PS25/5: Our Enforcement Guide and greater transparency of our enforcement investigations

Policy Statement PS25/5 Our Enforcement Guide and greater transparency of our enforcement investigations June 2025

This relates to Consultation Paper 24/2 which is available on our website at www.fca.org.uk/publications Email: cp24-2@fca.org.uk All our publications are available to download from www.fca.org.uk. Request an alternative format Please complete this form if you require this content in an alternative format. Or call 0207 066 1000 Sign up for our news and publications alerts See all our latest press releases, consultations and speeches.

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Contents Chapter 1 Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 4 Chapter 2 Greater transparency of our enforcement investigations . . . . . . . Page 10 Chapter 3 Our proposals for a revised Enforcement Guide. . . . . . . . . . . . . Page 23 Annex 1 Lists of respondents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 35 Annex 2 Revised enforcement investigation publicity policy . . . . . . . . . . . . Page 38 Annex 3 Enforcement Guide mapping table . . . . . . . . . . . . . . . . . . . . . . . Page 40 Annex 4 Abbreviations used in this paper. . . . . . . . . . . . . . . . . . . . . . . . . Page 48 Appendix 1 Made guidance (legal instruments)

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Chapter 1 Summary 1.1 This policy statement (PS) sets out our responses to feedback on our proposals to revise our Enforcement Guide, including proposals for greater transparency about our enforcement investigations. The revised version is in Appendix 1 to this PS. To help with the online use of our Handbook, and to clearly distinguish the archived previous version, our new and revised Enforcement Guide will be abbreviated to ENFG. For ease of reading in this PS, we use the abbreviation ENFG to refer to both the revised and previous versions. 1.2 We first published our ENFG in 2007 and it has since grown significantly. We have added to it when we get new powers and to provide further detail on our enforcement policies, approaches and practices. 1.3 It had become unhelpfully inaccessible and, in part, outdated. We publicly consulted on streamlining, focusing, and updating it in our consultation paper (CP) CP24/2, the first part of which was published in February 2024. Those proposals reflected our commitment to streamline our Handbook. 1.4 The first part of our CP included proposals for a new investigation publicity policy to provide a measured increase in investigation transparency under a public interest test. Proposing an increase in transparency reflected a recommendation by the Public Accounts Committee. 1.5 Following feedback and other stakeholder engagement, we revised the proposals and published the second part of our CP in November 2024. 1.6 Our revisions were widely welcomed but industry and trade bodies continued to have concerns about proposals to name regulated firms under investigation where a public interest test was met. Having carefully considered those concerns, and given the lack of broad consensus, we have decided to further limit the policy changes. Our approach was recorded in our March 2025 letter to the Treasury Select Committee. 1.7 In the final version of the revised ENFG, we have kept the exceptional circumstances test in our existing investigation publicity policy for regulated firms. We have also now provided for three instances where that test will no longer apply. Feedback shows broad support for increased transparency in these three areas. The changes will enable us, in limited circumstances, to: • Announce and name the subjects of our investigations into suspected unauthorised activity or criminal offences related to unregulated activity. • Reactively confirm that we are investigating in specific circumstances. • Share information on an anonymised basis. 1.8 We have implemented most of the other changes to the ENFG on which we consulted in the first part of our CP and made some additional changes described below in light of feedback.

5 Who this affects 1.9 This PS and our revised ENFG may be of interest to: • Firms that fall within our regulatory oversight, whether authorised by or registered with us, carrying out designated activities or relevant securities issuers. • Firms conducting activities for which they should be authorised or registered but are not. • Individuals working in either type of firm. • Consumer and investor groups and individual consumers and investors. • Industry groups, trade bodies, advisers, experts and commentators. • Other regulatory bodies. The wider context of this PS Our revised enforcement approach 1.10 The UK has a globally competitive financial services sector which plays an important part in supporting economic growth. High standards of market integrity, underpinned by effective regulation and enforcement, are critical to that effort. Visibly holding wrongdoers to account gives confidence to consumers, businesses and investors that the UK is a place that upholds those high standards. Our enforcement work directly reduces the damage that fraud and financial crime cause to UK markets’ international reputation, growth and competitiveness. 1.11 Effective enforcement also reinforces the UK’s reputation as a trusted, clean and stable place to do business. That trust is underlined when we investigate thoroughly and promptly, so any wrongdoing can be quickly addressed. 1.12 We recognised that our average investigation times were too long. We have focused our portfolio of enforcement cases in line with our strategic priorities and significantly accelerated our investigations. As a smarter regulator, we will support growth, help consumers and fight crime. With sharpened focus, we will have more impact. We have also raised the bar for opening an investigation and have strengthened our pre￾investigation assessment processes. This is resulting in fewer and faster investigations, while also making full use of our supervisory intervention powers that don’t involve enforcement investigations. Our consultation 1.13 The ENFG is a publicly-available resource, of particular interest to the subjects of our enforcement investigations and their advisers. Some of the material in the ENFG would sit better in our Handbook or be more accessible on our website or is now out of date.

6 1.14 As part of our plans to update the ENFG, we proposed changes to our investigation publicity policy. Our proposals for a measured increase in transparency were part of our wider renewed enforcement approach with greater focus and pace. 1.15 We consulted in February and November 2024, with the aim of: • Addressing the concerns we had about the ENFG’s length, focus and accessibility. • Introducing a new investigation publicity policy, in which the exceptional circumstances test would be replaced with a public interest framework. What we are changing 1.16 Chapter 4 of our revised ENFG contains our amended investigation publicity policy. In light of feedback, we have decided not to proceed with our proposal to introduce a public interest framework. We will instead keep our existing exceptional circumstances policy as the principal test to decide if we should publicise an investigation into a regulated firm. 1.17 However, our policy now provides for 3 additional circumstances where we may also make announcements. These reflect areas where there was broad support for more transparency and much less concern. 1.18 The first will allow us to name a subject we are investigating for: • suspected unauthorised financial services, including communicating a financial promotion without appropriate approval; or • a suspected offence linked to unregulated activity if we consider an announcement is desirable to warn or alert consumers or investors, or to help the investigation itself, for example by bringing forward witnesses. 1.19 The second will allow us to publicly confirm that we are investigating a subject if they, an affiliated company or a regulatory body, government or public body in the UK or a partner jurisdiction has or have already made that fact public. Our announcement may also confirm the nature of the investigation as far as that has already been made public. 1.20 The third will allow us to make public that we are investigating a particular matter on an anonymised basis without naming or identifying the subject of the investigation. We may do this where it would be desirable to educate people generally about the types of conduct we are investigating or to encourage firms to comply with our rules or other requirements. 1.21 We are continuing with the bulk of our proposed changes to streamline the rest of the ENFG. There are some areas where we have decided not to take proposals forward given feedback. We cover these in Chapter 3. In particular, we will continue to consult on all future changes to the ENFG.

7 How the changes link to our objectives 1.22 Our strategic objective is to ensure that the financial markets and the markets for regulated financial services function well. Our operational objectives include securing an appropriate degree of protection for consumers and protecting and enhancing the integrity of the UK financial system. Whenever possible, we fulfil these in a way which advances the competitiveness and growth of the UK economy. 1.23 We consider that our general streamlining and focusing of the ENFG will give all stakeholders a better understanding of our enforcement policies, processes and procedures. Our investigation publicity policy will also benefit consumers and help protect and enhance the integrity of the UK financial system. Outcomes we are seeking and measuring success 1.24 Our streamlined and updated ENFG will be a more user-friendly document. Firms and their advisers who use this information will benefit from shorter and more focused content. Moving some key information to our website will make it more accessible for everyone, including consumers and investors. 1.25 In implementing our revised investigation publicity policy and sharing more information about our enforcement work in specific circumstances, we hope to support public confidence, reassuring consumers and market participants that we are taking action. That in turn will help build trust in the system, supporting the economy and wider financial services industry. More openness, in specific circumstances, about our ongoing enforcement work will also support our accountability to Parliament, where there is often significant interest in our investigations. 1.26 We also want to benefit consumers, particularly where we suspect unauthorised activity. Where firms are unregulated, our tools to prevent and mitigate harm prior to an investigation are significantly reduced. Earlier announcements about these types of investigations will help consumers get more timely information to make decisions and may help to reduce consumer harm. Sharing more information about some of our investigations may also encourage witnesses to come forward, helping the pace and effectiveness of investigations. 1.27 Greater visibility about some of our enforcement work, including on an anonymised basis, should also have an educational benefit. For industry, this could help firms identify areas of concern, drive behavioural changes and encourage firms to make improvements more swiftly. For consumers, education about areas of FCA concern could support better-informed decisions, helping to reduce or avoid harm. 1.28 We will assess the impact of our revised publicity policy by tracking, so far as reasonably possible, the reasons for whistleblower disclosures and witnesses coming forward, and public and industry confidence in our enforcement work via surveys. We will do the same to assess any positive change in firm behaviour reflected, for example, by potentially better and faster remedial measures. We will proactively monitor other relevant data and stakeholder feedback we receive.

8 Summary of feedback and our responses 1.29 We are grateful for the 133 responses to the first part of our consultation, published in February 2024. We also listened to feedback during extensive in-person meetings with stakeholders. We held over 40 meetings and roundtables with industry. We also met with consumer groups, government, law firms, a range of parliamentarians and regulators. We answered questions about our proposals from both the Treasury Committee and the House of Lords Financial Services Regulation Committee. 1.30 Both written and in-person responses showed support for our overall enforcement objectives, and wide recognition of the positive impact that sharing more information about issues we are investigating could bring. Consumer groups, whistle-blower advocates and transparency campaigners favoured greater transparency about our investigations. 1.31 Alongside general recognition of the potential benefits of increased transparency, industry respondents raised a range of objections to the proposals to share more information about investigations. As well as objecting to the potential naming of regulated firms under investigation, there were concerns about how the proposed changes would work in practice. 1.32 Reflecting that feedback, we revised our publicity proposals, making significant changes that included proposing: • considering the impact of an announcement on the investigation subject; and • the potential for an announcement to seriously disrupt public confidence in the financial system or the market as additional explicit factors in the public interest test and additional specific processes to support the operation of the test. 1.33 We received 65 responses to the second part of our consultation, published in November 2024. These came from a variety of stakeholders including firms, industry groups and consumer organisations. We continued to engage with industry and consumer representatives about our proposals. We again held a significant number of meetings with external stakeholders, most of whom were firms and trade associations. 1.34 We also continued to engage with the Treasury Select Committee and House of Lords Financial Services Regulation Committee. The latter published its own report on 6 February 2025. 1.35 In the second part of our consultation, and throughout our external engagement, we provided more details about how our proposals might work. We discussed the types of announcements we envisaged which were: • Proactive named announcements about regulated firms. • Proactive named announcements about unregulated firms. • Anonymised announcements. • Reactive announcements.

9 1.36 We received broad support around proposals for announcing investigations into unregulated firms. We also received broad support for anonymised and reactive announcements. However, despite our revisions, strong opposition remained to proactive announcements of investigations into regulated firms where a public interest test was met. Firms and industry groups felt strongly that our existing exceptional circumstances policy sufficiently enabled us to make announcements. 1.37 The constructive feedback received has significantly contributed to our final policy position. We set out in Chapters 2 and 3 more detail about the feedback and our responses. Equality and diversity considerations 1.38 We have considered the equality and diversity issues that may arise from the changes to the ENFG described in this PS. Overall, we do not consider that those changes materially impact any of the groups with protected characteristics under the Equality Act 2010. Environmental, social and governance considerations 1.39 In developing this PS, we have considered the environmental, social and governance implications of our proposals and our duty under sections 1B(5) and 3B(c) of FSMA to have regard to contributing towards the Secretary of State achieving compliance with the net-zero emissions target under section 1 of the Climate Change Act 2008 and environmental targets under section 5 of the Environment Act 2021. Overall, we do not consider that the proposals are relevant to contributing to those targets. Next steps 1.40 The new ENFG accompanying this PS, including the policy on investigation publicity, will come into force on 3 June 2025.

10 Chapter 2 Greater transparency of our enforcement investigations Introduction 2.1 This chapter summarises the feedback on our proposed changes to our approach to investigation publicity, why we consulted and what we wanted to change. We have summarised the key issues raised in feedback that relate to aspects of the proposals that we have decided to take forward. We set out our responses to that feedback and where we are changing our approach in response to feedback. Our proposals Why we consulted 2.2 Our current investigation publicity policy was first issued after public consultation in 2001. The policy has been almost unchanged since. It has meant that we rarely say anything about our investigations until they have ended and do not ordinarily confirm the existence of an investigation even where the firm itself has made it public. 2.3 We proposed a measured increase in transparency to serve the public interest. This was in line with a 2022 House of Commons Public Accounts Committee recommendation, following its investigation into the British Steel Pension Scheme. 2.4 By proposing to give more information about our investigations, at an appropriate moment in time, we sought to: • Protect consumers – by educating them about worrying conduct, enabling them to act, helping to prevent harm or reduce harm more quickly. • Support public confidence and trust – by reassuring consumers and market participants that we are taking appropriate action. • Drive positive behavioural change – by being clear about the types of misconduct we think warrant an investigation, allowing other firms to learn lessons and raise their standards sooner. • Improve our accountability, particularly as we are regularly asked about specific investigations by parliamentarians and their committees. • Support our investigations – by increasing transparency to help encourage witnesses or whistle-blowers.

11 What we consulted on 2.5 We proposed a public interest framework to inform our decisions on whether to announce an enforcement investigation and whether, in doing so, to name the subject. We proposed factors which may indicate whether an announcement would or would not be in the public interest. We stated that we would make decisions to announce and name on a case-by-case basis, taking all relevant facts and circumstances into account. 2.6 In response to extensive feedback, in the second part of our CP, we proposed revising the framework to explicitly refer to the potential impact of announcements on firms or third parties, such as current or former employees, as a factor to consider when deciding whether to announce an investigation and whether to name the investigation subject. We also proposed to add the potential for an announcement to seriously disrupt public confidence in the financial system or the market as a factor in the public interest test. We also suggested specific processes to support the operation of the proposed test. What we wanted to achieve 2.7 In the second part of our consultation, and throughout our external engagement, we provided more detail about how our proposals might work. We discussed 4 scenarios in which we expected to share more information under the new framework: • A small incremental increase in the number of proactive announcements naming regulated firms under investigation. • Proactive announcements naming unregulated firms under investigation. Over 60% of our firm investigations are into unregulated firms. In these cases, we often suspect criminality but have limited or no tools to prevent and resolve harm before such investigations. • Reactive announcements. Many of our investigations are already in the public domain, generally because firms have announced them. We wanted to be able to reactively confirm the existence of such investigations. • Anonymised announcements. We said there would be circumstances where there would be benefits to announcing an investigation but not naming the firm involved. In paragraphs 2.15 to 2.39 below, we summarise feedback received for each of these 4 scenarios. Our consultation 2.8 We asked a range of questions about our proposals for greater transparency, our suggested public interest test and how we might approach a revised policy in practice. We asked respondents to give reasons for their answers. 2.9 We received 133 responses to the first part of our consultation, published in February 2024. 104 of these were from firms, industry and trade bodies and professional advisers. 12 were from consumer and not-for profit organisations. We received 65 responses to the second part of our consultation, published in November 2024. Of these, 61 were from firms, firm bodies and professional advisers. We also held extensive in-person meetings.

12 Summary of feedback Benefits of increased transparency 2.10 Many respondents welcomed the prospect of us sharing more information about our enforcement investigations. More general support included that increased information about our enforcement work would: • Help hold us accountable by promoting the pace and efficiency of enforcement activities. • Support financial crime compliance and monitoring programmes. • Increase scrutiny of our enforcement work, particularly when we close investigations without taking enforcement action. 2.11 Consumer groups, whistleblower advocates and transparency campaigners all favoured greater transparency about investigations. There was clear recognition of the benefits for consumers and investors and reasons given in support included: • Reassurance that action is being taken. • Making information more accessible to consumers and investors. • Providing education, including for firms, in turn increasing consumer protection or empowering consumers to make better decisions. • Providing a greater opportunity to work to raise awareness and support more transparent consumer-focused outcomes. • Enabling consumers to be better informed should they wish to raise complaints not only with the FCA, but directly with the firm itself or the Financial Ombudsman Service. • In certain circumstances, protecting consumer interests by avoiding potential harm. 2.12 Not all respondents considered the potential impact for consumers would be positive. A significant number of industry respondents felt the proposals could have unintended consequences for consumers. Examples included: • Damaging consumer confidence, leading to consumers moving trading accounts away from the firm involved. • Uncertainty and confusion for consumers, who would not know if poor practice had occurred, whether they should close their accounts, what their next steps should be or where to go for further information. • Leading consumers to take decisions prematurely which could harm their long-term financial health and/or cause them to crystallise losses, incur early redemption charges and/or lose important benefits. 2.13 Several respondents acknowledged or supported our proposals’ aim of providing reassurance to the public that we are taking appropriate action. They noted the early publication of investigatory activities with regular updates would reassure the public of progress, and that this was of primary importance to delivering our objectives.

13 2.14 Some respondents agreed that changing our approach to publicity could encourage potential whistleblowers and witnesses to come forward who may not have done so otherwise. This would support evidence-gathering and could help reduce the overall time taken to investigate. Regulated firm announcements 2.15 While many respondents acknowledged the potential benefits of sharing more information about our enforcement investigations, the overwhelming majority opposed any increase in the naming of regulated or listed firms. A significant number of the industry, trade body and professional adviser respondents noted the potential reputational risks for firms and potential detrimental impact on connected individuals which they claimed could cause irreversible damage. 2.16 Many respondents said that an announcement about an investigation would be taken as a strong indication that some wrongdoing or regulatory breach has occurred. They suggested there would also be negative media attention if a subject firm was named. 2.17 Industry stakeholders also suggested our proposed approach would create significant challenges for firms that are issuers of securities and have securities listed in more than one jurisdiction. The reputational damage to a firm could lead to various adverse consequences, including in other jurisdictions. These could include the loss of business, fall in share price, withdrawal of funding and loss of shareholder, employee and customer confidence, which they argued would all adversely affect the firms’ financial and operational stability. 2.18 Most of these respondents felt that the proposals could be particularly damaging for smaller/medium-sized firms. The reasons given for this included: • The reputational damage to small firms and start-ups could be fatal to the business if customer or investor confidence in it is irreparably damaged, even if the investigation concludes with no breach found. • Smaller firms may have less resources to recover from any perception of wrongdoing. Or the publicity could lead to a ‘run on the bank’. For small and medium-sized firms, this may even call into question whether they could continue as a going concern. • Smaller firms with narrow profit margins would be particularly vulnerable to fluctuations in income from a loss of new or existing customers influenced by negative publicity. Market impact/share prices/investors 2.19 Industry and professional bodies also raised concerns about the potential impact on markets. They felt an announcement about an enforcement investigation into a named regulated or listed subject would cause unnecessary concern in the market, lead to a sharp decline in share price and affect financial resilience, causing reputational damage for the industry. Some respondents referred to examples where they believed misunderstandings about our work have led to market disruption and loss of market value.

