5.3 G (1) This paragraph (SUP TP 10.5.3G) gives examples of things that a
firm should not include in a notification.
(2) A firm should not include a pre-implementation approval for the customer function. This is because there is no need to notify a preimplementation approval if it is not potentially convertible into any FCA-designated senior management function. (3) A firm should not include a pre-implementation approval if:
(a) it is potentially convertible into an FCA-designated senior management function; but (b) the firm considers that the approved person will not be performing that FCA-designated senior management function on the commencement date. (4) A firm should not include an approved person who plans to resign before the commencement date. (5) A firm should not include a pre-implementation approval if SUP TP 10.4.2R says that SUP TP 10 does not apply to it.
10.5.4 G If the firm considers that some of an approved person’s preimplementation approvals will be converted and some will not be, the
firm’s notification should:
(1) include the approved person; but
(2) exclude the approvals that will not be converted.
10.6 Notification to the FCA: Revision of initial notice
10.6.1 R (1) This rule applies if, before the commencement date:
(a) there is a change relating to information given in or accompanying a notification that the firm has previously made under SUP TP 10.5 (or a notification given under SUP

FCA 2018/XX
TP 10.6); or
(b) the firm giving the notice discovers that any part of that information is inaccurate. (2) Where circumstances described in (1) occur before the final notification date, the firm must submit a revision of the notice referred to in (1) to the FCA before the final notification date. (3) Where circumstances described in (1) occur between the final notification date and the commencement date, the firm must submit a revision of the notice referred to in (1) to the FCA before the commencement date.
10.6.2 G SUP TP 10.10 explains how the firm should make the revised notification.
10.6.3 G (1) This paragraph SUP TP 10.6.3G gives examples of when a firm
should revise its SUP TP 10.5 notice under SUP TP 10.6.
(2) A firm need not include in a notification under SUP TP 10.5 an approved person who plans to resign before the commencement date. However that plan may change and as a result the firm may later conclude that the approved person will carry on with their job after the commencement date. If so, the firm should revise the notice. (3) If, after the notice to the FCA, the FCA grants an approval under
section 59 of the Act (Approval for particular arrangements) to
someone who did not have any such approval for the firm at the time of the notice, the firm should revise its notice by including that new approved person and that new pre-implementation approval. (4) If, after a firm has given the notice to the FCA, the FCA grants a new approval under section 59 of the Act to someone who already was an approved person for the firm when the firm gave the notice to the FCA, the firm should revise its notice by including that new preimplementation approval. (5) If a firm includes an approved person in a notification under SUP TP
10.5 and the firm later concludes that that person’s preimplementation approval will no longer qualify for conversion
because that person will not be performing the relevant FCAdesignated senior management function for the firm on the commencement date, the firm should revise its notice. Possible reasons for this include:
(a) the approved person resigns;
(b) the approved person tells the firm they are going to resign before the commencement date; or

FCA 2018/XX
(c) the approved person’s job changes so that it will no longer involve performing an FCA-designated senior management function on the commencement date. (6) There is no need to include information about the matters set out in SUP TP 10.5.3G.
10.6.4 G If a firm gives a notification to the FCA under SUP TP 10.5 about an
approved person and that approved person leaves the firm or gives up performing some of their pre-implementation controlled functions before the commencement date, the firm should notify the FCA using Form C or Form E under SUP 10A as well as a Form K under SUP TP 10.10.
10.7 In-flight applications: Conversion
10.7.1 R A pre-implementation application by a firm that has not been determined
or withdrawn by the commencement date is to be treated, on and after the commencement date, as if it had been made for:
(1) (in the case of a pre-implementation application that a firm is required to notify to the FCA under SUP TP 10.8R) any corresponding FCA-designated senior management function that the firm has included in the notification under SUP TP 10.8.2R for that pre-implementation application; or (2) (in any other case) the corresponding FCA-designated senior management function or FCA-designated senior management functions (if there are any).
10.7.2 R An FCA-designated senior management function “corresponds” to a preimplementation controlled function if approval for the latter is potentially
convertible into approval for the former and “corresponding” must be interpreted accordingly.
10.7.3 R SUP TP 10.7.1R is subject to any amendment the firm may make to the
application after the first notification date and before the commencement date to specify that on the commencement date:
(1) the pre-implementation application is to lapse; or (2) the pre-implementation application is to be treated as being for a narrower range of FCA-designated senior management functions.
10.7.4 G SUP TP 10.8.3G explains what FCA-designated senior management
functions are covered by SUP TP 10.7.1R(1).
10.7.5 G (1) SUP TP 10.7.3R is not the only way a firm may change the effect of
SUP TP 10.7.

FCA 2018/XX
(2) After the commencement date a firm is free to amend its application in accordance with the Act and the FCA Handbook. (3) Before the commencement date, a firm is free to amend its application in accordance with the Act and the FCA Handbook by changing the pre-implementation controlled function for which it is applying. That will affect the corresponding FCA-designated senior management function. If the firm amends its application in this way it should also notify the FCA under SUP TP 10.8.
10.7.6 R Subject to SUP TP 10.7.7R, a pre-implementation application lapses on
the commencement date unless it is continued in force by SUP TP 10.7.
10.7.7 R SUP TP 10 does not apply to a pre-implementation application if the preimplementation approval that would result if it was granted would be
excluded from SUP TP 10 by SUP TP 10.4.2R.
10.8 In-flight applications: notification requirements
10.8.1 R A firm must, between the first notification date and the final notification
date, notify the FCA of every pre-implementation application if:
(1) it has not been determined or withdrawn at the time of the notification; (2) it is not excluded under SUP TP 10.7.7R; and (3) the firm would be required to notify the FCA under SUP TP 10.5 if that application had been granted and the approval was in effect immediately before the date of the notification in SUP TP 10.8.1R.
10.8.2 R The information about a pre-implementation application that the
notification must contain is the information that the firm would be required to give the FCA in a notification under SUP TP 10.5 if:
(1) that pre-implementation application had been granted; and (2) the resulting approval was in effect immediately before the date of the notification in SUP TP 10.8.1R.
10.8.3 G SUP TP 10.8.1R and SUP TP 10.8.2R mean:
(1) In general only a notifying firm needs to make the notification. (2) A non-notifying firm should not make a notification except in relation to an application to perform the non-executive director preimplementation controlled function. (3) The information to be notified to the FCA in respect of a particular pre-implementation application includes each FCA-designated

FCA 2018/XX senior management function that meets the following conditions:
(a) approval for the pre-implementation controlled function for which the pre-implementation application is being made is potentially convertible into approval for that FCAdesignated senior management function; and (b) the firm considers that the approved person concerned will be performing that FCA-designated senior management function on the commencement date if the pre-implementation application is approved before then. (4) A firm should not notify the FCA about a particular preimplementation application if the firm considers that, if the application were approved before the commencement date, the approved person will not be performing on the commencement date any of the FCA-designated senior management functions into which the applicable pre-implementation approval would be potentially convertible. This might be because the firm intends that the candidate will only be in post for a short time.
10.8.4 R (1) This rule applies if, before the commencement date:
(a) a firm makes a pre-implementation application after the initial notice under SUP TP 10.8.1R; and (b) the firm would be required to notify the FCA under SUP TP
10.6 if that application had been granted and the approval
was in effect immediately before the date of the notification under SUP TP 10.8.4R. (2) This rule also applies if, before the commencement date:
(a) there is any other change relating to information given in or accompanying the initial notice under SUP TP 10.8.1R (or a notification given under SUP TP 10.8.4R), or (b) the firm discovers that any part of that information is inaccurate. (3) Where circumstances described in (1) or (2) occur before the final notification date, the firm must submit a revision of the notice referred to in (1) or (2) to the FCA before the final notification date. (4) Where circumstances described in (1) or (2) occur between the final notification date and the commencement date, the firm must submit a revision of the notice referred to in (1) or (2) to the FCA before the commencement date.
10.8.5 G SUP TP 10.10 explains how the firm should make the notification.

FCA 2018/XX
10.8.6 G If a firm notifies the FCA under SUP TP 10.8 of a pre-implementation
application and that application is refused before the commencement date, the firm should revise its notification under SUP TP 10.8.4R.
10.9 In-flight applications: Supplemental material
10.9.1 R (1) This rule applies if, in relation to a pre-implementation application
continued in effect after the commencement date under SUP TP 10.7, the FCA has before the commencement date:
(a) imposed a requirement under section 60 of the Act (Application for approval); (b) given a warning notice under section 62(2) of the Act (Applications for approval: procedure and right to refer to tribunal) or a decision notice under section 62(3) of the Act to the interested parties referred to in section 62(5); or (c) taken any step in connection with giving a warning notice or decision notice under section 62. (2) The requirement, notice or step in (1) is to be treated, on and after the commencement date, as having been imposed, given or taken in relation to the application as affected by SUP TP 10.7.
10.10 Procedure for notification
10.10.1 R A firm must only make a single notification under SUP TP 10.5 and SUP TP
10.8.1R and must do so on the same notification form.
10.10.2 R A firm must make a notification under SUP TP 10.5, SUP TP 10.6 or SUP
TP 10.8 by completing Form K (SUP TP 10.23.1R).
10.10.3 R A firm must make a notification or submit a document to the FCA under
SUP TP 10 in accordance with SUP 10C.15.11R(1) and (3) (Method of submission: electronic submission).
10.10.4 R (1) A firm making a notification under SUP TP 10.10.3R in accordance
with SUP 10C.15.11R(1) must use the version of Form K made available on the electronic system referred to in SUP 10C.15.11R, which is based on the version in SUP TP 10.23.1R. (2) A firm making a notification under SUP TP 10.10.3R in accordance with SUP 10C.15.11R(3) and SUP 10C.15.14R must use the version of Form K in SUP TP 10.23.1R.
10.10.5 G If a firm discovers after the commencement date that any information it has
given under SUP TP 10 is inaccurate it should notify the FCA as described

FCA 2018/XX in SUP 15.6 (Inaccurate, false or misleading information). If SUP TP 10.17.2R applies, the firm should notify the FCA under that rule instead.
10.11 Statements of responsibilities
10.11.1 R A firm must, in relation to each transitioned SMF manager, prepare a
statement setting out the aspects of the affairs of the firm which it is intended that they will be responsible for managing in performing their converted designated senior management function.
10.11.2 R A firm must have prepared the statement in SUP TP 10.11.1R by the
commencement date (unless it must prepare it earlier under SUP TP 10.11.4R).
10.11.3 G A firm should not send that statement to the FCA unless it is required to do
so by SUP TP 10.11.4R.
10.11.4 R A notification to the FCA under SUP TP 10.5, SUP TP 10.6 or SUP TP 10.8
about an approved person or candidate must be accompanied by a statement of responsibilities about that person.
10.11.5 G A statement of responsibilities should comply with all the rules and
directions in the FCA Handbook that will apply to statements of responsibilities prepared by the firm (see SUP TP 10.16).
10.11.6 G If a non-notifying firm has to notify the FCA under SUP TP 10 about an
approved person, their statement of responsibilities should cover all their expected converted designated senior management functions and not just the one about which the firm is notifying the FCA.
10.12 Management responsibilities maps
10.12.1 R SUP TP 10.12 applies to a firm that will be required under SYSC 25 (Senior
managers and certification regime: Management responsibilities maps and handover procedures and material) to have a management responsibilities map when that chapter comes into force on the commencement date.
10.12.2 R A notification to the FCA under SUP TP 10.10.1R by a notifying firm must
be accompanied by a document that complies with SYSC 25 (Senior managers and certification regime: Management responsibilities maps and handover procedures and material) as set out in the Individual Accountability (No 2) Instrument 2018.
10.12.3 G A management responsibilities map should comply with all the rules and
directions in the FCA Handbook that will apply to management responsibilities map prepared by the firm (see SUP TP 10.16).

FCA 2018/XX
10.13 Supplemental material about statements of responsibilities and management
responsibilities maps
10.13.1 R A statement of responsibilities and a management responsibilities map
must be prepared as of the commencement date.
10.13.2 G (1) If there has been a change relating to a statement of responsibilities
or a management responsibilities map submitted to the FCA under SUP TP 10, the firm should submit a revised version. (2) This is the effect of SUP TP 10.6 and SUP TP 10.8.4R.
10.13.3 G A firm should not assume that the FCA has reviewed a statement of
responsibilities or a management responsibilities map submitted to it for completeness, quality or accuracy. It is the firm’s responsibility to ensure that they have been prepared in accordance with the FCA’s rules and the Act.
10.14 Criminal record checks and employment references
10.14.1 R SUP 10C.10.16R (Criminal record checks) does not apply to any preimplementation application continued in effect by SUP TP 10.7.1R after
the commencement date.
10.14.2 G SUP 10C.10.16R (Criminal record checks) applies to any application for
approval made under SUP TP 10.15.
10.14.3 G SUP 10C.10.16R (Criminal record checks) does not apply to a transitioned
SMF manager just because SUP TP 10 treats them as having a converted approval.
10.14.4 G SYSC TP 7.4.2R (Transitional provisions about regulatory references) has
transitional provisions about regulatory references in relation to a preimplementation application continued in effect by SUP TP 10.7.1R and applications for approval made under SUP TP 10.15.
10.15 Applications of approved persons to take effect from the commencement date
10.15.1 D (1) A firm may, before the commencement date, apply under section 60
of the Act (Applications for approval) for the FCA’s approval under
section 59 of the Act (Approval for particular arrangements) for the
performance of an FCA-designated senior management function which comes into effect (as respects the firm) on the commencement date.

FCA 2018/XX
(2) Any application may only be made after the new applications start date. (3) Any such application is made on the basis that it is treated as being made on the commencement date. (4) The application must be made using the version of Form A or Form E applicable from the commencement date and in accordance with the other requirements to be in effect on that date.
10.15.2 G The rest of SUP TP 10 will not apply to an application under SUP TP 10.15.
In particular, it is not a pre-implementation application and the application should not be included in the firm’s Form K.
10.15.3 G Any such application should be accompanied by a statement of
responsibilities and, if SYSC 25 (Senior managers and certification regime:
Management responsibilities maps and handover procedures and material) will apply, a management responsibilities map.
10.15.4 G A firm does not have to make an application under SUP TP 10.15. It can
make an application before the commencement date under the rules and directions in force at the time of the application. SUP TP 10 will apply to such applications.
10.16 Application of ongoing requirements to documents submitted as part of
conversion
10.16.1 R (1) The rules of the FCA Handbook apply to a converted approval, as
they do to approvals granted after the commencement date.
(2) The rules of the FCA Handbook apply to a pre-implementation application that is continued in force under SUP TP 10 after the commencement date as they do to applications made after the commencement date. (3) This paragraph is subject to the other provisions of SUP TP 10.
10.16.2 R (1) The rules of the Handbook apply to a statement of responsibilities
(including one revised under (SUP TP 10.16.4R)) as they do to a statement of responsibilities. (2) (2) applies even if the firm is not required to submit the statement of responsibilities to the FCA under SUP TP 10.12.
10.16.3 R A management responsibilities map submitted to the FCA under SUP TP
10.12 must comply with all the rules and directions in the FCA Handbook
that will apply to the firm’s management responsibilities map as from the commencement date.

FCA 2018/XX
10.16.4 R (1) If, since the commencement date, there has been any significant
change in the aspects of a firm’s affairs which a transitioned SMF manager is responsible for managing in performing their converted designated senior management function, the firm must provide the FCA with a revised statement of responsibilities. (2) For the purposes of the FCA Handbook a firm must treat an obligation under (1) in the same way as an obligation under section 62A of the Act (Changes in responsibilities of senior managers).
10.16.5 D SUP TP 10.16.1R to SUP TP 10.16.4R apply to directions in SUP 10C in
the same way as they do to rules.
10.16.6 G The table in SUP TP 10.16.7G gives examples of how SUP 10C and other
parts of the FCA Handbook apply to converted approvals.
10.16.7 G Table: Examples of how ongoing requirements apply to converted approvals
Requirement in Handbook
Summary of the requirement in column (1)
How SUP 10C applies
Revised statements of responsibilities
SUP
10C.11.7D
Submission of revised statement of responsibilities SUP TP 10.16.4R(1) mirrors 62A of the Act (Changes in responsibilities of senior managers). This means that if after the commencement date there has been a significant change in a transitioned SMF manager’s responsibilities in relation to their converted designated senior management functions, the firm should should submit a revised statement of responsibilities. It should also submit a Form J unless SUP 10C.11 says that it is not required. The question of whether there has been a significant change should be decided in the same way as under section 62A of the Act. Varying an approval SUP 10C.11.10D Statements of responsibilities The powers and requirements in the Act and in SUP 10C about variation of approvals at the request of a firm and at SUP the initiative of the FCA apply to 10C.11.12R Ceasing to carry on some functions

FCA 2018/XX
SUP 10C.13 Other material about variations converted approvals. If a transitioned SMF manager ceases to perform a designated senior management function but continues to perform a converted designated senior management function, the firm should submit a revised statement of responsibilities document under SUP 10C.11.12R. Single statement of responsibilities document SUP 10C.11.13D One statement of responsibilities for each SMF manager for each firm Applies to statements of responsibilities in the same way as it applies to statements of responsibilities. For example:
(1) If on the commencement date a transitioned SMF manager of a PRAauthorised person is already approved by the PRA to perform a PRAdesignated senior management function for that firm, the statement of responsibilities should be combined with the statement of responsibilities prepared for the PRA-designated senior management function into a single document. (2) If after the commencement date a firm applies for the FCA’s approval for a transitioned SMF manager to perform another FCA-designated senior management function, the statement of responsibilities prepared for that application should be combined with the statement of responsibilities required by SUP TP 10 into a single document. (3) If:
(a) after the commencement date a transitioned SMF manager is approved by the FCA to perform another FCA-designated senior management function; and (b) later there is a significant change in the transitioned SMF manager’s

FCA 2018/XX responsibilities; the firm should notify the FCA and submit a single revised statement of responsibilities document, whether the change relates to the converted designated senior management function or to the additional FCAdesignated senior management function. Complete set of statements of responsibilities SUP 10C.11.20R Complete set of current statements of responsibilities Applies to statements of responsibilities in the same way as it does to statements of responsibilities. Ceasing to carry on functions SUP 10C.11.12R Statements of responsibilities to be included in notification Applies to ceasing to carry on a converted designated senior management function after the commencement date. SUP 10C.14.5R Notification of ceasing to perform the function SUP 10C.14.7R Qualified Form C Form D SUP 10C.14.13R Changes to details Applies to notification relating to fitness of a transitioned SMF manager. SUP 10C.14.15R says that a firm should not submit a Form D to the FCA if the firm is required to notify the FCA under section 62A of the Act (Changes in responsibilities of senior managers) or SUP 10C.11 (Statements of responsibilities). This also applies if the firm is required to notify changes under SUP TP 10.16.4R. The Form D requirements also apply to a candidate whose application is continued in force by SUP TP 10. Before the commencement date, the SUP 10C.14.15R Changes to arrangements SUP 10C.14.18R Fitness

FCA 2018/XX existing requirements of SUP 10A apply to changes in a candidate’s fitness. Notifications under the Act SUP 10C.14.22R Notifications under the Act Applies to notification about a transitioned SMF manager. General Requirements referring to a current approved person approval Applies to a converted approval. Requirements referring to a current approved person approval held within the last six months This applies to an approval for a controlled function abolished after the commencement date and to an approval that ceased to have effect under SUP TP 10 for some other reason. This also applies to an approval given up within the last six months before the commencement date even though the controlled function ceases to exist after the commencement date. FCAprescribed senior management responsibility (a) Responsibility for a firm’s performance of its obligations under the senior managers regime Includes compliance with the requirements about statements of responsibilities SYSC 25 Preparation of management responsibilities maps A management responsibilities map should include a transitioned SMF manager and their converted designated senior management functions
10.17 Checking conversion
10.17.1 R A firm must, in the month beginning five business days after the
commencement date, check whether the Financial Services Register correctly records:

FCA 2018/XX
(1) all the firm’s SMF managers; and
(2) each FCA-designated senior management function for the performance of which by the SMF manager the firm has approval.
10.17.2 R The firm must (by the end of the one month period in SUP TP 10.17.1R)
notify the FCA of any error using the applicable form in SUP 10C.
10.17.3 G The applicable form in SUP 10C will be Form D unless one of the other
forms in SUP 10C applies.
10.17.4 G The requirement to check the Financial Services Register is particularly
important in a case where the firm is not under a notification obligation in SUP TP 10.5 and SUP TP 10.6 because:
(1) the FCA will update the Financial Services Register based on the information it has; but (2) the FCA may not have sufficient information to tell whether all the conversion conditions in SUP TP 10.2.2R have been met.
10.18 The 12-week rule
10.18.1 G (1) SUP 10C.3.13R (The 12-week rule) allows a firm to appoint
someone (P) to perform a function which would normally be an FCA-designated senior management function without needing to apply for the FCA’s approval under section 59 of the Act (Approval for particular arrangements) for P to perform that function. There is a maximum period for which the appointment can last. (2) When calculating the maximum time period in (1), the firm need not take into account any time spent by P before the commencement date performing what will become the FCA-designated senior management function in (1).
10.18.2 G (1) SUP 10C.3.13R only applies where P (as referred to in SUP TP
10.18.1G) is providing cover for an SMF manager whose absence is reasonably unforeseen. (2) SUP 10C.3.13R may still apply if the absence referred to in (1) began before the commencement date.
10.18.3 G SUP TP 10.18.1G and SUP TP 10.18.2G may apply even if:
(1) before the commencement date P was taking advantage of SUP 10A.5.6R (the equivalent of SUP 10C.3.13R under SUP 10A); and (2) approval for the controlled function disapplied by SUP 10A.5.6R is potentially convertible into approval for the FCA-designated senior

FCA 2018/XX management function in SUP TP 10.18.1G and SUP TP 10.18.2G.
10.19 Application for permission
10.19.1 D (1) This direction applies to a pre-implementation application that is
made by an authorisation applicant:
(a) between the first notification date and the commencement date; or (b) before the first notification date if it is still outstanding on the first notification date. (2) A pre-implementation application in (1)(a) must comply with the requirements (if any) of SUP TP 10 that apply to a preimplementation application by a firm:
(a) of the type that the authorisation applicant will be if the authorisation application is granted or otherwise succeeds; and (b) for an approval from the FCA for the performance of the same pre-implementation controlled function. (3) An authorisation applicant must, between the first notification date and final notification date, revise any of its preimplementation applications covered by (1)(b) to the extent necessary to meet the requirements in (2).
10.19.2 R SUP TP 10.7 and SUP TP 10.9 apply to a pre-implementation application
in SUP TP 10.19.1D.
10.19.3 D SUP TP 10.15 applies to an authorisation applicant.
10.20 Prohibition orders
10.20.1 R The changes to the FCA Handbook made by the Individual Accountability
(No 2) Instrument 2018 do not affect:
(1) a warning notice or a decision notice under section 57 of the Act (Prohibition orders: procedure and right to refer to tribunal); or (2) a prohibition order; which is given or made before the commencement date.

FCA 2018/XX
10.21 Reporting under SUP 15.11
10.21.1 R The first notification period under SUP 15.11.13R (Timing and form of
notifications: conduct rules staff other than SMF managers):
(1) starts on the commencement date; and
(2) ends on the last day of the following August.
10.22 Terms used in SUP TP 10
10.22.1 R The terms in the first column of the table in SUP TP 10.22.2R, where they
appear in bold in SUP TP 10, have the meaning in the same row of column 2 for the purposes of SUP TP 10.
10.22.2 R Table: glossary of bespoke terms used in SUP TP 10
Part One: General
Defined term Meaning authorisation applicant an applicant for Part 4A permission, or another person seeking to carry on regulated activities as an authorised person. authorisation application the application or other process referred to in the definition of authorisation applicant. converted approval (in relation to a pre-implementation approval) the approval for an FCA-designated senior management function which that pre-implementation approval becomes under SUP TP 10.2.1R. converted designated senior management function (in relation to a transitioned SMF manager) the FCAdesignated senior management function for which they are treated as having approval under SUP TP 10.2.1R corresponding (in relation to an FCA-designated senior management function and a pre-implementation controlled function) has the meaning in SUP TP 10.7.2R. firm specific date the later of the following:
(1) the date (if any) on which a firm makes the notification in SUP TP 10.10.1R; or (2) (if the firm has updated a notification in (1) under

FCA 2018/XX
SUP TP 10.6 or SUP TP 10.8.4R) the date that the most recent such updated notification was made to the FCA. insurance sector a firm is in the insurance sector if it is in the insurance sector as defined by Part Three of SYSC 23 Annex 1 (Definition of Insurance Sector) as set out in the Individual Accountability (No 2) Instrument 2018. management responsibilities map the document required to be produced under SUP TP 10.12. non-notifying firm each of the following:
(1) a small non-directive insurer;
(2) a firm in SYSC 23 Annex 1 3.2R (firms in run-off) as set out in the Individual Accountability (No 2) Instrument 2018; (3) an insurance special purpose vehicle; (4) a core SMCR firm; and (5) a limited scope core SMCR firm; (taking account of amendments to be made to the Glossary by the Individual Accountability (No 2) Instrument 2018). notifying firm each of the following:
(1) a firm in the insurance sector that is not a nonnotifying firm; and (2) an enhanced scope SMCR firm. potentially convertible has the meaning in SUP TP 10.2.3R. preimplementation application an application made under section 60 of the Act (Applications for approval) if the application is:
(1) for approval for the performance of a preimplementation controlled function; and (2) received by the FCA before the commencement date. preimplementation a current FCA approved person approval that is given by the FCA before the commencement date in relation to a

FCA 2018/XX approval pre-implementation controlled function.
If a person is approved to perform more than one preimplementation controlled function for a firm, there is a separate pre-implementation approval in relation to each. preimplementation controlled function (in relation to a firm) an FCA controlled function that, before the commencement date:
(a) the FCA has specified for the purposes of section 59 of the Act (approval for particular arrangements); and (b) applies to the firm (even if the firm has no one approved to perform that function for the time being). statement of responsibilities the document required to be produced under SUP TP 10.11, including under SUP TP 10.11 as applied by SUP TP 10.19. transitioned SMF manager AP as defined in SUP TP 10.2.1R core SMCR firm, enhanced scope SMCR firm, limited scope core SMCR firm, nonUK SMCR firm, SMCR dual regulated banking sector firm, SMCR firm, UK SMCR firm have the meaning set out in the amendments to the Glossary to be made by the Individual Accountability (No 2) Instrument 2018). This is subject to SUP TP 10.22.3R.
Part Two: Fixed dates
Defined term Meaning: Insurers Meaning: Others first notification date [ ] 2018 [about six months before main commencement date for insurance firms] [ ] 2019 [about six months before main commencement date for solo-regulated firms] final notification date [ ] 2018 [one week before main commencement date for insurance firms] [ ] 2019 [one week before main commencement date for soloregulated firms] commenceme nt date [ ] 2018 [main commencement date for insurance firms] [ ] 2019 [main commencement date for solo-regulated firms] new applications [ ] 2018 [about four months before main commencement [ ] 2019 [about four months before main commencement

FCA 2018/XX start date date for insurance firms] date for solo-regulated firms] Note (1): (Column (2) (Insurers) applies to a firm that will be in the insurance sector. Note (2): (Column (3) (Others) applies to a firm that will be a core SMCR firm, an enhanced scope SMCR firm or a limited scope core SMCR firm. Note (3): If a firm becomes an SMCR firm between the final notification date and the commencement date or changes category within that period, the final notification date for it is the date it becomes an SMCR firm or changes category. Note (4): The dates for an authorisation applicant are the ones for the type of SMCR firm it will be if its authorisation application is granted or otherwise succeeds.
10.22.3 R (1) Between the first notification date and the commencement date,
the question of:
(a) whether a firm is an SMCR firm for the purposes of SUP TP 10; and (b) (if it is) into which category it falls; is determined in accordance with SYSC 23 (as set out in the Individual Accountability (No 2) Instrument 2018) even though that
chapter is not in force for other purposes.
(2) However Part Nine of SYSC 23 Annex 1 (Definition of SMCR firm and different types of SMCR firms) is adjusted so that a firm ceases to be an enhanced scope SMCR firm on the data item submission date or the date on which the relevant status ceases to apply (each as referred to in Part 9), not one year after that date.
10.22.4 G (1) If a firm in the insurance sector changes its permission between the
commencement date that applies to firms in the insurance sector and the commencement date for other SMCR firms in a way that would make it fall into a different category of SMCR firm, the conversion arrangements in SUP TP 10 will not apply to it. (2) This is because SUP TP 10.22.3R only applies up to the commencement date. (3) SUP 10.15 will however apply and the firm can use this to apply for the approvals it needs because of its change of category.
10.22.5 G (1) If an SMCR dual regulated banking sector firm changes its
permission in a way that would make it fall into a different category of SMCR firm, the conversion arrangements in SUP TP 10 will not

FCA 2018/XX apply to it.
(2) This is because generally SUP TP 10 does not apply to an SMCR dual regulated banking sector firm. (3) SUP 10.15 will however apply and the firm can use this to apply for the approvals it needs because of its change of category.
10.22.6 G If a firm becomes a non-notifying firm after it has sent the FCA its Form K,
it should notify the FCA as described in SUP 15.6 (Inaccurate, false or misleading information).
10.23 Forms
10.23.1 R Conversion Notification Form (Form K)
[Insert here the form titled “Conversion Notification Form (Form K) Solvency II and large non-directive firms”. The text of ths form is contained in Part One of
Annex W of this instrument]
Part 3: Comes into force [ ] 2018 [main commencement date for insurance firms]
6 Applications to vary and cancel Part 4A permission and to impose, vary or cancel requirements …
6.3 Applications for variation of permission and/or imposition, variation or
cancellation of requirements
…
How a variation of permission may affect the firm’s approved persons
6.3.8 G (1) Where a firm is submitting an application for variation of Part 4A
permission which would lead to a change in the controlled functions of its approved persons, it should, at the same time and as appropriate:
(a) make an application for an internal transfer of an approved person, Form E (Internal transfer of a person performing a controlled function), or make an application for an individual to perform additional controlled functions, the relevant Form A (Application to perform controlled functions); see:
(i) SUP 10A.13.3D to SUP 10A.13.5G (for a firm that is not a relevant authorised person an SMCR firm);