14 2.20 Industry stakeholders said that for larger listed firms, an announcement would have an immediate, significant impact on share price, exacerbated by the uncertainty of an outcome. 2.21 Consumer respondents argued the proposals would protect the interests of investors. However, a significant number of industry respondents felt the proposal would damage investor confidence and would: • Be likely to result in immediate investor withdrawals, destabilising funds. • Put firms under undue financial strain by reducing available finance from existing and potential investors. • Adversely affect investment returns. • Put firms under intense scrutiny from investors. Senior managers and individuals 2.22 Many industry and professional bodies raised concerns that naming firms under investigation could lead to senior managers and other executives associated with the firms being prejudicially identified. Respondents felt it would be difficult to manage this kind of risk. Examples of how an individual might be so identified included: • Some firms are synonymous with specific individuals (founders or chief executives). • Senior members of the compliance, legal and risk management teams will inevitably come under public scrutiny and be prejudiced, as most investigations will also focus on the compliance and risk management functions. • Other individuals in particular groups or departments may also be implicitly identified and prejudiced. The subject matter of the investigation will often further suggest which individuals are likely to be under investigation. 2.23 The respondents noted the ways in which an individual or firm could be affected, including the impact on career progression, diverting resources and focus away from core business operations or leading to unjustified speculation about specific, identifiable senior managers. Competitiveness 2.24 Industry and trade bodies and professional services firms commented on the potential for impact they saw for the wider financial services sector. Many suggested potential investors may be reluctant to invest in UK companies where there are reputational issues or perceptions of problems. 2.25 They said the uncertainty that they suggested came with the proposed approach would diminish the attractiveness of investing in UK financial services and so appeared inconsistent with our secondary competitiveness and growth objective. Publishing investigation decisions could, they said, raise questions for investors about potential wider issues within the sector, leading to potential implications for market stability and the relative appeal of UK financial services to investors.

15 2.26 Some respondents said they thought the proposals would make the UK an outlier internationally which would be potentially damaging to the public interest and the UK’s competitiveness and growth. They suggested this could also damage the FCA’s reputation and lower confidence in the UK financial system. Investigation outcomes and timings 2.27 Concerns about potential damage to a firm’s reputation increased for cases where we decide that no enforcement action is necessary. Many respondents noted that, at the time of the first part of our CP, about 65% of our enforcement cases resulted in no action being taken. Feedback suggested that including reassuring caveats in announcements or subsequent public statements about discontinuing announced investigations would not effectively reduce those risks. 2.28 Industry respondents said there would inevitably be a presumption of guilt which will be worsened by press and social media speculation. The respondents felt this reputational impact at the start of an investigation cannot be justified given the early stage, limited public details and lack of evidence and findings. 2.29 Many respondents welcomed our intention to increase the speed of our investigations. However, they suggested this made it unnecessary to publicly announce those investigations. They maintained that continuing to publicise any actions taken when the investigation ends would have the same impact, because of those faster timescales. 2.30 Many respondents argued the length of our investigations contributes to the possibly irreversible harm to firms that we publicly name but then take no action against. Our response We looked carefully at the data around the impact on firms, as well as the limited examples respondents gave us. The data tells us that, while there can be an impact on share price when we announce regulatory activity, often this is not the case. Any impact is context-specific and typically happens when there is detail on the potential financial impact of our action, such as a likely substantial redress bill. We provided more detail about this, as well as firms’ own existing obligations to make market disclosures about ongoing investigations, in the second part of our consultation. We highlighted that, as a result of those obligations, a significant number of our investigations already end up in the public domain during the investigative stage. Some of the supervisory interventions we take prior to investigations have also come into the public domain. We recognised that, if we publicly name a firm as the subject of one of our investigations, that has the potential to cause harm. We also recognised that, if we were to name a firm as an investigation subject, and a directly connected individual may be identified as a result, we must meet all the associated confidentiality and data protection obligations that protect individuals.

16 In our revised proposals we expressly included potential impact as a factor we would consider in every case when determining whether it would be in the public interest to name a firm under investigation. We referred to the potential impact on the firm, third parties, and current and former employees and directors. We also referred to the size of the firm and its stage of development as factors we would consider. We remain of the view that the risks identified would be lower as our investigations are taking less time. We have significantly increased the pace and focus of our enforcement work and will continue to do so. Five of our recent investigations closed with a public outcome in less than 16 months, compared to an average length of 42 months in 2023/24. The number of our open operations has fallen by over 35% since 1 April 2023. None of our investigations into regulated firms opened since April 2023 has closed with no further action. Nonetheless, considering continued concerns and lack of consensus, we will maintain our existing approach to publicity for regulated and listed firms. Unauthorised activities announcements 2.31 Many respondents felt this was an area where it could be appropriate to share more information, or share it earlier, once we opened investigations. Respondents who supported this acknowledged the benefits to consumers. For example where: • We suspect fraudulent activity by unauthorised firms. • Unauthorised firms’ activities pose harm to the mass market. • Firms are deliberately carrying out regulated activities without authorisation. 2.32 During our in-person meetings, many respondents recognised the specific problems we face with unregulated firms carrying out activities that in fact are required to be regulated. Several stakeholders suggested we take a different publicity approach between regulated and unregulated firms, given the greater risks to consumers from these firms and the lack of supervisory powers we have to address these. Our response We have been encouraged by stakeholders’ support for this aspect of our proposals. We see clear consumer benefit in these types of announcement to inform existing or potential consumers or investors about possible harms and this is the area where we see potential for the greatest impact.

17 Reactive announcements 2.33 Many respondents agreed that, if the fact we are undertaking an investigation enters the public domain, it makes sense for us to be able to confirm we are investigating the particular subject. They also noted that confirming the fact of an investigation could help to clarify any misunderstandings about the action we are taking. 2.34 Of the 65 responses to the second part of our consultation, just under half expressly supported reactive confirmation as a way we might share more information. Just under a fifth expressly opposed reactive announcements. Many, including those who supported the idea in principle, further qualified their responses. 2.35 Many said that we should not use a media enquiry as the basis on which to provide information about an investigation. They suggested we should only make a reactive announcement in response to a proper disclosure by a firm, or other regulator, rather than in response to media. Some questioned the additional benefit of us confirming that we are investigating a matter if this is already public. Our response We consider that our existing policy does not generally enable us to reactively confirm an investigation where the fact is already in the public domain, for example because a firm has announced it. Given that many of our investigations come into the public domain before we announce them, we want to be able to confirm the action we are taking if the investigation subject, an associated firm or a regulatory, government or public body has made the fact of our investigation public. Anonymised announcements 2.36 Many respondents considered that we could achieve the benefits we wanted without naming the subject. They were in favour of us publishing anonymised information about investigations, for example through quarterly or monthly summary updates. 2.37 Some respondents said they found our supervisory ‘Dear CEO’ letters useful. Others suggested we should expand on data we already publish in our annual reports to include more about investigations. Reasons given for publishing anonymised information included: • Anonymised, periodic summaries of our enforcement activity would serve the same purposes as identifying those under investigation, but without the potentially harmful effects of naming them in the absence of any adverse finding. • Anonymised publications would still have a beneficial effect in encouraging witnesses or whistleblowers to come forward.

18 2.38 There was increased support for us sharing anonymised information following the publication of the second part of our consultation. Around two thirds of responses to that part supported anonymised announcements, with over half of that support coming from industry bodies. 2.39 Not all respondents supported anonymised announcements. Others said that, while some announcements may be anonymised, this would not address concerns about stability or share prices. Some also pointed to the 2014 disclosure of our life insurance review as an example of where anonymised information could have a market destabilising effect across many firms, whether or not they are the subject of the investigation. Our response We are encouraged by the support for and interest in anonymised announcements, both from our engagement meetings and written responses. We remain of the view that sharing information on an anonymised basis would be beneficial in some cases. For industry, this could help firms to identify areas to address in their own businesses and promote better compliance with our requirements. For consumers, education about areas of concern could support better-informed decisions, helping to reduce or avoid harm. The public interest test 2.40 The majority of industry, trade body and professional adviser respondents opposed the introduction of a public interest test. There were a range of reasons given for this which included: • The factors lacked detail and clarity. We had not set out how we would balance the competing factors, making any assessment subjective. • The list should be complete and contain every criterion we would consider before announcing an investigation. • Decision-making under the framework could be inconsistent and the discretion the framework gives could lead to uncertainty for firms, resulting in an impact on markets. 2.41 There was also continuing opposition to the framework in our engagement meetings and from our meetings with some of our Panels. One Panel was generally supportive. There continued to be questions about consistency of approach, how we would balance competing interests and uncertainty in how we would approach decisions. 2.42 Industry stakeholders and professional advisers preferred the certainty they felt the existing exceptional circumstances test gave. They also said the public interest factors consulted on did not appear materially different to those which establish exceptional circumstances in our existing policy.

19 2.43 Many respondents provided feedback on how we might use or adapt the existing policy. Some suggested that, rather than introduce a new public interest test, we could instead amend our existing policy. Our overall response We acknowledge the extensive opposition to our proposals to name more regulated or listed firms as investigation subjects using a public interest test. We have been encouraged, through written feedback and in-person engagement, by support for sharing more information about investigations into suspected unauthorised activity and sharing more information on an anonymised or reactive basis. We will maintain our existing exceptional circumstances test as our principal test and will make 3 changes to enable us to achieve the majority of our aims. At Annex 2 we provide a marked-up version of our investigation publicity policy, to help show the limited extent of the changes. Our exceptional circumstances test 2.44 We will maintain the exceptional circumstances test. This will remain our principal test when deciding whether to announce an investigation including when we generally do so proactively about a regulated or listed firm, and the policy will keep almost all of the current wording. 2.45 Our policy will identify 3 additional circumstances in which we may announce our investigations, reflecting those areas where there was wider support. These will enable us, in specified circumstances to: • Announce and name the subjects of our investigations into suspected unauthorised activity or criminal offences relating to unregulated activity. • Share information on an anonymised basis. • Reactively confirm that we are investigating in limited circumstances. 2.46 Below, we set out more details on each of these 3 additional circumstances, and how we see them working in practice. Which investigations this will apply to 2.47 Our revised policy will apply to all our investigations started on or after 3 June 2025 by way of statutory appointment of investigators, under FSMA or otherwise.

20 Our approach to individuals 2.48 As we said in both parts of our CP, given the specific legal considerations on sharing information about individuals, we will not generally announce when we have opened an investigation into a named individual. Unauthorised activity 2.49 Our addition involves the investigation of suspected regulated financial services or other activities, including financial promotions, carried out without appropriate authorisation, approval or registration. These are investigations where we often have concerns about consumer harm and where we generally have no supervisory, intervention or oversight powers to protect consumers. 2.50 We have also included in this category suspected criminal offences relating to unregulated activity. This covers suspected criminal offences involving the unregulated part of an authorised firm’s business but not misconduct in its regulated activities. These cases often involve concerns about potential significant consumer harm. 2.51 We have used defined terms from the Handbook for consistency. We recognise that the definition of “person” in our Handbook includes firms and individuals. 2.52 Specific legal restrictions apply to the naming of individuals. We would not generally announce when we have opened an investigation into a named individual. 2.53 For investigations into suspected unauthorised activity, there may be some very limited circumstances where it is necessary for us to name an individual under investigation, for example where an individual holds themselves out to be a firm. These cases often involve considerable consumer harm and our normal supervisory tools are not available to us. Our Warning List of unauthorised firms also very occasionally lists individuals. The reference to “person” would enable us to name an individual if necessary for the purposes of our investigation. However, in practice we expect these instances would be extremely rare. 2.54 There is already a definition of ‘unregulated activity’ in the Handbook. We have added a definition of ‘unauthorised activity’ to the Handbook Glossary, as an activity in breach of section 21 of FSMA or carried out in breach of a statutory requirement to be authorised or registered with the FCA or PRA. 2.55 The amended policy sets out the specific circumstances where we might share information about these types of investigations. These are where we consider it desirable to: • Warn or alert consumers or investors. • Help the investigation itself, for example to bring forward witnesses. 2.56 In deciding whether to make any announcement, we will consider the potential prejudice that may be caused to any persons who are or may be investigation subjects. This replicates the provision in our exceptional circumstances test for proactively naming subjects of our investigations.

21 Reactive announcements 2.57 Our addition for reactive announcements states that we will only reactively confirm that we are investigating a named subject in limited circumstances. These are where the fact of our investigation into the subject has been made public by: • The investigation subject or an affiliated company (eg a parent company). • A regulatory, government or public body. 2.58 We envisage that a public announcement under this provision is likely to be a confirmatory statement on our website or by our press office or in response to a parliamentary request for information. 2.59 As at 1 June 2025, we had 40 open investigations into regulated, listed or publicly traded firms. Of these 22 are in the public domain (14 were made public by the firm; we made 6 public during the investigation stage; and we made 2 public through our statutory processes). 2.60 Any information that we share would not typically go beyond what has already been put in the public domain. Information we share would be limited to simply confirming the name of the subject of the investigation, and might include the subject matter of the investigation. Anonymised announcements 2.61 Our third additional circumstance enables us to make an investigation public, without naming or otherwise identifying the investigation subject. The amended policy provides that we will only rely on this provision where it is desirable: • For the purposes of education. • To encourage compliance with our rules or requirements. 2.62 We are exploring ways of sharing information on a general basis, looking at how we might provide more information on themes and trends in our enforcement work. We gave thematic examples in the second part of our CP, which included anti-money laundering, cyber security controls and market abuse investigations. We might also make anonymised announcements about a particular investigation. Decision makers, timings and process 2.63 Whenever we open an investigation, we will consider how our publicity policy applies. All decisions on enforcement investigation publicity will be taken by an Enforcement Executive Director. 2.64 We know there will clearly be instances when we would not share any information because of potentially serious impacts on wider financial stability or a risk of wider negative market impact. 2.65 Where applicable, we will consider the potential prejudice that may be caused to any persons who are, or who are likely to be, the subject of the investigation.

22 2.66 When considering an anonymised announcement, we would take all reasonable steps to ensure that the investigation subject could not be identified. We will also consider the risk that an announcement, even if fully anonymised, may disproportionately negatively affect firms of the relevant type or in the relevant sector on a case-by-case basis. 2.67 Any announcement will be subject to all applicable statutory provisions. This includes the restriction on disclosing confidential information in section 348 of FSMA and restrictions imposed by data protection legislation. We will take all relevant facts and circumstances into account when making a decision. We may discuss a proposed announcement with the investigation subject to inform our considerations. 2.68 Should we decide it is appropriate to say anything publicly about an investigation, when we announce or share information will depend on the investigation and the relevant provisions we are relying on. For example, we might reactively confirm an investigation that has become public knowledge many months after that investigation started. Or we might share information to warn consumers about suspected unauthorised activities quite early on in an investigation, provided the investigation was not covert. 2.69 The form in which we share information may also vary. For example, we could make a brief reactive confirmation statement via our website. We have also said that we are exploring ways of sharing information on a general basis. We are also considering whether we might show any announcements on our Register, Warning List and the recently launched Firm Checker facility. 2.70 We will take decisions on whether to share information about an investigation at the start of the investigation and, where we do not share information at that point, will consider whether to do so at regular review points. 2.71 We will report annually on the number of cases where we share information about an investigation and then take no further action.

23 Chapter 3 Our proposals for a revised Enforcement Guide Introduction 3.1 This chapter summarises the feedback we received on our proposed changes to the the rest of the ENFG, why we consulted and what we wanted to change. We set out our responses and explain those areas where we are changing our approach in response to feedback. Our proposals Why we consulted 3.2 Over the years, the ENFG had material added to it incrementally and had grown to over 300 pages. It was a mix of policy, statutory provisions, and cross-references to material that was set out elsewhere and needed updating. So we comprehensively reviewed the entire document. We wanted to focus its content and purpose, to make it more concise and accessible, and to fit better with other sources of information about enforcement already on our website. 3.3 Our revised ENFG now focuses on how we use our powers to investigate and take enforcement action in a typical enforcement investigation. It also explains key aspects of our enforcement policy, where not provided elsewhere. 3.4 We aimed to exclude repetition of statements of policy or procedure which sit in our Decision Procedure and Penalties Manual (DEPP) and general insights into our overall approach to enforcement. Our webpages say why enforcement is important and set out our investigation opening criteria. They also include information on other enforcement topics such as our financial penalty scheme and settlement process, as well as containing links to DEPP, the ENFG and our Enforcement Information Guide. 3.5 Most of the policies described in the ENFG remained fit-for-purpose. So, the main changes come from: • Deleting duplicated statements of policy or procedure that are in DEPP. • Deleting wording that repeats legislation. For example: deleting descriptions that quote or repeat our legislative powers in FSMA to gather information or conduct investigations. • Moving or reducing content that is not focused on enforcement. For example: moving to SUP content on intervention powers, which are primarily used by Supervision.

24 Overall feedback 3.6 Just under half the responses we received (58) to the first part of our CP commented on the wider ENFG proposals. Many respondents fed back on a few particular points rather than commenting on each individual question. Any characterisation of the number of responses on a particular point should be read in the context of the number of responses received on these proposals, and not the total of responses received to the CP. 3.7 Overall, we received general support for our intention to streamline the ENFG and make it more concise. Many respondents appreciated the aim of having more focused content to make it easier for readers to navigate and understood we did not generally aim to make changes to our policies. 3.8 The proposal that received by far the most feedback was about future consultation. While some appreciated that we are not required to have guidance in the ENFG or to consult on it, and some could see the benefit of a more flexible approach to future consultation, most opposed moving away from consulting on all future changes. Having considered this feedback, we have decided not to go ahead with our proposal to change when we will consult. We say more on this in paragraph 3.13. 3.9 A small number of respondents wanted the ENFG to be a comprehensive manual to which readers can turn for information on FCA enforcement. These respondents called for information on our webpages, in legislation and in the Handbook to be duplicated in the ENFG so that readers do not have to look elsewhere. A couple of respondents said that firms generally go to the ENFG rather than our website and so would benefit from having all information about enforcement there, including material that is also elsewhere, so the ENFG serves as a navigational aid. These respondents generally objected to deleting duplicative content, moving information out or reducing content within the ENFG. 3.10 Ten respondents said they could not easily understand what we were changing to comment in the detail they wanted to. Some of these respondents asked us to more clearly signpost where changes to the text reflect our intention to do something different and explain our reasons. Some of these asked us to consult further. In response to feedback asking us to do more to enable reading between the old and new versions, we include at Annex 3 below a table showing whether content has been moved, deleted or can be found elsewhere. 3.11 In the sections below, we summarise the feedback, set out our responses, and explain any changes we are making together with what that will mean in practice. 3.12 Our ENFG remains a statement of our general approach and policies. As has always been the case, specific policies may well need to be adapted or departed from in individual enforcement investigations, where justified by the facts and circumstances of that case. We would expect any issues about the particular application to a case to be something that our case teams and the subjects of an investigation discuss and resolve in the course of that investigation.

25 Future consultation 3.13 In our CP, we noted that we are not required by FSMA to have an ENFG, and consequently FSMA consultation requirements do not apply to our proposed ENFG amendments. Nevertheless, we have historically consulted on all ENFG changes, even where very minor. In our consultation, we proposed to consult where statutorily required or where we believed it necessary to do so. 3.14 We received 41 responses to our proposed approach to future consultation. Although some respondents acknowledge that we have no legal obligation to consult on changes to the ENFG, only a small number supported this proposal. Most respondents who commented on this point opposed it, citing concerns about lack of transparency. 3.15 Many respondents emphasised that we should always consult when we propose material or substantive changes to the ENFG. They argued that consultation ensures transparency and gives interested parties an opportunity to engage with us, which provides valuable insights into the practical impact of proposed changes. Respondents said that this process helps to identify areas where incorporating industry perspectives would lead to greater clarity, leads to materially better outcomes and better policy and prevents unforeseen consequences. 3.16 A few respondents were concerned about the lack of clear criteria for determining when consultation will be ‘necessary’ and highlighted potential interpretation disagreements between the FCA and firms over what constitutes a ‘substantive’ change. Our response We acknowledge the desire for greater certainty about when we will consult and the concerns about transparency around proposed changes. We have decided to keep our current practice where we consult on all changes to the ENFG and we will continue to apply our usual consultation processes. Website 3.17 We proposed moving information to our website to make all the material setting out our high-level approach to enforcement, our investigation-opening criteria and our Enforcement Information Guide available in one place. We described this as information about our ‘broader strategic approach to enforcement’. 3.18 We proposed removing the parts of Chapter 2 of the ENFG on case selection, cases where other authorities have an interest, sources of cases and cooperation and parts of the sections in Chapters 2 and 3 on senior management responsibility.

26 3.19 We received 43 responses to this proposal. Most respondents agreed that moving this content makes the information more accessible. It will also be easier to update our website quickly to keep this information current. However, some respondents objected, mainly wanting a ‘one-stop shop’ comprehensive ENFG or concerned that changes to this content would be less visible, receive less scrutiny and would not benefit from the governance and structure we have for changes to the ENFG (including the use of the Handbook timeline to view previous versions). Our response This high-level approach information covers why we enforce and how we prioritise and choose what to action. Putting it on our website aligns with how we publish information on how we approach supervision and our wider FCA Strategy and Business Plan, all of which are also published on our website. We do not agree that having this information on our clearly signposted enforcement website pages makes this less transparent. In our view, this approach allows people interested in this type of information to access it more easily. As with our Approach to Supervision and our FCA Strategy, we will not generally consult on our enforcement strategy or changes to it. We will, however, continue to review and update the website. Investigation policies 3.20 We asked for comments on our proposals for changes across Chapters 1-6 of the ENFG. We summarise these below by theme. Feedback on deletion of duplicate wording generally 3.21 Some respondents had concerns about content we proposed deleting. This was content which summarised legislative powers we use or makes a statement about the rights of others. For example, describing statutory provisions that require us to give written notice of a change in scope of an investigation. The general concern was that removing these sentences indicated we planned to exercise our powers differently. Our response We can only use statutory powers in the way the relevant legislation provides. We have removed duplication of this wording to make the ENFG more focused. Where we have removed wording quoting or describing something that remains in legislation, there is no impact on the power or how we can and will use it. Similarly, where we have removed statements about the rights of others from the ENFG, these rights are not changed.

27 Feedback on deletion of other wording from previous Chapters 1-6 3.22 Some respondents identified wording that will no longer feature in the ENFG and were concerned this indicated a change in our policy: • Some respondents stressed the importance of legal review of a case by a lawyer outside the investigation team before it is sent to decision makers and asked that it be retained in the ENFG. • A couple of respondents asked that we include in the ENFG a description of the Regulatory Decisions Committee’s (RDC's) role in approving press releases where the RDC made the decision to take action. • Our ENFG also says that we will not usually agree to extensions of time for responding to information or document requirements. One respondent was concerned that removing the wording, ‘unless compelling reasons are provided to support an extension request’ means that there is no scope for exceptions. This was not our intention. In our view, saying that we will not usually agree to an extension still leaves it open to us to agree to extension in some instances. • We also proposed to remove the broad principles of enforcement that were set out in Chapter 2.1.2. We always considered and intended that we should maintain and be held to those standards, most of which give commitments to transparency and obligations as a regulator that are also set out elsewhere. Our response Given feedback objecting to the deletion of this content, with respondents stating that that all this should remain in ENFG because of its importance to how we conduct investigations, we will keep this content in the revised ENFG Feedback on changes or clarifications to our policy or procedures Accepting reports on a limited waiver basis 3.23 To focus the ENFG, together with other descriptive content, we proposed deleting a list of themes we might discuss with firms when considering the potential use of a firm-commissioned report. For example, how far we can rely on the report and whether any conflicts of interest have been identified. It does not signal a change in how we discuss reports with firms. 3.24 We proposed adding to the ENFG that we will accept reports over which legal privilege is asserted without agreeing the fact or extent to which they are legally privileged. Again, this is not a change in approach, but makes it clearer that this is our general approach to this issue.

28 3.25 A couple of respondents said they are concerned that this addition, read with our recent speeches encouraging firms to openly share information with us where they feel they can, encourages firms to waive privilege. They felt it also indicates we take a negative view where privilege is not waived or may suggest that we do not appreciate where there may be legitimate reasons not to do so. Our response We strongly encourage firms to take responsibility to put things right where something may have gone wrong and to consider carefully what they can share with us as we look at what has happened. There is no obligation to share legally privileged material with us but we also recognise that many firms choose to do so. We will accept disclosure on a limited waiver basis as set out in the ENFG but it is not necessary for us to reach agreement on how far privilege attaches to all or parts of a report. Whether legal privilege applies is ultimately a question for the courts. We do not consider that this undermines a firm’s ability to resist disclosure of a report to third parties. Having reviewed the wording in the revised ENFG, we have clarified the drafting. Attendance of legal advisers at compelled interviews 3.26 We proposed clarifying our approach to the attendance of legal advisers at a compelled interview. Generally, an interviewee can be accompanied by a legal adviser who acts for them. Rarely, we may refuse attendance of a particular legal adviser where we think their attendance may prejudice the investigation. It may be, for example, that where a legal adviser acts for multiple parties in an investigation, we are concerned their attendance at interview may make the interviewee feel less able to be candid in their answers, or that we see the potential for the interests of the parties to diverge. 3.27 Respondents variously said that legal advisers have their own professional obligations to avoid a conflict of interest so it is not for us to assess this, and that there may be good reasons why a person wants a particular legal adviser to attend. For example, that a witness might want to be represented at interview by the legal adviser of a firm under investigation for cost reasons or because that adviser can support them with legal privilege issues. Our response We appreciate the benefit of legal advisers acting for multiple parties and that they are obliged to consider conflicts of interest, but it is for us to consider the different question of whether we believe there is potential for an investigation to be prejudiced. When enforcement case teams consider whether an investigation may be prejudiced by a particular legal adviser attending, we look at all

29 the relevant circumstances of the particular case, including who is or who might be placed under investigation (which information we cannot disclose) as well as the wishes of the person being interviewed. We have decided to keep this change. Report on our investigation 3.28 FSMA requires the appointed investigators to make a report of their investigation to the FCA. FSMA does not set out any particular form or requirements on what the report must contain. The form in which we do this has moved away from what we used to call preliminary findings letters and preliminary investigation reports. So our proposed ENFG removed these terms. A couple of respondents said they wanted us to go back to using this form of document. Their reasons included the belief that it would lead to shorter warning notices with fewer details but which they felt more people would read. Our response As we do not use what we used to call preliminary findings letters and preliminary investigation reports, we intend to make the proposed change. Commencement of civil and criminal proceedings 3.29 Our Executive Directors currently decide whether we should start legal proceedings, and we proposed to extend that to include Directors in Enforcement. One respondent said this was watering down an important safeguard. Our response This proposed change was intended to provide additional flexibility at an appropriate level of seniority for both criminal and civil proceedings. We will keep this change to enable flexibility. Who takes decisions will depend on the nature of the case. We expect that decisions to commence criminal prosecutions will continue to be made at Executive Director level. Scoping meetings 3.30 We proposed we move to deciding whether to hold scoping discussions on a case-by￾case basis, rather than have a starting presumption that we would always arrange a scoping meeting. 3.31 A few respondents were concerned we are indicating we will hold scoping discussions a lot less and noted the benefits of appropriate scoping discussions for focusing and understanding the issues.

30 3.32 One respondent suggested that the FCA should amend the proposal by stating that investigation subjects will always be able to request that a scoping meeting takes place. Another said it would be useful to understand the criteria we would use to decide whether a scoping meeting would take place. Our response Some firms do not always want to have a scoping discussion (for example, where there has been extensive discussion of the issues through the supervisory relationship), and we are already flexible about what is the best time to have a scoping discussion when an investigation starts. Firms and individuals have the opportunity to discuss aspects of an investigation with the enforcement case team through the course of the investigation, and not just at a scoping meeting. We remain of the view it would be helpful to clarify our approach to scoping meetings. It was always our intention that we would generally have a scoping meeting where investigation subjects want or request one, while being flexible where firms or individuals express no such need or agree that one is unnecessary. We have decided to explicitly confirm this in the ENFG. Private warnings 3.33 We said we no longer intend to use private warnings as an enforcement tool and so proposed to remove reference to them. This is because a private warning was never intended to be a determination on whether the recipient has breached our rules. 3.34 Just under half of the respondents supported this proposal. They felt that, while private warnings are useful in providing feedback about our expectations to firms and individuals, they lack the transparency of our other enforcement tools. 3.35 They suggested we should continue to provide feedback through conversations and correspondence without using private warnings. They also suggested better ways to improve transparency and have wider regulatory impact. These include focusing on formal actions or publishing guidance and anonymised examples for industry to consider. 3.36 Respondents also noted that private warnings are not a determination of whether a person has breached rules. However, they still carry significant reputational implications without the protections or options to challenge of other enforcement tools. 3.37 Just over half the respondents were opposed to the proposal. The key concern was that we would no longer be providing feedback privately and that following an investigation we would publish findings about specific firms or individuals for wider industry to consider, albeit confirming we had not determined they had breached any rules.

31 3.38 Some respondents argued that we should still use private warnings to resolve cases quickly where appropriate. Some were unclear what we do instead of private warnings and were concerned that removing private warnings as a tool would result in us opening investigations where they felt it is not proportionate to do so. Our response Private warnings arose out of practice rather than being a statutory tool. The purpose of a private warning was to make a firm or individual aware that the issues were sufficiently serious for us to consider a disciplinary sanction such as a public censure or fine, even though we had not made a formal decision to do so. We have not used private warnings for some time. We consider the objectives of a private warning can be met through communicating the issues to the relevant firm or individual, along with our expectations of what they should do to address those concerns. We have done this over the past few years through correspondence with the firm or individual. For that reason, we have decided to make it clear that we will no longer use private warnings as an enforcement tool and we have deleted reference to them. This position does not affect the type of cases we will refer to Enforcement and investigate. Nor will it mean that we are slower to resolve investigations, or close them where that is appropriate. Our revised approach to enforcement is speeding up investigation times, which includes being quick to close where that is the right thing to do. And where, after investigation, we decide to close a case without imposing a sanction, we will continue (as appropriate) to communicate the nature of the concerns we looked at and may also advise on the future conduct of the firm or individual. Retention, relocation or deletion of content in Appendix 1 3.39 In paragraphs 4.17-4.19 of the first part of our CP we explained we would briefly set out the other powers we may use alongside our investigation and enforcement powers in Appendix 1 to the ENFG. To make it easier to cross reference we identified these by their existing references: • Injunctions (Chapter 10). • Insolvency (Chapter 13). • Collective investment schemes (Chapter 14). • Disqualification of auditors and actuaries (Chapter 15). • Disapplication orders against members of the professions (Chapter 16). • Cancellation of approval as sponsor or primary information provider (Chapter 18).

32 3.40 We asked whether we should keep this material in the ENFG, relocate it elsewhere (either on our website or in separate guidance) or, if these chapters do not help understanding of how we work, we could also delete them. 3.41 Only a small number of respondents gave any feedback on these proposals. Most of these either wanted us to keep the chapters or to move the contents elsewhere in our Handbook, or on our website. Generally, these respondents either opposed us reducing guidance or said the content taken out is helpful and should at least be available in other FCA resources. Our response We understand that having guidance on how we might use powers is generally useful and that where there is already guidance, respondents are not keen to lose it. For example, injunctions and insolvency-related powers are part of our regulatory toolkit. FSMA gives us powers to make applications to court for injunctions and in insolvency matters. But the procedures, rules and the approach the court takes in considering these applications are specialist subjects beyond the remit of the revised ENFG. Given our desire to focus the ENFG on our investigation process, we are not persuaded that we need to keep the detail that was in the previous ENFG or to keep the full chapters available on our website. We believe our revised content is consistent in the main with how we treat other powers. Moving content to the Supervision Manual 3.42 The previous Chapter 8 of the ENFG dealt with using our powers to impose a variation, cancel a permission, impose requirements on our own initiative and intervene against incoming firms. We proposed to remove this chapter and move it to sit between SUP 6 and 7 so that our approach to these powers sits in one place, alongside voluntary impositions of variations or cancellations of permissions and voluntary requirements. 3.43 Most respondents who gave feedback on this point were in favour of having all the information involving these powers in SUP, with some noting this will be clearer for readers. 3.44 Several respondents said that the chapter should be kept or that the ENFG should refer to or summarise the powers and clearly signpost the content in SUP. They variously said this was because the powers can and are used in an enforcement context or that readers of the ENFG should be aware of the powers or where the content has been moved.

33 Our response We wanted to refocus the ENFG to contain key enforcement-related policy that is not elsewhere. Although we may use these powers in an enforcement investigation, they are generally supervisory powers and do not require us to open an investigation. As we note on our webpages, we will use the appropriate regulatory response to resolve harm, and can use enforcement action and other regulatory tools together. So it may be appropriate to open an investigation alongside use of the powers. However, we still consider it appropriate for all guidance on how we use these powers to be in SUP with a note that these may be used in an enforcement context. These changes will also retain the guidance previously set out in sections 6.2.21 to 6.2.24 of the previous ENFG in SUP 6B. Removing content on restitution 3.45 We proposed to remove Chapter 11 of the ENFG, covering our powers for restitution and redress, as this is a cross-FCA power and most redress schemes are agreed and overseen by our Supervision Division. This was also on the basis that content would be consolidated elsewhere and we set out, in our Business Plan 2023/24, that we intended to consult on guidance for firms on redress exercises. 3.46 Most respondents did not provide any comments on this proposal. Those that did broadly supported removing the restitution chapter as long as it was clear elsewhere in the Handbook that we have restitution powers and how we use them. One said that consulting on separate guidance that covers redress more broadly would likely lead to more effective guidance. A few respondents suggested the ENFG should retain a summary of these powers and cross reference to other content. 3.47 Some respondents challenged whether it was appropriate to remove Chapter 11 as an enforcement action can lead to using restitution powers, and in some cases, such as those involving unauthorised persons, Supervision would not be involved. So they felt it was important that readers of the ENFG know we have these powers. 3.48 A few respondents wanted the opportunity to review where the content would be moved to and see our consultation on redress. Our response Since publishing the CP, we have focused on identifying harm earlier, working with stakeholders on mass redress events. Removing the chapter as originally proposed would mean there was no detailed description anywhere of our restitution powers or the relevant factors we consider when using them. And, as one respondent noted, for unauthorised persons, these powers are used only by Enforcement, but used relatively

34 frequently. So we have decided to retain a summary of these powers in Appendix 1 of the revised ENFG, including the list of factors we consider when exercising our powers to seek or require restitution. Retaining Chapters 19 and 20 3.49 We proposed retaining in Appendix 2 to the ENFG a summary of material from previous Chapters 19 and 20. These chapters relate to our non-FSMA powers under other legislation. 3.50 Some respondents supported this, particularly welcoming the streamlined version of these chapters being kept in the ENFG for easy access. 3.51 One respondent suggested we retain Chapter 20, on the Consumer Credit Act, in full or provide more detail in Appendix 2 to give more clarity to relevant firms. Our response We are going to adopt our proposal, placing summaries of the Chapter 19 and 20 content in Appendix 2 of the ENFG. We have grouped non-FSMA powers requiring a statement of policy in Appendix 2.1 and remaining powers in Appendix 2.2. We are not changing our approach to using these powers and have clarified this in the introduction of each Appendix; we have simply removed duplicative or unnecessary information. We believe Appendix 2 provides the appropriate level of detail by outlining our enforcement toolkit beyond FSMA and directing readers to relevant resources. This approach ensures stakeholders can easily identify where to find more comprehensive information, such as a statement of policy in DEPP or other specific legislation.