FCA 2018/XX
(ii) SUP 10C.10 (for a relevant authorised person an SMCR firm); or (iii) the corresponding PRA requirements; (b) notify the appropriate regulator FCA or PRA of any approved person who has ceased to perform a controlled function specified by that regulator, Form C (Ceasing Notice of ceasing to perform controlled functions (including senior management functions)); see:
(i) SUP 10A.14 (for a firm that is not a relevant authorised person an SMCR firm); (ii) SUP 10C.14 (for a relevant authorised person an SMCR firm); or (iii) the corresponding PRA requirements. ; (2) If the firm intends to recruit new individuals to perform controlled functions, it should apply for approval of the individuals as approved persons as soon as possible using Form A (Application to perform controlled functions); see:
(a) SUP 10A.13 (for a firm that is not a relevant authorised person an SMCR firm); (b) SUP 10C.10 (for a relevant authorised person an SMCR firm); or (c) the corresponding PRA requirements. Relevant authorised person SMCR firm status
6.3.9 G A variation of a firm’s Part 4A permission may mean that it becomes a
relevant authorised person an SMCR firm or it changes from one type of SMCR firm to another. This would have a number of significant consequences, which include:
(1) the application of the special powers in relation to misconduct by approved persons (see DEPP 6.2.9-AG); (2) the approved persons regime switches from SUP 10A to SUP 10C; (3) COCON applies in place of APER; (4) the certification regime described in SYSC 27 applies; (5) the criminal offence in section 36 of the Financial Services (Banking Reform) Act 2013 (Offence relating to a decision causing a financial institution to fail) potentially applies, although that offence does not

FCA 2018/XX apply to every relevant authorised person SMCR firm; and (6) SYSC 4.5 (Management responsibilities maps for relevant authorised persons) , SYSC 4.7 (Senior management responsibilities for relevant authorised persons: allocation of responsibilities and SYSC 4.9 (Handover procedures and material) apply the following chapters in SYSC apply:
(i) SYSC 23 (Senior managers and certification regime:
Introduction and classification);
(ii) SYSC 24 (Senior managers and certification regime:
Allocation of prescribed responsibilities); (iii) SYSC 25 (Senior managers and certification regime:
Management responsibilities maps and handover procedures and material); and (iv) SYSC 26 (Senior managers and certification regime: Overall and local responsibility). …
6.3.25 G Information which may be required. See SUP 6.3.24G
Type of business
Information which may be required
All …
3. Organisation charts and details of individuals transferring
or being recruited to perform new controlled functions (see SUP 10A and SUP 10C, and the corresponding PRA requirements for details of the application or transfer procedures under the approved persons or senior managers regime). … … …
6.4 Applications for cancellation of permission
…
Approved persons
6.4.18 G (1) A firm which is applying for cancellation of Part 4A permission and
which is not otherwise authorised by, or under, the Act should, at the

FCA 2018/XX same time:
(a) comply with:
(i) SUP 10A.14.8R (for a firm that is not a relevant authorised person an SMCR firm); (ii) SUP 10C.14.5R (for a relevant authorised person an SMCR firm); or (iii) the corresponding PRA requirements; and (b) notify the appropriate regulator the FCA or PRA of persons ceasing to perform controlled functions specified by that regulator. … 10A FCA Approved Persons 10A.1 Application General 10A.1.1 R This chapter applies to every:
(1) firm that is not a relevant authorised person an SMCR firm; and (2) relevant authorised person SMCR firm, but only to the extent required by SUP 10A.1.16BR (Appointed representatives). 10A.1.1A G SUP 10C deals with the approved persons regime for relevant authorised persons SMCR firms themselves. 10A.1.2 G This chapter is also relevant to every FCA-approved person:
(1) of a firm that is not a relevant authorised person an SMCR firm; and (2) of any appointed representative, including of an appointed representative of a relevant authorised person an SMCR firm. … 10A.1.8 G (1) … (2) For example, persons in Solvency II firms which are incoming EEA firms are not expected to be carrying out FCA functions to the extent that the person will be regarded as effectively running the firm or responsible for a Solvency II Directive ‘key function’. [deleted] 10A.1.9 G Notwithstanding SUP 10A.1.8G, an incoming EEA firm (other than an EEA pure reinsurer) or incoming Treaty firm will have had to consider the impact of the Host State rules with which it is required to comply when carrying on

FCA 2018/XX a passported activity or Treaty activity through a branch in the United Kingdom. An incoming EEA firm (other than an EEA pure reinsurer) will have been notified of those provisions under Part II of Schedule 3 to the Act in the course of satisfying the conditions for authorisation in the United Kingdom. … 10A.1.12 R If an incoming EEA firm is an EEA pure reinsurer, then SUP 10A.1.11R does not apply. Instead, none of the FCA controlled functions apply with respect to its passported activities carried on from a branch in the United Kingdom. [deleted] … 10A.1.16B R SUP 10A.1.15R and SUP 10A.1.16R apply to the appointed representative of a relevant authorised person an SMCR firm. 10A.1.16C G (1) References in this chapter to a firm include a relevant authorised person an SMCR firm, but only to the extent required by SUP 10A.1.16BR. (2) References in SUP 10A.1.15R and SUP 10A.1.16R to FCA governing functions and other controlled functions are to controlled functions in this chapter, not in SUP 10C (FCA senior management managers regime for approved persons in relevant authorised persons SMCR firms). 10A.1.16D G (1) Under section 59(6A) of the Act, if the FCA is satisfied that, in relation to the carrying on of a regulated activity by a relevant authorised person an SMCR firm, a controlled function is a senior management function, the FCA must designate the function in its rules as a senior management function. … (4) SUP 10C.1.8G (Approved persons in relation to appointed representatives of relevant authorised persons Appointed representatives) explains that it is unlikely that SUP 10C (FCA senior management managers regime for approved persons in relevant authorised persons SMCR firms) will apply to approved persons working in appointed representatives of relevant authorised persons an SMCR firm in addition to this chapter. … Bidders in emissions auctions 10A.1.21 G … This is because the FCA-approved person regime specifies a number of functions by incorporation of requirements in SYSC; however, a firm

FCA 2018/XX carrying on auction regulation bidding is only subject to SYSC to a limited extent in relation to that activity. This means that the FCA required functions do not apply to auction regulation bidding, except for the money laundering reporting function. Similarly, the significant management function does not apply in relation to auction regulation bidding because, in carrying on that activity, a firm is not subject to SYSC 2.1.1R or SYSC 4.1.1R and is not undertaking proprietary trading. … Swiss general insurers 10A.1.26 R For Swiss general insurers, references in this chapter to parts of the PRA Rulebook for ‘Solvency II firms’ are to be read as references to the corresponding parts of the PRA Rulebook applying to non directive insurers. [deleted] 10A.1.27 G Swiss general insurers are in the large non directive insurers sector of the PRA Rulebook and the PRA applies to them, in relation to their controlled functions, provisions equivalent to those applying to third country branches in the Solvency II firms sector of the PRA Rulebook. The FCA includes them as third country undertakings of Solvency II firms and so they must follow the requirements for Solvency II firms set out in SUP 10A. [deleted] 10A.2 Purpose … 10A.2.2 G SUP 10A does not deal with the PRA’s approved persons regime. [deleted] 10A.2.3 G The FCA has certain powers in relation to PRA-approved persons, such as the requirement to give its consent in certain cases to the PRA granting approval for the performance of a PRA controlled function. SUP 10A does not deal with these. [deleted] … 10A.4 Specification of functions … 10A.4.2 R Part 1 of the table of The table of FCA controlled functions applies in relation to an FCA-authorised person. It also applies in relation to an appointed representative for the purposes of SUP 10A.1.15R to SUP 10A.1.16BR (Appointed representatives) whether its principal is an FCAauthorised person or a PRA-authorised person. Part 2 applies in relation to a PRA-authorised person, except in relation to CBTL business. 10A.4.2A G For the purposes of SUP 10A (and SYSC, APER, COCON and DEPP) a large non-directive insurer is treated as and included in the Glossary

FCA 2018/XX definition of a Solvency II firm. For large non-directive insurers, references to parts of the PRA Rulebook applicable to Solvency II Firms are to be read as references to the corresponding parts of the PRA Rulebook applying to large non directive insurers. [deleted] … 10A.4.4 R FCA controlled functions
Part 1 (FCA controlled functions for FCA-authorised persons and appointed
representatives)
Type CF Description of FCA controlled function …
Part 2 (FCA controlled functions for PRA-authorised persons)
(See Note 1)
Type CF Description of FCA controlled function FCA governing functions* 1 Director function (see Note 2) 2a Chair of the nomination committee function(See Note 2 3) 2b Chair of the with-profits committee function(See Note 2 3) 3 Chief executive function (see Note 3A) 5 Director of an unincorporated association function (See Note 2 3B) 6 Small friendly society function (see Note 3C) 10 Compliance oversight function 10A CASS operational oversight function 11 Money laundering reporting function 40 Benchmark submission function 50 Benchmark administration function 51 Actuarial conduct function (third country) (see Note 4)

FCA 2018/XX
Systems and controls function*
28 Systems and control function
(see Note 5)
Significant management function*
29 Significant management function
Customerdealing function
30 Customer function
*FCA significant-influence functions
Note 1: Part 2 of this table does not apply to appointed representatives of PRA-authorised persons, Part 1 applies instead. (See SUP 10A.4.2R.) Note 2: Solvency II firms (including large non-directive insurers) and small non-directive insurers. Note 3: Solvency II firms (including large non-directive insurers) only. Note 3A: small non-directive insurers only. Note 3B: Solvency II firms (including large non-directive insurers) and small non-directive insurers. Note 3C: small non-directive insurers and large non-directive insurers only. Note 4: Third country insurance or reinsurance undertakings which are Solvency II firms only. Note 5: Only Solvency II firms that are:
(a) third-country insurance or reinsurance undertakings; or (b) ISPVs. … 10A.6 FCA governing functions Introduction 10A.6.1 G (1) Every firm will have one or more persons responsible for directing its affairs. These persons will be performing the FCA governing functions and will be required to be FCA-approved persons unless the application provisions in SUP 10A.1, or the particular description of an FCA controlled function, provide otherwise. For example, each director of a company incorporated under the Companies Acts will perform an FCA governing function. However, if the firm is a PRAauthorised person, the governing functions apply in the manner set out in (2) and (3). Note that for the purposes of SUP 10A (and SYSC,

FCA 2018/XX
APER, COCON and DEPP) a large non-directive insurer is treated as and included in the definition of a Solvency II firm. (2) For a Solvency II firm, the FCA governing functions CF1, CF2a, CF2b, CF5 and (for large non-directive insurers only) CF6 may apply and for a small non-directive insurer, the FCA governing functions CF1, CF3, CF5 or CF6 may apply. These functions will apply if the person carrying out the function is not approved to carry out a PRA controlled function or the other conditions in SUP 10A.11.12R (minimising overlap with the PRA approved persons regime) are not satisfied. [deleted] (3) For a Solvency II firm and a small non-directive insurer, if the person is approved to carry out a PRA controlled function and the conditions in SUP 10A.11.12R are satisfied, the relevant FCA function is instead absorbed into the PRA controlled function that the person is approved for (by virtue of its inclusion in PRA Rulebook: Solvency II firms: Insurance – Senior Insurance Management Functions, 2.5; Non-Solvency II firms: Non-Solvency II firms – Senior Insurance Management Functions, 2.6 and Non-Solvency II firms: Large NonSolvency II firms – Senior Insurance Management Functions, 2.5). [deleted] … 10A.6.2A G (1) As explained in more detail in the rest of this section, a number of FCA governing functions do not apply to a PRA-authorised person. (2) However, (1) does not apply to an FCA governing function under SUP 10A.1.15R to SUP 10A.1.16BR (Appointed representatives). The FCA governing functions continue to apply for appointed representatives of a PRA-authorised person. (3) For example, the chief executive function does not apply to a PRAauthorised person. A PRA controlled function applies instead. (4) However, the chief executive function may apply to someone who is the chief executive of an appointed representative of a PRAauthorised person. (5) See SUP 10A.1.15R to SUP 10A.1.16BR and SUP 10A.4.2R for the main rules that deal with what controlled functions apply to appointed representatives. [deleted] What the FCA governing functions include 10A.6.3 R Each of the FCA governing functions includes:
(1) (where apportioned under SYSC 2.1.1R or SYSC 4.3.1R and SYSC 4.4.3R (or, for a full-scope UK AIFM apportioned under article 60(1) of the AIFMD level 2 regulation))

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…
…
…
10A.6.11 G (1) The director function applies in relation to a PRA-authorised person, as set out below. (2) For a Solvency II firm or a small non-directive insurer, the FCA director function may apply if the person carrying out the function is not approved to carry out a PRA controlled function or the other conditions in SUP 10A.11.12R (minimising overlap with the PRA approved persons regime) are not satisfied. [deleted] 10A.6.11A R For the purposes of SUP 10A.6.7R and SUP 10A.6.8R (the director function), ‘director’ includes an executive member of a committee to which the Council of the Society directly delegates authority to carry out the Society’s regulatory functions. [deleted] … 10A.6.15 G The non-executive director function does not apply in relation to a PRAauthorised person. PRA approval is required instead. [deleted] Chair of the nomination committee (CF2a) and chair of the with-profits committee functions (CF2b) (Solvency II firms only) 10A.6.15A R (1) For a Solvency II firm only, if the firm has a nomination committee, the chair of the nomination committee function is the function of acting in the capacity of a non-executive chairman of that committee. (2) The chair of the nomination committee function does not apply to a Solvency II firm that is a third-country insurance or reinsurance undertaking. [deleted] 10A.6.15B R (1) For a Solvency II firm only, if the firm has a with-profits committee, the chair of the with-profits committee function is the function of acting in the capacity of a non-executive chairman of the committee. (2) The chair of the with-profits committee function does not apply to a Solvency II firm that is a third-country insurance or reinsurance undertaking. [deleted] 10A.6.15C G (1) For a Solvency II firm, the chair of the nomination committee function and the chair of the with-profits committee function may not apply if the person carrying out the function is approved to carry out a PRA controlled function and the conditions in SUP 10A.11.12R (minimising overlap with the PRA approved persons regime) are satisfied.

FCA 2018/XX
(2) In that case, the relevant FCA function is instead absorbed into the PRA controlled function that the person is approved for (by virtue of its inclusion in PRA Rulebook: Solvency II firms: Senior Insurance Managers Regime, 2.5). [deleted] … 10A.6.21 G Note that a body corporate may be a chief executive. If so, it will need to be approved (if the firm in question is an FCA-authorised person) to perform the chief executive function. 10A.6.22 G The chief executive function does not apply in relation to a PRA-authorised person. PRA approval is required instead. [deleted] … 10A.6.24 G Any apportionment referred to in SUP 10A.6.23R(3)(b) will have taken place under SYSC 2.1.1R or SYSC 4.3.1R and SYSC 4.4.3R. The FCA may ask to see details of the apportionment but will not require, as a matter of course, a copy of the material which records this (see SYSC 2.2). … 10A.6.28 G The partner function does not apply in relation to a PRA-authorised person. PRA approval is required instead. [deleted] Director of unincorporated association function (CF5) 10A.6.29 R If a firm is an unincorporated association, the director of unincorporated association function is the function of acting in the capacity of a director of the unincorporated association. In a Solvency II firm and a small nondirective insurer the function does not include acting in the capacity of a non-executive director. 10A.6.30 G The director of unincorporated association function applies in relation to a PRA-authorised person as set out in SUP 10A.6.1G above. [deleted] Small friendly society function (CF6) 10A.6.31 R (1) If a firm is a non-directive friendly society, the small friendly society function is the function of directing its affairs, either alone or jointly with others. In a large non-directive insurer and a small nondirective insurer the function does not include acting in the capacity of a non-executive director. … … 10A.6.34 G In practice, the FCA expects that most non-directive friendly societies will be PRA-authorised persons. Where that is the case, this chapter does not apply and so the small friendly society function will not apply as set out in

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SUP 10A.6.1G above.
10A.7 FCA required functions
Apportionment and oversight function (CF8) 10A.7.1 R (1) The apportionment and oversight function is the function of acting in the capacity of a director or senior manager responsible for the apportionment function and/or the oversight function set out in SYSC 2.1.3R or SYSC 4.4.5R. (2) The apportionment and oversight function does not apply in relation to a Solvency II firm or a small non-directive insurer. [deleted] 10A.7.2 G In requiring someone to apportion responsibility, neither a common platform firm nor a Solvency II firm or small non-directive insurer should not apply for that person or persons to be FCA-approved to perform the apportionment and oversight function (see SUP 10A.7.1R, SYSC 2.1.3R and SYSC 1 Annex 1). … 10A.7.4 G Generally, in relation to a UK establishment of an overseas firm or a firm which is part of an overseas group, where an overseas manager’s responsibilities in relation to the United Kingdom are strategic only, he they will not need to be an FCA-approved person. However, where, in accordance with SYSC 3 or SYSC 4 to SYSC 10, he is they are responsible for implementing that strategy in the United Kingdom, and has have not delegated that responsibility to a senior manager in the United Kingdom, he is they are likely to be performing an FCA controlled function for example, the chief executive function or a PRA controlled function. … 10A.7.7 G As explained in SUP 10A.11 (Minimising overlap with the PRA approved persons regime), the application of the apportionment and oversight function is sometimes disapplied for a PRA-authorised person. [deleted] Compliance oversight function (CF10) 10A.7.8 R The compliance oversight function is the function of acting in the capacity of:
(1) a director or senior manager who is allocated the function set out in:
(a) SYSC 3.2.8R; [deleted]
…
…

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…
10A.7.11 G A firm’s obligations in respect of its money laundering reporting officer are set out elsewhere in the FCA Handbook (see SYSC 3.2.6I R and SYSC 6.3.9R and for their scope, see the application provisions in SYSC 1 Annex 1). … Actuarial conduct function in Solvency II third-country insurance or reinsurance undertakings 10A.7.14 R The actuarial conduct function (third country) is that part of the function of acting in the capacity of an actuary appointed (by a Solvency II firm which is a third-country insurance or reinsurance undertaking) under rule 7.1(2) of the PRA Rulebook: Solvency II Firms: Third Country Branches that relates to compliance with FCA requirements and standards under the regulatory system. [deleted] 10A.8 Systems and controls functions Systems and controls function (CF28) 10A.8.1 R The systems and controls function is the function of acting in the capacity of an employee of the firm with responsibility for reporting to the governing body of a firm, or the audit committee (or its equivalent) in relation to:
…
(2) setting and controlling its risk exposure (see SYSC 3.2.10G, SYSC 7.1.6R, article 23(2) of the MiFID Org Regulation and article 23(2) of the MiFID Org Regulation (as applied in accordance with SYSC 1
Annex 1 2.8AR, SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR,
SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R)); and (3) adherence to internal systems and controls, procedures and policies (see SYSC 3.2.16 G, SYSC 6.2, article 24 of the MiFID Org Regulation and article 24 of the MiFID Org Regulation (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2- AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR and SYSC 1
Annex 1 3.3R).
10A.8.1A R For a Solvency II firm which is an insurance special purpose vehicle or a third-country insurance or reinsurance undertaking, the systems and controls function is modified as follows:
(1) it does not include any of the activities described in any PRA controlled function if that controlled function applies to the firm;

FCA 2018/XX
(2) it does not include activities allocated to and carried on by another person who is a PRA approved person; and (3) it only includes that part of the function that relates to compliance with FCA requirements and standards under the regulatory system. [deleted] … 10A.8.3 G (1) The systems and controls function does not apply in relation to a PRA-authorised person. PRA approval is required instead. (2) The exception is a Solvency II firm which is an insurance special purpose vehicle or a third-country insurance or reinsurance undertaking. For such firms, FCA approval may be required but only to the extent that the activities are not already covered by a PRA controlled function that applies to the firm or are not activities allocated to and carried on by another person who is a PRA approved person. (3) Also, for firms in (2), the function is expressly limited to that part of the function that relates to compliance with FCA requirements and standards under the regulatory system. (4) For firms in (2), references in SUP 10A.8.1R to SYSC should also be read as including references to comparable provisions in the PRA Rulebook: Solvency II Firms: Third Country Branches and Solvency II Regulations, as appropriate. [deleted] … 10A.9 Significant management functions Application 10A.9.1 R SUP 10A.9 applies only to a firm which:
(1) under SYSC 2.1.1R, chapters 2, 3 and 5 of the Allocation of Responsibilities parts of the PRA Rulebook applicable to Solvency II Firms and Non-Solvency II firms or SYSC 4.1.1R, apportions a significant responsibility, within the description of the significant management function, to a senior manager of a significant business unit; or (2) undertakes proprietary trading. 10A.9.2 G The FCA anticipates that there will be only a few firms needing to seek approval for an individual to perform the significant management function set out in SUP 10A.9.1R(1). In most firms, those approved for the FCA governing functions, FCA required functions and, where appropriate, the systems and controls function or the equivalent PRA controlled functions,

FCA 2018/XX are likely to exercise all the significant influence at senior management level. … 10A.9.4 G The scale, nature and complexity of the firm’s business may be such that a firm apportions, under SUP 10A.9.1R(1), a significant responsibility to an individual who is not approved to perform the FCA governing functions, FCA required functions or, where appropriate, the systems and controls function or the equivalent PRA controlled functions. If so, the firm should consider whether the functions of that individual fall within the significant management function. For the purposes of the description of the significant management functions, the following additional factors about the firm should be considered:
(1) the size and significance of the firm’s business in the United Kingdom; for example, a firm carrying on designated investment business may have a large number of approved persons (for example, in excess of 100 individuals); or a firm carrying on general insurance business may have gross written premiums in excess of £100m; … … Significant management function (CF29) 10A.9.9 R The significant management function is the function of acting as a senior manager with significant responsibility for a significant business unit that:
…
(2) effects contracts of insurance (other than contractually based investments); [deleted] … … 10A.9.11 R The significant management function does not include any of the activities described in any other FCA controlled function or PRA controlled function if that other controlled function applies to the firm. … 10A.10 Customer-dealing functions … 10A.10.5 R …

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10A.10.5A R In SUP 10A.10.5R, customer, in relation to a firm, means a person who is using, or who is or may be contemplating using, any of the services provided by the firm. 10A.10.6 G The FCA interprets the phrase “dealing with” as including having contact with customers customers and extending beyond “dealing” as used in the phrase “dealing in investments”. “Dealing in” is used in Schedule 2 to the Act to describe in general terms the regulated activities which are specified in Part II of the Regulated Activities Order. … 10A.11 Minimising overlap with the PRA approved persons regime [deleted] Introduction 10A.11.1 G SUP 10A.11 deals with how the FCA’s approved persons regime applies to PRA-authorised persons. SUP 10A.11 therefore only applies if the firm in question is a PRA-authorised person. 10A.11.2 G Both the FCA and the PRA may specify a function as a controlled function in relation to a PRA-authorised person. However, only the FCA has power to specify a customer-dealing function as a controlled function. 10A.11.3 G Therefore, if a person’s job for a firm involves:
(1) an FCA controlled function, the firm should apply to the FCA for approval; (2) a PRA controlled function, the firm should apply to the PRA for approval; (3) both an FCA controlled function and a PRA controlled function, the firm should apply to both the FCA and the PRA for approval (the purpose of SUP 10A.11 is to cut down the need for this sort of dual approval). 10A.11.4 G The PRA cannot give its approval for the performance of a PRA controlled function without the consent of the FCA. The firm does not need to apply to the FCA for that consent. The PRA must as soon as practicable notify the FCA of the receipt or withdrawal of an application to the PRA. 10A.11.5 G Under section 59B of the Act (Role of FCA in relation to PRA decisions) the FCA may arrange with the PRA that in agreed cases the PRA may give approval without obtaining the consent of the FCA. No such arrangements are currently in force. 10A.11.6 G The FCA and PRA have coordinated their approved persons regime to reduce the amount of overlap. These arrangements do not relate to the customer-dealing functions.

FCA 2018/XX
Guidance on how SUP 10A.11 works
10A.11.8 G (2) For a Solvency II firm and a small non-directive insurer only, SUP 10A.11.12R disapplies the FCA governing functions for a person who is approved to perform a PRA controlled function, subject to the conditions in SUP 10A.11.12R. (3) The FCA functions disapplied in accordance with the FCA governing functions overlap rule for Solvency II firms and small non-directive insurers (SUP 10A.11.12R) are absorbed into the relevant PRA controlled function by virtue of their inclusion in PRA Rulebook:
Insurance – Solvency II firms: Senior Insurance Management Functions, 2.5; Non-Solvency II firms: Non-Solvency II firms – Senior Insurance Management Functions, 2.6, and Non-Solvency II firms: Large Non-Solvency II firms – Senior Insurance Management Functions, 2.5). The main rule 10A.11.12 R A person (referred to as “A” in this rule) is not performing an FCA governing function (referred to as the ‘particular’ FCA governing function in this rule) in relation to a Solvency II firm or a small non-directive insurer (referred to as “B” in this rule), at a particular time, if:
(1) A has been approved by the PRA to perform any PRA controlled function in relation to B; (2) throughout the whole of the period between the time of the PRA approval in (1) and the time in question, A has been the subject of a current PRA approved person approval to perform a PRA controlled function in relation to B; (3) at the time of the PRA approval in (1), A was not subject to a current FCA approved person approval to perform the particular FCA controlled function in relation to B; (4) as part of the application for the PRA approval in (1), B notified the PRA that A would start to perform what would otherwise have been the particular FCA governing function (referred to as the “potential” FCA governing function in this rule) at or around the time of the PRA approval in (1); and (5) A started to perform the potential FCA governing function at or around the time of the PRA approval in (1) and has continued to perform it up to the time in question. 10A.12 Procedures relating to FCA-approved persons …

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10A.12.2 G Table: FCA-approved persons forms Form Purpose Handbook requirement … Form B SUP 10A Annex 5R SUP 10C
Annex 4R
Notice to withdraw an application to perform controlled functions under the approved persons regime SUP 10A.13.19R Form C SUP 10A Annex 6R SUP 10C
Annex 5R
Notice of ceasing to perform controlled functions SUP 10A.14.8R Form D SUP 10A Annex 7R SUP 10C
Annex 6R
Notification of changes in personal information or application details SUP 10A.14.15R … Note (1) : The form in the SUP annex shown is to be used by credit unions a firm whose Part 4A permission covers only credit-related regulated activities, and by other firms only in the event of a failure of the information technology systems used by the FCA. See the relevant “Handbook requirement”. Note (2): Where SUP 10A.1.16BR (appointed representative of an SMCR firm) applies, the version of the form to be used is the one required by SUP 10C (FCA senior managers regime for approved persons in SMCR firms). … 10A.12.6 G Copies of Forms A, B, C, D and E may be obtained from the FCA website. Credit unions can obtain copies from the FCA’s Contact Centre. To contact the FCA’s Contact Centre for approved persons enquiries:
…

FCA 2018/XX
10A.13 Application for approval and withdrawing an application for approval … How to apply for approval 10A.13.3 D … 10A.13.3A D If a firm must make an application using Form A, it must use Form A (shortened form) if:
(1) the candidate:
(a) has current approved person approval to perform:
(i) an FCA controlled function that is a significant influence function; or (ii) an FCA-designated senior management function; or (iii) a PRA controlled function; or (b) has had current approved person approval of the type described in (a) within the previous six months; and (2) there have been no matters arising in relation to the fitness and propriety of the person to whom the application relates which mean that the information provided to the FCA or the PRA regarding fitness and propriety in connection with the current approved person approval in (1)(a) or (b) may have changed since the application for that current approved person approval was made. … Who should make the application? 10A.13.5 G … … (2) Usually this will be the firm that is employing the FCA candidate to perform the FCA controlled function. Where a firm has outsourced the performance of an FCA controlled function, the details of the outsourcing determine where responsibility lies and whom the FCA anticipates will submit FCA-approved persons application forms. SUP 10A.13.6G describes some common situations. The firm which is outsourcing is referred to as “A” and the person to whom the performance of the FCA controlled function has been outsourced, or which makes the arrangement for the FCA controlled function to be performed, is referred to as “B”. In each situation, A must take reasonable care to ensure that, in accordance with section 59(2) of the Act, no person performs an FCA controlled function under an arrangement entered into by its contractor in relation to the carrying on by A of a regulated activity, without approval from the FCA. See

FCA 2018/XX also SYSC 3.2.4G and SYSC 8.1.1R, and SYSC 13.9 for insurers. 10A.13.6 G Outsourcing arrangements Outsourcing arrangements Submitting form … (i) A to B, where B is a nonauthorised person not part of the same group as A (ii) A to B, where A is a branch of an overseas firm in the United Kingdom, and B is an overseas undertaking of the same group (iii) A to B, where A is a UK authorised subsidiary of an overseas firm and B is an overseas undertaking of the same group Responsibility for (as opposed to the performance of) any activity outsourced to B will remain with A. See SYSC 3.2.4G and SYSC 8 A ensures that an individual approved by the FCA or the PRA under a controlled function that is a significantinfluence function has responsibility for the outsourced arrangement and A submits a form in relation to that individual … Withdrawing an application for approval 10A.13.19 R A firm notifying the FCA of its withdrawal of an application for approval must notify the FCA, using Form B, in the form set out in SUP 10A Annex 5R (SUP 10C Annex 4R). … 10A.14 Changes to an FCA-approved person’s details Moving within a firm 10A.14.1 G An FCA-approved person’s job may change from time to time as a result, for instance, of a change in personal job responsibilities or a firm’s regulated activities. Where the changes will involve the person performing one or more FCA controlled functions different from those for which approval has already been granted, then an application must be made to the FCA for approval for the person to perform those FCA controlled functions. The firm

FCA 2018/XX must take reasonable care to ensure that an individual does not begin performing an FCA controlled function until the FCA has granted FCAapproved person status to that individual in respect of that FCA controlled function. Similarly, a firm must get the FCA’s approval if a person is to start performing an FCA controlled function in relation to that firm when he already has the PRA’s approval to perform a PRA controlled function in relation to that firm. 10A.14.2 G If an FCA-approved person or a PRA-approved person is ceasing to perform FCA controlled functions or a PRA controlled function, as well as applying for approval in respect of FCA controlled functions within the same firm or group, SUP 10A.14.4D the firm should generally applies use Form E. Further details can be found in SUP 10A Annex 2 SUP 10A.14.4D. 10A.14.3 G If a person is to perform an FCA controlled function for a firm for which he they already performs perform a PRA controlled function or FCA controlled function as an approved person but he is they are not at the same time ceasing to perform an FCA controlled function or PRA controlled function, a firm should use Form A. It is not mandatory to complete all parts of the form. See the notes relevant to each form SUP 10A.13.3D and SUP 10A.13.3AD for full further details. 10A.14.4 D … (2) … (c) any of the following apply (where applicable):
(i) a notification referred to in SUP 10C.10.9D(4)(b) or (c) (notification obligations under the Act applying to relevant authorised persons SMCR firms) has been made or should be made; or (ii) … in relation to any:
(iii) …
(iv) any controlled function that they are continuing to perform for that firm or a firm in the same group. (3) … (b) SUP 10C.14.18R (the corresponding requirement for relevant authorised persons SMCR firms); or … … 10A.14.7 G In certain circumstances, when the FCA already has the information it would