35 Annex 1 Lists of respondents The respondents to our consultation CP24/2: Our Enforcement Guide and publicising enforcement investigations – a new approach who have consented to the publication of their names are as follows: Adam Samuel (individual) The American Council of Life Insurers The Association for Financial Markets in Europe The Association of Financial Mutuals The Association of Foreign Banks AXA Insurance UK PLC Bryan Cave Leighton Paisner LLP Chiltern Asset Finance Limited ClearBank Limited Clifford Chance LLP The Commodity Markets Council Europe The Consumer Credit Trade Association The Credit Services Association Dechert LLP Derek Vann (individual) The Electronic Money Association The European Principal Traders Association The Equity Release Council The Fairbanking Foundation The Financial Services Consumer Panel The Financial Services Lawyers Association Folk2Folk Limited Freshfields LLP The Futures Industry Association Herbert Smith Freehills Kramer LLP Hogan Lovells International LLP Innovate Finance The International Swaps and Derivatives Association The Investment and Life Assurance Group Limited Jencap Partners Limited KPMG LLP Laterliving Now! Limited Laven Advisers LLP Legal & General Group PLC LegalBeagles Group Limited The Lloyd’s Market Association Lloyds Banking Group PLC Marti Jarvis (individual) Napier Technologies Limited

36 Noya Wealth Consulting Limited Osborne Clarke LLP Owen's TV & Domestic Appliances Peter Ormosi (individual) Phoenix Group Holdings PLC Pinsent Masons LLP Rebuilding Society Limited Roger William Lawson (individual) Schillings International LLP Simmons & Simmons LLP SimplyBiz Services Limited The Transparency Task Force The UK Individual Shareholders Society The UK Shareholders’ Association Vanquis Banking Group PLC Wilmer Cutler Pickering Hale and Dorr LLP The list of respondents to CP24/2, Part 2: Greater transparency of our enforcement investigations who have consented to the publication of their names is as follows: Age Partnership Limited ASC Advisors LLC Ashurst LLP The Association of British Insurers The Association for Financial Markets in Europe The Association of Investment Companies The Association of Mortgage Intermediaries Aviva PLC AXA Insurance UK PLC Bankingwise Limited The British Insurance Brokers’ Association Bryan Cave Leighton Paisner LLP The Building Societies Association The Chartered Governance Institute Citizens Advice Scotland ClientEarth Clifford Chance LLP The Consumer Credit Trade Association The Credit Services Association The Equipment Leasing and Finance Association The European Leveraged Finance Association The European Venues and Intermediaries Association The Financial Services Consumer Panel The Financial Services Lawyers Association Foot Anstey LLP Freshfields LLP The Futures Industry Association Herbert Smith Freehills Kramer LLP Hill Dickinson LLP

37 Hogan Lovells International LLP Innovate Finance The International Swaps and Derivatives Association The International Underwriting Association The Investment Adviser Association The Investment and Life Assurance Group Limited Legal & General Group PLC Linklaters LLP Lloyds Banking Group PLC The Lloyd’s Market Association The London & International Insurance Brokers' Association The Managed Funds Association M&G PLC NEDs in Financial Services The Personal Investment Management & Financial Advice Association Phoenix Group Holdings PLC PricewaterhouseCoopers LLP The Quoted Companies Alliance ShareSoc TheCityUK The UK Cryptoasset Business Council UK Finance West Bromwich Building Society Yorkshire Building Society

38

Annex 2 Revised enforcement investigation publicity policy Marked-up against our existing policy ENFG 4.1 Publicity during FCA investigations ENFG 4.1.1 The FCA will not normally make public the fact that it is or is not investigating a particular matter, or any of the findings or conclusions of an investigation except as described in other sections of this chapter. The following paragraphs deal with the exceptional circumstances in which the FCA may make a public announcement that it is or is not investigating a particular matter. ENFG 4.1.2 The principal test is that described in ENFG 4.1.4 to ENFG 4.1.5 (the exceptional circumstances test). Notwithstanding this, the FCA may also make announcements concerning suspected unauthorised activity or a suspected criminal offence in relation to unregulated activity as set out in ENFG 4.1.6, reactive announcements as set out in ENFG 4.1.7 and anonymous announcements as set out in ENFG 4.1.8. Any announcement will be subject to the restriction on disclosure of confidential information in section 348 of the Act and restrictions imposed by data protection legislation and other applicable statutory restrictions. ENFG 4.1.3 Where the matter in question has occurred in the context of a takeover bid, and the following circumstances apply, the FCA may make a public announcement that it is not investigating, and does not propose to investigate, the matter. Those circumstances are where the FCA: (1) has not appointed, and does not propose to appoint, investigators; and (2) considers (following discussion with the Takeover Panel) that such an announcement is appropriate in the interests of preventing or eliminating public uncertainty, speculation or rumour. ENFG 4.1.4 Where it is investigating any matter, the FCA will, in exceptional circumstances, make a public announcement that it is doing so if it considers such an announcement is desirable to: (1) maintain public confidence in the financial system or the market; or (2) protect consumers or investors; or (3) prevent widespread malpractice; or (4) help the investigation itself, for example by bringing forward witnesses; or (5) maintain the smooth operation of the market. In deciding whether to make an announcement, the FCA will consider the potential prejudice that it believes may be caused to any persons who are, or who are likely to be, a subject of the investigation.

39 ENFG 4.1.5 The exceptional circumstances referred to above may arise where the matters under investigation have become the subject of public concern, speculation or rumour. In this case it may be desirable for the FCA to make public the fact of its investigation in order to allay concern, or contain the speculation or rumour. Where the matter in question relates to a takeover bid, the FCA will discuss any announcement beforehand with the Takeover Panel. Any announcement will be subject to the restriction on disclosure of confidential information in section 348 of the Act. ENFG 4.1.6 Where the FCA is investigating suspected unauthorised activity or a suspected criminal offence in relation to an unregulated activity there are often concerns around consumer harm and the FCA generally has no supervisory, intervention or oversight powers to protect relevant consumers. The FCA may make public that it is investigating a named person for suspected unauthorised activity or for a suspected criminal offence in relation to an unregulated activity if it considers such an announcement is desirable for the purpose of warning or alerting consumers or investors, or to help the investigation itself, for example by bringing forward witnesses. In deciding whether to make an announcement, the FCA will consider the potential prejudice that it believes may be caused to any persons who are, or who are likely to be, a subject of the investigation. [New Glossary definition of “unauthorised activity” is as follows: “Any activity in breach of section 21 of the Act or carried out in breach of a statutory requirement for authorisation by, or registration with, the FCA or PRA.”] ENFG 4.1.7 The FCA may make a public announcement confirming that it is investigating a named person if that fact has already been made public by that person, an affiliated company or a regulatory body, government or public body. The FCA’s announcement may also confirm the subject matter of the investigation to the extent that it has already been made public in that manner. ENFG 4.1.8 The FCA may make public that it is investigating a particular matter without naming or otherwise identifying the subject of the investigation, where it is desirable for the purpose of educating persons generally as to the types of conduct that the FCA is investigating or to encourage compliance with the FCA’s rules or other requirements. ENFG 4.1.9 The FCA will not normally publish details of the information found or conclusions reached during its investigations. In many cases, statutory restrictions on the disclosure of information obtained by the FCA in the course of exercising its functions are likely to prevent publication (see section 348 of the Act). In exceptional circumstances, and where it is not prevented from doing so, the FCA may publish details. Circumstances in which it may do so include those where the fact that the FCA is investigating has been made public, by the FCA or otherwise, and the FCA subsequently concludes that the concerns that prompted the investigation were unwarranted. This is particularly so if the firm under investigation wishes the FCA to clarify the matter.

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Annex 3 Enforcement Guide mapping table The table below is a reference tool which maps information from the previous version of the ENFG to its location in the revised ENFG or elsewhere including SUP, DEPP, FSMA or our website. Only the ENFG sections are detailed in the table, other references provide the general location of the information. Previous section Previous heading/sub-heading Destination/Location Chapter 1 – Introduction Overview 1.1.1 ENFG 1.1.1 1.1.2 FSMA 1.1.3 ENFG 1.1.3 1.1.4 – 5 Deleted 1.1.6 previously removed N/A 1.1.7 – 8 ENFG 1.1.4 – 5 Chapter 2 – The FCA’s approach to enforcement Case selection and the use of enforcement powers 2.1.1 Website 2.1.2 ENFG 2.1.1 2.1.3 – 4 Website 2.2.1 previously removed N/A 2.2.2 – 2.4.3 Website Cases where other authorities have an interest 2.5.1 Website Investigations into PRA-authorised persons 2.5.2 ENFG 3.7.1 Assisting overseas regulators 2.6.1 ENFG 3.8.1 Sources of cases 2.7.1 Website Enforcement and the FCA’s Principles for Business (‘the Principles’) 2.8.1 Deleted 2.8.2 – 4 ENFG 3.2.1- 3 FCA guidance and supporting materials 2.9.1 – 2 ENFG 3.4.1 – 2 2.9.3 ENFG 3.4.2 + DEPP 2.9.4 ENFG 3.4.3 2.9.5 ENFG 3.4.4 + DEPP

41 Previous section Previous heading/sub-heading Destination/Location 2.9.6 ENFG 3.4.5 Industry guidance 2.10.1 – 2 ENFG 3.5.1 2.10.3 ENFG 3.5.3 FCA-recognised industry codes 2.10A.1 – 2 ENFG 3.5.1 – 2 Senior management responsibility 2.11.1 ENFG 3.3.1 2.11.2 Website Co-operation 2.12.1 – 2 Website Late reporting or non-submission of reports to the FCA 2.13.1 DEPP Legal review 2.14.1 ENFG 3.1.1 Decision making in the context of regulatory enforcement action 2.15.1 – 3 DEPP Chapter 3 – Use of information gathering and investigation power Introduction 3.1.1 – 2 ENFG 2.5.2 – 3 Information requests (section 165) 3.2.1 – 2 FSMA Information requests (section 122A) 3.2A.1 -2 FSMA Information requests (section 122B) 3.2B.1 – 2 FSMA Reports by skilled persons (section 166) 3.3.1 – 4 FSMA 3.3.5 FSMA + SUP Investigations into general and specific concerns (sections 167 and 168) 3.4.1 – 2 FSMA Official listing investigations (section 97) 3.5.1 FSMA Investigations into collective investment schemes (section 284) 3.6.1 FSMA Investigations to assist overseas authorities (section 169) 3.7.1 ENFG 3.8.2 + FSMA

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Previous section Previous heading/sub-heading Destination/Location 3.7.2 previously removed N/A 3.7.3 – 4 FSMA Information requests and investigations to assist overseas regulators in relation to short selling 3.8.1 – 3 FSMA 3.8A previously removed N/A Information requests and investigations under the enhanced supervision of EEA firms under the Insurance Distribution Directive FSMA + SUP 3.8B1 FSMA Power to require information relating to potentially unfair etc terms and notices 3.9.1 Consumer Rights Act 2015 Liaison where other authorities have an interest 3.10.1 Website Information requests in joint investigations with the PRA 3.10.2 ENFG 3.7 + Website FCA approach to firms conducting their own investigations in anticipation of enforcement action Firm-commissioned reports: the desirability of early discussion and agreement where enforcement is anticipated 3.11.1 – 5 ENFG 3.6.1 – 5 3.11.6 Deleted 3.11.7 – 8 ENFG 3.6.6 – 7 Firm-commissioned reports: material gathered 3.11.9 – 11 ENFG 3.6.8 -10 Firm-commissioned reports: FCA use of reports and the protection of privileged and confidential material 3.11.12 – 15 ENFG 3.6.11 – 14 Chapter 4 – Conduct of investigations Notifying the person under investigation where notice is a requirement under section 170 4.1.1 ENFG 2.3.1 Notifying the person under investigation where notice is not required under the Act 4.2.1 FSMA 4.2.2 ENFG 2.3.1 Notification where a particular person is not yet under investigation 4.3.1 ENFG 2.3.2 Appointment of additional investigators

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Previous section Previous heading/sub-heading Destination/Location 4.4.1 FSMA Notice of termination of investigations 4.5.1 ENFG 2.10.1 What a subject of investigation can say to third parties 4.6.1 Notice of Appointment Letter to subjects of investigation Use of statutory powers to require the production of documents, the provision of information or the answering of questions 4.7.1 ENFG 2.6.1 4.7.2 PRIN/APER/COCON 4.7.3 ENFG 2.6.3 4.7.4 ENFG 2.6.2 Scoping discussions 4.8.1 – 2 ENFG 2.4.1 – 2 Involvement of FCA supervisors during the investigation phase 4.9.1 Deleted The timeframe for responding to information and document requirements 4.10.1 – 2 ENFG 2.7.1 – 2 Approach to interviews and interview procedures 4.11.1 – 2 ENFG 2.8.1 4.11.3 ENFG 2.8.2 4.11.4 ENFG 2.8.3/2.8.4 4.11.5 – 10 ENFG 2.8.5 – 10 4.11.11 ENFG 2.8.1 Search and seizure powers 4.12.1 – 2 ENFG App 1.7.1 – 2 Preliminary findings letters and preliminary investigation reports 4.13.1 – 4 Deleted Joint investigations with the PRA 4.14.1 Deleted 4.14.2 – 3 ENFG 3.7.2 – 3 Chapter 5 – Settlement Settlement and the FCA – an overview 5.1.1 ENFG 2.9.1 5.1.2 – 5 DEPP + Website When settlement decisions may take place 5.2.1 ENFG 2.9.3

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Previous section Previous heading/sub-heading Destination/Location 5.2.2 – 3 DEPP + Website 5.2.4 ENFG 2.9.10 The basis of settlement discussions 5.3.1 – 2 DEPP Multiple parties and third party rights in enforcement action involving warning and decision notices 5.4.1 ENFG 2.9.8 5.4.2 DEPP 5.4.3 Deleted The settlement discount scheme 5.5.1 DEPP + Website 5.5.2 ENFG 2.9.5 5.5.3 ENFG 2.9.9 5.5.4 ENFG 2.9.6 5.5.5 ENFG 2.9.4 5.5.6 ENFG 2.9.7 5.5.7 DEPP Mediation 5.6.1 DEPP 5.6.2 Deleted The relevance of settled cases to subsequent action 5.7.1 – 2 DEPP Chapter 6 – Publicity Publicity during FCA investigations 6.1.1 ENFG 4.1.1 6.1.2 – 4 ENFG 4.1.3 – 5 6.1.5 previously removed N/A 6.1.6 ENFG 4.1.9 Publicity during, or upon the conclusion of regulatory action 6.2.1 DEPP 6.2.2 ENFG 4 + DEPP 6.2.3 – 11 ENFG 4.2.1 – 10 Decision notices and final notices 6.2.12 – 19A ENFG 4.2.11 – 19 6.2.20 previously removed 6.2.21-24 Supervisory notices varying a firm’s Part 4A permission, imposing a requirement or varying an approval on the FCA’s own initiative (see EG 8 and DEPP 8) and supervisory notices imposing a direction under regulation 74C of the Money Laundering Regulations on the FCA’s own initiative SUP 6B

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Previous section Previous heading/sub-heading Destination/Location 6.3 Decisions against ECA providers – previously removed N/A Publicity in RDC cases 6.4.1 ENFG 4.3.1 Publicity during, or upon the conclusion of civil action 6.5.1 – 2 ENFG 4.4.1 – 2 Publicity during, or upon the conclusion of criminal action (see chapter 12) 6.6.1 – 3 ENFG 4.5.1 – 3 Behaviour in the context of takeover bid 6.7.1 ENFG 4.6.1 The Financial Services register: publication of prohibitions of individuals (see chapter 9) 6.8.1 ENFG 4.7.1 The Financial Services register: publication of disciplinary measures against auditors and actuaries (see chapter 15) 6.9.1 Deleted The Financial Services Register: publication of disapplication orders against members of the professions (see chapter 16) 6.10.1 Deleted 6.10.2 Deleted Chapter 7 – Financial penalties and other disciplinary sanctions 7.1 – 7.4 The FCA’s use of sanctions DEPP 7.5 Payment of financial penalties Subject’s invoice 7.6 – 7.8 Private warnings Deleted Suspensions of voting rights 7.9.1 – 3 DEPP + FSMA Chapter 8 – Variation and cancellation of permission and imposition of requirements on the FCA’s own initiative and intervention against incoming firms SUP 6B Chapter 9 Prohibition Orders and withdrawal of approval Introduction 9.1.1 – 2 ENFG 5.1.1 -2 The FCA’s general policy in this area 9.2.1 ENFG 5.2.1 9.2.2 – 4 ENFG 5.2.3 – 5 9.2.5 ENFG 5.3.1 – 5.3.7, 5.4.1 Prohibition orders and withdrawal of approval – approved persons 9.3.1 – 8 ENFG 5.3.1 – 8

46 Previous section Previous heading/sub-heading Destination/Location Prohibition orders against exempt persons and members of professional firms 9.4.1 – 2 ENFG 5.4.1 Prohibition orders against other individuals 9.5.1 – 2 ENFG 5.4.1 Applications for variation or revocation of prohibition orders 9.6.1 – 5 ENFG 5.5.1 – 5 Other powers that may be relevant when the FCA is considering whether to exercise its power to make a prohibition order 9.7.1 ENFG 5.2.2 The effect of the FCA’s decision to make a prohibition order 9.8.1 Deleted The effect of the FCA’s decision to withdraw approval 9.9.1 – 4 FSMA Chapter 10 – Injunctions ENFG App 1.1 Chapter 11 – Restitution and redress ENFG App 1.8 Chapter 12 – Prosecution of Criminal Offences The FCA’s general approach 12.1.1 – 5 ENFG 6.1.1 – 4 12.1.6 previously removed N/A 12.1.7 ENFG 6.1.4 FCA cautions 12.2.1 – 2 ENFG 6.2.1 – 2 Criminal prosecutions in cases of market abuse 12.3.1 – 4 ENFG 6.3.1 – 4 Liaison with other prosecuting authorities 12.4.1 Deleted Prosecution of Friendly Societies 12.5.1 ENFG App 2.2 Chapter 13 – Insolvency ENFG App 1.2 Chapter 14 – Collective Investment Schemes ENFG App 1.3 Chapter 15 – Disqualification of auditors and actuaries ENFG App 1.4 Chapter 16 – Disapplication orders against members of the professions ENFG App 1.5 Chapter 17 – previously removed N/A Chapter 18 – Cancellation of approval as sponsor or primary information provider ENFG App 1.6 Chapter 19 – Non-FSMA powers ENFG App 2 Chapter 20 – Enforcement of the Consumer Credit Act 1974 ENFG App 2.1.1

47 Previous section Previous heading/sub-heading Destination/Location Appendix 1 – previously removed N/A Appendix 2 – Guidelines on investigation of cases of interest or concern to the Financial Conduct Authority and other prosecuting and investigating agencies Deleted App 2.1 Purpose, status and application of the guidelines Deleted 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 Deleted

48 Annex 4 Abbreviations used in this paper Abbreviation Description CP Consultation Paper DEPP Decision Procedure and Penalties Manual ENFG Enforcement Guide FCA Financial Conduct Authority FSMA Financial Services and Markets Act 2000 Handbook FCA Handbook PRA Prudential Regulation Authority PS Policy Statement RDC Regulatory Decisions Committee SUP Supervision sourcebook

Appendix 1 Made guidance (legal instruments)

FCA 2025/9 ENFORCEMENT GUIDE INSTRUMENT 2025 Powers exercised A. The Financial Conduct Authority (“the FCA”) makes this instrument in the exercise of section 139A (Power of the FCA to give guidance) of the Financial Services and Markets Act 2000 (“the Act”). Commencement B. This instrument comes into force on 3 June 2025. Amendments to material outside the Handbook C. The material outside the FCA’s Handbook of rules and guidance listed in column (1) below is amended in accordance with the Annexes to this instrument listed in column (2). (1) (2) Energy Market Participants guide (EMPS) Annex A Oil Market Participants guide (OMPS) Annex B Service companies guide (SERV) Annex C General guidance on Benchmark Administration, Contribution and Use (BENCH) Annex D The Collective Investment Scheme Information Guide (COLLG) Annex E Financial Crime Guide: A firm’s guide to countering financial crime risks (FCG) Annex G The Unfair Contract Terms and Consumer Notices Regulatory Guide (UNFCOG) Annex H New regulatory/registry guide D. The Financial Conduct Authority makes the ‘Enforcement Guide (ENFG)’ to form a Regulatory/Registry Guide in accordance with Annex F to this instrument. The Regulatory/Registry Guide does not form part of the Handbook. Revocation of the Enforcement Guide (EG) E. The provisions of the Enforcement Guide (EG) are revoked. Notes F. In the annexes to this instrument, the notes (indicated by “Note:” or “Editor’s note:”) are included for the convenience of readers but do not form part of the legislative text. Citation G. This instrument may be cited as the Enforcement Guide Instrument 2025.

FCA 2025/9 H. The guide in Annex F to this instrument may be cited as the Enforcement Guide (ENFG). By order of the Executive Regulation and Policy Committee 9 May 2025 Page 2 of 73

FCA 2025/9 Annex A Amendments to the Energy Market Participants guide (EMPS) In this Annex, underlining indicates new text and striking through indicates deleted text. 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 … The following Regulatory Guides may also be relevant to energy market participants:

1. The Enforcement Guide (EG) (ENFG) Page 3 of 73

FCA 2025/9 Annex B Amendments to the Oil Market Participants guide (OMPS) In this Annex, underlining indicates new text and striking through indicates deleted text. 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 … The following Regulatory Guides may also be relevant to oil market participants:

1. The Enforcement Guide (EG) (ENFG) Page 4 of 73

FCA 2025/9 Annex C Amendments to the Service companies guide (SERV) In this Annex, underlining indicates new text and striking through indicates deleted text. 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 … The following Regulatory Guides may also be relevant to service companies:

1. The Enforcement Guide (EG) (ENFG) Page 5 of 73

FCA 2025/9 Annex D Amendments to General guidance on Benchmark Administration, Contribution and Use (BENCH) In this Annex, underlining indicates new text and striking through indicates deleted text. 2 Parts of the Handbook applicable to regulated benchmark administrators and benchmark contributors 2.1 Parts of the Handbook applicable to regulated benchmark administrators and benchmark contributors … 2.1.2 G Parts of the Handbook applicable to the regulated activity of administering a benchmark. Part of the Handbook Applicability to the regulated activity of administering a benchmark … Regulatory Guides The Enforcement Guide (EG) (ENFG) This applies. The Perimeter Guidance Manual (PERG) This applies. … Page 6 of 73

FCA 2025/9 Annex E Amendments to Collective Investment Scheme Information Guide (COLLG) In this Annex, underlining indicates new text and striking through indicates deleted text. 5A The COLL sourcebook 5A.1 Introduction … Related Sourcebooks 5A.1.4 G … (4) In addition to the listed sourcebooks, Regulatory Guides may also be of relevance. For example EG link 14 ENFG App 1.3 (Collective Investment Schemes) sets out the FCA’s policies and procedures concerning the use of its enforcement powers in relation to regulated collective investment schemes. … Page 7 of 73

FCA 2025/9 Annex F Enforcement Guide (ENFG) In this Annex, the text is all new and is not underlined. Insert the following new guide, the Enforcement Guide (ENFG). 1 Introduction 1.1 Overview 1.1.1 G This guide sets out key aspects of our enforcement policy where these are not provided elsewhere. It should be read alongside the Act, other relevant legislation, DEPP, the Regulatory Processes block in the FCA Handbook and our website at www.fca.org.uk/about/how-we-regulate/enforcement/. This guide applies to all enforcement investigations regardless of firms’ or individuals’ regulatory status. 1.1.2 G On our website you can find the FCA’s high-level approach to enforcement strategy, including information on case selection and when we investigate, here: www.fca.org.uk/about/how-we￾regulate/enforcement/investigation-opening-criteria. 1.1.3 G This guide covers how we conduct a typical enforcement investigation. It also contains information about other powers available, which may not apply in every investigation. 1.1.4 G This guide will be reviewed and amended as appropriate in light of further experience and developing law and practice. 1.1.5 G The material in this guide does not form part of the FCA Handbook and is not guidance on rules. It is ‘general guidance’ as defined in section 139B of the Act. 2 Conduct of typical enforcement investigations 2.1 Approach to exercising enforcement powers 2.1.1 G The FCA’s approach to exercising its enforcement powers is guided by the following principles: (1) The effectiveness of the regulatory regime depends to a significant extent on maintaining an open and cooperative relationship between the FCA and those it regulates. (2) The FCA will seek to exercise its enforcement powers in a manner that is transparent, proportionate, responsive to the issue and consistent with its publicly stated policies. (3) The FCA will seek to ensure fair treatment when exercising its enforcement powers. Page 8 of 73

FCA 2025/9 (4) The FCA will aim to change the behaviour of the person who is the subject of its action, to deter future non-compliance by others, to eliminate any financial gain or benefit from non-compliance and, where appropriate, to remedy the harm caused by the non￾compliance. 2.2 Starting investigations 2.2.1 G Our investigation opening criteria are on our website at www.fca.org.uk/about/how-we-regulate/enforcement/investigation￾opening-criteria. For information about publicity, including during FCA investigations, see ENFG 4. 2.3 Notifying the person under investigation 2.3.1 G The FCA will always give written notice of the appointment of investigators to the person under investigation if it is required under section 170 of the Act. The FCA is not always required to give written notice of the appointment of investigators. However, it will normally notify the persons that they are under investigation when the FCA exercises its statutory powers to require information from them, providing such notification will not, in the FCA’s view, prejudice its ability to conduct the investigation effectively. 2.3.2 G In certain types of investigations, the FCA may not know the identity of the perpetrator or may be looking into market circumstances at the outset of the investigation rather than investigating a particular person. These investigations could relate to potential insider dealing, market abuse, misleading statements and impressions offences, breaches of the general prohibition, the restriction on financial promotion or the prohibition on promoting collective investment schemes. In those circumstances, the FCA will give an indication of the nature and subject matter of its investigation to those who are required to provide information to assist with the investigation. As soon as a person becomes the focus of the FCA’s enquiries, the FCA will consider whether it is appropriate to notify that person that they are under investigation. 2.3.3 G If a decision to open an enforcement investigation into an individual or firm is made, the FCA will, considering the criteria applied in coming to the decision, give the reason for the referral, a summary of the circumstances and potential breaches at the start of the investigation or when otherwise notifying the person under investigation. 2.4 Scoping discussions 2.4.1 G For cases involving firms, approved persons or conduct rules staff, the FCA will determine on a case-by-case basis whether to hold scoping discussions with the firm or individuals concerned but will generally do so when specifically requested. Where scoping discussions are appropriate, they will normally be held close to the start of the investigation. The purpose of these discussions is to give the firm or individuals concerned Page 9 of 73

FCA 2025/9 in the investigation an indication of: why the FCA has appointed investigators (including the nature of and reasons for the FCA’s concerns); the scope of the investigation; how the process is likely to unfold and an indication of the likely timing, if possible, of the key milestones and next steps in the investigation; the individuals and documents the team will need access to initially and so on. There may be a limit, however, as to how specific the FCA can be about the nature of its concerns in the early stages of an investigation. The FCA team for the purposes of the scoping discussions may include the nominated supervisor if the subject is a relationship-managed firm. 2.4.2 G Throughout the investigation process, there will be an ongoing dialogue with the firm or individuals. We will aim to give periodic updates at least on a quarterly basis covering the steps taken in the investigation to date as well as the next steps in the investigation and indicative timelines. Where the nature of the FCA’s concerns changes significantly from that notified to the person under investigation and the FCA, having reconsidered the case, is satisfied that it is appropriate in the circumstances to continue the investigation, the FCA will notify the person of the change in scope. 2.5 Information gathering and investigation powers 2.5.1 G There are several ways by which the FCA gathers or receives information for its investigations – for example, by using its statutory powers under the Act or other legislation, requesting information from others (national or international authorities), and receiving voluntary information from others (firms, individuals, whistleblowers, other authorities or agencies). 2.5.2 G The FCA has various powers to gather information and appoint investigators. These include, under Part XI of the Act, powers to compel the production of documents and provision of information, to compel attendance at an interview to answer questions, and to require the production of a report by a skilled person. Some of these powers can support both the FCA’s supervisory and enforcement functions – for example, under sections 122A, 122B, 165 and 166 of the Act. In any particular case, the FCA will decide which powers, or combination of powers, are most appropriate to use, having regard to all the circumstances. The FCA also has powers to gather information and appoint investigators on behalf of an overseas regulator on request. 2.5.3 G Information may also be provided to the FCA voluntarily. For example, firms may at times commission an internal investigation or a report from an external law firm or other professional adviser and decide to pass a copy of this report to the FCA. Such reports can be very helpful for the FCA in circumstances where enforcement action is anticipated or underway. The FCA’s approach to using firm-commissioned reports in an enforcement context is set out in ENFG 3.6. 2.6 Use of statutory powers to require the production of documents, the provision of information or the answering of questions Page 10 of 73

FCA 2025/9 2.6.1 G The FCA’s standard practice is to use statutory powers to require the production of documents, the provision of information or the answering of questions in interview. This is for reasons of fairness, transparency and efficiency. It will sometimes be appropriate to depart from this standard practice. For example: (1) For suspects or possible suspects in criminal or market abuse investigations, the FCA may prefer to question that person on a voluntary basis, possibly under caution. In such a case, the interviewee does not have to answer but, if they do, those answers may be used against them in subsequent proceedings, including criminal or market abuse proceedings. (2) In the case of third parties with no professional connection with the financial services industry, such as the victims of an alleged fraud or misconduct, the FCA will usually seek information voluntarily. (3) In some cases, the FCA is asked by overseas regulators to obtain documents or information or conduct interviews on their behalf. In these cases, the FCA will consider with the overseas regulator the most appropriate method for obtaining evidence required – for example, by obtaining it voluntarily. 2.6.2 G If a person does not comply with a requirement imposed by the exercise of statutory powers, they may be held to be in contempt of court. The FCA may also choose to bring proceedings for breach of Principle 11, Statement of Principle 4 or COCON 2.1.3R as this is a serious form of non-cooperation. 2.6.3 G The FCA will not bring enforcement proceedings against a person for failing to be open and cooperative with the FCA simply because, during an investigation, they choose not to attend or answer questions at a purely voluntary interview. However, there may be circumstances in which an adverse inference may be drawn from the reluctance of a person (whether they are a firm or individual) to participate in a voluntary interview. If a person provides the FCA with misleading or untrue information, the FCA may consider acting against them. 2.7 Timeframe for responding to information and document requirements 2.7.1 G Delays in the provision of information and/or documents can have a significant impact on the efficient progression of an investigation, and so the FCA expects persons to respond to information and document requirements in a timely manner to appropriate deadlines. When an investigation is complex (and the timetable allows), the FCA may decide to issue an information or document requirement in draft, allowing a specified period (of usually no more than 3 business days) for the person to comment on the practicality of providing the information or Page 11 of 73

FCA 2025/9 documentation by the proposed deadline. After considering any comments, the FCA will then confirm or amend the request. 2.7.2 G Once it has formally issued a requirement (whether or not this has been preceded by a draft), the FCA will not usually agree to an extension of time for complying with the requirement unless compelling reasons are provided to support an extension request. 2.8 Approach to interviews and interview procedures 2.8.1 G The type of interview (eg, being voluntary or compelled) is a decision for the FCA. A person required to attend an interview using statutory powers has no entitlement to insist that the interview takes place voluntarily. If someone does not attend an interview required under the Act, they can be dealt with by the court as if they were in contempt (where the penalties can be a fine, imprisonment or both). 2.8.2 G Similarly, a person asked to attend an interview on a purely voluntary basis is not entitled to insist that they be served with a requirement. A person is not obliged to attend a voluntary interview or to answer questions put to them at that time. But they should be aware that, in an appropriate case, an adverse inference may be drawn from the failure to attend a voluntary interview, or a refusal to answer any questions at such an interview. Interviews generally 2.8.3 G Where the FCA interviews a person, it will allow the person to be accompanied by their own legal adviser. Depending on the particular facts of the case, the FCA may refuse the attendance of a particular legal advisor, where it may reasonably be assessed as potentially prejudicing the investigation or any other ongoing investigation – for example, where that legal adviser has a conflict of interest or owes a duty of disclosure to another person (including the interviewee’s employer). 2.8.4 G The FCA will also, where appropriate, explain what use can be made of the answers in proceedings against the person. Where the interview is recorded, the person will be given a copy of the audio of the interview once available and, where a transcript is made, a copy of the transcript. Interviews under caution 2.8.5 G Individuals suspected of a criminal offence may be interviewed under caution. These interviews will be subject to all the safeguards of the relevant Police and Criminal Evidence Act Codes and are voluntary on the part of the suspect. The FCA will warn the suspect at the start of the interview of their right to remain silent (and the consequences of remaining silent) and will inform the suspect that they are entitled to have their own legal adviser present. The FCA will also give a cautionary warning in similar terms to interviewees who are the subject of market abuse investigations. Page 12 of 73

FCA 2025/9 Subsequent interviews 2.8.6 G If a suspect has been interviewed by the FCA using statutory powers, before they are re-interviewed on a voluntary basis (under caution or otherwise), the FCA will explain the difference between the 2 types of interview. The FCA will also tell the individual about the limited use that can be made of their previous answers in criminal proceedings or in proceedings in which the FCA seeks a penalty for market abuse under Part VIII of the Act. 2.8.7 G Where a suspect has been interviewed under caution, and the FCA later wishes to conduct a compulsory interview with them, the FCA will explain the difference between the 2 types of interview and will notify the individual of the limited use that can be made of their answers in the compulsory interview. Interviews under arrest 2.8.8 G On occasion, where the police have a power of arrest, the FCA may make a request to the police for assistance to arrest the individual for questioning by the FCA (FCA investigators do not have powers of arrest) – for example: (1) where it appears likely that inviting an individual to attend on a voluntary basis would prejudice an ongoing investigation or risk the destruction of evidence or the dissipation of assets; or (2) where a suspect declines an invitation to attend a voluntary interview. Interviews in response to a request from an overseas regulator 2.8.9 G Where the FCA has appointed an investigator in response to a request from an overseas regulator, it may, under sections 131FA or 169(7) of the Act, direct the investigator to allow a representative of that regulator to attend, and take part in, any interview conducted for the purposes of the investigation. 2.8.10 G The factors that the FCA may consider when deciding whether to make a direction under section 169(7) include the following: (1) the complexity of the case; (2) the nature and sensitivity of the information sought; (3) the FCA’s own interest in the case; (4) costs, and the availability of resources; and (5) the availability of similar assistance to UK authorities in similar circumstances. Page 13 of 73

FCA 2025/9 2.8.11 G Under sections 131FA and 169(9) respectively, the FCA is required to prepare a statement of policy with the approval of the Treasury on the conduct of interviews attended by representatives of overseas regulators. The statement is set out in DEPP 7. 2.9 Settlement and the FCA 2.9.1 G The FCA resolves many enforcement cases by settlement. Early settlement has many potential advantages as it can result, for example, in consumers obtaining compensation earlier than would otherwise be the case, the saving of FCA and industry resources, messages getting out to the market sooner and a public perception of timely and effective action. The FCA therefore considers that it is in the public interest for matters to settle, and settle early, if possible. It can also be advantageous to subjects of investigations as it will save resources and time and bring the dispute to an end. 2.9.2 G The FCA’s policy for settlement is set out in DEPP 5 and the discount scheme for early settlement is set out in DEPP 6.7. General information regarding the settlement process can be found on the Enforcement section of the FCA’s website at www.fca.org.uk/about/how-we￾regulate/enforcement/settlement-mediation-enforcement-cases. 2.9.3 G Settlement discussions between FCA staff and the person concerned are possible at any stage of the enforcement process if both parties agree. 2.9.4 G When the FCA has a ‘sufficient understanding of the nature and gravity of the breach to make a reasonable assessment of the appropriate penalty’ (as set out in DEPP 6.7.3G), it will normally send a letter to the subject of the investigation to commence the settlement process (a ‘stage 1 letter’). 2.9.5 G The FCA will aim to give 28 days’ notice prior to the beginning of the settlement process, or stage 1, to allow the parties involved to make administrative arrangements – for example, ensuring that key staff can be available to participate where necessary in any settlement discussions. Where appropriate, the FCA will offer a preliminary without prejudice meeting to explain the FCA’s view of the misconduct (including the key factual and legal bases for our view), and to give the firm or individual an opportunity to identify where they believe there are errors in the factual basis and to indicate the extent to which they agree with the outline findings. 2.9.6 G There is no set form for a stage 1 letter, though it will always explain the nature of the misconduct, the FCA’s view on the sanction and the period within which the FCA expects any settlement discussions to be concluded. In some cases, a draft statutory notice setting out the alleged rule breaches and the proposed sanction may form part of the letter, to convey the substance of the case team’s concerns and reasons for arriving at a particular level of sanction. The FCA will identify the key evidence on which its case relies at the commencement of stage 1. While the FCA will identify the key evidence that underpins our outline findings, the FCA Page 14 of 73

FCA 2025/9 will not generally provide evidence where that evidence is already in the possession of the firm or individual. 2.9.7 G The FCA considers that 28 days following a stage 1 letter will normally be the ‘reasonable opportunity to reach agreement as to the amount of penalty’ before the expiry of stage 1 contemplated by DEPP 6.7.3G. Extensions to this period will be granted in exceptional circumstances only. Factors that will be taken into account in considering a request for extension will include the extent to which factors outside the firm’s or individual’s control will have a material impact on their ability to engage in settlement negotiations within the period set out in the stage 1 letter. 2.9.8 G Enforcement cases often involve multiple parties – for example, a firm and individuals in the firm. Enforcement action may be appropriate against just the firm, just the individuals or both. In some cases, it will not be possible to reach an acceptable settlement unless all parties are able to reach agreement. 2.9.9 G The settlement discount scheme does not apply to civil or criminal proceedings brought in the courts, or to public censures, prohibition orders, withdrawal of authorisation or approval, limitations of the period for which any approval is to have effect, or the payment of compensation or redress. 2.9.10 G The FCA will engage senior management in discussions (either heads of department or directors), liaising where appropriate with the settlement decision makers, attending a without prejudice meeting during discussions or arranging for the attendance of an appropriately senior FCA representative. 2.9.11 G A firm or individual may agree to resolve part of a case by entering into a focused resolution agreement with the FCA. Information about focused resolution agreements and the process is in DEPP 5.1.8AG. 2.10 Notice of termination of investigations 2.10.1 G Except where the FCA has issued a warning notice, and the FCA has subsequently discontinued the proceedings, the Act does not require the FCA to provide notification of the termination of an investigation or subsequent enforcement action. However, where the FCA has given a person written notice that it has appointed an investigator and later decides to discontinue the investigation without any present intention to take further action, it will confirm this to the person concerned as soon as it considers it is appropriate to do so, bearing in mind the circumstances of the case. 3 Other matters relevant to enforcement investigations 3.1 Legal review Page 15 of 73