FCA 2018/XX usually require, a shortened version of the relevant Form A may be completed. See the notes relevant to each form for full details. [deleted] Ceasing to perform an FCA controlled function 10A.14.8 R (1) A firm must submit to the FCA a completed Form C, in the form set out in SUP 10A Annex 6R, (SUP 10C Annex 5R) no later than seven business days after an FCA-approved person ceases to perform an FCA controlled function. … … Changes to an approved person’s personal details 10A.14.15 R If an FCA-approved person’s title, name or national insurance number changes, the firm for which the person performs an FCA controlled function must notify the FCA on Form D, in the form set out in SUP 10A Annex 7R, (SUP 10C Annex 6R) of that change within seven business days of the firm becoming aware of the matter. … 10A.14.21 G (1) If, in relation to a firm which has completed the relevant Form A (SUP 10A Annex 4D), any of the details relating to arrangements and FCA controlled functions are to change, the firm must notify the FCA on Form D (SUP 10A Annex 7R) (SUP 10C Annex 6R). … … 10A.15 References and accurate information References 10A.15.1 G … (2) This applies even if A is a firm to which SUP 10C (FCA senior management managers regime for approved persons in relevant authorised persons SMCR firms) applies rather than this chapter. (3) SYSC 22 also requires certain insurers to get a reference before applying to have someone approved as an approved person. [deleted] … 10A.16 How to apply for approval and give notifications 10A.16.1 D …

FCA 2018/XX
(2) Subject to (2A), an application by a firm other than a credit union must be made by submitting the Form online at fca.org.uk using the form specified on the FCA’s and PRA’s online notification and application system. … (3) An application by a credit union must be made using the form in SUP 10A Annex 4D or SUP 10A Annex 8D and must be submitted in the way set out in SUP 15.7.4R to SUP 15.7.9G (Form and method of notification). [deleted] … (5) An application by a firm in relation to a controlled function to which SUP 10A.1.16BR (appointed representative of an SMCR firm) applies must be made in accordance with SUP 10C.15 (Forms and other documents and how to submit them to the FCA) and not this
section.
10A.16.2 R …
(2) A notification must be made in accordance with SUP 10A.16.1D, except that the annexes to SUP 10A in which the forms are to be found are SUP 10A Annex 6R SUP 10C Annex 5R or SUP 10A
Annex 7 SUP 10C Annex 6R, rather than the Annexes mentioned in
SUP 10A.16.1D.
(3) A notification by a firm in relation to a controlled function to which SUP 10A.1.16BR (appointed representative of an SMCR firm) applies must be made in accordance with SUP 10C.15 (Forms and other documents and how to submit them to the FCA) and not this
section.
10A.16.2A R SUP 10A.16.2R(3) also applies to Form B in relation to a controlled function to which SUP 10A.1.16BR (appointed representative of an SMCR firm) applies. … 10A
Annex 1
Frequently asked questions
Question Answer
Type of firm
-1 Does this chapter apply to all types of firm? If not, where can No, SUP 10A does not apply to relevant authorised persons SMCR firms (broadly speaking, banks, credit unions, building societies, insurance firms

FCA 2018/XX
I find the equivalent material? and investment firms that are PRA-authorised persons). The requirements for these firms can be found in SUP 10C. However, this chapter does cover approved persons in appointed representatives of such firms. Requirements of the regime … 7 Do Lloyd’s underwriting agents still require registration with Lloyd’s? [deleted] Yes. Approval for a controlled function is not sufficient. … … Delete the following Annexes. The deleted text is not shown but [deleted] tags are added to the section headings as shown below. 10A
Annex 5
Form B: Notice to withdraw an application to perform controlled functions (including senior management functions) [deleted] 10A
Annex 6
Form C: Notice of ceasing to perform controlled functions (including senior management functions) [deleted] 10A
Annex 7
Form D: Notification of changes in personal information or application details and conduct breaches/disciplinary action related to conduct [deleted] Delete the following the following forms from the following Annexes. The deleted text is not shown.
Annex where form to be found Name of form to be deleted
SUP 10A Annex 4 (Form A:
Application to perform controlled functions under the approved person regime) Long Form A – UK and Overseas Firms (not Incoming EEA) (The form to be deleted is the joint PRA and FCA version) Long Form A – Solvency II firms only Short Form A - Solvency II firms only Long Form A – Large non-directive insurers only

FCA 2018/XX
Short Form A – Large non-directive insurers only Long Form A – Small non-directive insurers only Short Form A – Small non-directive insurers only Solvency II Firms: Scope of Responsibilities Large non-directive insurers: Scope of Responsibilities Small non-directive insurers: Scope of Responsibilities Long Form A – UK Firms (Relevant Authorised Persons only) SUP 10A Annex 8 (Form E: Internal transfer of an approved person) Form E Internal transfer of an approved person (the version to be deleted is the one for Solvency II firms) Form E Internal transfer of an approved person (small non-directive insurers only) Form E Internal transfer of an approved person (for large nondirective insurers only) Amend the following as shown. [Editor’s note: The text of SUP 10C takes into account the amendments proposed in the instrument included in CP17/25 and 17/26 as if it was made.] 10C FCA senior managers regime for approved persons in SMCR firms 10C.1 Application … 10C.1.8 G (1) SUP 10A.1.15R to SUP 10A.1.16DG (Appointed representatives) deal with the approved persons regime for appointed representatives of relevant authorised persons SMCR firms. (2) In general this chapter does not apply to appointed representatives of relevant authorised persons SMCR firms. SUP 10A applies instead. (3) In theory, a person employed by an appointed representative of a relevant authorised person an SMCR firm could come within one of

FCA 2018/XX the controlled functions in this chapter. If so, that person will be performing a senior management function and this chapter would apply. However, the FCA thinks that such a situation should rarely, if ever, arise. … … 10C.3 General material about the definition of controlled functions … 10C.3.4 G The FCA has (in SUP 10A) specified controlled functions for relevant authorised persons SMCR firms that are not designated senior management functions. (See SUP 10C.1.7R to SUP 10C.1.8G (Appointed representatives)). … 10C.4 Specification of functions … 10C.4.3 R Table of FCA-designated senior management functions SMCR firms Type SMF Description of FCA controlled function FCA governing functions … … FCA required functions … … SMF 21 EEA branch senior manager function … … Systems and controls function … … Other high-level management functions SMF 21 EEA branch senior manager function 10C.4.4 G As described in SUP 10C.1.7R to SUP 10C.1.8G (Appointed representatives), SUP 10A specifies certain other controlled functions for relevant authorised persons SMCR firms.

FCA 2018/XX
…
10C.5 FCA governing functions: Executive
…
10C.5.14 G …
(2) If the chairman chair of the governing body is also the chief executive, they will be discharging this function. … … 10C.5A FCA governing functions: Oversight … Chairman Chair of the nomination committee function (SMF13) 10C.5A.2 R If the firm has a nomination committee, the chair chairman of the nomination committee function is the function of acting in the capacity of the chairman of that committee. … 10C.5A.4 G Please note that the chairman chair of the nomination committee function still applies if the firm is not a CRR firm. … Chairman Chair of the with-profits committee function (SMF15) 10C.5A.12 R If the firm has a with-profits committee, the chairman chair of the withprofits committee function is the function of acting in the capacity of a nonexecutive chairman chair of the committee. 10C.5A.13 R If the firm has a with-profits advisory arrangement, the chairman chair of the with-profits committee function is the function of being whichever of the following applies to the firm:
…
…
10C.8 The other local responsibility function (SMF22) and EEA branch senior manager functions (SMF21) … EEA branch senior manager function (SMF21)

FCA 2018/XX
10C.8.4 R (1) …
(2) The activities listed in this paragraph are:
…
(b) …
(ba) effects contracts of insurance (other than contractually based investments); … … 10C.9 Minimising overlap with the PRA approved persons regime … 10C.9.9 G Table: Examples of how the need for dual FCA and PRA approval in relation to PRA-authorised persons is reduced Example Whether FCA approval required Whether PRA approval required Comments … (11) A is appointed to be chairman chair of the governing body and chairman chair of the nomination committee at the same time. No. A does not need approval to perform the chairman chair of the nomination committee function. Yes, on first appointment. Being chairman chair of the governing body is a PRA-designated senior management function. Therefore, the answer for example (1) applies. … … Note 2: Where one of the examples in this table includes someone being chief risk or finance officer or chairman chair of the governing body, the example assumes that the firm is of a type for which that function is a PRAdesignated senior management function.

FCA 2018/XX
…
10C.10 Application for approval and withdrawing an application for approval … How to apply for approval 10C.10.8 D (1) An application by a firm for the FCA’s approval under section 59 of the Act (Approval for particular arrangements) for the performance of an FCA-designated senior management function must be made by completing Form A (SUP 10C Annex 2D SUP 10C Annex 3D), except where SUP 10C.10.9D requires Form E. … … 10C.10.9 D (1) A firm must use Form E (SUP 10C Annex 3D SUP 10C Annex 7D) where an approved person:
…
(4) A firm must not use Form E if:
(a) a notification has been made or should be made:
(i) to the FCA under SUP 10C.14.18R (Changes in fitness to be notified under Form D); or (ii) (if the firm is a PRA-authorised person) to the PRA under any equivalent PRA rule; or … (b) a notification has been made or should be made to the FCA or (if the firm is a PRA-authorised person) PRA under any of the following:
…
(c) (if the firm is a PRA-authorised person) a notification has been made or should be made to the PRA under any provision of the PRA Rulebook corresponding to the requirements in (b); or … … Withdrawing an application for approval

FCA 2018/XX
10C.10.36 R A firm notifying the FCA of its withdrawal of an application for approval must use Form B (SUP 10A Annex 5R SUP 10C Annex 4R). … 10C.11 Statements of responsibilities … Applications for approval 10C.11.3 D An application by a firm for the FCA’s approval under section 59 of the Act (Approval for particular arrangements) for the performance of an FCAdesignated senior management function must be accompanied by a statement of responsibilities (SUP 10C Annex 5D) (SUP 10C Annex 10D). … Revised statements of responsibilities: Procedure 10C.11.7 D (1) A firm must provide a revised statement of responsibilities under
section 62A of the Act under cover of Form J (SUP 10C Annex 5D)
(SUP 10C Annex 9D).
…
…
10C.11.17 G The requirement for a single document does not prevent the document having an attachment sheet for additional information where SUP 10C
Annex 5D (SUP 10C Annex 10D) (the FCA’s template for statements of
responsibilities) allows this.
…
Past versions
10C.11.22 G …
10C.11.22
A
R (1) This rule applies to an SMCR firm that is a Solvency II firm (including a large non-directive insurer). (2) A firm must retain each version of a statement of responsibilities for:
(a) (in the case of a large non-directive insurer) six years; or (b) (in any other case) ten years; from the date on which it was superseded by a more up-to-date version. (3) A firm must be in a position to provide each version to the FCA on

FCA 2018/XX request for as long as the firm is required to retain it. … 10C.12 Conditional and time-limited approvals … 10C.12.2 G … (3) The FCA has (in SUP 10A) specified controlled functions for relevant authorised persons SMCR firms that are not designated senior management functions. See SUP 10C.1.7R to SUP 10C.1.8G (Appointed representatives) for more about this. … … 10C.13 Variation of conditional and time-limited approvals … Variation of a conditional approval at the request of the firm: process 10C.13.6 D An application by a firm to the FCA under section 63ZA of the Act (Variation of senior manager’s approval at request of authorised persons) must be made by using Form I (SUP 10C Annex 4D) (SUP 10C Annex 8D). … 10C.13.15 R A firm notifying the FCA of its withdrawal of an application for variation of an approval must use Form B (SUP 10A Annex 5R) (SUP 10C Annex 4R). … 10C.14 Changes to an FCA-approved person’s details … Ceasing to perform an FCA-designated senior management function 10C.14.5 R … (2) It must make that notification by submitting to the FCA a completed Form C (SUP 10A Annex 6R SUP 10C Annex 5R). … … Changes to an approved person’s personal details

FCA 2018/XX
10C.14.13 R If an FCA-approved SMF manager’s title, name or national insurance number changes, the firm for which the person performs an FCA-designated senior management function must notify the FCA on Form D (SUP 10A
Annex 7R SUP 10C Annex 6R), of that change within seven business days
of the firm firm becoming aware of the matter.
…
Changes to arrangements
10C.14.15 R (1) If any of the details relating to:
(a) the arrangements in relation to any of a firm’s FCA-approved SMF managers; or (b) any FCA-designated senior management functions of one of its FCA-approved SMF managers; are to change, the firm must notify the FCA on Form D (SUP 10A
Annex 7R SUP 10C Annex 6R).
…
…
10C.15 Forms and other documents and how to submit them to the FCA … 10C.15.3 G Table: FCA approved persons forms and other documents Form or other document Purpose Handbook requirement The relevant Form A SUP 10C
Annex 2D
SUP 10C
Annex 3D
Application to perform designated senior management functions SUP 10C.10.8D Form B SUP 10A
Annex 5R
SUP 10C
Annex 4R
Notice to withdraw an application to perform controlled functions under the approved persons regime SUP 10C.10.36R Notice to withdraw an application to vary SUP 10C.13.15R

FCA 2018/XX an approval under the senior managers regime Form C SUP 10A
Annex 6R
SUP 10C
Annex 5R
Notice of ceasing to perform controlled functions SUP 10C.14.5R Form D SUP 10A
Annex 7R
SUP 10C
Annex 6R
Notification of changes in personal information or application details or functions SUP 10C.14.13R SUP 10C.14.15R Notification about fitness or of breach of conduct rules SUP 10C.14.18R SUP 10C.14.22R Form E SUP 10C
Annex 3D
SUP 10C
Annex 7D
Internal transfer of an approved person
SUP 10C.10.9D
Form I SUP 10C
Annex 4D
SUP 10C
Annex 8D
Application to vary a conditional approval SUP 10C.13.6D Form J SUP 10C
Annex 6D
SUP 10C
Annex 9D
Notification of significant change to a statement of responsibilities SUP 10C.11 Relevant statement of responsibilities SUP 10C
Annex 5D
SUP 10C
Annex 10D
SUP 10C.11
Note: Some of the forms are also used in SUP 10A, which deals with the approved persons regime for firms that are not relevant authorised persons. Therefore:
(1) where column three refers to the approved persons regime, that includes the senior management regime for SMF managers in this chapter, as well as the regime in SUP 10A for approved persons in firms that are not relevant

FCA 2018/XX authorised persons;
(2) where column three refers to approved persons, that includes SMF managers in this chapter as well as other approved persons in SUP 10A … Method of submission: electronic submission 10C.15.11 R … (2) A firm must use the version of the form or document made available on the electronic system referred to in (1), which is based on the version found in the applicable Annex to this chapter or to SUP 10A (which are listed in SUP 10C.15.3G). … … Method of submission: other forms of submission 10C.15.14 R … (2) A firm must use the version of the form or document found in the applicable Annex to this chapter or to SUP 10A (which are listed in SUP 10C.15.3G). … 10C Annex 2G Summary of forms and their use in the senior managers regime Function Form Submission … (17) Significant change to an approved person’s responsibilities. Form J Form J should not be used if the firm is also submitting a Form A, E or I for the same SMF The revised statement of responsibilities should be included. A statement of responsibilities must be submitted in the format prescribed by the FCA (SUP 10C Annex 5D) (SUP 10C Annex 10D).

FCA 2018/XX manager
[Editor’s note: The tables in SUP 10C Annex 1 (What functions apply to what type of firm) included in the instrument in CP17/25 and CP17/26 are amended by replacing “chairman” with “chair” wherever it appears. These changes are not shown.] Delete the following annexes to SUP 10C. The deleted text is not shown SUP 10C Annex 1 Summary of forms and their use in the senior management regime for SMF managers SUP 10C Annex 2D Form A: Application to perform senior management functions SUP 10C Annex 3D Form E: Internal transfer of an approved person (for firms and individuals subject to the senior management regime) SUP 10C Annex 4D Form I: Application for the variation of a conditional approval for performance of a senior management function SUP 10C Annex 5D Statement of responsibilities SUP 10C Annex 6D Form J: Notification of significant change to a statement of responsibilities Insert the following annexes in the appropriate position. The text (which consists of forms) is included in Part 1 of Annex W of this instrument. The text in ordinary type is the title of the form to be included. Underlined text is to be included in the Handbook as a heading. 10C Annex 3D Form A: Application to perform senior management functions Long Form A Long Form A - Dual regulated firms (including EEA and third country firms) Long Form A – UK and overseas firms (not incoming EEA) for MiFID authorisation applications Short Form A Short Form A - Dual regulated firms (including EEA and third country firms) 10C Annex 4R Form B: Notice to withdraw an application to perform controlled functions (including senior management functions) Form B – Notice to withdraw an application to perform controlled functions (including senior management functions) 10C Annex 5R Form C: Notice of ceasing to perform controlled functions including senior management functions Form C – Notice of ceasing to perform controlled functions including senior management functions

FCA 2018/XX
10C Annex
6R
Form D: Notification: Changes to personal information/application details and conduct breaches/disciplinary action related to conduct Form D – Notification: Changes to personal information/application details and conduct breaches/disciplinary action related to conduct 10C Annex 7D Form E: Internal transfer of a person performing a controlled function Form E – Internal transfer of a person performing a controlled function for dual regulated firms 10C Annex 8D Form I: Application to add, vary or remove a conditional approval for the performance of a senior management function Form I – Application to add, vary or remove a conditional approval for the performance of a senior management function 10C Annex 9D Form J: Notification of significant changes in responsibilities of a person performing a senior management function Form J – Notification of significant changes in responsibilities of a person performing a senior management function 10C Annex 10D Statement of responsibilities Statement of responsibilities for dual-regulated SMCR firms … 12 Appointed representatives …
12.4 What must a firm do when it appoints an appointed representative or an
EEA tied agent?
…

FCA 2018/XX
12.4.4 G In assessing, under SUP 12.4.2R(2)(b), whether an appointed representative
or prospective appointed representative is otherwise suitable to act for the firm in that capacity, a firm should consider:
…
(2) the fitness and propriety (including good character and competence) and financial standing of the controllers, directors, partners, proprietors and managers of the person; firms seeking guidance on the information which they should take reasonable steps to obtain and verify should refer to FIT and the questions in the relevant Form A (Application to perform controlled functions under the approved person regime) in SUP 10A Annex 4 or in the PRA’s rulebook. …
12.6 Continuing obligations of firms with appointed representatives or EEA tied
agents
…
Obligations of firms under the approved persons and senior managers regime
12.6.8 G …
(4) The approved persons regime for relevant authorised persons SMCR firms is in SUP 10C (FCA senior management managers regime for approved persons in relevant authorised persons SMCR firms), rather than SUP 10A. However, SUP 10A still applies to approved persons of appointed representatives of relevant authorised persons SMCR firms (see SUP 10A.1.16BR to SUP 10A.1.16DG and SUP 10C.1.8G for more about this). … The certification regime
12.6.16 G SYSC 27.4.2G explains the application of the certification regime in SYSC
27 to appointed representatives of relevant authorised persons SMCR firms. The certification regime does not apply to firms that are not relevant authorised persons SMCR firms. … 13A Qualifying for authorisation under the Act … 13A.6 Which rules will an incoming EEA firm be subject to? …

FCA 2018/XX
13A.6.3 G …
(2) An EEA SMCR firm or Treaty firm which is an EEA relevant authorised person should also refer to SUP 10C (FCA senior management managers regime for approved persons in relevant authorised persons SMCR firms). … 13A
Annex 1G
Application of the Handbook to Incoming EEA Firms … (1) Module of Handbook (2) Potential application to an incoming EEA firm with respect to activities carried on from an establishment of a firm (or its appointed representative) in the United Kingdom (3) Potential application to an incoming EEA firm with respect to activities carried on other than from an establishment of the firm (or its appointed representative) in the United Kingdom … … … SYSC … SYSC 19A, 19B, 19C and 19D do not apply. SYSC 23 to 27 apply with the modifications described in those chapters. … … SYSC 23 to 27 do not apply COCON COCON applies to employees of firms which are relevant authorised persons SMCR firms. See COCON 1.1 for detailed rules on the application of COCON. Does not apply. … … … APER APER applies to approved persons other than relevant authorised persons of firms other than SMCR firms (APER 1.1A.1G). See below under SUP Not relevant because SUP 10A does not apply.

FCA 2018/XX
10A as to whether controlled functions are performed, and approval therefore required. … … … SUP … … SUP 10A (Approved persons) Applies to an EEA firm that is not an SMCR firm, but the applicable controlled functions are limited. See SUP 10A.1 (Application) for more detailed guidance. SUP 10A applies in a limited way in relation to an incoming EEA firm that is a Solvency II firm (see SUP 10A.1.8G). SUP 10A (Approved persons) Does not apply (SUP 10A.1.6R). … … SUP 10C (FCA senior management regime for approved persons in relevant authorised persons) (FCA senior managers regime for approved persons in SMCR firms) Applies to EEA SMCR firms, but the applicable controlled functions are limited. See SUP 10C Annex 1 (What functions apply to what type of firm) for more details of what functions apply. Applies to EEA incoming firms which are EEA relevant authorised persons, but the applicable controlled functions are limited. See SUP 10C.1 (Application) for more detailed guidance. Does not apply … … … … 15 Notifications to the FCA
15.1 Application
…

FCA 2018/XX
Relevant authorised persons SMCR firms
15.1.7 R The following apply only to relevant authorised persons SMCR firms:
…
15.2 Purpose
…
15.2.5 G SUP 15.11 (Notification of COCON breaches and disciplinary action)
provides rules and guidance on notifications to the FCA by a relevant authorised person an SMCR firm where the relevant authorised person SMCR firm takes disciplinary action in relation to any conduct rules staff and the reason for taking that action is a reason specified in rules made by the FCA. This is a requirement imposed under section 64C of the Act. …
15.3 General notification requirements
…
15.3.14A G …
(4) SUP 10C.14 only applies to relevant authorised persons SMCR firms. SUP 10A.14 applies similar, but less extensive, obligations to firms that are not relevant authorised persons SMCR firms. Paragraphs (2) and (3) apply to those notifications as well. Such notifications should however be made under SUP 10A.14. …
15.6 Inaccurate, false or misleading information
…
15.6.6A G SUP 15.11.13R(4) adjusts the time when, and how, a relevant authorised person an SMCR firm should make updates under SUP 15.6.4R about notifications under section 64C of the Act (Notification of disciplinary action against certain employees). …
15.11 Notification of COCON breaches and disciplinary action
…
15.11.15 R …
15.11.15A R (1) If a firm to which SUP 15.11.14R applies fails to submit a completed notification under SUP 15.11.13R by the date on which it is due, in

FCA 2018/XX accordance with SUP 15.11.13R, the firm must pay an administrative fee of £250. (2) The administrative fee in (1) does not apply if the firm is unable to submit a report in electronic format within the time required because of a systems failure of the kind described in SUP 15.11.14(3). … 15 Annex 7R Form H: Form for the notification of disciplinary action relating to conduct rules staff (other than SMF managers) in relevant authorised persons SMCR firms Delete the form in SUP 15 Annex 7R and replace it with the new form titled “Notification of Disciplinary Action relating to conduct rules staff (other than SMF managers) in SMCR firms” as set out in Part One of Annex W of this instrument. The deleted text is not shown. … TP 6 Financial Services (Banking Reform) Act 2013: Approved persons Note to the reader 6.1.1-2 G (1) SUP TP 6 has not been amended to reflect changes in the FCA Handbook and Glossary since the beginning of 2018. This is because it is made up of transitional provisions that mostly expired before then. (2) A small number of provisions may have effect beyond that date. To help the reader, the table in SUP TP 6.1.1-1G explains how superseded Glossary terms in SYSC TP 5 should be interpreted. 6.1.1-1 G Table: Meaning of superseded Glossary terms Term in SYSC TP 5 Term that has replaced it EEA relevant authorised person EEA SMCR dual regulated banking sector firm non-UK relevant authorised person an EEA SMCR dual regulated banking sector firm or a third-country SMCR dual regulated banking sector firm relevant authorised person SMCR dual regulated banking sector firm third-country relevant authorised third-country SMCR dual regulated

FCA 2018/XX person banking sector firm
UK relevant authorised person UK SMCR dual regulated banking sector firm …
Part 4: Comes into force [ ] 2019 [about six months before main commencement date for
solo-regulated firms]
TP 10 Bank of England and Financial Services Act 2016: Approved persons …
10.23 Forms
10.23.1 R Form K
[Insert here the form titled “Conversion Notification Form – FCA Solo Regulated Firms (Form K)”. The text of this form is contained in Part One of Annex W of this instrument]
Part 5: Comes into force [ ] 2019 [main commencement date for solo-regulated firms]
6 Applications to vary and cancel Part 4A permission and to impose, vary or cancel requirements …
6.3 Applications for variation of permission and/or imposition, variation or
cancellation of requirements

FCA 2018/XX
…
How a variation of permission may affect the firm’s approved persons
6.3.8 G (1) Where a firm is submitting an application for variation of Part 4A
permission which would lead to a change in the controlled functions of its approved persons, it should, at the same time and as appropriate:
(a) make an application for an internal transfer of an approved person, Form E (Internal transfer of a person performing a controlled function), or make an application for an individual to perform additional controlled functions, the relevant Form A (Application to perform controlled senior management functions); see:
(i) SUP 10A.13.3D to SUP 10A.13.5G (for a firm that is not an SMCR firm); [deleted] (ii) SUP 10C.10 (for an SMCR firm); or (iii) the corresponding PRA requirements; (b) notify the FCA or PRA of any approved person who has ceased to perform a controlled function specified by that regulator, Form C (Notice of ceasing to perform controlled functions (including senior management functions)); see:
(i) SUP 10A.14 (for a firm that is not an SMCR firm); [deleted] (ii) SUP 10C.14 (for an SMCR firm); or (iii) the corresponding PRA requirements; (2) If the firm intends to recruit new individuals to perform controlled functions, it should apply for approval of the individuals as approved persons as soon as possible using Form A (Application to perform controlled senior management functions); see:
(a) SUP 10A.13 (for a firm that is not an SMCR firm); [deleted] (b) SUP 10C.10 (for an SMCR firm); or (c) the corresponding PRA requirements. …
6.4 Applications for cancellation of permission
…

FCA 2018/XX
Approved persons
6.4.18 G (1) A firm which is applying for cancellation of Part 4A permission and
which is not otherwise authorised by, or under, the Act should, at the same time:
(a) comply with:
(i) SUP 10A.14.8R (for a firm that is not an SMCR firm); [deleted] (ii) SUP 10C.14.5R (for an SMCR firm); or (iii) the corresponding PRA requirements; and … … … 10A FCA Approved Persons in Appointed Representatives 10A.1 Application 10A.1.1 R This chapter applies to every : firm that is not an SMCR firm that has an appointed representative. (1) ; and (2) SMCR firm, but only to the extent required by SUP 10A.1.16BR (Appointed representatives). … 10A.1.2 G This chapter is also relevant to every FCA-approved person:
(1) of a firm that is not an SMCR firm FCA-approved person of an appointed representative of an SMCR firm; and (2) of any appointed representative, including of an appointed representative of an SMCR firm. … Overseas firms appointed representatives: UK services 10A.1.5 R (1) This chapter does not apply in relation to an overseas firm overseas appointed representative in relation to regulated activities which are carried on in the United Kingdom other than from an establishment maintained by it or its that appointed representative in the United Kingdom.

FCA 2018/XX
(2) An overseas appointed representative means an appointed representative which has its registered office (or, if it has no registered office, its head office) outside the United Kingdom. Overseas firms appointed representatives: UK establishments 10A.1.6 R - (1) Only the following This rule modifies the effect of the FCA controlled functions set out in this rule so far as they apply in relation to an overseas firm overseas appointed representative which maintains an establishment in the United Kingdom from which regulated activities are carried on : . (1) the The director function where only applies to the extent that the person performing that function:
(a) has responsibility for the regulated activities of a the UK branch establishment which are likely to enable him them to exercise significant influence over that branch establishment; or (b) is someone whose decisions or actions are regularly taken into account by the governing body of that branch; establishment. (2) the The non-executive director function where only applies to the extent that the person performing one of those functions that function:
(a) has responsibility for the regulated activities of a the UK branch establishment which is likely to enable him them to exercise significant influence over that branch establishment; or (b) is someone whose decisions or actions are regularly taken into account by the governing body of that branch; establishment. (3) the chief executive function; [deleted] (4) the FCA required functions; [deleted] (5) the systems and controls function; [deleted] (6) the significant management function in so far as the function relates to:
(a) designated investment business other than dealing in investments as principal, disregarding article 15 of the Regulated Activities Order; or (b) processing confirmations, payments, settlements, insurance

FCA 2018/XX claims, client money and similar matters in so far as this relates to designated investment business; and [deleted] (7) the customer function. [deleted] (8) An overseas appointed representative means an appointed representative which has its registered office (or, if it has no registered office, its head office) outside the United Kingdom. Incoming EEA firms, and incoming Treaty firms and UCITS qualifiers 10A.1.7 R This chapter does not apply in relation to the appointed representative of:
(1) an incoming EEA firm; or
(2) an incoming Treaty firm; or
(3) a UCITS qualifier; if and in so far as the question of whether a person is fit and proper to perform a particular function in relation to that firm is reserved, under any of the Single Market Directives, the Treaty, the UCITS Directive or the auction regulation, to an authority in a country or territory outside the United Kingdom. 10A.1.8 G SUP 10A.1.7R reflects the provisions of section 59(8) of the Act and, in relation to an incoming Treaty firm and a UCITS qualifier, the Treaty and the UCITS Directive. It preserves the principle of Home State prudential regulation. In relation to an incoming EEA firm exercising an EEA right, or an incoming Treaty firm exercising a Treaty right, the effect is to reserve to the Home State regulator the assessment of the fitness and propriety of a person performing a function in the exercise of that right. A member of the governing body, or the notified UK branch manager, of an incoming EEA firm, acting in that capacity, will not therefore have to be approved by the FCA under the Act. 10A.1.9 G Notwithstanding SUP 10A.1.8G, an incoming EEA firm or incoming Treaty firm will have had to consider the impact of the Host State rules with which it is required to comply when carrying on a passported activity or Treaty activity through a branch in the United Kingdom. An incoming EEA firm will have been notified of those provisions under Part II of Schedule 3 to the Act in the course of satisfying the conditions for authorisation in the United Kingdom. [deleted] 10A.1.10 G An incoming EEA firm will have to consider, for example, the position of a branch manager based in the United Kingdom who may also be performing a function in relation to the carrying on of a regulated activity not covered by the EEA right of the firm. In so far as the function is within the description of an FCA controlled function, the firm will need to seek approval for that person to perform that FCA controlled function. [deleted]

FCA 2018/XX
Incoming EEA firms: passported activities from a branch 10A.1.11 R Only the following FCA controlled functions apply to an incoming EEA firm with respect to its passported activities carried on from a branch in the United Kingdom:
(1) the money laundering reporting function; (2) the significant management function, in so far as the function relates to:
(a) designated investment business other than dealing in investments as principal, disregarding article 15 of the Regulated Activities Order; or (b) processing confirmations, payments, settlements, insurance claims, client money and similar matters, in so far as this relates to designated investment business; and (c) [deleted] (3) the customer function other than where this relates to the function in SUP 10A.10.7R(4) and (7). [deleted] … Incoming EEA firms etc with top-up permission activities from a UK branch 10A.1.13 R In relation to the activities of a firm for which it has a top-up permission, only the following FCA controlled functions apply:
(1) the FCA required functions, other than the apportionment and oversight function and the compliance oversight function; (2) the significant management function, in so far as it relates to:
(a) designated investment business other than dealing in investments as principal, disregarding article 15 of the Regulated Activities Order; or (b) processing confirmations, payments, settlements, insurance claims, client money and similar matters, in so far as this relates to designated investment business; and (c) [deleted] (3) the customer function. [deleted] 10A.1.14 R A person does not perform the significant management function for a firm under SUP 10A.1.11R or SUP 10A.1.13R if that person would not have been treated as performing any FCA controlled function for that firm if that

FCA 2018/XX firm had been a UK firm. [deleted] Appointed representatives Exclusions and modifications 10A.1.15 R The descriptions of the following FCA controlled functions apply to an appointed representative of a firm, except This chapter does not apply in relation to CBTL business or an introducer appointed representative, as they apply to an FCA-authorised person: . (1) the FCA governing functions, subject to SUP 10A.1.16R and except for a tied agent of an EEA MiFID investment firm; and (2) the customer function other than in relation to acting in the capacity of an investment manager (see SUP 10A.10.7R(6)). 10.1.15A R The FCA governing functions do not apply to a tied agent of an EEA MiFID investment firm. 10A.1.16 R (1) SUP 10A.1.15R This chapter is modified in relation to an appointed representative meeting the conditions in (2) so that only one of the following FCA governing functions:
(a) director function; or
(b) chief executive function; or
(c) partner function; or
(d) director of unincorporated association function; applies, as appropriate, to an individual within that appointed representative who will be required to be an FCA-approved person. (2) The conditions are that:
(a) the scope of appointment of the appointed representative includes insurance distribution activity in relation to noninvestment insurance contracts or credit-related regulated activity, but no other regulated activity; and (b) the principal purpose of the appointed representative is to carry on activities other than regulated activities. 10A.1.16A R This The customer function is the only controlled function in this chapter that applies to an appointed representative that is an SMCR firm and has a limited permission to carry on a regulated activity prescribed for the purposes of section 39(1E)(a) of the Act as follows: . (1) FCA controlled functions apply to the appointed representative as set out in SUP 10A.1.15R and SUP 10A.1.16R in relation to the carrying on of the regulated activity, for which it does not have permission, comprised in the business for which its principal has

FCA 2018/XX accepted responsibility;
(2) (a) unless it is a not-for-profit debt advice body, the apportionment and oversight function applies in relation to the carrying on of the regulated activity for which it has limited permission; (b) if it is a not-for-profit debt advice body and a CASS large debt management firm, the CASS operational oversight function applies in relation to the carrying on of debt management activity. 10A.1.16B R SUP 10A.1.15R and SUP 10A.1.16R apply to the appointed representative of an SMCR firm. [deleted] 10A.1.16C G (1) References in this chapter to a firm include an SMCR firm, but only to the extent required by SUP 10A.1.16BR Certain additional controlled functions apply to a firm in SUP 10A.1.16AR under SUP 10C (FCA senior managers regime for approved persons in SMCR firms). (2) References in SUP 10A.1.15R and SUP 10A.1.16R to FCA governing functions and other controlled functions are to controlled functions in this chapter, not in SUP 10C (FCA senior management managers regime for approved persons in SMCR firms). Senior management functions 10A.1.16D G … (2) Generally, the FCA does not think that a person performing a function in SUP 10A.1.16BR this chapter will have sufficient responsibility for managing the affairs of the appointed representative’s principal (as opposed to managing the affairs of the appointed representative itself) to perform a senior management function. (3) Therefore:
(a) the FCA has not designated any of the functions in SUP 10A.1.16BR this chapter as a senior management function; and (b) none of the functions in SUP 10A.1.16BR this chapter are designated senior management functions. … Members of a profession 10A.1.17 R (1) This chapter, except in respect of the FCA required functions, does not apply to an authorised professional firm in respect of its non-

FCA 2018/XX mainstream regulated activities, subject to (2).
(2) Where the authorised professional firm has appointed FCAapproved persons to perform the FCA governing functions with equivalent responsibilities for the firm’s non-mainstream regulated activities and other regulated activities, for the firm’s nonmainstream regulated activities this chapter applies with respect to the FCA governing functions and the FCA required functions (other than the apportionment and oversight function) only. [deleted] Oil market participants, service companies, energy market participants, subsidiaries of local authorities or registered social landlords and insurance intermediaries 10A.1.18 R The descriptions of FCA significant-influence functions, other than the FCA required functions, and, if the firm is a MiFID investment firm, the FCA governing functions do not extend to activities carried on by a firm whose principal purpose is to carry on activities other than regulated activities and which is:
(1) an oil market participant; or
(2) a service company; or
(3) an energy market participant; or
(4) a wholly owned subsidiary of:
(a) a local authority; or
(b) a registered social landlord; or
(5) a firm with permission to carry on insurance distribution activity in relation to non-investment insurance contracts but no other regulated activity (except advising on P2P agreements). [deleted] 10A.1.19 G It will be a matter of fact in each case whether, having regard to all the circumstances, including in particular where the balance of the business lies, a firm’s principal purpose is to carry on activities other than regulated activities. If a firm wishes to rely on SUP 10A.1.18R, it should be in a position to demonstrate that its principal purpose is to carry on activities other than regulated activities. [deleted] … Bidders in emissions auctions 10A.1.21 G For a firm that is exempt from MiFID under article 2(1)(i) and whose only permission is bidding in emissions auctions, the only FCA controlled functions that apply to it are:
(1) the FCA governing functions;

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(2) the money laundering reporting function; (3) the customer function; and (4) [deleted] This is because the FCA-approved person regime specifies a number of functions by incorporation of requirements in SYSC; however, a firm carrying on auction regulation bidding is only subject to SYSC to a limited extent in relation to that activity. This means that the FCA required functions do not apply to auction regulation bidding, except for the money laundering reporting function. Similarly, the significant management function does not apply in relation to auction regulation bidding because, in carrying on that activity, a firm is not subject to SYSC 4.1.1R and is not undertaking proprietary trading. [deleted] Territorial scope of SUP 10A in relation to benchmark submission 10A.1.22 R Notwithstanding anything to the contrary in SUP 10A.1.5R, SUP 10A.1.6R and SUP 10A.1.13R the application of SUP 10A to the benchmark submission function is as set out in MAR 8.2.3R. [deleted] 10A.1.23 G MAR 8.2.3R says that the obligation on a benchmark submitter to appoint a benchmark manager applies if it maintains an establishment in the United Kingdom. Therefore, SUP 10A applies to the benchmark submission function whether or not the activity of providing information in relation to a specified benchmark (or any other regulated activity) or the benchmark submission function are carried on from that establishment. [deleted] Internally managed corporate AIFs 10A.1.24 G In accordance with section 59(7C) of the Act this chapter does not apply to an internally managed AIF which is a body corporate and not a collective investment scheme. [deleted] Credit firms with limited permission 10A.1.25 R (1) Subject to (2) and (3), this chapter, except in respect of the apportionment and oversight function, does not apply to a firm that has limited permission in relation to the carrying on of the relevant credit activity (as defined in paragraph 2G of Schedule 6 to the Act) for which it has limited permission. (2) Subject to (3), this chapter does not apply to a not-for-profit debt advice body. (3) This chapter applies to a not-for-profit debt advice body that is a CASS large debt management firm with respect to the CASS operational oversight function only. [deleted] …

FCA 2018/XX
Obligations on firms
10A.1.28 G (1) The requirements in this chapter about notifications and applications are addressed to firms. This means the appointed representative’s principal. (2) If an appointed representative has more than one principal, the requirements in (1) are addressed to the approved person employer of the approved person in question. 10A.2 Purpose 10A.2.1 G The immediate purpose of SUP 10A.3 to SUP 10A.11 is to specify, under
section 59 of the Act, descriptions of the FCA controlled function which are
listed in SUP 10A.4.4R. The underlying purpose is to establish, and mark the boundaries of, the “FCA-approved persons regime” for appointed representatives. … 10A.3 Provisions related to the Act … 10A.3.3 G 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, his their becoming a partner, or his their employment (whether under a contract of service or otherwise). For the provisions in this chapter relating to outsourcing, see SUP 10A.13.5G and SUP 10A.13.6G.
10.3.4 G If, however, a firm is a member of a group, and the arrangements for the
performance of an FCA controlled function of the firm are made by, for instance, the holding company, the person performing the function will only require approval if there is an arrangement (under section 59(1)) or a contract (under section 59(2)) between the firm and holding company permitting this. This need not be a written contract but could arise, for example, by conduct, custom and practice. [deleted] … 10A.4 Specification of functions … 10A.4.2 R The table of FCA controlled functions applies in relation to an FCAauthorised person. It also applies in relation to an appointed representative for the purposes of SUP 10A.1.15R to SUP 10A.1.16BR (Appointed

FCA 2018/XX representatives) whether its principal is an FCA-authorised person or a PRA-authorised person. [deleted] … 10A.4.4 R FCA controlled functions (FCA controlled functions for FCA-authorised persons and appointed representatives) Type CF Description of FCA controlled function FCA governing functions* 1 Director function 2 Non-executive director function 3 Chief executive function 4 Partner function 5 Director of unincorporated association function 6 Small friendly society function FCA required functions* 8 Apportionment and oversight function 10 Compliance oversight function 10A CASS operational oversight function 11 Money laundering reporting function 40 Benchmark submission function 50 Benchmark administration function Systems and controls function* 28 Systems and controls function Significant manageme nt function* 29 Significant management function Customerdealing function 30 Customer function

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*FCA significant-influence functions
10A.5 Significant-influence functions
What are the FCA significant-influence functions?
10A.5.1 G The FCA significant-influence functions, which are specified in SUP 10A.4.1R, comprise the FCA governing functions (SUP 10A.6), the FCA required functions (SUP 10A.7), the systems and controls function (SUP 10A.8) and the significant management function (SUP 10A.9). SUP 10A.5 applies to each of the FCA significant-influence functions. … Periods of less than 12 weeks 10A.5.6 R If:
(1) a firm or its appointed representative appoints an individual to perform a function which, but for this rule, would be an FCA significant-influence function; … 10A.5.7 G SUP 10A.5.6R enables cover to be given for, as an example, holidays and emergencies and avoids the need for the precautionary approval of, for example, a deputy. However, as soon as it becomes apparent that a person will be performing an FCA controlled function for more than 12 weeks, the firm appointed representative’s approved person employer should apply for approval. 10A.6 FCA governing functions Introduction 10A.6.1 G Every firm appointed representative will have one or more persons responsible for directing its affairs. These persons will be performing the FCA governing functions and will be required to be FCA-approved persons unless the application provisions in SUP 10A.1, or the particular description of an FCA controlled function, provide otherwise. For example, each director of a company incorporated under the Companies Acts will perform an FCA governing function. … What the FCA governing functions include 10A.6.3 R Each of the FCA governing functions includes:

FCA 2018/XX
(1) (where apportioned under SYSC 4.3.1R and SYSC 4.4.3R (or, for a full-scope UK AIFM apportioned under article 60(1) of the AIFMD level 2 regulation)) (a) the systems and controls function (if it applies to the firm); and (b) the significant management function; (2) (in respect of bidding in emissions auctions) that part of the customer function specified in SUP 10A.10.7R(7) (bidder’s representative). This does not apply to the non-executive director function or the function described in SUP 10A.6.8R. [deleted] 10A.6.4 G (1) The effect of SUP 10A.6.3R is that a person who is approved to perform an FCA governing function will not have to be specifically FCA-approved to perform the systems and controls function or the significant management function or the part of the customer function specified in SUP 10A.10.7R(7). However, a person who is approved to perform an FCA governing function will have to be additionally FCA-approved before he can perform any of the FCA required functions or the customer function (except the part specified in SUP 10A.10.7R(7)). (2) SUP 10A.6.3R does not apply to the non-executive director function. It does not apply to the director function if the only part of that function that the FCA-approved person is performing is the function described in SUP 10A.6.8R. [deleted] 10A.6.5 G See MIPRU 2.2 for how the FCA’s approved persons regime is adjusted for a firm carrying on insurance distribution activity. [deleted] Director function (CF1) 10A.6.7 R If a firm an appointed representative is a body corporate (other than a limited liability partnership), the director function is the function of acting in the capacity of a director (other than non-executive director) of that firm appointed representative. 10A.6.8 R (1) If a firm an appointed representative is a body corporate (other than a limited liability partnership), the director function is also the function of acting in the capacity of a person:
(a) who is a director, partner, officer, member (if the parent undertaking or holding company is a limited liability partnership), senior manager, or employee of a parent undertaking or holding company of the firm appointed representative; and (b) whose decisions or actions are regularly taken into account

FCA 2018/XX by the governing body of the firm appointed representative. (2) (1) does not apply if that parent undertaking or holding company has a Part 4A permission or is regulated by an EEA regulator. (3) (1) does not apply to the function falling into SUP 10A.6.13R (nonexecutive director of the parent undertaking or holding company). 10A.6.9 G Examples of where SUP 10A.6.8R might apply include (but are not limited to):
(1) a chairman of an audit committee of a parent undertaking or holding company of a UK firm where that audit committee is working for that UK firm (that is, functioning as the audit committee for the group); or (2) a director (other than a non-executive director) of a parent undertaking or holding company of a UK firm exercising significant influence by way of his involvement in taking decisions for that UK firm; or (3) an individual (such as a senior manager) of a parent undertaking or holding company of a UK firm who is responsible for and/or has significant influence in setting the objectives for and the remuneration of executive directors of that UK firm; or (4) an individual who is a director (other than a non-executive director) or a senior manager of a parent undertaking or holding company of a UK firm who is accustomed to influencing the operations of that UK firm, and acts in a manner in which it can reasonably be expected that an executive director or senior manager of that UK firm would act; or (5) an individual of an overseas firm which maintains an establishment in the United Kingdom from which regulated activities are carried on, where that individual has responsibilities for those regulated activities which are likely to enable him to exercise significant influence over the UK branch. [deleted] … Non-executive director function (CF2) 10A.6.12 R If a firm an appointed representative is a body corporate, the non-executive director function is the function of acting in the capacity of a non-executive director of that firm appointed representative. 10A.6.13 R (1) If a firm an appointed representative is a body corporate, the nonexecutive director function is also the function of acting in the capacity of a person:

FCA 2018/XX
(a) who is a non-executive director of a parent undertaking or holding company; and (b) whose decisions or actions are regularly taken into account by the governing body of the firm appointed representative. (2) However, (1) does not apply if that parent undertaking or holding company has a Part 4A permission or is regulated by an EEA regulator. 10A.6.14 G Examples of where SUP 10A.6.13R might apply include (but are not limited to):
(1) an individual who is a non-executive director of a parent undertaking or holding company who takes an active role in the running of the business of a UK firm, for example, as a member of a board or committee (on audit or remuneration) of that firm; or (2) an individual who is a non-executive director of a parent undertaking or holding company having significant influence in setting and monitoring the business strategy of the UK firm; or (3) an individual who is a non-executive director of a parent undertaking or holding company of a UK firm involved in carrying out responsibilities such as scrutinising the approach of executive management, performance, or standards of conduct of the UK firm; or (4) an individual who is a non-executive director of a parent undertaking or holding company of a UK firm who is accustomed to influence the operations of the UK firm, and acts in a way in which it can reasonably be expected that a non-executive director of the UK firm would act; or (5) an individual who is a non-executive director of an overseas firm which maintains a branch in the United Kingdom from which regulated activities are carried on where that individual has responsibilities for those regulated activities which are likely to enable him to exercise significant influence over the UK branch. [deleted] … Guidance on persons in a parent undertaking or holding company exercising significant influence 10A.6.16 G (1) This paragraph explains The explanation in SUP 10C.5B.2G of the basis on which the group entity senior manager function is included as a controlled function for an SMCR firm is also relevant to the basis on which the director function and the non-executive director function are applied to persons who have a position with the firm’s

FCA 2018/XX an appointed representative’s parent undertaking or holding company under SUP 10A.6.8R or SUP 10A.6.13R. (2) The basic position is set out in SUP 10A.3.4G. As is the case with all controlled functions, The guidance in SUP 10C.5B.3G to SUP 10C.5B.5G about when the group entity senior manager function applies to an SMCR firm is also relevant to when those who have a position with an appointed representative’s parent undertaking or holding company may be performing a controlled function under SUP 10A.6.8R and or SUP 10A.6.13R. are subject to the overriding provisions in SUP 10A.3.1R, which sets out the requirements of
section 59(1) and (2) of the Act. This means that unless the firm has
an arrangement permitting the performance of these roles by the persons concerned, these persons will not be performing these controlled functions. Therefore, the FCA accepts that there will be cases in which a person performing these roles will not require approval. However where there is such an arrangement the function may apply. Chief executive function (CF3) 10A.6.17 R The chief executive function is the function of acting in the capacity of a chief executive of a firm an appointed representative. 10A.6.18 G This function is having the responsibility, alone or jointly with one or more others, under the immediate authority of the governing body:
(1) for the conduct of the whole of the business (or relevant activities); or (2) in the case of a branch branch in the United Kingdom of an overseas firm a non-UK appointed representative, for the conduct of all of the activities subject to the UK regulatory system. 10A.6.19 G For a branch branch in the United Kingdom of an overseas firm a non-UK appointed representative, the FCA would not normally expect the overseas chief executive of the firm appointed representative as a whole to be FCAapproved for this function where there is a senior manager under him them with specific responsibility for those activities of the branch branch which are subject to the UK regulatory system. In some circumstances, the person within the firm appointed representative responsible for UK operations may, if the function is likely to enable him them to exercise significant influence over the branch branch, also perform the chief executive function (see SUP 10A.7.4G). … Partner function (CF4) 10A.6.23 R (1) If a firm an appointed representative is a partnership, the partner function is the function of acting in the capacity of a partner in that

FCA 2018/XX firm appointed representative.
(2) If the principal purpose of the firm appointed representative is to carry on one or more regulated activities, each partner performs the partner function. (3) If the principal purpose of the firm appointed representative is other than to carry on regulated activities:
(a) a partner performs the partner function to the extent only that he has they have responsibility for a regulated activity; and (b) a partner in a firm an appointed representative will be taken to have responsibility for each regulated activity except where the partnership has apportioned responsibility to another partner or group of partners. 10A.6.24 G Any apportionment referred to in SUP 10A.6.23R(3)(b) will have taken place under SYSC 4.3.1R and SYSC 4.4.3R. The FCA may ask to see details of the apportionment but will not require, as a matter of course, a copy of the material which records this. [deleted] 10A.6.25 G The effect of SUP 10A.1.17R is that regulated activity in SUP 10A.6.23R (and elsewhere) is to be taken as not including an activity that is a nonmainstream regulated activity. Therefore, a partner whose only regulated activities are incidental to his professional services, in a partnership whose principal purpose is to carry on other than regulated activities, need not be an FCA-approved person. What amounts to the principal purpose of the firm is a matter of fact in each case having regard to all the circumstances, including the activities of the firm as a whole. Any regulated activities which such a partner carries on are not within the description of the partner function. [deleted] 10A.6.26 R If a firm an appointed representative is a limited liability partnership, the partner function extends to the firm appointed representative as if the firm appointed representative were a partnership and a member of the firm appointed representative were a partner. … Director of unincorporated association function (CF5) 10A.6.29 R If a firm an appointed representative is an unincorporated association, the director of unincorporated association function is the function of acting in the capacity of a director of the unincorporated association. … Small friendly society function (CF6) 10A.6.31 R (1) If a firm is a non-directive friendly society, the small friendly society function is the function of directing its affairs, either alone or jointly

FCA 2018/XX with others.
(2) If the principal purpose of the firm is to carry on regulated activities, each person with responsibility for directing its affairs performs the FCA controlled function. (3) If the principal purpose of the firm is other than to carry on regulated activities, a person performs the small friendly society function only to the extent that he has responsibility for a regulated activity. [deleted] 10A.6.32 R (1) Each person on the non-directive friendly society’s governing body will be taken to have responsibility for its regulated activities, unless the firm has apportioned this responsibility to one particular individual to whom it is reasonable to give this responsibility. (2) The individual need not be a member of the governing body. [deleted] 10A.6.33 G Typically a non-directive friendly Society will appoint a “committee of management” to direct its affairs. However, the governing arrangements may be informal and flexible. If this is the case, the FCA would expect the society to resolve to give responsibility for the carrying on of regulated activities to one individual who is appropriate in all the circumstances. That individual may, for example, have the title of chief executive or similar. The individual would have to be an FCA-approved person under SUP 10A.6.31R. [deleted] 10A.6.34 G In practice, the FCA expects that most non-directive friendly societies will be PRA-authorised persons. Where that is the case, this chapter does not apply and so the small friendly society function will not apply. [deleted] 10A.7 FCA required functions [deleted] Apportionment and oversight function (CF8) 10A.7.1 R (1) The apportionment and oversight function is the function of acting in the capacity of a director or senior manager responsible for the apportionment function and/or the oversight function set out in SYSC 4.4.5R. 10A.7.2 G In requiring someone to apportion responsibility, a common platform firm should not apply for that person or persons to be FCA-approved to perform the apportionment and oversight function (see SUP 10A.7.1R and SYSC 1
Annex 1).
10A.7.3 G The fact that there is a person performing the apportionment and oversight function, and who has responsibility for activities subject to regulation by the FCA, may have a bearing on whether a manager who is based overseas will be performing an FCA controlled function. It is a factor to take into

FCA 2018/XX account when assessing the likely influence of the overseas manager. 10A.7.4 G Generally, in relation to a UK establishment of an overseas firm or a firm which is part of an overseas group, where an overseas manager’s responsibilities in relation to the United Kingdom are strategic only, he will not need to be an FCA-approved person. However, where, in accordance with SYSC 4 to SYSC 10, he is responsible for implementing that strategy in the United Kingdom, and has not delegated that responsibility to a senior manager in the United Kingdom, he is likely to be performing an FCA controlled function for example, the chief executive function. 10A.7.5 G A firm carrying on insurance distribution activity, other than a sole trader, must allocate to a director or senior manager the responsibility for the firm’s insurance distribution activity (MIPRU 2.2.1R). MIPRU 2.2.2 R(2) provides that the firm may allocate this responsibility to the person performing the apportionment and oversight function. 10A.7.6 G Where the person performing the apportionment and oversight function is also responsible for the firm’s insurance distribution activity, the words “(insurance distribution)” will be inserted after this FCA controlled function (see MIPRU 2.2.5G). Compliance oversight function (CF10) 10A.7.8 R The compliance oversight function is the function of acting in the capacity of:
(1) a director or senior manager who is allocated the function set out in:
(a) [deleted]
(b) SYSC 6.1.4R(2); or
(c) article 22(3) of the MiFID Org Regulation; or (d) article 22(3) of the MiFID Org Regulation (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R); or (e) SYSC 6.1.4CR; or (2) for a full-scope UK AIFM, a person allocated the function in article 61(3)(b) of the AIFMD level 2 regulation. CASS operational oversight function (CF10a) 10A.7.9 R In relation to a CASS medium firm and a CASS large firm (other than a CASS large debt management firm), the CASS operational oversight function is the function of acting in the capacity of a person to whom is allocated the function set out in CASS 1A.3.1AR.

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10A.7.9A R In relation to a CASS large debt management firm, the CASS operational oversight function is the function of acting in the capacity of a person to whom is allocated the function in CASS 11.3.4R. Money laundering reporting function (CF11) 10A.7.10 R The money laundering reporting function is the function of acting in the capacity of the money laundering reporting officer of a firm. 10A.7.11 G A firm's obligations in respect of its money laundering reporting officer are set out elsewhere in the Handbook (see SYSC 6.3.9R and for their scope, see the application provisions in SYSC 1 Annex 1). Benchmark submission function (CF40) 10A.7.12 R The benchmark submission function is the function of acting in the capacity of a person to whom is allocated the function set out in MAR 8.2.3R(1) (Organisational and governance arrangements). Benchmark administration function (CF50) 10A.7.13 R The benchmark administration function is the function of acting in the capacity of a person to whom is allocated the function set out in MAR 8.3.5R(1) (Requirements for benchmark administrators). 10A.8 Systems and controls functions [deleted] Systems and controls function (CF28) 10A.8.1 R The systems and controls function is the function of acting in the capacity of an employee of the firm with responsibility for reporting to the governing body of a firm, or the audit committee (or its equivalent) in relation to:
(1) its financial affairs;
(2) setting and controlling its risk exposure (see SYSC 7.1.6R, article 23(2) of the MiFID Org Regulation and article 23(2) of the MiFID Org Regulation (as applied in accordance with SYSC 1 Annex 1 2.8AR, SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR, SYSC 1
Annex 1 3.2CR and SYSC 1 Annex 1 3.3R)); and
(3) adherence to internal systems and controls, procedures and policies (see SYSC 6.2, article 24 of the MiFID Org Regulation and article 24 of the MiFID Org Regulation (as applied in accordance with SYSC 1
Annex 1 2.8AR, SYSC 1 Annex 1 3.2-AR, SYSC 1 Annex 1 3.2-BR,
SYSC 1 Annex 1 3.2CR and SYSC 1 Annex 1 3.3R).
10A.8.2 R The systems and controls function does not apply in relation to bidding in emissions auctions carried on by a firm that is exempt from MiFID under

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article 2(1)(i).
10A.8.4 G Where an employee performs the systems and controls function the FCA would expect the firm to ensure that the employee had sufficient expertise and authority to perform that function effectively. A director or senior manager would meet this expectation. Full scope UK AIFM 10A.8.5 G For a full-scope UK AIFM, the requirement to have an employee responsible for reporting to the governing body of the firm or the audit committee for matters in SUP 10A.8.1R(2) and SUP 10A.8.1R(3) is derived from the AIFMD level 2 regulation, which imposes obligations on such firms to have a permanent risk management function and, where appropriate and proportionate for their business, an internal audit function. 10A.9 Significant management functions [deleted] Application 10A.9.1 R SUP 10A.9 applies only to a firm which:
(1) under SYSC 4.1.1R, apportions a significant responsibility, within the description of the significant management function, to a senior manager of a significant business unit; or (2) undertakes proprietary trading. 10A.9.2 G The FCA anticipates that there will be only a few firms needing to seek approval for an individual to perform the significant management function set out in SUP 10A.9.1R(1). In most firms, those approved for the FCA governing functions, FCA required functions and, where appropriate, the systems and controls function, are likely to exercise all the significant influence at senior management level. 10A.9.3 G A proprietary trader undertakes activities with the firm’s money and has the ability to commit the firm. By virtue of this role, all proprietary traders have potential to be able to exercise significant influence on the firm for the purposes of the definition of significant-influence function. Therefore, it is the FCA’s expectation that all firms will assess all their proprietary traders to ascertain the ones for whom approval is required. 10A.9.4 G The scale, nature and complexity of the firm’s business may be such that a firm apportions, under SUP 10A.9.1R(1), a significant responsibility to an individual who is not approved to perform the FCA governing functions, FCA required functions or, where appropriate, the systems and controls function. If so, the firm should consider whether the functions of that individual fall within the significant management function. For the purposes of the description of the significant management functions, the following

FCA 2018/XX additional factors about the firm should be considered:
(1) the size and significance of the firm’s business in the United Kingdom; for example, a firm carrying on designated investment business may have a large number of approved persons (for example, in excess of 100 individuals); (2) the number of regulated activities carried on, or proposed to be carried on, by the firm and (if relevant) other members of the group; (3) its group structure (if it is a member of a group); (4) its management structure (for example, matrix management); and (5) the size and significance of its international operations, if any. 10A.9.5 G When considering whether a business unit is significant, the firm should take into account all relevant factors in the light of the firm’s current circumstances and its plans for the future, including:
(1) the risk profile of the unit; or
(2) its use or commitment of a firm’s capital; or (3) its contribution to the profit and loss account; or (4) the number of employees or approved persons in the unit; or (5) the number of customers of the unit; or (6) any other factor which makes the unit significant to the conduct of the firm’s affairs so far as relating to the regulated activity. 10A.9.6 G The question may arise whether a manager who is based overseas will be performing the significant management function under SUP 10A.9.9R and should, therefore, be an FCA-approved person. This is especially true where the firm operates matrix management. The fact there is a person performing the apportionment and oversight function, and who has responsibility for activities subject to regulation by the FCA, may have a bearing on this. It is a factor to take into account when assessing the likely influence of the overseas manager. 10A.9.7 G Generally, in relation to a branch of a firm, or a firm which is part of an overseas group, where an overseas manager is responsible for strategy, he will not need to be approved for the significant management function. However, where he is responsible for implementing that strategy in the United Kingdom, and has not delegated that responsibility to a senior manager in the United Kingdom, he is likely to be performing that FCA controlled function. 10A.9.8 G See also SUP 10A.7.3G to SUP 10A.7.6G in relation to matrix management.

FCA 2018/XX
Significant management function (CF29)
10A.9.9 R The significant management function is the function of acting as a senior manager with significant responsibility for a significant business unit that:
(1) carries on designated investment business or other activities not falling within (2) to (4); (2) [deleted] (2A) carries on credit-related regulated activity; (3) makes material decisions on the commitment of a firm’s financial resources, its financial commitments, its assets acquisitions, its liability management and its overall cash and capital planning; (4) processes confirmations, payments, settlements, insurance claims, client money and similar matters. 10A.9.10 R The significant management function also includes the function of acting as a proprietary trader. 10A.9.11 R The significant management function does not include any of the activities described in any other FCA controlled function if that other controlled function applies to the firm. 10A.9.12 G A senior manager carrying on the significant management function under SUP 10A.9.9R with significant responsibility for a significant business unit that carries on activities other than designated investment business for the purposes of SUP 10A.9.9R(1) could, for example, be the head of a unit carrying on the activities of: personal lending, corporate lending, salvage or loan recovery, or proprietary trading, or a member of a committee (that is, a person who, together with others, has authority to commit the firm) making decisions in these functions. 10A.9.13 G A proprietary trader also undertakes activities which may have a significant influence on the firm. Such activities may require approval for CF29 under SUP 10A.9.10R. 10A.9.14 G A firm carrying on insurance distribution activity, other than a sole trader, must allocate to a director or senior manager the responsibility for the firm’s insurance distribution activity (MIPRU 2.2.1R). MIPRU 2.2.2R(3) provides that the firm may allocate this responsibility to the person performing the significant management function. 10A.9.15 G Where the person performing the significant management function is also responsible for the firm’s insurance distribution activity, the words “(insurance distribution)” will be inserted after this FCA controlled function (see MIPRU 2.2.5G).