FCA 2025/9 3.1.1 G Before a case is referred to the RDC, it will be subject to a legal review by a lawyer who has not been a part of the investigation team. A lawyer who has not been a part of the investigation team will also review warning notices before they are submitted to the settlement decision makers. 3.2 Enforcement and the FCA’s Principles for Businesses (‘the Principles’) 3.2.1 G The FCA will, in appropriate cases, take enforcement action on the basis of the Principles alone (see DEPP 6.2.14G). 3.2.2 G The FCA wishes to encourage firms to exercise judgement about, and take responsibility for, what the Principles mean for them in terms of how they conduct their business. But we also recognise the importance of an environment in which firms understand what is expected of them. So we have indicated that firms must be able reasonably to predict, at the time of the action concerned, whether the conduct would breach the Principles. The FCA will not take enforcement action unless it was possible to determine at the time that the relevant conduct fell short of our requirements. 3.2.3 G To determine whether there has been a failure to comply with a Principle, the standards we will apply are those required by the Principles at the time the conduct took place. The FCA will not apply later, higher standards to behaviour when deciding whether to take enforcement action for a breach of the Principles. However, where conduct falls below expected standards, the FCA considers that it is legitimate for consequences to follow, even if the conduct is widespread within the industry or the Principle is expressed in general terms. 3.3 Enforcement and the FCA’s individual conduct rules and senior management responsibility 3.3.1 G The conduct rules in COCON set minimum standards of individual behaviour in financial services. Where senior managers have failed to meet our standards, the FCA will, where appropriate, bring cases against individuals as well as, or instead of, firms. The FCA believes that deterrence will most effectively be achieved by making these individuals realise the consequences of their actions. The FCA’s policy on disciplinary action against senior management and against other individuals under section 66 of the Act is set out in DEPP 6.2.4G to DEPP 6.2.9-BG. The FCA’s policy on prohibition and withdrawal of approval is set out in ENFG 5. 3.4 FCA guidance and supporting materials 3.4.1 G The FCA uses guidance and other materials to supplement the Principles or other rules where it considers that this would help firms to decide what action they need to take to meet the necessary standard. 3.4.2 G Guidance is not binding on those to whom the FCA’s rules apply. Nor are the variety of materials (such as case studies showing good or bad Page 16 of 73

FCA 2025/9 practice, FCA speeches and generic letters written by the FCA to chief executives in particular sectors) published to support the rules and guidance in the Handbook. These materials are intended to illustrate ways (but not the only ways) in which a person can comply with the relevant rules. If a firm has complied with the Principles and other rules, it does not matter whether it has also complied with other material the FCA has issued (see DEPP 6.2.1G(4)). 3.4.3 G Guidance and supporting materials are, however, potentially relevant to an enforcement case and a decision maker may take them into account in considering the matter. Examples of the ways in which the FCA may seek to use guidance and supporting materials in an enforcement context include, but are not limited to: (1) helping to assess whether it could reasonably have been understood or predicted at the time that the conduct in question fell below the standards required by the Principles; (2) explaining the regulatory context; (3) informing a view of the overall seriousness of the breaches; (4) informing the consideration of a firm’s defence that the FCA was judging the firm on the basis of retrospective standards; and (5) being considered as part of expert or supervisory statements in relation to the relevant standards at the time. 3.4.4 G The extent to which guidance and supporting materials are relevant will depend on all the circumstances of the case. It is for the decision maker – whether the RDC, Tribunal or an executive decision maker – to determine this on a case-by-case basis. 3.4.5 G The FCA may take action in areas in which it has not issued guidance or supporting materials. 3.5 Industry guidance and FCA-recognised industry codes 3.5.1 G The FCA believes that industry guidance and industry codes of conduct have an important part to play in a principles-based regulatory environment, and that firms and individuals may choose to follow such guidance, and firms to have regard to such codes, as a means of seeking to meet the FCA’s requirements and to conform to proper standards of market conduct. This will be true especially where industry guidance and industry codes of conduct have been ‘confirmed’ or ‘recognised’ by the FCA – see DEPP 6.2.1G(4) and DEPP 6.2.1G(4A). 3.5.2 G However, FCA-confirmed industry guidance, FCA-recognised industry codes and non-recognised codes are not mandatory. The FCA does not regard adherence to industry guidance, or to industry or market codes, as the only means of complying with applicable FCA rules and Principles. Page 17 of 73

FCA 2025/9 3.5.3 G Industry guidance may be relevant to an enforcement case in similar ways to those described at ENFG 3.4.3G. The specific status of FCA-confirmed industry guidance will be considered when the FCA assesses the relevance of industry guidance in its investigations. 3.6 FCA approach to firms conducting their own investigations in anticipation of enforcement action Firm-commissioned reports: the desirability of early discussion and agreement where enforcement is anticipated 3.6.1 G The FCA recognises that there are good reasons for firms to carry out their own investigations. This might be for, for example, disciplinary purposes, general good management, or operational and risk control. A firm needs to know the extent of any problem, and it may want advice about immediate or short-term measures it needs to take to mitigate or correct any problems identified. The FCA encourages this proactive approach and does not wish to interfere with a firm’s legitimate procedures and controls. 3.6.2 G A firm’s report – produced internally or by an external third party – may also be useful to the FCA where there is an issue of regulatory concern. Sharing the outcome of an investigation can potentially save time and resources for both parties, particularly where there is a possibility of the FCA taking enforcement action in relation to a firm’s perceived misconduct or failing. This does not mean that firms are under any obligation to share the content of legally privileged reports they are given or advice they receive. It is for the firm to decide whether to provide such material to the FCA. But a firm’s willingness to volunteer the results of its own investigation, whether protected by legal privilege or otherwise, is welcomed by the FCA and is something the FCA may take into account when deciding what action to take, if any. (The FCA’s approach to deciding whether to take action is described in more detail in DEPP 6.2.) 3.6.3 G Work done or commissioned by the firm does not prevent the FCA from using its statutory powers – for example, to require a skilled person’s report under section 166 of the Act or to carry out a formal enforcement investigation. A report commissioned by the firm cannot be a substitute for regulatory action, although it may help the FCA decide on the appropriate action to take – for example, by narrowing the issues or removing the need for certain work. 3.6.4 G The FCA invites firms to consider, in particular, whether to discuss the commissioning and scope of a report with FCA staff where: (1) firms have informed the FCA of an issue of potential regulatory concern, as required by SUP 15; or (2) the FCA has indicated that an issue or concern has or may result in an enforcement investigation. Page 18 of 73

FCA 2025/9 3.6.5 G The FCA’s approach in commenting on the proposed scope and purpose of the report will vary according to the circumstances in which the report is commissioned; it does not follow that the FCA will want to be involved in discussing the scope of a report in every situation. But if the firm anticipates that it will proactively disclose a report to the FCA in the context of an ongoing or prospective enforcement investigation, the potential use and benefit to be derived from the report will be greater if the FCA has had the chance to comment on its proposed scope and purpose. 3.6.6 G In certain circumstances the FCA may prefer that a firm does not commission its own investigation (whether an internal audit report or a report by external advisers) because action by the firm could itself be damaging to an FCA investigation. This is true in particular of criminal investigations, where alerting the suspects could have adverse consequences. For example, where the FCA suspects that individuals are abusing positions of trust within financial institutions and that an insider dealing ring is operating, it might notify the relevant firm but would not want the firm to embark on its own investigation: to do so would alert those under investigation and prejudice ongoing monitoring of the suspects and other action. Firms are therefore encouraged to be alive to the possibility that their own investigations could prejudice or hinder a subsequent FCA investigation and, if in doubt, to discuss this with the FCA. The FCA recognises that firms may be under time and other pressures to establish the relevant facts and implications of possible misconduct, and will have regard to this in discussions with the firm. 3.6.7 G Nothing in ENFG 3.6.1G to ENFG 3.6.6G extends or increases the scope of the existing duty to report facts or issues to the FCA in accordance with SUP 15 or Principle 11. Firm-commissioned reports: material gathered 3.6.8 G Where a firm does conduct or commission an investigation, it is very helpful if the firm maintains a proper record of the enquiries made and interviews conducted. This will inform the FCA’s judgement about whether any further work is needed and, if so, where the FCA’s efforts should be focused. 3.6.9 G How the results of an investigation are presented to the FCA may differ from case to case. The FCA will take a pragmatic and flexible approach when deciding how to receive the results of an investigation. However, if the FCA is to rely on a report as the basis for taking action or not, it is important that the firm should be prepared to give the FCA underlying material on which the report is based as well as the report itself. This includes, for example, notes of interviews conducted by the lawyers, accountants or other professional experts carrying out the investigation, etc. Page 19 of 73

FCA 2025/9 3.6.10 G The FCA is not able to require the production of ‘protected items’, as defined in the Act, but it is not uncommon for there to be disagreement with firms about the scope of this protection and whether certain documents attract privilege. If a firm decides to give a report to the FCA, the FCA considers that the greatest mutual benefit is most likely to flow from disclosure of the report itself and any supporting papers. A reluctance to disclose these source materials will, in the FCA’s opinion, devalue the usefulness of the report and may require the FCA to undertake additional enquiries. Firm-commissioned reports: FCA use of reports and the protection of privileged and confidential material 3.6.11 G Firms may seek to restrict the use to which a report can be put, or assert that the report attracts legal privilege. The FCA will accept reports or other materials on a limited waiver of privilege basis as set out below but without agreeing the fact or extent to which they are legally privileged. 3.6.12 G The FCA understands that the concept of a limited waiver of legal privilege is not one which is recognised in all jurisdictions: the FCA considers that English law does permit such ‘limited waiver’ and that legal privilege could still be asserted against third parties notwithstanding disclosure of a report to the FCA. However, the FCA cannot accept any condition or stipulation which would purport to restrict its ability to use the information in the exercise of the FCA’s statutory functions. In this sense, the FCA cannot ‘close its eyes’ to information received or accept that information should, for example, be used only for the purposes of supervision but not for enforcement. 3.6.13 G This does not mean that information provided to the FCA is unprotected. The FCA is subject to strict statutory restrictions on the disclosure of confidential information (as defined in section 348 of the Act), breach of which is a criminal offence (under section 352 of the Act). Reports and underlying materials provided voluntarily to the FCA by a firm, whether covered by legal privilege or not, are confidential for these purposes and benefit from the statutory protections. 3.6.14 G Even in circumstances where disclosure of information would be permitted under the ‘gateways’ set out in the Financial Services and Markets Act 2000 (Disclosure of Confidential Information) Regulations 2001, the FCA will consider carefully whether it would be appropriate to disclose a report provided voluntarily by a firm. If the FCA contemplates disclosing a report voluntarily provided by a firm, the firm will normally be notified and given the opportunity to make representations about the proposed disclosure. The exceptions to this include circumstances where disclosure is urgently needed, where notification might prejudice an investigation or defeat the purpose for which the information had been requested, or where notification would be inconsistent with the FCA’s international obligations. Page 20 of 73

FCA 2025/9 3.7 Joint investigations with the PRA 3.7.1 G A need for a joint investigation with the PRA may arise where either the FCA or the PRA identifies circumstances which suggest that a firm or individual has committed misconduct that adversely affects both regulators’ statutory objectives. In such cases, the regulators will determine whether they should carry out separate but coordinated investigations, or whether it would be more appropriate for one of the regulators to carry out an investigation, keeping the other informed. 3.7.2 G In such cases, the FCA will attempt to ensure that the subject of the investigation is not prejudiced or unduly inconvenienced by the fact that there are 2 investigating authorities. The FCA and PRA investigation teams will keep each other and their respective supervisory teams informed about the progress of the investigation. Discussions with the firm or individual under investigation should normally occur with the representatives of both regulators present. 3.7.3 G Both the FCA and the PRA will seek to ensure that, as far as possible, their respective processes (whether for contested or settlement decision￾making) occur in a coordinated and timely manner in a joint investigation. For example, the regulators will, where appropriate, endeavour to settle a joint investigation into a relevant firm or individual simultaneously. 3.8 Assisting overseas authorities 3.8.1 G The FCA views cooperation with its overseas counterparts as an essential part of its regulatory functions. Section 354A of the Act imposes a duty on the FCA to take such steps as it considers appropriate to cooperate with others who exercise functions similar to its own. This duty extends to authorities in the UK and overseas. In fulfilling this duty, the FCA may share information which it is not prevented from disclosing, including information obtained in the course of the FCA’s own investigations, or exercise certain of its powers under Part XI of the Act. 3.8.2 G The FCA has various powers to assist overseas regulators, including to conduct investigations on their behalf, to compel the production of documents and provision of information, and to compel attendance at an interview to answers questions. 3.9 Commencing civil proceedings 3.9.1 G Decisions about whether to apply to the civil courts for: (1) injunctions (or in Scotland, interdicts); (2) restitution orders; or (3) insolvency orders, Page 21 of 73

FCA 2025/9 under the Act, or other enactments giving the FCA the power to apply for such orders, will be made by an executive director or a director in Enforcement. 4 Publicity 4.1 Publicity during FCA investigations 4.1.1 G The FCA will not normally make public the fact that it is or is not investigating a particular matter, or any of the findings or conclusions of an investigation except as described in other sections of this chapter. The following paragraphs deal with the circumstances in which the FCA may make a public announcement that it is or is not investigating a particular matter. 4.1.2 G The principal test is that described in ENFG 4.1.4G to ENFG 4.1.5G (the exceptional circumstances test). Notwithstanding this, the FCA may also make announcements concerning suspected unauthorised activity or a suspected criminal offence in relation to unregulated activity as set out in ENFG 4.1.6G, reactive announcements as set out in ENFG 4.1.7G and anonymous announcements as set out in ENFG 4.1.8G. Any announcement will be subject to the restriction on disclosure of confidential information in section 348 of the Act and restrictions imposed by data protection legislation and other applicable statutory restrictions. 4.1.3 G Where the matter in question has occurred in the context of a takeover bid, and the circumstances in (1) and (2) apply, the FCA may make a public announcement that it is not investigating, and does not propose to investigate, the matter. Those circumstances are where the FCA: (1) has not appointed, and does not propose to appoint, investigators; and (2) considers (following discussion with the Takeover Panel) that such an announcement is appropriate in the interests of preventing or eliminating public uncertainty, speculation or rumour. 4.1.4 G Where it is investigating any matter, the FCA will, in exceptional circumstances, make a public announcement that it is doing so if it considers such an announcement is desirable to: (1) maintain public confidence in the UK financial system or the market; (2) protect consumers or investors; (3) prevent widespread malpractice; (4) help the investigation itself, for example by bringing forward witnesses; or Page 22 of 73

FCA 2025/9 (5) maintain the smooth operation of the market. In deciding whether to make an announcement, the FCA will consider the potential prejudice that it believes may be caused to any persons who are, or who are likely to be, a subject of the investigation. 4.1.5 G The exceptional circumstances referred to above may arise where the matters under investigation have become the subject of public concern, speculation or rumour. In this case it may be desirable for the FCA to make public the fact of its investigation in order to allay concern, or contain the speculation or rumour. Where the matter in question relates to a takeover bid, the FCA will discuss any announcement beforehand with the Takeover Panel. 4.1.6 G Where the FCA is investigating suspected unauthorised activity or a suspected criminal offence in relation to an unregulated activity, there are often concerns around consumer harm and the FCA generally has no supervisory, intervention or oversight powers to protect relevant consumers. The FCA may make public that it is investigating a named person for suspected unauthorised activity or for a suspected criminal offence in relation to an unregulated activity if it considers such an announcement is desirable for the purpose of warning or alerting consumers or investors, or to help the investigation itself – for example, by bringing forward witnesses. In deciding whether to make an announcement, the FCA will consider the potential prejudice that it believes may be caused to any persons who are, or who are likely to be, a subject of the investigation. 4.1.7 G The FCA may make a public announcement confirming that it is investigating a named person if that fact has already been made public by that person, an affiliated company or a regulatory body, government or public body. The FCA’s announcement may also confirm the subject matter of the investigation to the extent that it has already been made public in that manner. 4.1.8 G The FCA may make public that it is investigating a particular matter without naming or otherwise identifying the subject of the investigation, where it is desirable for the purpose of educating persons generally as to the types of conduct that the FCA is investigating or to encourage compliance with the FCA’s rules or other requirements. 4.1.9 G The FCA will not normally publish details of the information found or conclusions reached during its investigations. In many cases, statutory restrictions on the disclosure of information obtained by the FCA in the course of exercising its functions are likely to prevent publication (see section 348 of the Act). In exceptional circumstances, and where it is not prevented from doing so, the FCA may publish details. Circumstances in which it may do so include those where the fact that the FCA is investigating has been made public, by the FCA or otherwise, and the FCA subsequently concludes that the concerns that prompted the Page 23 of 73

FCA 2025/9 investigation were unwarranted. This is particularly so if the firm under investigation wishes the FCA to clarify the matter. 4.2 Publicity of statutory notices Warning notice statements 4.2.1 G The FCA has discretion to publish information about warning notices which fall within section 391(1ZB) of the Act. These are essentially disciplinary warning notices – for example, where the FCA is proposing to censure, fine, or impose a suspension, restriction, condition or limitation on a firm or individual. The power to publish information does not apply to warning notices that propose only protective measures – for example, to prohibit an individual, withdraw the approval of an individual or cancel the permission of a firm. 4.2.2 G The RDC will take the decisions on whether to exercise the power to publish information about a warning notice and, if so what information to publish, after it has consulted with the persons to whom the warning notice has been given or copied. The procedure the FCA will follow when making these decisions is set out in DEPP 3. 4.2.3 G Where the settlement decision makers decide to issue a warning notice, they may also take the decision on whether to exercise the power to publish information about a warning notice. The FCA expects that the settlement decision makers are unlikely to decide that it is appropriate to publish information about a warning notice where a focused resolution agreement has been entered into and where it is likely that a final notice will shortly follow, save in exceptional circumstances. The procedure the FCA will follow when making these decisions is set out in DEPP 5. 4.2.4 G The principal purpose of this power is to promote the early transparency of enforcement proceedings. This has several benefits, including the following: (1) consumers, firms and market users will be able to understand the types of behaviour that the FCA considers unacceptable at an earlier stage, which in turn should encourage more compliant behaviour; (2) by showing at an earlier stage that the FCA is taking action, confidence in the FCA and the regulatory system should be enhanced; (3) there will be more openness in respect of the enforcement process, which will generally be in the public interest; and (4) it aligns the stage at which publicity is given in regulatory cases with the stage at which publicity is given in civil and criminal cases. Page 24 of 73

FCA 2025/9 4.2.5 G The FCA will take the following steps in considering whether it is appropriate to exercise this power: (1) It will consider whether it is appropriate to publish details of the warning notice in order to enable consumers, firms and market users to understand the nature of the FCA’s concerns. The FCA will consider the circumstances of each case but expects normally to consider it appropriate to publish these details. (2) Where the FCA considers it is appropriate to publish details of the warning notice, it will consider whether it is also appropriate to identify the subject of the warning notice. The FCA will consider the circumstances of each case but expects normally that it will be appropriate to identify a firm, but that it will not be appropriate to identify an individual. This is because the potential harm caused to an individual from publication at this stage of the enforcement proceedings will normally exceed the benefits of early transparency. However, there may be circumstances where the FCA considers identification of an individual appropriate – for example, where: (a) it is not possible to describe the nature of its concerns without making it possible to identify the individual; (b) it is necessary to avoid other persons being mistakenly believed to be the individual in breach; (c) it would help to protect consumers or investors; (d) it is necessary to maintain public confidence in the UK financial system or the market; or (e) it is desirable to quash rumours in the market. (3) The FCA will then consider whether any of the grounds set out in section 391(6) of the Act prohibiting publication apply. One of these grounds is whether publication would be unfair. In considering this ground, the FCA will have regard to, among other matters, whether the person with respect to whom the action was proposed to be taken is a firm or an individual, the size of a firm, and the extent to which the person has been made aware of the case against them during the course of the investigation. (4) The FCA will also have regard to restrictions imposed by the data protection legislation when deciding whether to publish a warning notice statement relating to an individual. (5) Where the FCA considers it is appropriate either to publish details of the warning notice without identifying its subject, or to publish details of the warning notice and identify its subject, it will consult the persons to whom the notice is given or copied. Page 25 of 73