FCA 2018/XX
10A.10 Customer-dealing functions
Introduction
10A.10.1 R SUP 10A.10 applies with respect to activities carried on from an establishment maintained by the firm (or by its appointed representative) in the United Kingdom. … The basic rule about the customer function … 10A.10.6 G … 10A.10.6A R A function is only part of the customer function if it is:
(1) carried out for an appointed representative of an SMCR firm; or (2) otherwise performed under an arrangement under section 59(2) of the Act (Approval for particular arrangements) entered into by an appointed representative of an SMCR firm. 10A.10.6B G Section 59(2) of the Act covers a controlled function performed under an arrangement entered into by a contractor of a firm in relation to the carrying on by the firm of a regulated activity. Section 59(2) is reflected in SUP 10A.3.1R(2) (Provisions related to the Act). Customer function (CF 30) 10A.10.7 R The customer function is the function of:
…
(6) acting in the capacity of an investment manager and carrying on functions connected to this; [deleted] … … 10A.12 Procedures relating to FCA-approved persons Forms 10A.12.1 G The forms listed in SUP 10A.12.2G are referred to in SUP 10A.12 (Procedures relating to FCA-approved persons) to SUP 10A.17 (Further questions) SUP 10A.16 (How to apply for approval and give notifications). 10A.12.2 G Table: FCA-approved persons forms

FCA 2018/XX
Form Purpose Handbook requirement the relevant Form A The relevant online form on the FCA and PRA’s online notification and application system or the form in SUP 10A Annex 4D (See Note) SUP 10C Annex 3D Application to perform controlled functions under the approved persons regime SUP 10A.13.3D … Form E The relevant online form on the FCA and PRA’s online notification and application system system or the form in SUP 10A Annex 8D (See Note) SUP 10C Annex 7D Internal transfer of an approved person SUP 10A.14.4D Note (1): The form in the SUP annex shown is to be used by a firm whose Part 4A permission covers only credit-related regulated activities, and by other firms only in the event of a failure of the information technology systems used by the FCA. See the relevant “Handbook requirement”. Note (2): Where SUP 10A.1.16BR (appointed representative of an SMCR firm) applies, the version of the form to be used is the one required by SUP 10C (FCA senior managers regime for approved persons in SMCR firms). … 10A.13 Application for approval and withdrawing an application for approval … Who should make the application? 10A.13.5 G (1) In accordance with section 60 of the Act (Applications for approval), applications must be submitted by, or on behalf of, the firm itself, not

FCA 2018/XX by:
(a) the FCA candidate; or
(b) (where the FCA candidate works for the firm’s parent undertaking or holding company) by the firm’s parent undertaking or holding company the appointed representative. (2) Usually this will be the firm that is employing the FCA candidate to perform the FCA controlled function. Where a firm has outsourced the performance of an FCA controlled function, the details of the outsourcing determine where responsibility lies and whom the FCA anticipates will submit FCA-approved persons application forms. SUP 10A.13.6G describes some common situations. The firm which is outsourcing is referred to as “A” and the person to whom the performance of the FCA controlled function has been outsourced, or which makes the arrangement for the FCA controlled function to be performed, is referred to as “B”. In each situation, A must take reasonable care to ensure that, in accordance with section 59(2) of the Act, no person performs an FCA controlled function under an arrangement entered into by its contractor in relation to the carrying on by A of a regulated activity, without approval from the FCA. See also SYSC 8.1.1R. [deleted] 10A.13.6 G Outsourcing arrangements Outsourcing arrangements Submitting form Firm A to firm B The FCA will consider A to have taken reasonable care if it enters into a contract with B under which B is responsible for ensuring that the relevant FCA controlled functions are performed by FCAapproved persons, and that it is reasonable for A to rely on this Firm B submits FCAapproved persons forms on behalf of firm A Outsourcing by A to B (both being a member of the same United Kingdom group and each having its registered office in the See SUP 10A.3.4G See SUP 15.7.8G

FCA 2018/XX
United Kingdom)
(i) A to B, where B is a non-authorised person not part of the same group as A (ii) A to B, where A is a branch of an overseas firm in the United Kingdom, and B is an overseas undertaking of the same group (iii) A to B, where A is a UK authorised subsidiary of an overseas firm and B is an overseas undertaking of the same group Responsibility for (as opposed to the performance of) any activity outsourced to B will remain with A. See SYSC 8 A ensures that an individual approved by the FCA under a controlled function that is a significant-influence function has responsibility for the outsourced arrangement and A submits a form in relation to that individual … 10A.14 Changes to an FCA-approved person’s details Moving within a firm … 10A.14.4 D (1) A firm must use Form E where an approved person is both ceasing to perform one or more controlled functions and needs to be approved in relation to one or more FCA controlled functions within in relation to the same firm or in relation to a firm in the same group. (2) A firm must not use Form E if:
…
(c) any of the following apply (where applicable):
…
(ii) … in relation to any:
(iii) …
(iv) controlled function that they are continuing to

FCA 2018/XX perform for in relation to that firm or a firm in the same group. … … Moving between firms 10A.14.6 G If it is proposed that an FCA-approved person will no longer be performing an FCA controlled function under an arrangement entered into by one firm or one of its contractors the appointed representative of one principal, but will be performing the same or a different FCA controlled function under an arrangement entered into by a new firm or one of its contractors the appointed representative of a new principal (whether or not the new firm principal is in the same group as the old firm principal and whether or not the appointed representative is the same), the new firm principal will be required to make a fresh application for the performance of the FCA controlled function by that person. … Ceasing to perform an FCA controlled function 10A.14.8 R … (2) If:
(a) the firm is also making an application for approval for that approved person to perform a controlled function within in relation to the same firm or a firm in the same group; and … … 10A.14.10 R (1) A firm must notify the FCA as soon as practicable after it becomes aware, or has information which reasonably suggests, that it will submit a qualified Form C in respect of an FCA-approved person. (2) Form C is qualified if the information it contains:
(a) relates to the fact that the firm or the appointed representative has dismissed, or suspended, the FCA-approved person from its employment; or (b) relates to the resignation by the FCA-approved person while under investigation by the firm, the appointed representative, the FCA or any other regulatory body; or (c) otherwise reasonably suggests that it may affect the FCA’s assessment of the FCA-approved person’s fitness and

FCA 2018/XX propriety.
…
Changes to an approved person’s personal details 10A.14.15 R If an FCA-approved person’s title, name or national insurance number changes, the firm for in relation to which the person performs an FCA controlled function must notify the FCA on Form D (SUP 10C Annex 6R) of that change within seven business days of the firm becoming aware of the matter. … 10A.14.21 G (1) If, in relation to a firm which has completed the relevant Form A (SUP 10A Annex 4D) (SUP 10C Annex 3D), any of the details relating to arrangements and FCA controlled functions are to change, the firm must notify the FCA on Form D (SUP 10C Annex 6R). … … 10A.15 References and accurate information References 10A.15.1 G (1) SYSC 22 (Regulatory references) says that if a firm (A):
(a) is considering appointing a person (P) to perform any controlled function or certain other functions; (b) requests a reference from a firm (B) that is P’s current or former employer; and (c) indicates to B the purpose of the request; B should, as soon as reasonably practicable, give a reference to A. (2) This applies even if A is a firm to which SUP 10C (FCA senior managers regime for approved persons in SMCR firms)) applies rather than this chapter. [deleted] … (4) SYSC 22.8.3R and SYSC 22.8.4R (Appointed representatives) say that this applies to B’s appointed representatives as well as to B. … The need for complete and accurate information

FCA 2018/XX
10A.15.4 G The obligations to supply information to the FCA under either SUP 10A.14.8R or SUP 10A.14.10R apply notwithstanding any agreement (for example a ‘COT 3’ Agreement settled by the Advisory, Conciliation and Arbitration Service (ACAS)) or any other arrangements entered into by a firm or its appointed representative and an employee upon termination of the employee’s employment. A firm should not (and should ensure that its appointed representatives do not) enter into any such arrangements or agreements that could conflict with its obligations under this section. … 10A.16 How to apply for approval and give notifications 10A.16.1 D (1) This direction applies to an application under Form A or Form E. (2) Subject to (2A), an An application by a firm must be made by submitting the Form online at fca.org.uk using the form specified on the FCA’s and PRA’s online notification and application system in accordance with the requirements in SUP 10C.15 (Forms and other documents and how to submit them to the FCA) about the submission of those Forms. (2A) An application by a firm whose application for permission or whose
Part 4A permission covers only credit-related regulated activities
must be made using the form in SUP 10A Annex 4 or SUP 10A
Annex 8 and must be submitted in the way set out in SUP 15.7.4 R
to SUP 15.7.9G (Form and method of notification). [deleted] … (4) Where a firm is obliged to submit an application online under (2), if the information technology systems used by the FCA fail and online submission is unavailable for 24 hours or more, until such time as facilities for online submission are restored a firm must use the form in SUP 10A Annex 4D or SUP 10A Annex 8D and submit it in the way set out in SUP 15.7.4R to SUP 15.7.9G (Form and method of notification). [deleted] (5) An application by a firm in relation to a controlled function to which SUP 10A.1.16BR (appointed representative of an SMCR firm) applies must be made in accordance with SUP 10C.15 (Forms and other documents and how to submit them to the FCA). [deleted] 10A.16.2 R (1) This rule applies to a notification under Form B, Form C or Form D. (2) A notification must be made in accordance with SUP 10A.16.1D, except that the annexes in which the forms are to be found are SUP 10C Annex 5R or SUP 10C Annex 6R, rather than the Annexes mentioned in SUP 10A.16.1D the requirements in SUP 10C.15 (Forms and other documents and how to submit them to the FCA)

FCA 2018/XX about the submission of those Forms.
(3) A notification by a firm in relation to a controlled function to which SUP 10A.1.16BR (appointed representative of an SMCR firm) applies must be made in accordance with SUP 10C.15 (Forms and other documents and how to submit them to the FCA) and not this
section. [deleted]
10A.16.2A R SUP 10A.16.2R(3) rule also applies to Form B in relation to a controlled function to which SUP 10A.1.16BR (appointed representative of an SMCR firm) applies. [deleted] 10A.16.3 G If the information technology systems used by the FCA fail and online submission is unavailable for 24 hours or more, the FCA and PRA will endeavour to publish a notice on their websites confirming that online submission is unavailable and that the alternative methods of submission set out in SUP 10A.16.1D(4) and SUP 15.7.4R to SUP 15.7.9G (Form and method of notification) should be used. [deleted] 10A.16.4 G Where SUP 10A.16.1D(4) or the equivalent situation under SUP 10A.16.2R applies to a firm, GEN 1.3.2R (Emergency) does not apply. [deleted] 10A.17 Further questions [deleted] 10A.17.1 G A list of frequently asked questions and answers is at SUP 10A Annex 1. 10A.17.2 G If the firm or its advisers have further questions, they should contact the FCA’s Contact Centre (see SUP 10A.12.6G). … Delete the following Annexes. The deleted text of each Annex is not shown. 10A
Annex 1G
Frequently asked questions [deleted]
10A
Annex 2G
Approved persons regime: summary of forms and their use for applications for approval to perfom an FCA-controlled function [deleted] 10A
Annex 4D
Form A: Application to perform controlled functions under the approved person regime [deleted] 10A Form E: Internal transfer of an approved person [deleted]

FCA 2018/XX
Annex 8D

FCA 2018/XX
Amend the following as shown.
[Editor’s note: The text of SUP 10C takes into account the amendments proposed in the instrument included in CP17/25 and 17/26 as if it was made, as amended in the earlier parts of this annex.] 10C FCA senior managers regime for approved persons in SMCR firms 10C.1 Application … Appointed representatives 10C.1.7 R This chapter does not deal with an approved person who is approved under SUP 10A.1.16BR (Appointed representatives) SUP 10A (FCA Approved Persons in Appointed Representatives). 10C.1.8 G (1) SUP 10A.1.15R to SUP 10A.1.16DG (Appointed representatives) deal SUP 10A (FCA Approved Persons in Appointed Representatives) deals with the approved persons regime for appointed representatives of SMCR firms. … (5) This chapter, rather than SUP 10A, deals with an appointed representative that has a limited permission to carry on a regulated activity prescribed for the purposes of section 39(1E)(a) of the Act. … 10C.3 General material about the definition of controlled functions … 10C.3.4 G The FCA has (in SUP 10A (FCA Approved Persons in Appointed Representatives)) specified controlled functions for SMCR firms that are not designated senior management functions. (See SUP 10C.1.7R to SUP 10C.1.8G (Appointed representatives)). … 10C.4 Specification of functions … 10C.4.3 R

FCA 2018/XX
Type SMF Description of FCA controlled function FCA governing functions SMF 1 Chief executive function SMF 3 Executive director function SMF 7 Group entity senior manager function SMF 9 Chairman Chair of the governing body function SMF 10 Chairman Chair of the risk committee function SMF 11 Chairman Chair of the audit committee function SMF 12 Chairman Chair of the remuneration committee function SMF 13 Chairman Chair of the nomination committee function SMF 14 Senior independent director function SMF 15 Chairman Chair of the with-profits committee function SMF 19 Head of third country branch function SMF 27 Partner function … 10C.4.4 G As described in SUP 10C.1.7R to SUP 10C.1.8G (Appointed representatives), SUP 10A (FCA Approved Persons in Appointed Representatives) specifies certain other controlled functions for SMCR firms. … 10C.5A FCA governing functions: Oversight … Chairman Chair of the governing body function (SMF9) 10C.5A.5 R The chairman chair of the governing body function is the function of having responsibility for chairing, and overseeing the performance of

FCA 2018/XX the role of, the governing body of the firm.
Chairman Chair of the risk committee function (SMF10) 10C.5A.6 R The chairman chair of the risk committee function is the function of having responsibility for chairing, and overseeing the performance of, any committee responsible for the oversight of the risk management systems, policies and procedures of the firm, including where applicable to the firm, a committee established in accordance with the risk control requirements for SMCR firms. 10C.5A.7 G The chairman chair of the risk committee function applies even if the firm:
…
Chairman Chair of the audit committee function (SMF11) 10C.5A.8 R The chairman chair of the audit committee function is the function of having responsibility for chairing, and overseeing the performance of, any committee responsible for the oversight of the internal audit system of the firm including where applicable to the firm, a committee established in accordance with the internal audit requirements for SMCR firms. 10C.5A.9 G The chairman chair of the audit committee function applies even if the firm:
…
Chairman Chair of the remuneration committee function (SMF12) 10C.5A.10 R The chairman chair of the remuneration committee function is the function of having responsibility for chairing, and overseeing the performance of, any committee responsible for the oversight of the design and the implementation of the remuneration policies of a firm, including where applicable to the firm, a committee established in accordance with:
…
10C.5A.11 G The chairman chair of the remuneration committee function applies even if the firm:
…
…
Senior independent director function (SMF14) 10C.5A.14 R The senior independent director function is the function of performing the role of a senior independent director, and having particular

FCA 2018/XX responsibility for leading the assessment of the performance of the person performing the chairman chair of the governing body function. … 10C.6B Systems and controls functions: Other … 10C.6B.2 G … 10C.6B.3 G The chief operations function may include but not necessarily be limited to areas such as:
(1) business continuity (including responsibility for compliance with SYSC 4.1.6R and SYSC 4.1.7R (Business continuity), if those rules apply to the firm; (2) cybersecurity; (3) information technology; (4) internal operations; (5) operational continuity, resilience and strategy; (6) outsourcing, procurement and vendor management; and (7) management of services shared with other group members. 10C.6B.4 G (1) If a firm does not have anyone who performs the chief operations function, the firm should allocate responsibility for the functions in SUP 10C.6B.3G among its SMF managers under SYSC 26 (Senior managers and certification regime:
Overall and local responsibility).
(2) A firm should include the functions in SUP 10C.6B.3G in its management responsibilities map whether or not it has someone who performs the chief operations function. 10C.6B.5 10C.6B.3 G The table in SUP 10C.6B.4G SUP 10C.6B.6G gives examples of how the chief operations function applies. 10C.6B.6 10C.6B.4 G Table: Examples of how the chief operations function applies … 10C.6B.7 10C.6B.5 G …

FCA 2018/XX
…
10C.12 Conditional and time-limited approvals … 10C.12.2 G … (3) The FCA has (in SUP 10A (FCA Approved Persons in Appointed Representatives)) specified controlled functions for SMCR firms that are not designated senior management functions. See SUP 10C.1.7R to SUP 10C.1.8G (Appointed representatives) for more about this. … … 10C.15 Forms and other documents and how to submit them to the FCA … How to make applications and give notifications 10C.15.7 D (1) A firm other than a credit union firm in (2) must submit a document in column 1 of the table in SUP 10C.15.10R, in accordance with the corresponding requirement in column two of that table. (2) A:
(a) credit union; or
(b) a firm whose application for permission or whose Part 4A permission covers only credit-related regulated activities; must submit a document in column 1 of the table in SUP 10C.15.10R, in accordance with the corresponding requirement in column three of that table. (3) … 10C.15.8 R … 10C.15.9 G It is up to the credit union firm referred to in SUP 10C.15.7D(2) concerned to decide which of the methods of submission available to it under SUP 10C.15.10R it is going to use. 10C.15.10 R Table: Method of submission

FCA 2018/XX
Form or other document
Firms that are not credit unions or limited permission consumer credit firms (SUP 10C.15.7D(1)) Credit unions and limited permission consumer credit firms (SUP 10C.15.7D(2)) … … 10C Annex What functions apply to what type of firm … Functions applying to limited scope core firms
7.1 R (1) The table in SUP 10C Annex 1 7.3R sets out which FCA
controlled function applies to which type of limited scope core SMCR firm other than firms covered by SUP 10C Annex 1 7.2R. (2) Limited scope core SMCR firms in (1) are divided into the following categories for the purposes of in (1) SUP 10C Annex 1:
(1) (a) a an SMCR firm not within (b) or (c) any other category; (2) (b) a firm falling within row (5) of the table in SYSC 23 Annex 1 4.3R (distribution of non-investment insurance contracts); and (3) (c) a firm falling within SYSC 23 Annex 1 4.6R (credit firms with limited permission) except for one falling within (4); . (4) (d) a firm falling within SYSC 23 Annex 1 4.6R that is an appointed representative; (5) a sole trader who does not come within (2), (3) or (4); (6) an authorised professional firm that does not come within (2), (3) or (4).
7.2 R The table in SUP 10C Annex 1 7.3R sets out which FCA controlled
function applies to limited scope core SMCR firm covered by SUP 10C
Annex 1 7.1R(1), (2), (3) and (4).
7.3 R Table: Controlled functions applying to limited scope core SMCR firms
except sole traders and authorised professional firms Brief description of function Function General Insurance Consumer

FCA 2018/XX number mediation distribution and credit firms credit appointed representatives Governing functions The governing functions that apply to core SMCR firms Various × ×  Required functions Compliance oversight function SMF 16  × × Money laundering reporting function SMF 17  × × Limited scope function SMF 29    Note: The categories of firm in the column headings of this table are to be interpreted in accordance with the classification of firms at SUP 10C Annex 1 7.1R. Therefore:
(1) column three (General) refers to SUP 10C Annex 1 7.1R(2)(a) SUP 10C Annex 1 7.1R(1); and (2) column four (Insurance mediation distribution and credit firms) refers to SUP 10C Annex 1 7.1R(2)(b) and (c) SUP 10C Annex 1 7.1R(2) and SUP 10C Annex 1 7.1R(3); and (3) column five (Consumer credit appointed representatives) refers to SUP 10C Annex 1 7.1R(4).
7.4 R (1) This rule applies to a firm in SUP 10C Annex 1 7.1R(4) (an
appointed representative that has a limited permission).
(2) The required functions apply in relation to the carrying on of the regulated activity for which it has limited permission. (3) The governing functions apply in relation to the carrying on of the regulated activity, for which it does not have permission, comprised in the business for which its principal has accepted responsibility. (4) If the appointed representative meets the conditions in SUP 10A.1.16R, that rule applies to the controlled functions in (3). 7.5 7.2 R (1) The table in SUP 10C Annex 1 7.4R 7.6R sets out which FCA controlled function applies to a limited scope core SMCR firm that is covered by SUP 10C Annex 1 7.1R(5) and (6) (a sole trader or an authorised professional firm). (2) Firms in (1) are divided into the following categories for the

FCA 2018/XX purposes of this rule:
(a) a UK SMCR firm;
(b) an EEA SMCR firm; and
(c) a non-UK SMCR firm not falling into (b).
7.6
7.4
R Table: Controlled functions applying to limited scope core SMCR firms that are sole traders or authorised professional firms Brief description of function Function number UK firm EEA firm Other nonUK firm Governing functions Chief executive function SMF 1  × × Executive director function SMF 3  ×  Chairman Chair of the governing body function SMF 9  × × Partner function SMF 27  × × Head of third country branch function SMF 19 × ×  Required functions Compliance oversight function SMF 16  ×  Money laundering reporting function SMF 17    EEA branch senior manager function SMF 21 ×  × Limited scope function SMF 29  ×  Note: The categories of firm in the column headings of this table are to be interpreted in accordance with the classification of firms at SUP 10C Annex 1 7.2R. Therefore:
(a) column three (UK firm) refers to SUP 10C Annex 1 7.2R(2)(a) SUP 10C Annex 1 7.5R(2)(a); (b) column four (EEA firm) refers to SUP 10C Annex 1 7.2R(2)(b) SUP 10C Annex 1 7.5R(2)(b); and (c) column five (Other non-UK firm) refers to SUP 10C Annex 1 7.2R(2)(c) SUP 10C Annex 1 7.5R(2)(c).
7.7 G As explained in SUP 10C Annex 1 1.3G, the full range of FCA controlled
functions that are applied to a class of firm by this Annex may not apply

FCA 2018/XX
7.5 to every firm in that class. For example, in the case of a limited scope core
SMCR firm that is a sole trader or an authorised professional firm:
…
Insert the following annexes in the appropriate position. The text (which consists of forms) is included in Part 2 of Annex W of this instrument. 10C Annex 3D Form A: Application to perform senior management functions Long Form A – Solo regulated firms (including EEA and third country) Short Form A – Solo regulated firms (including EEA and third country) (The first form is to be inserted under the heading “Long Form A” and the second form is to be inserted under the heading “Short Form A”) 10C Annex 7D Form E: Internal transfer of a person performing a controlled function Form E – Internal transfer of a person performing a controlled function for solo-regulated firms (including EEA and third country) 10C Annex 10D Statement of responsibilities Statement of responsibilities for solo-regulated SMCR firms Amend the following as shown. … 12 Appointed representatives …
12.6 Continuing obligations of firms with appointed representatives or EEA tied
agents
…
Obligations of firms under the approved persons and senior managers regime

FCA 2018/XX
12.6.8 G (1) Some of the controlled functions, as set out in SUP 10A.4.1R SUP
10A, apply to an appointed representative of a firm, other than an introducer appointed representative, just as they apply to a firm (see SUP 10A.1.15R). These are the governing functions and the customer function. In the case of an appointed representative that also has a limited permission, an FCA required designated senior management function may apply to it and SUP 10C may apply in place of SUP 10A. As explained in SUP 10A.1.16R and SUP 10A.3.2G respectively:
(a) the effect of SUP 10A.1.15R is that the directors (or their equivalent) and senior managers (or their equivalent) of an appointed representative, other than an introducer appointed representative, must also be approved under section 59 of the Act for the performance of certain controlled functions; (b) although the customer function applies to an appointed representative, the descriptions of the functions themselves do not extend to home finance mediation activity, insurance mediation activity or credit-related regulated activity; (ba) if an appointed representative also has a limited permission:
(i) the apportionment and oversight function applies to it in relation to the carrying on of the regulated activity for which it has limited permission, unless it is a notfor-profit debt advice body; (ii) if it is a not-for-profit debt advice body and a CASS large debt management firm, the CASS operational oversight function applies in relation to the carrying on of debt management activity; and (c) sections 59(1) and 59(2) of the Act (Approval for particular arrangements) provide that approval is necessary in respect of a controlled function which is performed under an arrangement entered into by a firm, or its contractors (typically an appointed representative), in relation to a regulated activity. (2) The approved persons regime applies differently to an appointed representative whose scope of appointment includes insurance mediation activity in relation to non-investment insurance contracts or credit-related regulated activity but no other regulated activity and whose principal purpose is to carry on activities other than regulated activities. These appointed representatives need only one person performing one of the governing functions. This means that only one director (or equivalent) of these appointed representatives must be approved under section 59 of the Act for the performance of the director function, the chief executive function, the partner function or the director of unincorporated association function,

FCA 2018/XX whichever is the most appropriate (see SUP 10A.1.16R). [deleted] (3) The approved persons regime does not apply in relation to CBTL business carried on by CBTL firms. [deleted] (4) The approved persons regime for SMCR firms is in SUP 10C (FCA senior managers regime for approved persons in SMCR firms), rather than SUP 10A. However, SUP 10A still applies to approved persons of appointed representatives of SMCR firms (see SUP 10A.1.16BR to SUP 10A.1.16DG and SUP 10C.1.8G for more about this). [deleted] … 13A Qualifying for authorisation under the Act … 13A
Annex 1G
Application of the Handbook to Incoming EEA Firms … (1) Module of Handbook (2) Potential application to an incoming EEA firm with respect to activities carried on from an establishment of a firm (or its appointed representative) in the United Kingdom (3) Potential application to an incoming EEA firm with respect to activities carried on other than from an establishment of the firm (or its appointed representative) in the United Kingdom … … … APER APER applies to approved persons of appointed representatives of firms other than SMCR firms. See below under SUP 10A as to whether controlled functions are performed, and approval therefore required. Not relevant because SUP 10A does not apply … … … SUP … … SUP SUP 10A (Approved persons) SUP 10A (Approved

FCA 2018/XX
Applies to an EEA firm that has appointed representatives is not an SMCR firm, but the applicable controlled functions are limited. See SUP 10A.1 (Application) for more detailed guidance. persons) Does not apply (SUP 10A.1.6R). … … … … … …

FCA 2018/XX
Annex O
Amendments to the Decision Procedure and Penalties manual (DEPP) In this Annex, underlining indicates new text and striking through indicates deleted text. Comes into force [ ] 2018 [main commencement date for insurance firms] 6 Penalties …
6.2 Deciding whether to take action
…
Action against individuals under section 66 of the Act …
6.2.7 G The FCA will not discipline individuals on the basis of vicarious liability
(that is, holding them responsible for the acts of others), provided appropriate delegation and supervision has taken place (see APER 4.6.13G, APER 4.6.14G, COCON 4.1.8G and COCON 4.2.17G to COCON 4.2.24G). In particular, disciplinary action will not be taken against an approved person performing a significant influence function or a senior conduct rules staff member simply because a regulatory failure has occurred in an area of business for which they are responsible. The FCA will consider that an approved person performing a significant influence function may have breached Statements of Principle 5 to 7, or that a senior conduct rules staff member may have breached rules SC1/SI1 to SC4/SI4 in COCON 2.2, only if their conduct was below the standard which would be reasonable in all the circumstances at the time of the conduct concerned (see also APER 3.1.8AG and COCON 3.1.6G, as applicable). … 6.2.9-E G When determining under section 66A(5)(d) of the Act whether or not an SMF manager has taken such steps as a person in their position could reasonably be expected to take to avoid the contravention of a relevant requirement by the firm occurring (or continuing), additional considerations to which the FCA would expect to have regard include, but are not limited to:
(1) the role and responsibilities of the SMF manager (for example, such steps as an SMF manager in a non-executive role could reasonably be expected to take may differ, depending on the circumstances, from those reasonably expected of an SMF manager in an executive

FCA 2018/XX role: see, for example, the guidance on the role and responsibilities of non-executive directors for relevant authorised persons SMCR firms in COCON 1 Annex 1G); … … 6.5B The five steps for penalties imposed on individuals in non-market abuse cases … Step 2 – the seriousness of the breach 6.5B.2 G … (3) This approach reflects the FCA’s view that an individual receives remuneration commensurate with his responsibilities, and so it is reasonable to base the amount of penalty for failure to discharge his duties properly on his remuneration. The FCA also believes that the extent of the financial benefit earned by an individual is relevant in terms of the size of the financial penalty necessary to act as a credible deterrent. The FCA recognises that in some cases an individual may be approved for only a small part of the work he carries out on a day-to-day basis. However, in these circumstances the FCA still considers it appropriate to base the relevant income
figure on all of the benefit that an individual gains from the relevant
employment, even if his employment is not totally related to a controlled function controlled function. … … 8 Variation of SMF managers’ approval on the FCA’s own initiative
8.1 Introduction
8.1.1 G DEPP 8 sets out the FCA’s statement of policy on the exercise of its power
under section 63ZB of the Act to vary, on its own initiative, an approval given by the FCA or the PRA for the performance of a designated senior management function in relation to the carrying on of a regulated activity by a relevant authorised person an SMCR firm. The FCA is required to publish this statement of policy by section 63ZD of the Act. [Note: the FCA’s statement of policy on the exercise of its power under
section 63ZA of the Act Act to vary an approval at the request of a relevant
authorised person an SMCR firm is set out in SUP 10C] …

FCA 2018/XX
Annex P
Amendments to the Dispute Resolution: Complaints sourcebook (DISP) In this Annex, underlining indicates new text and striking through indicates deleted text.
Part 1: Comes into force [ ] 2018 [main commencement date for insurance firms]
1 Treating complainants fairly
…
1.3 Complaints handling rules
…
1.3.7 R (1) A 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 function at the firm or in the same group as the firm. (3) If 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) A person approved to perform the apportionment and oversight function for the firm or for a firm in the same group as the firm satisfies the condition in (3). …
1.10 Complaints reporting rules
…
1.10.2A R …
(3) For the purposes of DISP 1 Annex 1CR retail investment adviser information must be reported by:
(a) the employee’s Individual Reference Number (IRN); or (b) in the case of an employee of a relevant authorised person an SMCR firm who is performing an FCA-specified significant harm function and has no IRN:
…

FCA 2018/XX
Part 2: Comes into force [ ] 2019 [main commencement date for solo-regulated firms]
1 Treating complainants fairly
…
1.3 Complaints handling rules
…
1.3.7 R …
(4) A person approved to perform the apportionment and oversight function limited scope function for the firm or for a firm in the same group as the firm satisfies the condition in (3). …

FCA 2018/XX
Annex Q
Amendments to the Credit Unions sourcebook (CREDS) In this Annex, underlining indicates new text and striking through indicates deleted text.
Part 1: Comes into force [ ] 2018 [main commencement date for insurance firms]
2 Senior management arrangements, systems and controls …
2.2 General provisions
…
Governance and senior manager arrangements: general
2.2.65 G (1) SYSC 4.5, SYSC 4.7 and SYSC 4.9 SYSC 23 to SYSC 27 have a
number of requirements about the governance and senior management arrangements of relevant authorised persons SMCR firms. (2) A credit union is a type of relevant authorised person SMCR firm. (3) SYSC 4.5, SYSC 4.7 and SYSC 4.9 SYSC 23 to SYSC 27 are summarised in CREDS 2.2.66G to CREDS 2.2.70G. (4) The PRA’s requirements about the subjects dealt with in SYSC 4.5, SYSC 4.7 and SYSC 4.9 SYSC 23 to SYSC 27 are set out in its Rulebook. CREDS does not summarise them. Governance and senior management arrangements: responsibilities maps
2.2.66 G (1) SYSC 25 says that a relevant authorised person certain SMCR firms,
including a credit union, should, at all times, have a comprehensive and up-to-date document that describes its management and governance arrangements. This is called the management responsibilities map. (2) SYSC 4.5.13G SYSC 25.4.14G has guidance on management responsibilities maps for small firms, which is likely to be of particular relevance to credit unions. Governance and senior management arrangements: allocation of senior management responsibilities
2.2.67 G SYSC 4.7 says that a relevant authorised person, including a credit union,
should:

FCA 2018/XX
(1) SYSC 24 says that certain SMCR firms, including a credit union, should allocate a number of specified management responsibilities (called FCA-prescribed senior management responsibilities) to one or more of its SMF managers. ; and (2) SYSC 26 says that certain SMCR firms, including a credit union, should ensure that, at all times, one or more of its SMF managers have overall responsibility for each of the activities, business areas and management functions of the firm. …
2.2.69 G (1) The list of FCA-prescribed senior management responsibilities that a
credit union should allocate is simpler than for most other relevant authorised persons SMCR firms. … … Certification regime
2.2.71 G Under section 63E(1) of the Act, a relevant authorised person an SMCR firm
(including a credit union) should take reasonable care to ensure that no employee of the firm performs an FCA-specified significant-harm function under an arrangement entered into by the firm in relation to the carrying on by that firm of a regulated activity, unless the employee has a valid certificate issued by that firm to perform the function to which the certificate relates. The definition of employee for these purposes goes beyond a conventional employee and is explained in more detail in SYSC 27.4.1G. It includes volunteers or unpaid staff. … 8 Supervision …
8.3 Approved persons
…
8.3.4 G (1) The regime for approved persons differs between relevant
authorised persons SMCR firms and other types of firm.
(2) A credit union is a type of relevant authorised person SMCR firm. (3) SUP 10C deals with the approved persons requirements for credit unions and other relevant authorised persons SMCR firms.
8.3.5 G (1) The controlled functions specified by the FCA for credit unions and
other relevant authorised persons SMCR firms can be found in the

FCA 2018/XX
table in SUP 10C.4.3R.
(2) The controlled functions specified by the PRA for credit unions and other relevant authorised persons SMCR firms can be found in the PRA’s Rulebook. They are not summarised in the Handbook. …
8.3.8 G …
(3) Designated senior management functions only apply to relevant authorised persons SMCR firms, including credit unions. …
8.3.9 G As well as listing the FCA’s designated senior management functions for
credit unions and other relevant authorised persons SMCR firms, SUP 10C has other requirements about SMF managers:
…
…
10 Application of other parts of the Handbook to credit unions
10.1 Application and purpose
…
Application of other parts of the Handbook and of Regulatory Guides to Credit Unions
10.1.3 G
Module Relevance to Credit Unions
… …
Senior
Management
Arrangements,
Systems and
Controls (SYSC)
SYSC 1, SYSC 4 to 10 and SYSC 21 apply to all credit unions in respect of the carrying on of their regulated activities and unregulated activities in a prudential context. SYSC 4.5 (Management responsibilities maps for relevant authorised persons), SYSC 4.7 (Senior management responsibilities for relevant authorised persons: allocation of responsibilities), SYSC 4.9 (Handover procedures and material), SYSC 5.2 (Certification regime) SYSC 23 (Senior managers and certification regime: Introduction and classification), SYSC 24 (Senior managers and certification regime:
Allocation of prescribed responsibilities), SYSC 25 (Senior managers and certification regime: Management

FCA 2018/XX responsibilities maps and handover procedures and material), SYSC 26 (Senior managers and certification regime: Overall and local responsibility), SYSC 27 (Senior managers and certification regime: Certification regime) and SYSC 18 apply to all credit unions in respect of both their regulated activities and their unregulated activities. … … The Fit and Proper test for Approved Persons Fit and Proper test for Employees and Senior Personnel (FIT) The purpose of FIT is to set out and describe the criteria that a firm should consider when assessing the fitness and propriety of a person (1) in respect of whom an application is being made for approval to undertake a controlled function under the approved persons senior managers regime, (2) who has already been approved, (3) who is a certification employee or (4) whom a firm is considering appointing to be a certification employee. It also sets out and describes criteria that the FCA will consider when assessing the fitness and propriety of a candidate for a controlled function position and that it may consider when assessing the continuing fitness and propriety of approved persons. … … Supervision manual (SUP) The following provisions of SUP are relevant to credit unions: SUP 1A (The FCA’s approach to supervision), SUP 2 (Information gathering by the FCA or PRA on its own initiative), SUP 3.1 to SUP 3.8 (Auditors), SUP 5 (Skilled persons), SUP 6 (Applications to vary or cancel
Part 4Apermission), SUP 7 (Individual requirements),
SUP 8 (Waiver and modification of rules), SUP 9 (Individual guidance), SUP 10C (FCA senior management managers regime for approved persons in relevant authorised persons SMCR firms), SUP 11 (Controllers and Close links), SUP 15 (Notifications to the FCA or PRA ) and SUP 16 (Reporting Requirements). … … … …

FCA 2018/XX
Part 2: Comes into force [ ] 2019 [main commencement date for solo-regulated firms]
8 Supervision
…
8.3 Approved persons
…
8.3.4 G (1) The regime for approved persons differs between SMCR firms and
other types of firm. [deleted]
(2) A credit union is a type of SMCR firm. [deleted] (3) SUP 10C deals with the approved persons requirements for credit unions and other SMCR firms. …
8.3.8 G …
(3) Designated senior management functions only apply to SMCR firms, including credit unions. [deleted] …

FCA 2018/XX
Annex R
Amendments to the Consumer Credit sourcebook (CONC) In this Annex, underlining indicates new text and striking through indicates deleted text. Comes into force [ ] 2018 [main commencement date for insurance firms] 12 Requirements for firms with interim permission for credit-related regulated activities
12.1 Application and purpose
…
12.1.4 R Table: Disapplied or modified modules or provisions of the Handbook
Module Disapplication or modification
… …
Supervision manual (SUP)
SUP 3 (Auditors), SUP 10A (FCA Approved persons), SUP 10C (FCA senior management managers regime for approved persons in relevant authorised persons SMCR firms) and SUP 12 (Appointed representatives) (see Note
2) do not apply:
(1) to a firm with only an interim permission; or (2) with respect to a credit-related regulated activity or operating an electronic system in relation to lending for which a firm has an interim permission that is treated as a variation of permission, except that SUP 3.10 and SUP 3.11 apply to a firm in relation to its designated investment business that comprises operating an electronic system in relation to lending. … … …

FCA 2018/XX
Annex S
Amendments to the Energy Market Participants guide (EMPS) In this Annex, underlining indicates new text and striking through indicates deleted text. Comes into force [ ] 2019 [main commencement date for solo-regulated firms] 1 Special guide for energy market participants …
1.2 Parts of the Handbook applicable to energy market participants
…
1.2.3 G Applicability of parts of Handbook to energy market participants
This table belongs to EMPS 1.2.1G
Part of
Handbook
Applicability to energy market participants High Level Standards … … Statements of Principle and Code of Practice for Approved Persons (APER) Code of Conduct (COCON) This applies to an approved person who performs a controlled function for an energy market participant. This applies. … … … … … Regulatory processes … … Supervision manual (SUP) This applies, with the following qualifications:
…
(b) in SUP 10 (Approved persons), if an oil market participant’s principal purpose

FCA 2018/XX is to carry on activities other than regulated activities, then the scope of the significant influence functions is restricted to the required functions: see SUP 10A.1.18R - SUP 10A.1.19G … … … … … … …

FCA 2018/XX
Annex T
Amendments to the Oil Market Participants guide (OMPS) In this Annex, underlining indicates new text and striking through indicates deleted text. Comes into force [ ] 2019 [main commencement date for solo-regulated firms] 1 Special guide for oil market participants …
1.2 Parts of the Handbook applicable to oil market participants
…
1.2.2 G Parts of the Handbook applicable to oil market participants
This table belongs to OMPS 1.2.1G
Part of
Handbook
Applicability to energy market participants High Level Standards … … Statements of Principle and Code of Practice for Approved Persons (APER) Code of Conduct (COCON) This applies to an approved person who performs a controlled function for an oil market participant. This applies. … … … … … Regulatory processes … … Supervision manual (SUP) This applies, with the following qualifications:
…
(b) in SUP 10 (Approved persons), if an

FCA 2018/XX oil market participant’s principal purpose is to carry on activities other than regulated activities, then the scope of the significant influence functions is restricted to the required functions: see SUP 10A.1.18R - SUP 10A.1.19G … … … … … … …

FCA 2018/XX
Annex U
Amendments to the Service companies guide (SERV) In this Annex, underlining indicates new text and striking through indicates deleted text. Comes into force [ ] 2019 [main commencement date for solo-regulated firms] 1 Handbook requirements for service companies …
1.2 Parts of the Handbook applicable to service companies
…
1.2.2 G Parts of the Handbook applicable to service companies
This table belongs to SERV 1.2.1G
Part of
Handbook
Applicability to energy market participants High Level Standards … … Statements of Principle and Code of Practice for Approved Persons (APER) Code of Conduct (COCON) This applies to an approved person who performs a controlled function for a service company. This applies. … … … … … Regulatory processes … … Supervision manual (SUP) This applies, with the following qualifications:
…
(c) in SUP 10 (Approved persons), if a service company’s principal purpose is to

FCA 2018/XX carry on activities other than regulated activities, then the scope of the significant influence functions is restricted to the required functions: see SUP 10A.1.18R - SUP 10A.1.19G; … … … … … … …

FCA 2018/XX
Annex V
Amendments to the Enforcement Guide (EG)
In this Annex, underlining indicates new text and striking through indicates deleted text. Comes into force [ ] 2018 [main commencement date for insurance firms] 9 Prohibition Orders and withdrawal of approval …
9.3 Prohibition Order and withdrawal of approval - approved persons
…
9.3.2 When the FCA decides whether to make a prohibition order against an approved
person and/or withdraw their approval, the FCA will consider all the relevant circumstances of the case. These may include, but are not limited to those set out below. … (3) Whether, and to what extent, the approved person has:
(a) failed to comply with the Statements of Principle or COCON, as applicable, issued by the FCA with respect to the conduct of approved persons; or … … …
9.3.5 The following are examples of types of behaviour which have previously resulted
in FCA the deciding to issue a prohibition order or withdraw the approval of an approved person:
…
(5) Serious breaches of the Statements of Principle APER or COCON, for approved persons, such as failing to make terms of business regarding fees clear or actively misleading clients about fees; acting without regard to instructions; providing misleading information to clients; consumers or third parties; giving clients poor or inaccurate advice; using intimidating or threatening behaviour towards clients and former clients; failing to remedy breaches of the general prohibition or to ensure that a firm acted within the scope of its permissions.

FCA 2018/XX
…
15 Disqualification of auditors and actuaries …
15.2 Disqualification of auditors and actuaries under its powers contained in
section 345, section 249 and section 261K of the Act: the FCA’s general
approach
…
15.2.2 Actuaries appointed by firms under rule 4.3.1 of the FCA’s Supervision Manual
are approved persons and as such will be subject to the FCA’s Statements of Principle and Code of Practice for Approved Persons APER or COCON, as applicable. 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. … App 3 Appendix 3 – Appendix to the guidelines on investigation of cases of interest or concern to the financial conduct authority and other prosecuting and investigating agencies App 3.1 The FCA …
3.1.4 The FCA has the power to take the following enforcement action:
discipline authorised firms under Part XIV of the 2000 Act and approved persons and other individuals under s.66 of the 2000 Act; impose penalties on persons that perform controlled functions controlled functions without approval under s.63A of the 2000 Act; … …

FCA 2018/XX
Annex W
Handbook forms
All the text is new. It is not underlined. The forms are to be inserted in the place specified in paragraph H of the cover sheet of this instrument.
Part 1: Comes into force [ ] 2018 [main commencement date for insurance firms]

FCA 2018/XX
Index of Forms
10C Annex
3D
Form A: Application to perform senior management functions Long Form A - Dual-regulated firms (including EEA and third country firms) Long Form A – UK and Overseas firms (not incoming EEA) for MIFID authorisation applications Short Form A - Dual-regulated firms (including EEA and third country firms) 10C Annex 4R Form B: Notice to withdraw an application to perform controlled functions (including senior management functions) Form B – Notice to withdraw an application to perform controlled functions (including senior management functions) 10C Annex 5R Form C: Notice of ceasing to perform controlled functions (including senior management functions) Form C – Notice of ceasing to perform controlled functions (including senior management functions) 10C Annex 6R Form D Notification: Changes to personal information/application details and conduct breaches/disciplinary action related to conduct Form D – Notification for changes in personal information and application details, and conduct breaches and disciplinary action related to conduct 10C Annex 7D Form E: Internal transfer of a person performing a controlled function for dual regulated firms Form E – Internal transfer of an individual performing a controlled function 10C Annex 8D Form I: Application to add, vary or remove a conditional approval for the performance of a senior management function Form I – Application for the variation of conditional approval of a senior management function 10C Annex 9D Form J: Notification of significant changes in responsibilities of a person performing a senior management function

FCA 2018/XX
Form J – Notification of Significant Changes in Responsibilities of a Person Performing a Senior Management Function 10C Annex 10D Statement of responsibilities Statement of responsibilities for dual-regulated SMCR firms 15 Annex 7R Form H: Notification of Disciplinary Action relating to conduct rules staff (other than SMF managers) in SMCR firms Form for the notification of disciplinary action relating to conduct rules staff (other than SMF managers) in SMCR firms TP 10 23.1R Conversion Notification Form Solvency II and large non-directive firms (Form K)

Application number
(for FCA/PRA use only)
The FCA has produced notes which will assist both the applicant firm and the candidate in answering the questions in this form. Please read these notes, which are available on the FCA website at:
https://www.handbook.fca.org.uk/handbook/SUP/10C/Annex2D.html Both the applicant firm and the candidate will be treated by the FCA and PRA as having taken these notes into consideration when completing this form. Terms defined in either or both of the FCA Handbook or the PRA Rulebook are italicised and should be construed accordingly. Long Form A – Dual-regulated firms (including EEA and third country firms) Application to perform controlled functions including senior management functions FCA Handbook Reference: SUP 10C Annex 3D PRA Rulebook Reference: Senior Managers Regime - Applications and Notifications1

[Commencement Date]
Name of candidate
(to be completed by applicant firm)
Name of applicant firm
(as entered in 2.01)
Firm reference number
(as entered in 2.02)
Financial Conduct Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
United Kingdom
Telephone +44 (0) 300 500 0597
E-mail firm.queries@fca.org.uk
Website http://www.fca.org.uk
Registered as a Limited Company in England and Wales No
1920623. Registered Office as above
Prudential Regulation Authority
20 Moorgate
London
EC2R 6DA
United Kingdom
Telephone +44 (0) 203 461 7000
E-mail PRA-ApprovedPersons@bankofengland.co.uk Website www.bankofengland.co.uk/PRA

The relevant section of the PRA Rulebook should be referred to depending on which firm is applying. For example: CRR firms: Senior Managers Regime - Applications and Notifications; Non – CRR firms: Senior Managers Regime - Applications and Notifications; Solvency II firms:
Insurance - Senior Managers Regime – Applications and Notifications; Large Non-Solvency II firms: Insurance - Senior Managers Regime – Applications and Notifications; Non-Solvency II firms: Insurance - Senior Managers Regime – Applications and Notifications

Personal identification details Section 1
1.01 a Candidate Individual Reference
Number (IRN) b OR name of previous regulatory body c AND previous reference number (if applicable)
1.02 Title
(e.g. Mr, Mrs, Ms)
1.03 Surname

1.04 ALL forenames
1.05 Name commonly known by
1.06 Date of birth
(dd/mm/yyyy)
1.07 National Insurance number
1.08 Previous name
1.09 Date of name change
1.10 a Nationality
b Passport number
(if National Insurance number not available)

1.11 Place of birth
1.12 Phone number
1.13 Email address
 I have supplied further information related to this page in Section 6 YES NO

1.14 a Private address
b
Postcode

c
Dates resident at this address
(mm/yyyy) From To PRESENT
(If address has changed in the last three years, please provide addresses for the previous three years.)
1.15 a Previous address 1
b
Postcode

c
Dates resident at this address
(mm/yyyy) From To
1.16 a Previous address 2
b
Postcode

c
Dates resident at this address
(mm/yyyy) From To
 I have supplied further information related to this page in Section 6 YES NO

Firm identification details Section 2
2.01 Name of firm making the application
2.02 Firm Reference Number (FRN)
2.03 a Who should the FCA/PRA contact at the firm in
relation to this application?

b Position c Phone number d E-mail
Please note that the contact at the firm cannot be the same person as the candidate  I have supplied further information related to this page in Section 6 YES NO

3A.02 For applications from a single firm, please tick the boxes that correspond to the senior management functions to be performed. If the senior management functions are to be performed for more than one firm, please leave the boxes below blank and go to question 3A.04 The table below sets out the full list of senior management functions (SMFs). Please refer to the PRA Rulebook and FCA Handbook for the mandatory SMFs for your firm. Function Description of a Senior Management Function UK banks* UK branches of EEA banks and insurers UK branches of nonEEA banks Credit unions Solvency II firms & large NDFs Small NDFs ISPVs Small firms in run off UK branches of nonEEA insurers SMF 1 Chief Executive SMF 2 Chief Finance SMF 3 Executive Director SMF 4 Chief Risk SMF 5 Head of Internal Audit SMF 6 Head of Key Business Area SMF 7 Group Entity Senior Manager SMF 8 Credit Union Senior Manager SMF 9 Chair of the Governing Body SMF10 Chair of the Risk Committee SMF11 Chair of the Audit Committee SMF12 Chair of the Remuneration Committee SMF13 Chair of the Nomination Committee SMF14 Senior Independent Director SMF15 Chair of With Profits Committee SMF16 Compliance Oversight SMF17 Money Laundering Reporting Officer (MLRO)

Function Description of a Senior
Management
Function
UK banks*
UK branches of EEA banks and insurers
UK branches of nonEEA banks
Credit unions
Solvency
II firms
& large
NDFs
Small
NDFs
ISPVs Small firms in run off
UK branches of nonEEA insurers
SMF18 Other Overall
Responsibilit y
SMF19 Head of Third
Country
Branch/ Head of Overseas
SMF20 Chief Actuary
SMF20a With-Profits
Actuary
SMF21 EEA Branch
Senior
Manager
(EBSM)
SMF22 Other Local
Responsibilit y
SMF23 Chief
Underwriting
Officer
SMF23a Underwriting
Risk
Oversight
(Lloyd’s)
SMF23b Conduct Risk
Oversight
(Lloyd’s)
SMF24 Chief
Operations
SMF25 Small Insurer
Senior
Management
Function
SMF26 Head of
Small RunOff Firm
SMF27 Partner
*’UK Banks’ refers to UK banks, building societies and PRA designated investment firms 3A.03 Job title Insurance distribution Will the candidate be responsible for insurance distribution at the firm? YES NO (Note: Yes can only be selected if the individual is applying for a governing function (other than a non-executive director function)) Mortgage Credit Directive Will the candidate be responsible for Mortgage Credit Directive Intermediation at the firm? YES NO

 I have supplied further information related to this page in Section 6 YES NO

3A.04 Complete this section only if the application is on behalf of more than one firm. List all firms within the group (including the firm entered in 2.01) for which the candidate requires approval and the requested senior management function for that firm. Firm Reference Number Name of firm Senior Management Function Job title Responsible for insurance distribution? Responsible for mortgage credit intermediation? Effective date a

 I have supplied further information related to this page in Section 6 YES NO

Arrangements and controlled functions – Appointed Representatives Section 3B Complete this section if the application is for a controlled function at an appointed representative (AR). If you are submitting an application for a senior management function then please complete section 3A. 3B.01 Nature of the arrangement between the candidate and the applicant. a Appointed representative/tied agent – customer function AR firm name and reference number b Appointed representative/tied agent – governing function AR firm name and reference number c Other Give details 3B.02 For applications from a single firm, please tick the boxes that correspond to the controlled functions to be performed. If the controlled functions are to be performed for more than one firm, please go to question 3B.05. a Significant influence functions CF 1 Director function CF 3 Chief executive function CF 4 Partner function CF 5 Director of an unincorporated association function b Customer function CF 30 Customer function 3B.03 Effective date of controlled functions indicated above 3B.04 Job title Please refer to notes on the requirements for submitting a CV.  I have supplied further information related to this page in Section 6 YES NO

3B.05 Complete this section only if the application is on behalf of more than one firm. List all firms within the group (including the firm entered in 2.01) for which the candidate requires approval and the requested controlled function for that firm. Firm Reference Number Name of firm Controlled function Job title Effective date a b c d e  I have supplied further information related to this page in Section 6 YES NO

Employment history in the past 5 years Section 4 N.B.: ALL gaps must be accounted for
4.01 Employment details (1)
a Period (mm/yyyy) From To b Nature of employment a Employed b Self-employed c Not employed d Full-time education If c or d is ticked, please give details c Name of employer d Nature of business e Previous / other names of employer f Last known address of employer

g Is/was employer regulated by a regulatory body? YES NO Name of regulatory body

h Is/was employer an appointed representative/tied agent? YES NO If yes, of which firm?

i Position held j Responsibilities k Reason for leaving: a Resignation b Redundancy c Retirement d Termination/dismissal e End of contract f Other If ‘other’, please specify

4.02 Employment details (2)
a Period (mm/yyyy) From To b Nature of employment a Employed b Self-employed c Not employed d Full-time education If c or d is ticked, please give details c Name of employer d Nature of business e Previous / other names of employer f Last known address of employer

g Is/was employer regulated by a regulatory body? YES NO Name of regulatory body

h Is/was employer an appointed representative/tied agent? YES NO If yes, of which firm?

i Position held j Responsibilities

k Reason for leaving: a Resignation b Redundancy c Retirement d Termination/dismissal e End of contract f Other If ‘other’, please specify  I have supplied further information related to this page in Section 6 YES NO

Fitness and propriety Section 5
5.01 Criminal Proceedings
When answering the questions in this section the candidate should include matters whether in the UK or overseas. By virtue of the Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975, if the candidate is subject to the law of England and Wales, candidate must disclose spent convictions and cautions (other than a protected conviction or caution). By virtue of the Rehabilitation of Offenders Act 1974 (Exclusions and Exceptions) (Scotland) Order 2013 and the Rehabilitation of Offenders (Exceptions) Order (Northern Ireland) 1979, if the candidate is subject to the law of Scotland or Northern Ireland, the candidate must disclose spent convictions (other than a protected conviction). For the avoidance of doubt, references to the legislation above are references to the legislation as amended. If any question has been answered ‘yes’ in Section 5, further details should be provided in Section 6. If there is any other information the candidate or the firm considers to be relevant to the application, it must be included in Section 6. 5.01.1a Has the candidate ever been convicted of any criminal offence (whether spent or not and whether or not in the United Kingdom):
i. involving fraud, theft, false accounting, offences against
the administration of public justice (such as perjury, perverting the course of justice and intimidation of witnesses or jurors), serious tax offences or other dishonesty or
ii. relating to companies, building societies, industrial and
provident societies, credit unions, friendly societies, insurance, banking or other financial services, insolvency, consumer credit or consumer protection, money laundering, market manipulations or insider dealing? YES NO b Is the candidate currently the subject of any criminal proceedings, whether in the UK or elsewhere? YES NO c Has the candidate ever been given a caution in relation to any criminal offence? YES NO 5.01.2 5.01.3 Has the candidate any convictions for any offences other than those in
5.01.1 above (excluding traffic offences that did not result in a ban
from driving or did not involve driving without insurance)?
Is the candidate the subject of any ongoing criminal investigation? YES NO
5.01.4 Has the candidate been ordered to produce documents pursuant to
any ongoing criminal investigation or been the subject of a search (with or without a warrant) pursuant to any ongoing criminal investigation? In answering question 5.01.4, you should include all matters even where the candidate was not the subject of the investigation. YES NO  I have supplied further information related to this page in Section 6 YES NO

5.01.5 Has any firm at which the candidate holds or has held a position of
influence ever:
(Please check the guidance notes for the meaning of ‘position of influence’ in the context of the questions in this part of the form.) a Been convicted of any criminal offence? YES NO b Been summonsed, charged with or otherwise investigated or prosecuted for any criminal offence? YES NO c Been the subject of any criminal proceeding which has not resulted in a conviction? YES NO d Been ordered to produce documents in relation to any criminal investigation or been the subject of a search (with or without a warrant) in relation to any criminal investigation? YES NO In answering question 5.01.5, you should include all matters even when the summons, charge, prosecution or investigation did not result in a conviction, and, in respect of 5.01.5d, even where the firm was not the subject of the investigation. However, firms are not required to disclose details of any specific individuals who were subject to historic (as opposed to ongoing) criminal investigations, prosecutions, summons or other historic criminal proceedings.  I have supplied further information related to this page in Section 6 YES NO

5.02 Civil Proceedings
5.02.1 Has the candidate, ever been the subject of a judgement debt or
award against the candidate (whether satisfied or not)? YES NO Please give a full explanation of the events in question, The candidate should include all County Court Judgement(s) (CCJs) made against the candidate, whether satisfied or not); and i) the sum and date of all judgements debts, awards or CCJs (whether satisfied or not); and ii) the total number of all judgement debts, awards or CCJs ordered.
5.02.2 Has the candidate ever been party to any civil proceedings which
resulted in any order against the candidate (other than a judgement debt or award referred to in 5.02.1 above)? (the candidate should include, for example, injunctions and employment tribunal proceedings.) YES NO
5.02.3 Is the candidate aware of:
a Any proceedings that have begun, or anyone’s intention to begin proceedings against the candidate, for a CCJ or another judgement debt? YES NO b More than one set of proceedings, or anyone’s intention to begin more than one set of proceedings, that may lead to a CCJ or other judgement debt? YES NO
5.02.4 Does the candidate have any current judgement debts (including
CCJs) made under a court order still outstanding, whether in full or in
part?
YES NO
5.02.5 Has the candidate ever failed to satisfy any such judgment debts
(including CCJs) made under a court order still outstanding, whether in full or part, within one year of the order being made? YES NO  I have supplied further information related to this page in Section 6 YES NO

5.02.6 Has the candidate ever:
a Filed for the candidate’s own bankruptcy or had a bankruptcy petition served on the candidate? YES NO b Been adjudged bankrupt? YES NO c Been the subject of a bankruptcy restrictions order (including an interim bankruptcy restrictions order) or offered a bankruptcy restrictions undertaking? YES NO d Made any arrangements with the candidate’s creditors, for example a deed of arrangement or an individual voluntary arrangement (or in Scotland a trust deed)? YES NO e Had assets sequestrated? YES NO f Been involved in any proceedings relating to the above matters even if such proceedings did not result in the making of any kind of order against the candidate or result in any kind of agreement with the candidate? YES NO
5.02.7 Does the candidate, or any undertaking under their management, have
any outstanding financial obligations arising from regulated activities, which have been carried out in the past (whether or not in the UK or overseas)? YES NO
5.02.8 Has the candidate ever been adjudged by a court or tribunal (whether
criminal, civil or administrative) for any fraud, misfeasance, negligence, wrongful trading or other misconduct? Or been found by a judge or tribunal to have lied on oath and/or that their evidence was to be disbelieved? YES NO
5.02.9 Is the candidate currently:
a Party to any civil proceedings (including those covered in 5.02.7 above)? YES NO b Aware of anybody’s intention to begin civil proceedings against the candidate? (Candidate should include any ongoing disputes whether or not such dispute is likely to result in any order against the candidate.) YES NO
5.02.10 During the period over which the candidate has held a position of
influence and/or in the 10 years after this, has any firm at which the candidate holds or has held a position of influence ever been:
YES NO a Adjudged by a court civilly liable for any fraud, misfeasance, wrongful trading or other misconduct? YES NO b The subject of a judgement debt or award against the firm? (Candidate should include all CCJs made against the firm, whether satisfied or not.) YES NO c Party to any other civil proceedings which resulted in an order against the firm other than in relation to matters covered in 5.02.10a and 5.02.10b above? YES NO  I have supplied further information related to this page in Section 6 YES NO

5.02.11 Is any firm at which the candidate currently holds or has held, within
the last 12 months from the date of the submission of this form, a position of influence currently:
a a party to civil proceedings; and/or YES NO b aware of anyone’s intention to begin civil proceedings against them? YES NO
5.02.12 Has any company, partnership or unincorporated association of
which the candidate is or has been a controller, director, senior manager, partner or company secretary, in the UK or elsewhere, at any time during their involvement, or within one year of such an involvement, been put into liquidation, wound up, ceased trading, had a receiver or administrator appointed or entered into any voluntary arrangement with its creditors? YES NO  I have supplied further information related to this page in Section 6 YES NO

5.03 Business and Employment Matters
5.03.1 Has the candidate ever been:
a Disqualified from acting as a director or similar position (one where the candidate acts in a management capacity or conducts the affairs of any company, partnership or unincorporated association)? YES NO b The subject of any proceedings of a disciplinary nature (whether or not the proceedings resulted in any finding against the candidate)? YES NO c The subject of any investigation which has led or might lead to disciplinary proceedings? YES NO d Notified of any potential proceedings of a disciplinary nature against the candidate? YES NO e The subject of an investigation into allegations of misconduct or malpractice in connection with any business activity? (This question covers internal investigation by an authorised firm, as well as investigation by a regulatory body, at any time.) YES NO
5.03.2 Has the candidate ever been refused entry to, or been dismissed,
suspended or requested to resign from, any professional, vocation, office or employment, or from any fiduciary office or position of trust whether or not remunerated? YES NO
5.03.3 Does the candidate have any material written complaints made against
the candidate by the candidate’s clients or former clients in the last five years which the candidate has accepted, or which are awaiting determination, or have been upheld – by an ombudsman or complaints scheme? YES NO
5.03.4 Has the candidate ever participated in arbitration proceedings? (This
question only applies where the applicant firm is a Solvency II insurance firm). YES NO  I have supplied further information related to this page in Section 6 YES NO