FCA 2025/9 4.2.6 G A person to whom the warning notice is given or copied who seeks to demonstrate potential unfairness from publication must provide clear and convincing evidence of how that unfairness may arise and how they could suffer a disproportionate level of damage. For example, this may be the case if publication could materially affect the person’s health, result in bankruptcy or insolvency, a loss of livelihood or a significant loss of income, or prejudice criminal proceedings to which they are a party. The FCA is more likely to consider that the negative impact of publication on a person’s reputation amounts to unfairness if the person also provides evidence of the harm that they could suffer as a consequence of the damage to their reputation. Arguments made solely on the basis that it is unfair for the FCA to have the power to publish information at this point of the enforcement process will have no effect on the FCA’s decision. Similarly, arguments about the merits of the warning notice itself will not be material to publication decisions. 4.2.7 G If, after consulting the persons to whom the notice is given or copied, the FCA still considers it is appropriate to publish information about a warning notice, it will publish this information in a statement (a warning notice statement). This will ordinarily include a summary of the facts which gave rise to the warning notice to enable consumers, firms and market users to understand the nature of the FCA’s concerns. Where the FCA considers it appropriate to identify the subject of the warning notice, it will also include details of: (1) the name of the firm or individual; (2) additional information to enable the identification of the firm or individual; and (3) in the case of an approved person or conduct rules staff, their employer at the relevant time. 4.2.8 G As the FCA may only publish information about disciplinary warning notices, it will not publish details of all the sanctions it is seeking to impose (for example, the fact that it is proposing to prohibit an individual as well as impose a fine). 4.2.9 G Any warning notice statement the FCA publishes will make clear that: (1) the warning notice is not the final decision of the FCA; (2) the recipient has the right to make representations to the RDC which, in light of those representations, will decide on the appropriate action and whether to issue a decision notice; and (3) if a decision notice is issued, the subject of the notice will have the right to refer the matter to the Tribunal, which will reach an independent decision on the appropriate action for the FCA to take. Page 26 of 73

FCA 2025/9 4.2.10 G Publication will generally include placing the warning notice statement on the FCA website. The FCA will also consider what information about the matter should be included on the Financial Services Register, if any. Decision notices and final notices 4.2.11 G The FCA will consider the circumstances of each case, but will ordinarily publicise enforcement action where this has led to the issue of a final notice. The FCA may also publicise enforcement action where this has led to the issue of a decision notice. The FCA will decide on a case-by-case basis whether to publish information about the matter to which a decision notice relates, but expects normally to publish a decision notice if the subject of enforcement action decides to refer the matter to the Tribunal. The FCA may also publish a decision notice before a person has decided whether to refer the matter to the Tribunal if the FCA considers that there is a compelling reason to do so. If a person decides not to refer a matter to the Tribunal, the FCA will generally only publish a final notice. 4.2.12 G If the FCA intends to publish a decision notice, it will give advance notice of its intention to the person to whom the decision notice is given and to any third party to whom a copy of the notice is given. The FCA will consider any representations made, but will normally not decide against publication solely because it is claimed that publication could have a negative impact on a person’s reputation. The FCA will also not decide against publication solely because a person asks for confidentiality when they refer a matter to the Tribunal. 4.2.13 G Publication will generally include placing the decision notice or final notice on the FCA website and this will often be accompanied by a press release. If a decision notice or final notice is published, the FCA will update the Financial Services Register to reflect the actions taken. 4.2.14 G However, as required by the Act, the FCA will not publish information if publication of it would, in its opinion, be unfair to the person in respect of whom the action is taken, prejudicial to the interests of consumers or detrimental to the stability of the UK financial system. 4.2.15 G Publishing notices is important to ensure the transparency of FCA decision-making; it informs the public and helps to maximise the deterrent effect of enforcement action. The FCA will on request review warning notice statements, decision notices, final notices and related press releases that are published on the FCA’s website. The FCA will determine at that time whether continued publication is appropriate, or whether notices and publicity should be removed or amended. 4.2.16 G In carrying out its review, the FCA will consider all relevant factors. In particular, the FCA will take into account: (1) the seriousness of the person’s misconduct; Page 27 of 73

FCA 2025/9 (2) the nature of the action taken by the FCA and the level of any sanction imposed on the person; (3) whether the FCA has continuing concerns in respect of the person and any risk they might pose to the FCA’s objectives; (4) whether the person is a firm or an individual; (5) whether the publication sets out the FCA’s expectations regarding behaviour in a particular area and, if so, whether that message still has educational value; (6) public interest in the case (both at the time and subsequently); (7) whether continued publication is necessary for deterrence, consumer protection or market confidence reasons; (8) how much time has passed since publication; and (9) any representations made by the person on the continuing impact on them of the publication. 4.2.17 G The FCA expects usually to conclude that warning notice statements, notices and related press releases that have been published for less than 6 years should not be removed from the website, and that notices and related press releases relating to prohibition orders which are still applicable should not be removed from the website, regardless of the length of time they have been published. If applicable, the FCA will have regard to data protection legislation when determining whether continued publication is appropriate. 4.2.18 G In cases where the FCA publishes a warning notice statement and the FCA subsequently decides not to take any further action, or where it publishes a decision notice and the subject of enforcement action successfully refers the matter to the Tribunal, the FCA will make it clear on its website that the warning notice or the decision notice no longer applies. The FCA will normally do this by publishing a notice of discontinuance with the consent of the person to whom the notice of discontinuance has been copied, or by adding a note at the top of the first page of published notices on its website with information about its decision. 4.2.19 G In other cases where a case is resolved following the publication of a warning notice statement, the FCA will consider on a case-by-case basis whether to update its website to explain what the outcome was of the case described in the warning notice statement. Where the warning notice statement was issued on an anonymised basis, the FCA will at the same time consider the extent to which it is appropriate to identify the subject of the statement. Publicity in RDC cases Page 28 of 73 4.3

FCA 2025/9 4.3.1 G The chair of the RDC, or their relevant deputy, will approve the contents of press releases to be published by the FCA in cases in which the decision to take action was made by the RDC, unless the RDC’s decision is superseded by a decision of the Tribunal. 4.4 Publicity during, or upon the conclusion of, civil action 4.4.1 G Civil court proceedings nearly always take place in public from the time they begin. Therefore, civil proceedings for an injunction (see ENFG App 1.1) or a restitution order, for example, will often be public as soon as they start. 4.4.2 G The FCA considers it generally appropriate to publish details of its successful applications to the court for civil remedies, including injunctions or restitution orders. For example, where the court has ordered an injunction to prohibit further illegal regulated activity, the FCA thinks it is appropriate to publicise this to tell consumers of the position and help them avoid dealing with the person who is the subject of the injunction. Similarly, a restitution order may be publicised to protect and inform consumers and maintain market confidence. However, there may be circumstances when the FCA decides not to publicise, or not to do this immediately. These circumstances might, for example, be where publication could damage confidence in the UK financial system or undermine market integrity in a way that would be prejudicial to the interests of consumers. 4.5 Publicity during, or on the conclusion of, criminal action (see chapter 6) 4.5.1 G The FCA will normally publicise the outcome of public hearings in criminal prosecutions. 4.5.2 G When conducting a criminal investigation, the FCA will generally consider making a public announcement when suspects are arrested, when search warrants are executed and when charges are laid. A public announcement may also be made at other stages of the investigation when this is considered appropriate. 4.5.3 G The FCA will always be very careful to ensure that any FCA publicity does not prejudice the fairness of any subsequent trial. 4.6 Behaviour in the context of takeover bid 4.6.1 G Where the behaviour to which a decision notice, final notice, civil action, or criminal action relates has occurred in the context of a takeover bid, the FCA will consult the Takeover Panel over the timing of publication if the FCA believes that publication may affect the timetable or outcome of that bid, and will give due weight to the Takeover Panel’s views. 4.7 The Financial Services Register: publication of prohibitions of individuals (see chapter 5) Page 29 of 73

FCA 2025/9 4.7.1 G Once the decision to make a prohibition order is no longer open to review, the FCA will consider what additional information about the circumstances of the prohibition order to include on the Financial Services Register. The FCA will balance any possible prejudice to the individual concerned against the interests of consumer protection. The FCA’s normal approach to maintaining information about a prohibition order on the Financial Services Register is as follows: (1) The FCA will maintain an entry on the Financial Services Register while a prohibition order is in effect. If the FCA grants an application to vary the order, it will make a note of the variation on the Financial Services Register. (2) Where the FCA grants an application to revoke a prohibition order, it will make a note on the Financial Services Register that the order has been revoked, giving reasons for the revocation. The availability to firms and consumers of a full record of FCA action taken in relation to an individual’s fitness and propriety will help the FCA in furthering its statutory objectives. In particular, it will help with protecting consumers and the maintaining of confidence in the UK financial system. (3) The FCA will maintain an annotated record of revoked prohibition orders for 6 years from the date of the revocation, after which time it will remove the record from the Financial Services Register. 5 Prohibition orders and withdrawal of approval 5.1 Introduction 5.1.1 G The FCA’s power under section 56 of the Act to prohibit individuals who are not fit and proper from carrying out functions in relation to regulated activities helps the FCA to work towards achieving its statutory objectives. The FCA may exercise this power to make a prohibition order where it considers that, to achieve any of those objectives, it is appropriate either to prevent an individual from performing any function in relation to regulated activities, or to restrict the functions which they may perform. 5.1.2 G The FCA’s effective use of the power to withdraw approval from an approved person will also help ensure high standards of regulatory conduct by preventing an approved person from continuing to perform the controlled function to which the approval relates if they are not a fit and proper person to perform that function. Where it considers this is appropriate, the FCA may prohibit an approved person, in addition to withdrawing their approval. 5.2 The FCA’s general policy 5.2.1 G In deciding whether to make a prohibition order and/or, in the case of an approved person, to withdraw its approval, the FCA will consider all the Page 30 of 73

FCA 2025/9 relevant circumstances, including whether other enforcement action should be taken or has been taken already against that individual by the FCA. The FCA will also consider whether enforcement action has been taken against the individual by other enforcement agencies or designated professional bodies. 5.2.2 G In appropriate cases, the FCA will take other enforcement action against the individual in addition to seeking a prohibition order and/or withdrawing their approval, including the use of its powers to: impose a financial penalty or issue a public censure; apply for an injunction to prevent dissipation of assets; stop any continuing misconduct; order restitution; apply for an insolvency order or an order against debt avoidance; and/or prosecute certain criminal offences. 5.2.3 G The FCA has the power to make a range of prohibition orders depending on the circumstances of each case and the range of regulated activities to which the individual’s lack of fitness and propriety is relevant. Depending on the circumstances of each case, the FCA may seek to prohibit individuals from performing any class of function in relation to any class of regulated activity, or it may limit the prohibition order to specific functions in relation to specific regulated activities. The FCA may also make an order prohibiting an individual from being employed by a particular firm, type of firm or any firm. 5.2.4 G The scope of a prohibition order will depend on the range of functions which the individual concerned performs in relation to regulated activities, the reasons why they are not fit and proper and the level of risk which they pose to consumers or the market generally. 5.2.5 G Where the FCA issues a prohibition order, it may indicate in the decision notice or final notice that it would be minded to revoke the order on the application of the individual in the future, in the absence of new evidence that the individual is not fit and proper. If the FCA gives such an indication, it will specify the number of years after which it would be minded to revoke or vary the prohibition on an application. However, the FCA will only adopt this approach in cases where it considers it appropriate in all the circumstances. The FCA would not be obliged to revoke an order after the specified period even where it gave such an indication. Further, if an individual’s prohibition order is revoked, they would still have to satisfy the FCA as to their fitness for a particular role in relation to any future application for approval to perform a controlled function. 5.3 Prohibition orders and withdrawal of approval – approved persons 5.3.1 G When the FCA has concerns about the fitness and propriety of an approved person, it may consider whether it should prohibit that person from performing functions in relation to regulated activities, withdraw its approval or both. In deciding whether to withdraw its approval and/or make a prohibition order, the FCA will consider in each case whether its Page 31 of 73

FCA 2025/9 statutory objectives can be achieved adequately by imposing disciplinary sanctions – for example, public censures or financial penalties. 5.3.2 G When the FCA decides whether to make a prohibition order against an approved person and/or withdraw its approval, the FCA will consider all the relevant circumstances of the case. These may include, but are not limited to, those set out below: (1) the matters set out in section 61(2) of the Act; (2) whether the individual is fit and proper to perform functions in relation to regulated activities. The criteria for assessing the fitness and propriety of approved persons are set out in FIT 2.1 (Honesty, integrity and reputation), FIT 2.2 (Competence and capability) and FIT 2.3 (Financial soundness); (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 (b) been knowingly concerned in a contravention by the relevant firm of a requirement imposed on the firm by or under the Act (including the Principles and other rules), the AIFMD UK regulation or any qualifying provision specified, or of a description specified, for the purpose of section 66(2) by the Treasury by order; (4) whether the approved person has engaged in market abuse; (5) the relevance and materiality of any matters indicating unfitness; (6) the length of time since the occurrence of any matters indicating unfitness; (7) the particular controlled function the approved person is (or was) performing, the nature and activities of the firm concerned and the markets in which they operate; (8) the level of risk which the individual poses to consumers and to confidence in the UK financial system; (9) the previous disciplinary record and general compliance history of the individual, including whether the FCA, any previous regulator, designated professional body or other domestic or international regulator has previously imposed a disciplinary sanction on the individual; and (10) where the approved person is an SMF manager, whether they would be a fit and proper person to perform functions in relation to regulated activities if the FCA varied their approval by Page 32 of 73

FCA 2025/9 imposing one or more conditions and, if so, whether it is appropriate for the FCA to exercise its power to impose such conditions, instead of making a prohibition order or withdrawing the approved person’s approval. 5.3.3 G The FCA may have regard to the cumulative effect of a number of factors which, when considered in isolation, may not be sufficient to show that the individual is not fit and proper to continue to perform a controlled function or other function in relation to regulated activities. It may also take account of the particular controlled function which an approved person is performing for a firm, the nature and activities of the firm concerned and the markets within which it operates. 5.3.4 G Due to the diverse nature of the activities and functions which the FCA regulates, it is not possible to produce a definitive list of matters which the FCA might take into account when considering whether an individual is not a fit and proper person to perform a particular, or any, function in relation to a particular, or any, firm. 5.3.5 G The following are examples of types of behaviour which have previously resulted in the FCA deciding to issue a prohibition order or withdraw the approval of an approved person: (1) providing false or misleading information to the FCA, including information relating to identity, ability to work in the United Kingdom and business arrangements; (2) failure to disclose material considerations on application forms, such as details of county court judgments, criminal convictions and dismissal from employment for regulatory or criminal breaches. The nature of the information not disclosed can also be relevant; (3) acts of dishonesty; (4) serious lack of competence; and (5) serious breaches of 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; and failing to remedy breaches of the general prohibition or to ensure that a firm acted within the scope of its permissions. 5.3.6 G Certain matters that do not fit squarely, or at all, within the matters referred to above may also fall to be considered. In these circumstances, the FCA will consider whether the conduct or matter in question is relevant to the individual’s fitness and propriety. Page 33 of 73

FCA 2025/9 5.3.7 G Where the FCA considers that it is appropriate to withdraw an individual’s approval to perform a controlled function within a particular firm, it will also consider, at the very least, whether it should prohibit the individual from performing that function more generally. Depending on the circumstances, it may consider that the individual should also be prohibited from performing other functions. 5.3.8 G The FCA will consult the PRA before withdrawing an approval given by the PRA. 5.4 Prohibition orders against other individuals 5.4.1 G Where the FCA is considering making a prohibition order against an individual other than an individual referred to in ENFG 5.3.1G to ENFG 5.3.7G, the FCA will consider the level of the risk posed by the individual, and may prohibit the individual where it considers that this is appropriate to achieve one or more of its statutory objectives. For that, the FCA will consider all the relevant circumstances of the case, including the factors set out in ENFG 5.3.2G, if appropriate. 5.5 Applications for variation or revocation of prohibition orders 5.5.1 G When considering whether to grant or refuse an application to revoke or vary a prohibition order, the FCA will consider all the relevant circumstances of a case. These may include, but are not limited to: (1) the seriousness of the misconduct or other unfitness that resulted in the order; (2) the amount of time since the original order was made; (3) any steps taken subsequently by the individual to remedy the misconduct or other unfitness; (4) any evidence which, had it been known to the FCA at the time, would have been relevant to the FCA’s decision to make the prohibition order; (5) all available information relating to the individual’s honesty, integrity or competence since the order was made, including any repetition of the misconduct which resulted in the prohibition order being made; (6) where the FCA’s finding of unfitness arose from incompetence rather than from dishonesty or lack of integrity, evidence that this unfitness has been or will be remedied. For example, this may be achieved by the satisfactory completion of relevant training and obtaining relevant qualifications, or by supervision of the individual by their employer; (7) the financial soundness of the individual concerned; and Page 34 of 73

FCA 2025/9 (8) whether the individual will continue to pose the level of risk to consumers or confidence in the UK financial system which resulted in the original prohibition if it is lifted. 5.5.2 G When considering whether to grant or refuse an application to revoke or vary a prohibition order, the FCA will take into account any indication given by the FCA in the final notice that it is minded to revoke or vary the prohibition order on application after a certain number of years (see ENFG 5.2.5G). 5.5.3 G If the individual applying for a revocation or variation of a prohibition order proposes to take up an offer of employment to perform a controlled function, the FCA will take this into account when considering whether to grant or refuse the application. 5.5.4 G The FCA will not generally grant an application to vary or revoke a prohibition order unless it is satisfied that: the proposed variation will not result in a reoccurrence of the risk to consumers or confidence in the UK financial system that resulted in the order being made; and the individual is fit to perform functions in relation to regulated activities generally, or to those specific regulated activities in relation to which the individual has been prohibited. The FCA will assess the individual’s fitness and propriety to perform these functions on the basis of the criteria in FIT 2.1 (Honesty, integrity and reputation), FIT 2.2 (Competence and capability) and FIT 2.3 (Financial soundness). 5.5.5 G The FCA will consult the PRA before varying or revoking a prohibition order if, as a result of the variation or revocation, an individual will either be prohibited from, or no longer be prohibited from, a function of interest to the PRA as defined in section 56(7B) of the Act. 6 Prosecution of criminal offences 6.1 The FCA’s general approach 6.1.1 G The FCA has powers under sections 401 and 402 of the Act to prosecute a range of criminal offences in England, Wales and Northern Ireland. The FCA may also prosecute criminal offences where to do so would be consistent with meeting any of its statutory objectives. 6.1.2 G The FCA’s general policy is to pursue through the criminal justice system all those cases where criminal prosecution is appropriate. When it decides whether to bring criminal proceedings in England, Wales or Northern Ireland, or to refer the matter to another prosecuting authority in England, Wales or Northern Ireland, it will apply the basic principles set out in the Code for Crown Prosecutors (https://www.cps.gov.uk/publication/code￾crown-prosecutors). When considering whether to prosecute a breach of the Money Laundering Regulations, the FCA will also have regard to whether the person concerned has followed the Guidance for the UK Page 35 of 73