5.04 Regulatory Matters
5.04.1 In relation to activities regulated by the FCA and/or PRA or any other
regulatory body (see the guidance notes on section 5), has:
 the candidate, or
 any company, partnership or unincorporated association of which the candidate is or has been a controller, director, senior manager, partner or company secretary, during the candidate’s association with the entity and for a period of three years after the candidate ceased to be associated with it, ever – a Been refused, had revoked, restricted, been suspended from or terminated, any licence, authorisations, registration, notification, membership or any other permission granted by any such body? YES NO b Been criticised, censured, disciplined, suspended, expelled, fined or been the subject of any other disciplinary or interventional action by any such body? YES NO c Received a warning (whether public or private) that such disciplinary or interventional action may be taken against the candidate or the firm? YES NO d Been the subject of an investigation by any regulatory body, whether or not such an investigation resulted in a finding against the candidate or the firm? YES NO e Been required or requested to produce documents or any other information to any regulatory body in connection with such an investigation (whether against the firm or otherwise)? YES NO f Been investigated or been involved in an investigation by an inspector appointed under companies or any other legislation, or required to produce documents to the Secretary of State, or any other authority, under any such legislation? YES NO g Ceased operating or resigned whilst under investigation by any such body or been required to cease operating or resign by any regulatory body? YES NO h Decided, after making an application for any licence, authorisation, registration, notification, membership or any permission granted by any such body, not to proceed with it? YES NO i Been the subject of any civil action related to any regulated activity which has resulted in a finding by a court? YES NO j Provided payment services or distributed or redeemed e-money on behalf of a regulated firm or itself under any contractual agreement where that agreement was terminated by the regulated firm? YES NO k Been convicted of any criminal offence, censured, disciplined or publicly criticised by any inquiry, by the Takeover Panel or any governmental or statutory authority or any other regulatory body (other than as indicated in this group of questions)? YES NO l Been on a board of directors in an operating undertaking that has not been granted a release from liability? (This question only applies where the applicant firm is a Solvency II insurance firm). YES NO  I have supplied further information related to this page in Section 6 YES NO

5.04.2 In relation to activities regulated by the FCA/PRA or any other
regulatory body, has the candidate or any firm at which the candidate holds or has held a position of influence at any time during and within one year of the candidate’s association with the firm ever:
a Been found to have carried on activities for which authorisation or registration by the FCA/PRA or any other regulatory body is required without the requisite authorisations? YES NO b Been investigated for the possible carrying on of activities requiring authorisation or registration by the FCA/PRA or any other regulatory body without the requisite authorisation whether or not such investigation resulted in a finding against the candidate? YES NO c Been found to have performed a senior management function or other controlled function (or an equivalent function requiring approval by the FCA/PRA or any other regulatory body) without the requisite approval? YES NO d Been investigated for the possible performance of a senior management function or other controlled function (or an equivalent function requiring approval by the FCA/PRA or any other regulatory body) without the requisite approval, whether or not such investigation resulted in a finding against the candidate? YES NO e Been found to have failed to comply with an obligation under the Electronic Money Regulations 2011 or Payment Services Regulations 2009 to notify the FCA/PRA of the identity of a person acting in a position of influence over its electronic money or payment services business? YES NO f Been the subject of a prohibition order under section 56 Financial Services and Markets Act 2000 , or received a warning notice proposing that such a direction or order be made, or received a private warning? YES NO  I have supplied further information related to this page in Section 6 YES NO

5.05 Other Matters
5.05.1 Is the candidate, in the role to which the application relates, aware of
any business interests, employment obligations, or any other circumstance which may conflict with the performance of the senior management functions for which approval is now being sought? YES NO
5.05.2 Question 5.05.2 should only be answered if the applicant firm is a
Solvency II Insurer.
Does the candidate have, or know of any:
a Qualifying ownership2 or any other form of substantial influence in the firm or group, or any other companies YES NO If yes, please provide:

Company name and registration number
Nature and scope of the operations
The registered office of the company
Possession in percentage
b Close relatives with any other financial relations in the firm or group YES NO c Any other commitments that may give rise to a conflict of interest YES NO d Any other commitments that may give rise to a conflict of interest YES NO If the response is ‘yes’ to any of the above, please provide, in Section 6, explanations of the circumstances and how the candidate intends to mitigate this.
5.05.3 Is the candidate or the firm aware of any other information relevant to
this notification that the FCA/PRA might reasonably expect from the candidate? YES NO
5.05.4 Has the firm undertaken a criminal records check in accordance with
the requirements of the FCA or PRA?
Please note that a firm is required, under PRA rules, to request and under FCA rules, to obtain the fullest information that it is lawfully able to obtain about the candidate under Part V of the Police Act 1997 (Certificates of Criminal records, etc) and related subordinated legislation of the UK or any part of the UK before making the application. (SUP 10C.10.16R and PRA Rulebook: Fitness and Propriety)3 If yes, please enter date the check was undertaken YES NO Date (dd/mm/yyyy):
Note: if date is more than 3 months prior to current date or 3 months prior to date of application submission or the check has not been undertaken, please provide details why in section 6
5.05.5 Has / Have a reference or references been obtained from current or
previous employer(s) in accordance with the requirements of the FCA or PRA? If no, please provide details why the reference or references has/have YES NO

2 As defined in Article 13(21) of the Solvency II Directive, qualifying ownership is ‘direct or indirect holding in an undertaking which represent 10% or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking’. The relevant section of the PRA Rulebook should be referred to depending on which firm is applying.

not been obtained.
Please note that a firm is required to use reasonable steps to obtain an appropriate reference from any current or previous employer of the candidate during the last 6 years (see SYSC 22 and Fitness and Propriety 2 in the PRA Rulebook). “Employer” has an extended meaning for these purposes.  I have supplied further information related to this page in Section 6 YES NO

Supplementary information for Senior Management Functions Section 6 6.01 6.02 Please provide full details of:
a) why the candidate is competent and capable to carry out the controlled function(s) applied for; b) why the appointment complements the firm's business strategy, activity and market in which it operates; c) how the appointment was agreed including details of any discussions at governing body level (where applicable); d) a list of all directorships currently or previously held by the candidate in the past 10 years (where director has the meaning given in the Glossary); and e) if the candidate currently holds more than one directorship, please provide a breakdown on the candidate’s time commitment to each directorship. If there is any additional information indicated in previous sections or any other information the candidate or the firm considers being relevant to this application it must be included here. (Please also provide full details of any issues that could affect the Fitness and Propriety of the individual that arose when leaving an employer listed in
section 4 or if any question has been answered ‘yes’ in section 5)
Question Information
Note: If there is insufficient space, please continue on a separate sheet of paper and clearly identify the section and question to which the additional information relates.
6.03 Firms must also provide the following supporting documents required with this form (please tick)
It is for firms to asses which supporting documents they should submit but, in the majority of cases, it is expected that firms will submit all of the listed supporting documents. Statement of Responsibilities Candidate’s Curriculum Vitae (C.V) Role(s) description A copy of the firm’s management responsibilities map (SYSC 25.1 and Allocation of Responsibilities in the PRA Rulebook4 ) This requirement does not apply to all firms. A summary of any handover material (as referred to in SYSC 25.9.4R to SYSC 25.9.8G and SUP 10C.10.13G and Senior Management Functions in the PRA Rulebook5 ) This requirement does not apply to all firms.

The relevant section of the PRA Rulebook should be referred to depending on which firm is applying The relevant section of the PRA Rulebook should be referred to depending on which firm is applying.

A description or copy of the candidate’s Skills Gap Analysis. A description or copy of the candidate’s Induction programme A description or copy of the candidate's Learning and Development plan (including the name of the individual responsible for monitoring the candidate's progress against the development points and the time frame for completion) A description or documentation setting out how the competency was assessed (demonstrating competence and suitability mapped to the specific role and responsibilities of the role).

Declarations and signatures Section 7
Declaration of Candidate
It is a criminal offence, knowingly or recklessly, to give the FCA and/or PRA information that is materially false, misleading or deceptive (see sections 398 and 400 Financial Services and Markets Act 2000 –‘FSMA’). Even if you believe or know that information has been provided to the FCA and/or PRA before (whether as part of another application or otherwise) or is in the public domain, you must nonetheless disclose it clearly and fully in this form and as part of this application – you should not assume that the FCA and/or PRA will itself identify such information during the assessment of this application. There will be a delay in processing the application if information is inaccurate or incomplete, and it may call into question the suitability of the candidate and/or lead to the FCA and/or PRA exercising their powers (including but not limited to taking disciplinary/ Enforcement action). You must notify the FCA and/or PRA immediately if there is a change to the information in this form and/or if inaccurate information has been provided (insofar as the FCA and/or PRA are reasonably likely to consider the information material). The candidate confirms that the information provided in this application is accurate and complete to the best of their knowledge and that they have read the notes to this form. The candidate will notify the FCA and/or PRA immediately if there is a material change to the information provided. The candidate confirms that the attached Statement of Responsibilities accurately reflects the aspects of the affairs of the firm which it is intended that the candidate will be responsible for managing. The candidate confirms that they have accepted all the responsibilities set out in this Statement of Responsibilities. The candidate authorises the FCA and/or PRA to make such enquiries and seek such further information as it thinks appropriate to identify and verify information that it considers relevant to the assessment of this application. The candidate acknowledges and agrees that these checks may include credit reference checks or information pertaining to fitness and propriety, and is aware that the results of these enquiries may be disclosed to the employer/Applicant. Where applicable, the candidate agrees that they may be required to apply for a search to be made as to whether any criminal records are held in relation to them and to obtain a certificate (where such certificate can be obtained) and to disclose the result of that search to the firm submitting this application. The candidate agrees that the FCA and/or PRA may use the address specified for the candidate in this form as the proper address for service in the United Kingdom (as defined in the Financial Services and Markets Act 2000 (Service of Notices) Regulations (SI 2001/1420)) to serve any notices on the candidate. For the purposes of complying with the Data Protection Act 1998, the personal information provided in this form will be used by the FCA and PRA to
discharge their statutory functions under the Financial Services and Markets Act 2000 and other relevant legislation, and will not be disclosed for any other purpose without the permission of the candidate. The candidate confirms that they understand the regulatory responsibilities of the proposed role as set out in the rules of conduct in the FCA’s COCON and/or the PRA Rulebook: Conduct Rules. The candidate is aware that, while advice may be sought from a third party (e.g. legal advice), responsibility for the accuracy of information, as well as the disclosure of relevant information, on the form is ultimately the responsibility of those who sign the application. In addition to other regulatory responsibilities, firms, and candidates/approved persons have a responsibility to disclose to the FCA and/or PRA matters of which it would reasonably expect to be notified. Failure to notify the FCA and/or PRA of such information may lead to the FCA and/or PRA taking disciplinary or other action against the Applicant and/or the candidate. Tick here to confirm you have read and understood this declaration:
7.01 Name of candidate
7.02 Signature
Date

Declaration of Firm
It is a criminal offence, knowingly or recklessly, to give the FCA and/or PRA information that is materially false, misleading or deceptive (see sections 398 and 400 Financial Services and Markets Act). Even if you believe or know that information has been provided to the FCA and/or PRA before (whether as part of another application or otherwise) or is in the public domain, you must nonetheless disclose it clearly and fully in this form and as part of this application – you should not assume that the FCA and/or PRA will itself identify such information during the assessment of this application. If there is any doubt about the relevance of information, it should be included There will be a delay in processing the application if information is inaccurate or incomplete, and it may call into question the suitability of the candidate and/or lead to the FCA and/or PRA exercising their powers under FSMA (including but not limited to taking disciplinary/ Enforcement action). You must notify the FCA and/or PRA immediately if there is a change to the information in this form and/or if inaccurate information has been provided (insofar as the FCA and/or PRA are reasonably likely to consider the information material). In addition to other regulatory responsibilities, firms, and candidates/ approved persons have a responsibility to disclose to the FCA and/or PRA, matters of which it would reasonably expect to be notified. Failure to notify the FCA and/or PRA of such information may lead to the FCA and/or PRA taking disciplinary or other action against the Applicant and/or the candidate. The Applicant confirms that the information provided in this application is accurate and complete to the best of its knowledge and that it has read the notes to this form. The Applicant will notify the FCA and/or PRA immediately if there is a material change to the information provided. The Applicant authorises the FCA and/or PRA to make such enquiries and seek such further information as it thinks appropriate to identify and verify information that it considers relevant to the assessment of this application. Where applicable, the Applicant confirms that it has requested the fullest information that it is lawfully able to obtain about the candidate under Part V of the Police Act 1997 and any related subordinate legislation of the UK or any part of the UK, and (where available) has given due consideration to that information in determining that candidate to be fit and proper. In making this application the Applicant believes on the basis of due and diligent enquiry and, where applicable, by reference to the criteria in FIT in the FCA Handbook and/or the Fitness and Propriety part of the PRA Rulebook that the candidate is a fit and proper person to perform the controlled function(s) listed in section 3. The Applicant also believes, on the basis of due and diligent enquiry, that the candidate is competent to fulfil the duties required in the performance of such function(s). Note:
For EEA firms, this would only apply to those firms undertaking any non MiFID business. The Applicant confirms that it has complied with its obligations under equality and diversity legislation when selecting the candidate to perform the function(s) applied for. The Applicant confirms that it has made the candidate aware of their regulatory responsibilities as set out in the rules of conduct in the FCA’s COCON and/or the PRA Rulebook: Conduct Rules.

The Applicant confirms that the Statement of Responsibilities submitted with this form accurately reflects the aspects of the affairs of the Firm which it is intended that the candidate will be responsible for managing. The Applicant is aware that, while advice may be sought from a third party (e.g. legal advice), responsibility for the accuracy of information, as well as the disclosure of relevant information, on the form is ultimately the responsibility of those who sign the application. In signing this form on behalf of the Applicant firm:
I confirm that the information in this form is accurate and complete to the best of my knowledge and belief and that I have read the notes to this form. I confirm that I have authority to make this application and provide the declarations given by the Applicant, and sign this form, on behalf of the firm identified in section 2.01 and/or each firm identified in section 3.04. I also confirm that a copy of this form, as submitted to the FCA and/or PRA, will be sent to each of those firms at the same time as submitting the form to the FCA and/or PRA.
7.03 Name of the firm submitting the application
7.04 Name of person signing on behalf of the
Applicant firm
7.05 Job title
7.06 Signature
Date

FCA 2018/XX
This Form should only be used when an unauthorised firm applies for permission to carry out MiFID activities and where an authorised firm which does not have permission to carry out MiFID activities applies for permission to carry out those activities. † The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform controlled functions— MiFID applications Application number (for FCA use only) The FCA has produced notes which will assist both the applicant firm and the candidate in answering the questions in this form. Please read these notes, which are available on the Handbook website at:
https://www.handbook.fca.org.uk/handbook/SUP/10A/Annex4.html Both the applicant firm and the candidate will be treated by the FCA as having taken these notes into consideration when completing their answers to the questions in this form. Long Form A – UK and overseas firms (not incoming EEA) for MiFID authorisation applications Application to perform senior management functions FCA Handbook Reference: SUP 10C Annex 3D [Commencement date] Name of candidate† (to be completed by applicant firm) Name of applicant firm† (as entered in 2.01) Firm reference number† (as entered in 2.02) Financial Conduct Authority 25 The North Colonnade Canary Wharf London E14 5HS United Kingdom Telephone +44 (0) 300 500 0597 Facsimile +44 (0) 207 066 0017 E-mail firm.queries@fca.org.uk Website http://www.fca.org.uk Registered as a Limited Company in England and Wales No 1920623. Registered Office as above.

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications Personal identification details Section 1
1.01 a Candidate Individual Reference
Number (IRN) † b OR name of previous regulatory body† c AND previous reference number (if applicable) †
1.02 Title
(e.g. Mr, Mrs, Ms, etc) †
1.03 Surname†
1.04 ALL forenames†
1.05 Name commonly known by†
1.06 Date of birth
(dd/mm/yyyy) †
1.07 National Insurance number†
1.08 Previous name †
1.09 Date of name change†
1.10 a Nationality†
b Passport number
(if National Insurance number not available) † 1.11 1.12 Place of birth† Phone number
1.13 Email address

I have supplied further information related to this page in Section 6† YES NO

c
Dates resident at this address
(mm/yyyy) † From To PRESENT
(If address has changed in the last three years, please provide addresses for the previous three years.)
1.15 a Previous address 1†
b
Postcode

c
Dates resident at this address
(mm/yyyy) † From To
1.16 a Previous address 2†
b
Postcode†

c
Dates resident at this address
(mm/yyyy) † From To

I have supplied further information related to this page in Section 6† YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications Firm identification details Section 2
2.01 Name of firm making the application
2.02 Firm Reference Number (FRN)
2.03 a Who should the FCA contact at the firm in
relation to this application? b Position c Phone number d Fax e E-mail  I have supplied further information related to this page in Section 6† YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications Arrangements and senior management functions
Section 3
3.01 Nature of the
arrangement between the candidate and the applicant. a Employee b Group employee Name of group c Contract for services d Partner/Sole trader e Other Give details Proposed date of appointment Length of appointment (if applicable)
3.02 For applications from a single firm, please tick the boxes that correspond to the senior management functions
to be performed. If the senior management functions are to be performed for more than one firm, please go to question 3.05 Function Description of Senior Management Function Tick (if applicable) Core firms Enhanced firms Limited scope firms UK core firm Third country branch SMF 1 Chief Executive SMF 2 Chief Finance SMF 3 Executive Director SMF 4 Chief Risk Officer SMF 5 Head of Internal Audit

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications SMF 7 Group Entity Senior Manager SMF 9 Chair of the governing body SMF10 Chair of the Risk Committee SMF11 Chair of the Audit Committee SMF12 Chair of the Remuneration Committee SMF13 Chair of the Nomination Committee SMF14 Senior Independent Director SMF16 Compliance Oversight SMF17 Money Laundering Reporting Officer SMF18 Other overall responsibility function SMF19 Head of Third Country Branch SMF24 Chief Operations SMF27 Partner SMF29 Limited scope function (limited scope firms only)
3.03 Job title†
Please refer to notes on the requirements for submitting a CV Insurance distribution Will the candidate be responsible for Insurance distribution at the firm? (Note: Yes can only be selected if the individual is applying for (SMF1, SMF3, SMF27 or SMF29)) YES NO Mortgage Credit Directive Will the candidate be responsible for Mortgage Credit Directive Intermediation at the firm? (Note: Yes can only be selected if the individual is applying for (SMF1, SMF 3, SMF 27 or SMF 29.) YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications
3.04 Complete this section only if the application is on behalf of more than one firm.
List all firms within the group (including the firm entered in 2.01) for which the candidate requires approval and the requested senior management function for that firm. † Firm Reference Number Name of firm Senior management function Job title Responsible for insurance distribution? Responsible for MCD credit intermediation ? Effective date a b c d e  I have supplied further information related to this page in Section 6† YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications Employment history for the past 10 years Section 4 N.B.: ALL gaps must be accounted for
4.01 Employment details (1) †
a Period (mm/yyyy) From To b Nature of employment a Employed b Self-employed c Not employed d Full-time education If c or d is ticked, please give details c Name of employer d Nature of business e Previous / other names of employer f Last known address of employer g Is/was employer regulated by a regulatory body? YES NO Name of regulatory body h Is/was employer an appointed representative/tied agent? YES NO If yes, of which firm? i Position held j Responsibilities k Reason for leaving: a Resignation b Redundancy c Retirement d Termination/dismissal e End of contract f Other Specify

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications
4.02 Employment details (2) †
a Period (mm/yyyy) From To b Nature of employment a Employed b Self-employed c Not employed d Full-time education If c or d is ticked, please give details c Name of employer d Nature of business e Previous / other names of employer f Last known address of employer g Is/was employer regulated by a regulatory body? YES NO Name of regulatory body h Is/was employer an appointed representative/tied agent? YES NO If yes, of which firm? i Position held j Responsibilities k Reason for leaving: a Resignation b Redundancy c Retirement d Termination/dismissal e End of contract f Other Specify  I have supplied further information related to this page in Section 6† YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications Fitness and propriety Section 5
5.01 Criminal Proceedings
When answering the questions in this section the candidate should include matters whether in the UK or overseas. By virtue of the Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975, if the candidate is subject to the law of England and Wales, the candidate must disclose spent convictions and cautions (other than a protected conviction or caution). By virtue of the Rehabilitation of Offenders Act 1974 (Exclusions and Exceptions) (Scotland) Order 2013 and the Rehabilitation of Offenders (Exceptions) Order (Northern Ireland) 1979, if the candidate is subject to the law of Scotland or Northern Ireland, you must disclose spent convictions (other than a protected conviction). For the avoidance of doubt, references to the legislation above are references to the legislation as amended. 5.01.1a Has the candidate ever been convicted of any criminal offence (whether spent or not and whether or not in the United Kingdom):
iii. involving fraud, theft, false accounting, offences against
the administration of public justice (such as perjury, perverting the course of justice and intimidation of witnesses or jurors), serious tax offences or other dishonesty: or
iv. relating to companies, building societies, industrial and
provident societies, credit unions, friendly societies, insurance, banking or other financial services, insolvency, consumer credit or consumer protection, money laundering, market manipulations or insider dealing? YES NO b Is the candidate currently the subject of any criminal proceedings, whether in the UK or elsewhere? YES NO c Has the candidate ever been given a caution in relation to any criminal offence? YES NO
5.01.2 Has the candidate any convictions for any offences other than those in
5.01.1 above (excluding traffic offences that did not result in a ban
from driving or did not involve driving without insurance)? YES NO If the answer to questions 5.01.1a or 5.01.2 is “yes”, please provide an official certificate of conviction or equivalent document if and so far as it is available from the UK or, where applicable, another country. Please attach a copy of this form as an Additional Supporting Document.
5.01.3 Is the candidate the subject of any ongoing criminal investigation? YES NO
5.01.4 Has the candidate been ordered to produce documents pursuant to
any ongoing criminal investigation or been the subject of a search (with or without a warrant) pursuant to any ongoing criminal investigation? YES NO In answering question 5.01.4, you should include all matters even where the candidate was not the subject of the investigation.  I have supplied further information related to this page in Section 6† YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications
5.01.5 Has any firm at which the candidate holds or has held a position of
influence ever:
a Been convicted of any criminal offence?
(Please check the guidance notes for the meaning of ‘position of influence’ in the context of the questions in this part of the form.) YES NO b Been summonsed, charged with or otherwise investigated or prosecuted for any criminal offence? YES NO c Been the subject of any criminal proceeding which has not resulted in a conviction? YES NO d Been ordered to produce documents in relation to any criminal investigation or been the subject of a search (with or without a warrant) in relation to any criminal investigation? YES NO In answering question 5.01.5, you should include all matters even when the summons, charge, prosecution or investigation did not result in a conviction, and, in respect of 5.01.5d, even where the firm was not the subject of the investigation. However, firms are not required to disclose details of any specific individuals who were subject to historic (as opposed to ongoing) criminal investigations, prosecutions, summons or other historic criminal proceedings.  I have supplied further information related to this page in Section 6† YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications
5.02 Civil Proceedings
5.02.1 Has the candidate, ever been the subject of a judgment debt or
award against the candidate? YES NO
Please give a full explanation of the events in questions, ensuring that it adheres to the Disclosure Note at the beginning of this form. You should include all County Court Judgment(s) (CCJs) made against the candidate, whether satisfied or not); and i) the sum and date of all judgment debts, awards or CCJs (whether satisfied or not); and ii) the total number of all judgment debts, awards or CCJs ordered.
5.02.2 Has the candidate ever been party to any civil proceedings which
resulted in any order against the candidate (other than a judgment debt or award referred to in 5.02.1 above)? (You should include, for example, injunctions and employment tribunal proceedings.) YES NO
5.02.3 Is the candidate aware of:
a Any proceedings that have begun or anyone’s intention to begin proceedings against the candidate, for a CCJ or another judgment debt? YES NO b More than one set of proceedings, or anyone’s intention to begin more than one set of proceedings, that may lead to a CCJ or other judgment debt? YES NO YES NO
5.02.4 Does the candidate have any current judgment debts (including CCJs)
made under a court order still outstanding, whether in full or in part? YES NO
5.02.5 Has the candidate ever failed to satisfy any such judgment debts
(including CCJs) made under a court order still outstanding, whether in full or part, within one year of the order being made? YES NO  I have supplied further information related to this page in Section 6† YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications
5.02.6 Has the candidate ever:
a Filed for the candidate’s own bankruptcy or had a bankruptcy petition served on the candidate? YES NO b Been adjudged bankrupt? YES NO c Been the subject of a bankruptcy restrictions order (including an interim bankruptcy restrictions order) or offered a bankruptcy restrictions undertaking? YES NO d Made any arrangements with the candidate’s creditors, for example a deed of arrangement or an individual voluntary arrangement (or in Scotland a trust deed)? YES NO e Had assets sequestrated? YES NO f Been involved in any proceedings relating to the above matters even if such proceedings did not result in the making of any kind of order against the candidate or result in any kind of agreement with the candidate? YES NO
5.02.7 Does the candidate, or any undertaking under their management, have
any outstanding financial obligations arising from regulated activities, which have been carried out in the past (whether or not in the UK or overseas)? YES NO
5.02.8 Has the candidate ever been adjudged by a court or tribunal (whether
criminal, civil or administrative) for any fraud, misfeasance, negligence, wrongful trading or other misconduct? Or been found by a judge or tribunal to have lied on oath and/or that their evidence was to be disbelieved? YES NO
5.02.9 Is the candidate currently:
a Party to any civil proceedings (including those covered in 5.02.7 above)? YES NO b Aware of anybody’s intention to begin civil proceedings against the candidate? (You should include any ongoing disputes whether or not such dispute is likely to result in any order against the candidate.) YES NO
5.02.10 During the period over which the candidate has held a position of
influence and/or in the 10 years after this, has any firm at which the candidate holds or has held a position of influence ever been:
a Adjudged by a court civilly liable for any fraud, misfeasance, wrongful trading or other misconduct? YES NO b The subject of a judgment debt or award against the firm? (You should include all CCJs made against the firm, whether satisfied or not.) YES NO c Party to any other civil proceedings which resulted in an order against the firm other than in relation to matters covered in 5.02.10a and 5.02.10b above? YES NO  I have supplied further information related to this page in Section 6† YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications
5.02.11 Is any firm at which the candidate currently holds or has held, within
the last 12 months from the date of the submission of this form, a position of influence currently:
a a party to civil proceedings? YES NO b aware of anyone’s intention to begin civil proceedings against them? YES NO
5.02.12 Has any company, partnership or unincorporated association of
which the candidate is or has been a controller, director, senior manager, partner or company secretary, in the United Kingdom or elsewhere, at any time during their involvement, or within one year of such an involvement, been put into liquidation, wound up, ceased trading, had a receiver or administrator appointed or entered into any voluntary arrangement with its creditors? YES NO
5.03 Business and Employment Matters
5.03.1 Has the candidate ever been:
a Disqualified from acting as a director or similar position (one where the candidate acts in a management capacity or conducts the affairs of any company, partnership or unincorporated association)? YES NO b The subject of any proceedings of a disciplinary nature (whether or not the proceedings resulted in any finding against the candidate)? YES NO c The subject of any investigation which has led or might lead to disciplinary proceedings? YES NO d Notified of any potential proceedings of a disciplinary nature against the candidate? YES NO e The subject of an investigation into allegations of misconduct or malpractice in connection with any business activity? (This question covers internal investigation by an authorised firm, as well as investigation by a regulatory body, at any time.) YES NO
5.03.2 Has the candidate ever been refused entry to, or been dismissed,
suspended or requested to resign from, any professional, vocation, office or employment or from any fiduciary office or position of trust whether or not remunerated? YES NO
5.03.3 Does the candidate have any material written complaints made against
the candidate by the candidate’s clients or former clients in the last five years which the candidate has accepted, or which are awaiting determination, or have been upheld – by an ombudsman or complaints scheme? YES NO  I have supplied further information related to this page in Section 6† YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications
5.04 Regulatory Matters
5.04.1 In relation to activities regulated by the FCA or any other regulatory
body (see section 5 guidance notes), has:
 The candidate, or
 Any company, partnership or unincorporated associate of which the candidate is or has been a controller, director, senior manager, partner or company secretary, during the candidate’s association with the entity and for a period of three years after the candidate ceased to be associated with it, ever – a Been refused, had revoked, restricted, been suspended from or terminated, any licence, authorisations, registration, notification, membership or any other permission granted by any such body? YES NO b Been criticised, censured, disciplined, suspended, expelled, fined or been the subject of any other disciplinary or interventional action by any such body? YES NO c Received a warning (whether public or private) that such disciplinary or interventional action may be taken against the candidate or the firm? YES NO d Been the subject of an investigation by any regulatory body, whether or not such an investigation resulted in a finding against the candidate or the firm? YES NO e Been required or requested to produce documents or any other information to any regulatory body in connection with such an investigation (whether against the firm or otherwise)? YES NO f Been investigated or been involved in an investigation by an inspector appointed under companies or any other legislation, or required to produce documents to the Secretary of State, or any other authority, under any such legislation? YES NO g Ceased operating or resigned whilst under investigation by any such body or been required to cease operating or resign by any regulatory body? YES NO h Decided, after making an application for any licence, authorisation, registration, notification, membership or any permission granted by any such body, not to proceed with it? YES NO i Been the subject of any civil action related to any regulated activity which has resulted in a finding by a court? YES NO j Provided payment services or distributed or redeemed e-money on behalf of a regulated firm or itself under any contractual agreement where that agreement was terminated by the regulated firm? YES NO k Been convicted of any criminal offence, censured, disciplined or publicly criticised by any inquiry, by the Takeover Panel or any governmental or statutory authority or any other regulatory body (other than as indicated in this group of questions). YES NO  I have supplied further information related to this page in Section 6† YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications
5.04.2 In relation to activities regulated by the FCA or any other regulatory
body, has the candidate or any firm at which the candidate holds or has held a position of influence at any time during and within one year of the candidate’s association with the firm ever:
a Been found to have carried on activities for which authorisation or registration by the FCA or any other regulatory body is required without the requisite authorisations? YES NO b Been investigated for the possible carrying on of activities requiring authorisation or registration by the FCA or any other regulatory body without the requisite authorisation whether or not such investigation resulted in a finding against the candidate? YES NO c Been found to have performed a controlled function (or an equivalent function requiring approval by the FCA/PRA or any other regulatory body) without the requisite approval? YES NO d Been investigated for the possible performance of a controlled function (or an equivalent function requiring approval by the FCA or any other regulatory body) without the requisite approval, whether or not such investigation resulted in a finding against the candidate? YES NO e Been found to have failed to comply with an obligation under the Electronic Money Regulations 2011 or Payment Services Regulations 2009 to notify the FCA of the identity of a person acting in a position of influence over its electronic money or payment services business? YES NO f Been the subject of a prohibition order under section 56 FSMA, or received a warning notice proposing that such a direction or order be made, or received a private warning? YES NO
5.05 Other Matters
5.05.1 Is the candidate, in the role to which the application relates, aware of
any business interests, employment obligations, or any other circumstance which may conflict with the performance of the controlled functions for which approval is now being sought? Please include details of any financial or non-financial interests or relationships of the candidate and their close relatives to members of the management body and key function holders in the same institution, the parent institution and subsidiaries and shareholders? For the purposes of this question “management body” has the meaning in Directive 2014/65/EU. YES NO
5.05.2 Is the candidate or the firm aware of any other information relevant to
this notification that we might reasonably expect from the candidate? YES NO Has the firm undertaken a criminal records check in accordance with the requirements of the FCA? Please note that a firm is required to request the fullest information that it is lawfully able to obtain about the candidate under Part V of the Police Act 1997 (Certificates of Criminal records, etc) and related subordinated legislation of the UK or any part of the UK before making the application. (SUP 10C.10.16R) If yes, please enter date the check was undertaken Date (dd/mm/yyyy):
Note: if date is more than 3 months prior to current date or 3 months prior to date of application submission or the check has not been undertaken, please provide details why in section 6 YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications
5.05.4 Has / Have a reference or references been obtained from current or
previous employer(s) in accordance with the requirements of the FCA? If no, please provide details why the reference or references has/have not been obtained. Please note that a firm is required to use reasonable steps to obtain an appropriate reference from any current or previous employer of the candidate during the last 6 years (see SYSC 22) “Employer” has an extended meaning for these purposes. YES NO  I have supplied further information related to this page in Section 6† YES NO

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications Supplementary information Section 6 6.00 6.01 Please provide full details of:
f) why the candidate is competent and capable to carry out the controlled function(s) applied for; g) why the appointment complements the firm's business strategy, activity and market in which it operates; h) how the appointment was agreed including details of any discussions at governing body level (where applicable); i) a list of all directorships currently or previously held by the candidate in the past 10 years (where director has the meaning given in the Glossary); and j) the minimum time that will be devoted to the performance of the candidate’s functions within the firm (please provide an indication of the time spent per month and per annum); k) the human and financial resources devoted to the induction and training of the candidate (please provide an indication of the time spent per annum); l) details of any previous assessments of the candidate’s fitness and propriety as a controller or director which have been undertaken by any other regulatory body (if known) (please include the date of the assessment, the name of the regulatory body and details of the outcome); If there is any additional information indicated in previous sections or any other information the candidate or the firm considers being relevant to this application it must be included here. (Please also provide full details of any issues that could affect the Fitness and Propriety of the individual that arose when leaving an employer listed in
section 4 or if any question has been answered ‘yes’ in section 5)
m)
Question Information
6.03 Firms must also provide the following supporting documents required with this form (please tick)
Statement of Responsibilities
Candidate’s Curriculum Vitae (C.V)
The candidate’s C.V. should include the names of all organisations where the candidate has worked during the past ten years, details of the nature and duration of the functions performed at those organisations and details of any activities at those organisations which are related to the role for which is approval is being sought. The C.V. should also include details of all delegated powers and internal decision-making powers and details of the areas of operations for which the candidate was responsible whilst working at the organisations above. The information above does not need to be included in the C.V. if it has been provided in
Section 4 of this form.
References in relation to the candidate’s reputation and experience (including contact details of the referees).

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications Role(s) description Organisational chart A description or copy of the candidate’s Skills Gap Analysis. A description or copy of the candidate’s Induction programme A description or copy of the candidate's Learning and Development plan (including the name of the individual responsible for monitoring the candidate's progress against the development points and the time frame for completion) A description or documentation setting out how the competency was assessed (demonstrating competence and suitability mapped to the specific role and responsibilities of the role). 6.04 In addition, enhanced scope SMCR firms must also provide:- A copy of the firm’s management responsibilities map (SYSC 25.1 SYSC 4.6 and SUP 10C.9.10G) A summary of any handover material (as referred to in SYSC 25.9.4R to SYSC 25.9.8G and SUP 10C.10.13G

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications Declarations and signatures Section 7 Declaration of Candidate Knowingly or recklessly giving the FCA information which is false or misleading in a material particular may be a criminal offence (section 398 of the Financial Services and Markets Act 2000). It should not be assumed that information is known to the FCA merely because it is in the public domain or has previously been disclosed to the FCA or another regulatory body. For the purposes of complying with the Data Protection Act, the personal information provided in this Form will be used by the FCA to discharge its statutory functions under the Financial Services and Markets Act 2000 and other relevant legislation, and will not be disclosed for any other purpose without the permission of the applicant. With reference to the above, the FCA may seek to verify the information given in this Form including answers pertaining to fitness and propriety. This may include a credit reference check. In signing the form below:
a) I authorise the FCA to make such enquiries and seek such further information as it thinks appropriate in the course of verifying the information given in this Form. Individual candidates may be required to apply to the Disclosure and Barring Service for a search to be made as to whether any criminal records are held in relation to them and to disclose the result of that search to us. I also understand that the results of these checks may be disclosed to the firm submitting this application. b) I confirm that the information in this Form is accurate and complete to the best of my knowledge and belief and that I have read the notes to this Form. c) I confirm that I understand the regulatory responsibilities of my proposed role as set out in the Code of Conduct for staff sourcebook (COCON) (https://www.handbook.fca.org.uk/handbook/COCON/1/?view=chapter) Tick here to confirm you have read and understood this declaration:
7.01 Candidate's full name†
7.02 Signature*
Date †

† The above question(s) should be completed whether submission of this form is online or in one of the other ways set out in SUP 15.7 Long Form A — UK and Overseas — Application to perform senior management functions— MiFID applications Declaration of Firm Knowingly or recklessly giving the FCA information which is false or misleading in a material particular may be a criminal offence (sections 398 and 400 of the Financial Services and Markets Act 2000). SUP 15.6.1R and SUP 15.6.4R require an authorised person to take reasonable steps to ensure the accuracy and completeness of information given to the FCA and to notify the FCA immediately if materially inaccurate information has been provided. COCON 4.2.27G provides that, where an approved person is responsible for reporting matters to the FCA, failure to inform the FCA of materially significant information of which he is aware is a breach of Senior Conduct Rule 4. Contravention of these requirements may lead to disciplinary sanctions or other enforcement action by the FCA. It should not be assumed that information is known to the FCA merely because it is in the public domain or has previously been disclosed to the FCA or another regulatory body. In making this application the firm believes on the basis of due and diligent enquiry that the candidate is a fit and proper person to perform the controlled function(s) listed in section 3. The firm also believes, on the basis of due and diligent enquiry, that the candidate is competent to fulfil the duties required in the performance of such function(s). In signing this form on behalf of the firm:
a) I confirm that the information in this Form is accurate and complete to the best of my knowledge and belief and that I have read the notes to this Form. b) I confirm that I have authority to make this application, and sign this Form, on behalf of each firm identified in section 3.05. I also confirm that a copy of this Form, as submitting to the FCA, will be sent to each of those firms at the same time as submitting the Form to the FCA. c) I confirm the candidate has been made aware of the regulatory responsibilities of the proposed role as set out in the Code of Conduct for Staff Sourcebook (COCON) (https://www.handbook.fca.org.uk/handbook/COCON/1/?view=chapter)
7.03 Name of the firm submitting the application†
7.04 Name of person signing on behalf of the
firm †
7.05 Job title †
7.06 Signature*
Date †

Application number
(for FCA/PRA use only)
The FCA has produced notes which will assist both the applicant firm and the candidate in answering the questions in this form. Please read these notes, which are available on the FCA website at:
https://www.handbook.fca.org.uk/handbook/SUP/10A/Annex4.html Both the applicant firm and the candidate will be treated by the FCA and PRA as having taken these notes into consideration when completing this form. Terms defined in either or both of the FCA Handbook or the PRA Rulebook are italicised and should be construed accordingly. Short Form A – Dual-regulated firms (including EEA and third country firms) Application to perform controlled functions including senior management functions FCA Handbook Reference: SUP 10C Annex 3D PRA Rulebook Reference: Senior Managers Regime - Applications and Notifications6

[Commencement Date]
Name of candidate
(to be completed by applicant firm)
Name of applicant firm
(as entered in 2.01)
Firm reference number
(as entered in 2.02)
Financial Conduct Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
United Kingdom
Telephone +44 (0) 300 500 0597
E-mail firm.queries@fca.org.uk
Website http://www.fca.org.uk
Registered as a Limited Company in England and Wales No
1920623. Registered Office as above
Prudential Regulation Authority
20 Moorgate
London
EC2R 6DA
United Kingdom
Telephone +44 (0) 203 461 7000
E-mail PRAApprovedPersons@bankofengland.co.uk Website www.bankofengland.co.uk/PRA

The relevant section of the PRA Rulebook should be referred to depending on which firm is applying. For example: CRR firms: Senior Managers Regime - Applications and Notifications; Non – CRR firms: Senior Managers Regime - Applications and Notifications; Solvency II firms: Insurance - Senior Managers Regime – Applications and Notifications; Large Non-Solvency II firms: Insurance - Senior Managers Regime – Applications and Notifications; Non-Solvency II firms: Insurance - Senior Managers Regime – Applications and Notifications

1.11 Place of birth
1.12 Phone number
1.13 Email address
 I have supplied further information related to this page in Section 6 YES NO

1.14 a Private address
b
Postcode

c
Dates resident at this address
(mm/yyyy) From To PRESEN
T
(If address has changed in the last three years, please provide addresses for the previous three years.)
1.15 a Previous address 1
b
Postcode

c
Dates resident at this address
(mm/yyyy) From To
1.16 a Previous address 2
b
Postcode

c
Dates resident at this address
(mm/yyyy) From To
 I have supplied further information related to this page in Section 6 YES NO

Firm identification details Section 2
2.01 Name of firm making the application
2.02 Firm Reference Number (FRN)
2.03 a Who should the FCA/PRA contact at the firm in
relation to this application?

b Position c Phone number d E-mail
Please note that the contact at the firm cannot be the same person as the candidate  I have supplied further information related to this page in Section 6 YES NO

Arrangement and Senior Management Functions Section 3A Complete this section if the application is for a senior management function. If you are submitting an application for a controlled function at an appointed representative then please complete section 3B. 3A.01 Nature of the arrangement between the candidate and the applicant firm. a Employee b Group employee Name of group c Contract for services d Partner e Other Give details Proposed date of appointment Length of appointment (if applicable) 3A.02 For applications from a single firm, please tick the boxes that correspond to the senior management functions to be performed. If the senior management functions are to be performed for more than one firm, please leave blank and go to question 3A.04 The table below sets out the full list of senior management functions (SMFs). Please refer to the PRA Rulebook and FCA Handbook for the mandatory SMFs for your firm. Function Description of a Senior Management Function UK banks* UK branches of EEA banks and insurers UK branches of nonEEA banks Credit unions Solvency II firms & large NDFs Small NDFs ISPVs Small firms in run off UK branches of nonEEA insurers SMF 1 Chief Executive SMF 2 Chief Finance SMF 3 Executive Director SMF 4 Chief Risk SMF 5 Head of Internal Audit SMF 6 Head of Key Business Area

Function Description of a Senior
Management
Function
UK banks*
UK branches of EEA banks and insurers
UK branches of nonEEA banks
Credit unions
Solvency II firms & large
NDFs
Small
NDFs
ISPVs Small firms in run off
UK branches of nonEEA insurers
SMF 7 Group Entity
Senior
Manager
SMF 8 Credit Union
Senior
Manager
SMF 9 Chair of the
Governing
Body
SMF10 Chair of the
Risk
Committee
SMF11 Chair of the
Audit
Committee
SMF12 Chair of the
Remuneration
Committee
SMF13 Chair of the
Nomination
Committee
SMF14 Senior
Independent
Director
SMF15 Chair of With
Profits
Committee
SMF16 Compliance
Oversight
SMF17 Money
Laundering
Reporting
Officer
(MLRO)
SMF18 Other Overall
Responsibilit y
SMF19 Head of Third
Country
Branch/ Head of Overseas
SMF20 Chief Actuary
SMF20a With-Profits
Actuary
SMF21 EEA Branch
Senior
Manager
(EBSM)
SMF22 Other Local
Responsibilit y

Function Description of a Senior
Management
Function
UK banks*
UK branches of EEA banks and insurers
UK branches of nonEEA banks
Credit unions
Solvency II firms & large
NDFs
Small
NDFs
ISPVs Small firms in run off
UK branches of nonEEA insurers
SMF23 Chief
Underwriting
Officer
SMF23a Underwriting
Risk
Oversight
(Lloyd’s)
SMF23b Conduct Risk
Oversight
(Lloyd’s)
SMF24 Chief
Operations
SMF25 Small Insurer
Senior
Management
Function
SMF26 Head of
Small RunOff Firm
SMF27 Partner
*’UK Banks’ refers to UK banks, building societies and PRA designated investment firms 3A.03 Job title Insurance distribution Will the candidate be responsible for Insurance distribution at the firm? YES NO (Note: Yes can only be selected if the candidate is applying for a governing function (other than a non-executive director function)) Will the candidate be responsible for Mortgage Credit Directive Intermediation at the firm? YES NO  I have supplied further information related to this page in Section 6 YES NO

3A.04 Complete this section only if the application is on behalf of more than one firm. List all firms within the group (including the firm entered in 2.01) for which the candidate requires approval and the requested senior management function for that firm. † Firm Reference Number Name of firm Senior Management Function Job title Responsible for insurance distribution? Responsible for mortgage credit intermediation? Effective date a

 I have supplied further information related to this page in Section 6 YES NO

Arrangements and controlled functions – Appointed Representatives Section 3B Complete this section if the application is for a controlled function at an appointed representative (AR). If you are submitting an application for a senior management function then please complete section 3A. 3B.01 Nature of the arrangement between the candidate and the applicant. a Appointed representative/tied agent – customer function AR firm name and reference number b Appointed representative/tied agent – governing function AR firm name and reference number c Other Give details 3B.02 For applications from a single firm, please tick the boxes that correspond to the controlled functions to be performed. If the controlled functions are to be performed for more than one firm, please go to question 3B.05. A Significant influence functions CF 1 Director function CF 3 Chief executive function CF 4 Partner function CF 5 Director of an unincorporated association function B Customer function CF 30 Customer function 3B.03 Effective date of controlled functions indicated above 3B.04 Job title Please refer to notes on the requirements for submitting a CV.  I have supplied further information related to this page in Section 6† YES NO

Employment History Section 4
If there has been a change to the detail in this section since your last approval, you must submit a Long Form A as opposed to a Short Form A informing the FCA and/or PRA of the revised detail.

Fitness and Propriety Section 5
If there has been a change to the detail in this section since your last approval, you must submit a Long Form A as opposed to a Short Form A informing the FCA and/or PRA of the revised detail.  I have supplied further information related to this page in Section 6 YES NO

The relevant section of the PRA Rulebook should be referred to depending on which firm is applying. The relevant section of the PRA Rulebook should be referred to depending on which firm is applying.
5.1 Has the firm undertaken a criminal records check in accordance with
the requirements of the FCA or PRA?
Please note that a firm is required, under PRA rules, to request and, under FCA rules, to obtain the fullest information that it is lawfully able to obtain about the candidate under Part V of the Police Act 1997 (Certificates of Criminal records, etc.) and related subordinated legislation of the UK or any part of the UK before making the application. (SUP 10C.10.16R and PRA Rulebook: Fitness and Propriety).7 If yes, please enter date the check was undertaken. YES NO Date (dd/mm/yyyy):
Note: if date is more than 3 months prior to current date or 3 months prior to date of application submission or the check has not been undertaken, please provide details in section 6.
5.2 Has / Have a reference or references been obtained from current or
previous employer(s) in accordance with the requirements of the FCA or PRA. If no, please provide details why the reference or references has/have not been obtained. Please note that a firm is required to use reasonable steps to obtain an appropriate reference from any current or previous employer of the candidate during the last 6 years (see SYSC 22 and Fitness and Propriety in the PRA Rulebook8 . “Employer” has an extended meaning for these purposes. YES NO

Supplementary Information Section 6
6.01
6.02
Please provide full details of:
a) why the candidate is competent and capable to carry out the controlled function(s) applied for; b) why the appointment complements the firm's business strategy, activity and market in which it operates; c) how the appointment was agreed including details of any discussions at governing body level (where applicable); d) a list of all directorships currently or previously held by the candidate in the past 10 years (where director has the meaning given in the Glossary); and e) if the candidate currently holds more than one directorship, please provide a breakdown on the candidate’s time commitment to each directorship. If there is any additional information indicated in previous sections or any other information the candidate or the firm considers being relevant to this application it must be included here. (Please also provide full details of any issues that could affect the Fitness and Propriety of the individual that arose when leaving an employer or if any question has been answered ‘yes’ in section 5) Question Information Note: If there is insufficient space, please continue on a separate sheet of paper and clearly identify the section and question to which the additional information relates.
6.03 Firms must also provide the following supporting documents required with this form (please tick)
It is for firms to asses which supporting documents they should submit but, in the majority of cases, it is expected that firms will submit all of the listed supporting documents. Statement of Responsibilities Candidate’s Curriculum Vitae (C.V) Role(s) description A copy of the firm’s management responsibilities map (SYSC 25.1 and Allocation of Responsibilities in the PRA Rulebook9 ) This requirement does not apply to all firms. A summary of any handover material (as referred to in SYSC 25.9.4R to SYSC 25.9.8G and SUP 10C.10.13G and Senior Management Functions10 in the PRA Rulebook) This requirement does not apply to all firms

The relevant section of the PRA Rulebook should be referred to depending on which firm is applying 10 The relevant section of the PRA Rulebook should be referred to depending on which firm is applying

Declarations and signatures Section 7
Declaration of Candidate
It is a criminal offence, knowingly or recklessly, to give the FCA and/or PRA information that is materially false, misleading or deceptive (see sections 398 and 400 Financial Services and Markets Act 2000). Even if you believe or know that information has been provided to the FCA and/or PRA before (whether as part of another application or otherwise) or is in the public domain, you must nonetheless disclose it clearly and fully in this form and as part of this application – you should not assume that the FCA and/or PRA will itself identify such information during the assessment of this application. There will be a delay in processing the application if information is inaccurate or incomplete, and it may call into question the suitability of the candidate and/or lead to the FCA and/or PRA exercising their powers (including but not limited to taking disciplinary/ Enforcement action). You must notify the FCA and/or PRA immediately if there is a change to the information in this form and/or if inaccurate information has been provided (insofar as the FCA and/or PRA are reasonably likely to consider the information material). The candidate confirms that the information provided in this application is accurate and complete to the best of their knowledge and that they have read the notes to this form. The candidate will notify the FCA and/or PRA immediately if there is a material change to the information provided. The candidate confirms that the attached Statement of Responsibilities accurately reflects the aspects of the affairs of the firm which it is intended that the candidate will be responsible for managing. The candidate confirms that they have accepted all the responsibilities set out in this Statement of Responsibilities. The candidate authorises the FCA and/or PRA to make such enquiries and seek such further information as it thinks appropriate to identify and verify information that it considers relevant to the assessment of this application. The candidate acknowledges and agrees that these checks may include credit reference checks or information pertaining to fitness and propriety, and is aware that the results of these enquiries may be disclosed to the employer/Applicant. Where applicable, the candidate agrees that they may be required to apply for a search to be made as to whether any criminal records are held in relation to him or her and to obtain a certificate (where such certificate can be obtained) and to disclose the result of that search to the firm submitting this application. The candidate agrees that the FCA and/or PRA may use the address specified for the candidate in this form as the proper address for service in the United Kingdom (as defined in the Financial Services and Markets Act 2000 (Service of Notices) Regulations (SI 2001/1420)) to serve any notices on the candidate. For the purposes of complying with the Data Protection Act 1998, the personal information provided in this form will be used by the FCA and PRA to
discharge their statutory functions under the Financial Services and Markets Act 2000 and other relevant legislation, and will not be disclosed for any other purpose without the permission of the candidate. The candidate confirms that they understand the regulatory responsibilities of the proposed role as set out in the rules of conduct in the FCA’s COCON and/or the PRA Rulebook: Conduct Rules. The candidate is aware that, while advice may be sought from a third party (e.g. legal advice), responsibility for the accuracy of information, as well as the disclosure of relevant information, on the form is ultimately the responsibility of those who sign the application. In addition to other regulatory responsibilities, firms, and candidates/ approved persons have a responsibility to disclose to the FCA and/or PRA matters of which it would reasonably expect to be notified. Failure to notify the FCA and/or PRA of such information may lead to the FCA and/or PRA taking disciplinary or other action against the Applicant and/or the candidate. Tick here to confirm you have read and understood this declaration:
7.01 Name of candidate
7.02 Signature
Date

Declaration of Firm
It is a criminal offence, knowingly or recklessly, to give the FCA and/or PRA information that is materially false, misleading or deceptive (see sections 398 and 400 Financial Services and Markets Act). Even if you believe or know that information has been provided to the FCA and/or PRA before (whether as part of another application or otherwise) or is in the public domain, you must nonetheless disclose it clearly and fully in this form and as part of this application – you should not assume that the FCA and/or PRA will itself identify such information during the assessment of this application. If there is any doubt about the relevance of information, it should be included. There will be a delay in processing the application if information is inaccurate or incomplete, and it may call into question the suitability of the candidate and/or lead to the FCA and/or PRA exercising their powers under FSMA (including but not limited to taking disciplinary/ Enforcement action). You must notify the FCA and/or PRA immediately if there is a change to the information in this form and/or if inaccurate information has been provided (insofar as the FCA and/or PRA are reasonably likely to consider the information material). In addition to other regulatory responsibilities, firms, and candidates/ approved persons have a responsibility to disclose to the FCA and/or PRA, matters of which it would reasonably expect to be notified. Failure to notify the FCA and/or PRA of such information may lead to the FCA and/or PRA taking disciplinary or other action against the Applicant and/or the candidate. The Applicant confirms that the information provided in this application is accurate and complete to the best of its knowledge and that it has read the notes to this form. The Applicant will notify the FCA and/or PRA immediately if there is a material change to the information provided. The Applicant authorises the FCA and/or PRA to make such enquiries and seek such further information as it thinks appropriate to identify and verify information that it considers relevant to the assessment of this application. Where applicable, the Applicant confirms that it has requested the fullest information that it is lawfully able to obtain about the candidate under Part V of the Police Act 1997 and any related subordinate legislation of the UK or any part of the UK, and (where available) has given due consideration to that information in determining that candidate to be fit and proper. In making this application the Applicant believes on the basis of due and diligent enquiry and, where applicable, by reference to the criteria in FIT in the FCA handbook and/or the Fitness and Propriety sections in the PRA Rulebook that the candidate is a fit and proper person to perform the controlled function(s) listed in section 3. The Applicant also believes, on the basis of due and diligent enquiry, that the candidate is competent to fulfil the duties required in the performance of such function(s).
Note: For EEA firms, this would only apply to those firms undertaking any non MiFID business. The Applicant confirms that it has complied with its obligations under equality and diversity legislation when selecting the candidate to perform the function(s) applied for. The Applicant confirms that it has made the candidate aware of their regulatory responsibilities as set out in the rules of conduct in the FCA’s COCON and/or the PRA Rulebook: Conduct Rules.

Form B – Notice to withdraw an application to perform controlled functions (including senior management functions Version X [Commencement date] Application number (for FCA/PRA use only) The FCA has produced notes which will assist both the applicant firm and the candidate in answering the questions in this form. Please read these notes, which are available on the FCA website at https://www.handbook.fca.org.uk/handbook/SUP/10A/Annex5.html Both the applicant firm and the candidate will be treated by the FCA and PRA as having taken these notes into consideration when completing this form. Terms defined in either or both of the FCA Handbook or the PRA Rulebook are italicised and should be construed accordingly. Form B Notice to withdraw an application to perform controlled functions (including senior management functions) This form is also to be used for notice to withdraw an application to add, vary or remove a conditional approval FCA Handbook Reference: SUP 10C Annex 4R PRA Rulebook Reference: Senior Managers Regime - Applications and Notifications11 [Commencement Date] Name of candidate / approved person (as applicable) (to be completed by applicant firm)

Name of applicant firm
(as entered in 2.01)
Financial Conduct Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
United Kingdom
Telephone +44 (0) 300 500 0597
E-mail firm.queries@fca.org.uk
Website http://www.fca.org.uk
Registered as a Limited Company in England and Wales No 1920623. Registered Office as above Prudential Regulation Authority 20 Moorgate London EC2R 6DA United Kingdom Telephone +44 (0) 203 461 7000 Email PRA-ApprovedPersons@bankofengland.co.uk Website www.bankofengland.co.uk/PRA

11 The relevant section of the PRA Rulebook should be referred to depending on which firm is applying. For example: CRR firms: Senior Managers Regime - Applications and Notifications; Non – CRR firms: Senior Managers Regime - Applications and Notifications; Solvency II firms: Insurance

Senior Managers Regime – Applications and Notifications; Large Non-Solvency II firms: Insurance - Senior Managers Regime – Applications and
Notifications; Non-Solvency II firms: Insurance - Senior Managers Regime – Applications and Notifications

Form B – Notice to withdraw an application to perform controlled functions (including senior management functions Version X [Commencement date] Personal identification details Section 1
1.01 Candidate/Approved Person Individual
Reference Number (IRN)
1.02 Title
(e.g. Mr, Mrs, Ms)
1.03 Surname

1.04 ALL forenames
1.05 Date of birth
1.06 National Insurance number
1.07 Candidate/Approved Person’s private
address

1.08 Phone number
1.09 Email address
 I have supplied further information related to this page in Section 4 YES NO

Form B – Notice to withdraw an application to perform controlled functions (including senior management functions Version X [Commencement date] Firm identification details Section 2
2.01 Name of applicant firm
2.02 Firm Reference Number (FRN)
2.03 a Who should the FCA/PRA contact at the
applicant firm in relation to this notice?

b Position c Phone number d E-mail
Please note that the contact at the applicant firm cannot be the same person as the candidate
2.04 Firms included on application form (including applicant firm)
FRN Name of firm
Controlled function or Senior
Management Function a b c d e
If this is notice to withdraw an application to perform controlled functions (including senior management functions), please complete sections 3, 5, and 6. If this is notice to withdraw an application to vary a conditional approval for the performance of a senior management function, please complete sections 4, 5 and 6.

Form B – Notice to withdraw an application to perform controlled functions (including senior management functions Version X [Commencement date] Reason for Withdrawal Section 3
3.01 Indicate the reason for withdrawal of
application to perform controlled functions including senior management functions a Internal movement of staff b Dismissal/Termination of employment or contract c Resignation d Redundancy e Withdrawal of offer of employment f End of contract g Suspension h Other GIVE DETAILS IN SECTION 5  I have supplied further information related to this page in Section 5 YES NO

Form B – Notice to withdraw an application to perform controlled functions (including senior management functions Version X [Commencement date] Reason for Withdrawal Section 4
4.01 Only complete this section if this is notice to withdraw an application to vary a
conditional approval for the performance of a senior management function. Indicate the reason(s) for withdrawal of an application to vary a conditional approval for the performance of a senior management function (including reference number of prior application).

 I have supplied further information related to this page in Section 5 YES NO

Form B – Notice to withdraw an application to perform controlled functions (including senior management functions Version X [Commencement date] Supplementary Information Section 5
5.01 Include here any issues that arose in relation to this withdrawal, such as resignation or termination of
contract. Indicate clearly to which question supplementary information relates. Question Information

5.02 How many additional sheets are being submitted?

Form B – Notice to withdraw an application to perform controlled functions (including senior management functions Version X [Commencement date] Declarations Section 6 DECLARATION OF CANDIDATE/APPROVED PERSON Knowingly or recklessly giving the FCA and/or PRA information which is false or misleading in a material particular may be a criminal offence (section 398 of the Financial Services and Markets Act 2000 – ‘FSMA’). It should not be assumed that information is known to the FCA and/or PRA merely because it is in the public domain or has previously been disclosed to the FCA and/or PRA or another regulatory body. If there is any doubt about the relevance of information, it should be included. Data Protection For the purposes of complying with the Data Protection Act 1998, the personal information in this form will be used by the FCA and/or PRA to discharge its statutory functions under FSMA and other relevant legislation, and it will not be disclosed for any other purposes without the permission of the candidate I confirm that the information in this form is accurate and complete to the best of my knowledge and belief and that I have read the notes to this form.
6.01 Candidate/approved person’s full name
6.02 Signature
Date
DECLARATION BY APPOINTED REPRESENTATIVE OR OTHER FIRM (if applicable) We concur that the application to perform controlled functions (including senior management function) made in respect of the above candidate should be withdrawn with immediate effect.
6.03 Name of appointed representative
or other firm

6.04 Name of person signing
on behalf of the appointed representative or other firm

6.05 Job title
6.06 Signature
Date

Form B – Notice to withdraw an application to perform controlled functions (including senior management functions Version X [Commencement date] DECLARATION BY APPLICANT FIRM Knowingly or recklessly giving the FCA and/or PRA information which is false or misleading in a material particular may be a criminal offence (sections 398 and 400 of FSMA). SUP 15.6.1R and SUP 15.6.4R (FCA) and Notifications in the PRA Rulebook (PRA) 12 require an authorised person to take reasonable steps to ensure the accuracy and completeness of information given to the FCA and/or PRA and to notify the FCA and/or PRA immediately if materially inaccurate information has been provided. In addition to other regulatory responsibilities, firms and approved persons have a responsibility to disclose to the appropriate regulator matters of which it would reasonably expect to be notified. Failure to notify the appropriate regulator of such information may lead to the FCA and/or PRA taking disciplinary or other action against the firm and/or individuals. It should not be assumed that information is known to the FCA and/or PRA merely because it is in the public domain or has previously been disclosed to the FCA and/or PRA or another regulatory body. If there is any doubt about the relevance of information, it should be included. I confirm that the information in this form is accurate and complete to the best of my knowledge and belief and that I have read the notes to this form.
6.07 Name of applicant firm
6.08 Name of person signing
on behalf of the applicant firm

6.09 Job title
6.10 Signature
Date

12 The relevant section of the PRA Rulebook should be referred to depending on which firm is applying.

CP17/40: Individual accountability: Transitioning FCA firms and individuals to the Senior Managers & Certification Regime

Lineage: In force

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