FCA 2025/9 financial sector issued by the Joint Money Laundering Steering Group (www.jmlsg.org.uk/guidance/current-guidance/). Commencing criminal proceedings 6.1.3 G In cases where criminal proceedings have commenced or will be commenced, the FCA may consider whether also to take civil or regulatory action (for example, where this is appropriate for the protection of consumers) and how such action should be pursued. That action might include: applying to court for an injunction; applying to court for a restitution order; variation and/or cancellation of permission; and prohibition of individuals. The factors the FCA may take into account when deciding whether to take such action, where criminal proceedings are in contemplation, include, but are not limited to, the following: (1) whether, in the FCA’s opinion, the taking of civil or regulatory action might unfairly prejudice the prosecution, or proposed prosecution, of criminal offences; (2) whether, in the FCA’s opinion, the taking of civil or regulatory action might unfairly prejudice the defendants in the criminal proceedings in the conduct of their defence; and (3) whether it is appropriate to take civil or regulatory action, having regard to the scope of the criminal proceedings and the powers available to the criminal courts. 6.1.4 G Decisions to commence criminal proceedings will be made by an executive director or a director in Enforcement. 6.2 FCA cautions 6.2.1 G In some cases, the FCA may decide to issue a formal caution rather than to prosecute an offender. In these cases, the FCA will follow the Home Office Guidance on the cautioning of offenders, currently contained in the Ministry of Justice – Simple Caution for Adult Offender Guidance (www.cps.gov.uk/legal-guidance/cautioning-and-diversion). 6.2.2 G Where the FCA decides to administer a formal caution, a record of the caution will be kept by the FCA and on the Police National Computer. The FCA will not publish the caution, but it will be available to parties with access to the Police National Computer. The issue of a caution may influence the FCA and other prosecutors in their decision as to whether or not to prosecute the offender if they offend again. A caution given by the FCA will form part of the person’s regulatory record for the purposes of DEPP 6.2.1G(3). If relevant, the FCA will take the caution into account in deciding whether to take action for subsequent misconduct by the person. The FCA may also take a caution into account when considering a person’s honesty, integrity and reputation and their fitness or propriety to perform controlled or other functions in relation to regulated activities (see FIT 2.1.3G). Page 36 of 73

FCA 2025/9 6.3 Criminal prosecutions in cases of market abuse 6.3.1 G In some cases, there will be instances of market misconduct that may arguably involve a breach of the criminal law as well as market abuse. When the FCA decides whether to commence criminal proceedings rather than impose a sanction for market abuse in relation to that misconduct, it will apply the basic principles set out in the Code for Crown Prosecutors (https://www.cps.gov.uk/publication/code-crown-prosecutors). 6.3.2 G The factors which the FCA may consider when deciding whether to commence a criminal prosecution for market misconduct rather than impose a sanction for market abuse include, but are not limited to, the following: (1) the seriousness of the misconduct – if the misconduct is serious and prosecution is likely to result in a significant sentence, criminal prosecution may be more likely to be appropriate; (2) whether there are victims who have suffered loss as a result of the misconduct – where there are no victims, a criminal prosecution is less likely to be appropriate; (3) the extent and nature of the loss suffered – where the misconduct has resulted in substantial loss and/or loss has been suffered by a substantial number of victims, criminal prosecution may be more likely to be appropriate; (4) the effect of the misconduct on the market – where the misconduct has resulted in significant distortion or disruption to the market and/or has significantly damaged market confidence, a criminal prosecution may be more likely to be appropriate; (5) the extent of any profits accrued or loss avoided as a result of the misconduct – where substantial profits have accrued or loss avoided as a result of the misconduct, criminal prosecution may be more likely to be appropriate; (6) whether there are grounds for believing that the misconduct is likely to be continued or repeated – if it appears that the misconduct may be continued or repeated and the imposition of a financial penalty is unlikely to deter further misconduct, a criminal prosecution may be more appropriate than a financial penalty; (7) whether the person has previously been cautioned or convicted in relation to market misconduct or has been subject to civil or regulatory action in respect of market misconduct; (8) the extent to which redress has been provided to those who have suffered loss as a result of the misconduct and/or whether steps have been taken to remedy any failures in systems or controls which gave rise to the misconduct – where such steps are taken Page 37 of 73

FCA 2025/9 promptly and voluntarily, criminal prosecution may not be appropriate; however, potential defendants will not avoid prosecution simply because they are able to pay compensation; (9) the effect that a criminal prosecution may have on the prospects of securing redress for those who have suffered loss – where a criminal prosecution will have adverse effects on the solvency of a firm or individual in circumstances where loss has been suffered by consumers, the FCA may decide that criminal proceedings are not appropriate; (10) whether the person is being or has been voluntarily cooperative with the FCA in taking corrective measures – however, potential defendants will not avoid prosecution merely by fulfilling a statutory duty to take those measures; (11) whether an individual’s misconduct involves dishonesty or an abuse of a position of authority or trust; (12) where the misconduct in question was carried out by a group, and a particular individual has played a leading role in the commission of the misconduct – in these circumstances, criminal prosecution may be appropriate in relation to that individual; (13) where the misconduct in question was carried out by 2 or more individuals acting together and one of the individuals provides information and gives full assistance in the FCA’s prosecution of the other(s) – the FCA will take this cooperation into account when deciding whether to prosecute the individual who has assisted the FCA or bring market abuse proceedings against them; and (14) the personal circumstances of an individual may be relevant to a decision whether to commence a criminal prosecution. 6.3.3 G The importance attached by the FCA to these factors will vary from case to case and the factors are not necessarily cumulative or exhaustive. 6.3.4 G It is the FCA’s policy not to impose a sanction for market abuse where a person is being prosecuted for market misconduct or has been finally convicted or acquitted of market misconduct (following the exhaustion of all appeal processes) in a criminal prosecution arising from substantially the same allegations. Similarly, it is the FCA’s policy not to commence a prosecution for market misconduct where the FCA has brought or is seeking to bring enforcement proceedings for market abuse arising from substantially the same allegations. App 1 FSMA and other powers App 1.1 Injunctions Page 38 of 73

FCA 2025/9 Injunctions (or in Scotland, interdicts) App 1.1.1 G The FCA has powers under the Act to seek injunctions for breaches of a relevant requirement or in cases of market abuse. It also has powers under the courts’ inherent jurisdiction – for example, to apply for asset freezing injunctions. The broad test the FCA will apply when it decides whether to seek an injunction is whether the application would be the most effective way to deal with the FCA’s concerns. Injunctions under Schedule 3 to the CRA or regulation 12 of the Unfair Terms Regulations App 1.1.2 G The FCA also has powers under Schedule 3 to the CRA to seek an injunction if it considers that a term or notice in a consumer contract is unfair, purportedly restrictive or exclusionary or non-transparent within the meaning of the CRA. Schedule 3 to the CRA provides the process the FCA should follow in these circumstances. App 1.1.3 G For contracts entered into before 1 October 2015, the Unfair Terms Regulations still apply. The pre-1 October 2015 version of the Enforcement Guide contains the FCA’s approach and policy relating to its powers under the Unfair Terms Regulations. App 1.2 Insolvency App 1.2.1 G The FCA has specific rights and powers under the Act to apply to the court for orders under existing insolvency legislation and to participate in proceedings under that legislation. The FCA also has powers under other legislation in relation to insolvency, including under the Payment and Electronic Money Institution Insolvency Regulations 2021, the Investment Bank Special Administration Regulations 2011 and the Corporate Insolvency and Governance Act 2020. The FCA’s effective use of its powers and rights in insolvency proceedings in order to meet its operational objectives enables it to apply to court to: (1) stop firms and unauthorised persons carrying on insolvent or unlawful business; and (2) ensure the orderly realisation and distribution of their assets. App 1.3 Collective investment schemes App 1.3.1 G The FCA has powers in respect of authorised unit trust schemes (AUT) and authorised contractual schemes (ACS) under relevant sections of the Act. These are sections 254 (Revocation of authorisation order otherwise than by consent), 257 (Directions), 258 (Applications to the court) in relation to an AUT; and sections 261U (Revocation of authorisation order otherwise than by consent), 261X (Directions) and 261Y (Applications to the court) in relation to an ACS. Page 39 of 73

FCA 2025/9 App 1.3.2 G The FCA may use its powers individually or together, and in addition to direct enforcement action against a depositary or authorised fund manager in their capacity as firms. App 1.3.3 G Where the FCA has a concern about an AUT or ACS that must be dealt with urgently, it will generally use its power to give directions in the first instance. App 1.3.4 G The FCA also has powers in respect of recognised schemes under sections 271L, 271N and 271R of the Act in relation to schemes recognised under section 271A, and sections 279, 281 and 282B of the Act in relation to schemes recognised under section 272. These powers allow the FCA to suspend or revoke a scheme’s recognition or to issue the operators of such schemes with a public censure. [Note: The table in ENFG App 2.2 sets out the FCA’s general policy on the exercise of powers in relation to OEICs under the OEIC Regulations.] App 1.4 Disqualification of auditors and actuaries App 1.4.1 G Auditors and actuaries fulfil a vital role in the management and conduct of firms, AUTs and ACSs. Provisions of the Act, rules made under the Act and the OEIC Regulations impose various duties on auditors and actuaries. The FCA has powers to disqualify auditors and actuaries that breach their duties under these provisions. The FCA also has powers to disqualify auditors in breach of duties imposed by trust scheme rules, contractual scheme rules or the similar FCA rules that apply to ICVCs. App 1.4.2 G Additionally, the FCA has the power under section 345 of the Act to impose a financial penalty and a public censure on an auditor or actuary in respect of a failure to comply with a duty imposed on the auditor or actuary by rules made by the FCA (ie, SUP 3, SUP 4, for ICVCs in COLL 4, COLL 7), or a failure to comply with a duty imposed under the Act to communicate information to the FCA. Actuaries carrying out a designated senior management function as specified in PRA rules will be subject to COCON, and other actuaries that are conduct rules staff will also be subject to parts of COCON applicable to conduct rules staff. The FCA has the power under sections 249 and 261K of the Act to impose a financial penalty and a public censure on an auditor in respect of a failure to comply with a duty imposed on them by trust scheme rules and contractual scheme rules. The FCA has similar powers under Schedule 5 of the OEIC Regulations for breaches of those FCA rules that apply to ICVCs. [Note: The table in ENFG App 2.2 sets out the FCA’s general policy on the exercise of powers in relation to OEICs under the OEIC Regulations.] App 1.4.3 G The FCA’s statement of policy in relation to the imposition of financial penalties is set out in DEPP 6.2 (Deciding whether to take action) and Page 40 of 73

1.5 FCA 2025/9 DEPP 6.4 (Financial penalty or public censure). The FCA’s statement of policy in relation to determining the amount of a financial penalty is set out in DEPP 6.5 to DEPP 6.5D. App Disapplication orders against members of the professions App 1.5.1 G The FCA has the power under section 329 of the Act to make an order disapplying an exemption from the general prohibition in relation to a person who is a member of the professions on the grounds that the member is not a fit and proper person to conduct exempt regulated activities. Additionally, the FCA has powers to maintain a public record of disapplication orders. App 1.5.2 G When exercising the power to make a disapplication order, the FCA will consider whether other action would be more appropriate – in particular, whether to make a prohibition order. The FCA will also have regard to any disciplinary action taken, or to be taken, against the person by the relevant designated professional body. App 1.5.3 G In cases where the FCA considers making an order prohibiting the individual from performing functions in relation to exempt regulated activities, it will consider all the relevant circumstances of the case, including the factors set out in ENFG 5.3.2G. App 1.6 Cancellation of approval as sponsor or primary information provider App G The FCA has powers to cancel a sponsor’s approval under section 88 of 1.6.1 the Act if it considers that a sponsor has failed to meet the criteria for approval as a sponsor as set out in UKLR 24.4.5R. App G The FCA may also cancel a primary information provider’s approval under 1.6.2 section 89P of the Act if it considers that a primary information provider has failed to meet the criteria for approval as a primary information provider as set out in DTR 8.3. App Search and seizure powers 1.7 App G Under sections 122D and 176 of the Act, the FCA has the power to apply 1.7.1 to a justice of the peace for a warrant to enter premises where documents or information is held. The circumstances under which the FCA may apply for a search warrant include: (1) where a person on whom an information requirement has been imposed fails (wholly or in part) to comply with it; or (2) where there are reasonable grounds for believing that if an information requirement were to be imposed, it would not be complied with, or that the documents or information to which the Page 41 of 73

FCA 2025/9 information requirement relates would be removed, tampered with or destroyed. App 1.7.2 G A warrant obtained pursuant to sections 122D and 176 of the Act authorises a police constable or an FCA investigator in the company, and under the supervision of, a police constable, to do the following, among other things: to enter and search the premises specified in the warrant and take possession of any documents or information appearing to be documents or information of a kind in respect of which the warrant was issued or to take, in relation to any such documents or information, any other steps which may appear to be necessary for preserving them or preventing interference with them. App 1.8 Restitution orders App 1.8.1 G The FCA has power to apply to the court for a restitution order under section 382 of the Act and (in the case of market abuse) under section 383 of the Act. It also has an administrative power to require restitution under section 384 of the Act. App 1.8.2 G In deciding whether to exercise its powers to seek or require restitution, the FCA will consider all the circumstances of the case, including, but not limited to: (1) whether quantifiable profits have been made; (2) whether there are indefinable losses; (3) the number of persons affected; (4) FCA costs; (5) whether redress is available through the Financial Ombudsman Service or the compensation scheme; (6) whether redress is available through another regulator, such as the Takeover Panel; (7) whether persons who have suffered losses are able to bring their own civil proceedings; (8) whether the firm or unauthorised persons concerned are solvent; (9) what other powers are available to the FCA, including to obtain a compulsory insolvency order against the firm or unauthorised person concerned, to apply to the court for the appointment of a receiver, obtain an administration order, winding up order or bankruptcy order against a firm or unauthorised person carrying out regulated activities in breach of the general prohibition; and Page 42 of 73

FCA 2025/9 (10) the behaviour of the persons suffering loss. App 1.8.3 G In cases where it is appropriate to exercise its powers to obtain restitution from firms, the FCA will first consider using its own administrative powers under section 384 of the Act before considering taking court action. App 2 Non-FSMA powers App 2.1 Statements of policy App 2.1.1 G The table below identifies the statements of policy which the FCA is required to make under legislation other than the Act. In each case, references in DEPP to the Act, provisions of the Act and persons regulated under or otherwise subject to the Act are to be read as references to that other legislation, equivalent or otherwise applicable provisions of that other legislation and persons regulated under or otherwise subject to that other legislation, as appropriate. App 2.1.2 G The FCA’s approach to the exercise of the powers listed in the table below is consistent with the use of powers under the Act and the FCA’s general policy outlined in this guide, unless stated otherwise. Page 43 of 73

FCA 2025/9 Legislation Description Statement of Policy Consumer Credit Act 1974 (www.legislation.gov. uk/ukpga/1974/39/con tents) The CCA order gives the FCA the power to enforce the CCA through the application of its investigation and sanctioning powers in the Act by reference to the contravention of CCA requirements and criminal offences under the CCA. Public censure and penalty policy DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP 6.5 to DEPP 6.5B, DEPP 6.5D and DEPP 6.7 (regarding level of a financial penalty). Power to impose suspension or restriction DEPP 6A.2 and DEPP 6A.4 (relevant factors) and DEPP 6A.3 (regarding length of suspension or restriction). The Regulated Covered Bonds Regulations 2008 (www.legislation.gov. uk/uksi/2008/346/cont ents) The RCB Regulations provide a framework for issuing covered bonds in the UK. Covered bonds issued under the RCB Regulations are subject to strict quality controls and both bonds and issuers must be registered with the FCA. The RCB Regulations give the FCA powers to enforce these regulations. Penalty policy DEPP 6.5 to DEPP 6.5D as appropriate, and having regard to other specific matters such as the likely impact of the penalty on the interests of investors in the relevant bonds, as set out in RCB 4.2.5G. Giving warning or decision notices DEPP 3.2 and DEPP 3.3. Credit Rating The CRA Regulation aims to enhance the integrity, Public censure and penalty policy Agencies (CRA) responsibility, good governance and independence of credit DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP Regulation rating activities, contributing to the quality of credit ratings issued in the United Kingdom while achieving high levels of investor protection. The CRA Regulation imposes requirements including, among other things, obligations on credit rating agencies relating to their independence and avoidance of conflicts of interest, their methodologies and disclosures. 6.5 to DEPP 6.5B and DEPP 6.5D (regarding level of a financial penalty). Conduct of interviews in response to overseas requests Procedures in DEPP 7 (as required by section 169 of the Act for the purposes of these regulations). Page 44 of 73

FCA 2025/9 The Electronic Money The Electronic Money Regulations impose requirements Penalty policy Regulations 2011 including, among other things, various provisions DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP (www.legislation.gov. regulating the rights and obligations of electronic money 6.5 to DEPP 6.5D (regarding level of a financial uk/uksi/2011/99/conte institutions. penalty). nts) Suspension powers DEPP 6A. Conduct of interviews in response to overseas requests Procedures in DEPP 7 (as required by section 169 of the Act for the purposes of the Electronic Money Regulations). The Alternative Investment Fund Managers Regulations 2013 (www.legislation.gov. uk/uksi/2013/1773/con tents) The AIFMD UK regulation transposed AIFMD and made the necessary changes to UK legislation in relation to the implementation of the Regulation (EU) No 346/2013, the Regulation (EU) No 345/2013, the Regulation (EU) 2015/760 and the Money Market Funds Regulation. Penalty policy DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP 6.5 to DEPP 6.5B, DEPP 6.5D and DEPP 6.7 (regarding level of a financial penalty). Conduct of interviews in response to overseas requests Procedures in DEPP 7 (as required by section 169 of the Act for the purposes of the AIFMD UK regulation). Page 45 of 73

FCA 2025/9 The Financial Services The OTC derivatives, CCPs and trade repositories Penalty policy and Markets Act 2000 regulation adds to the powers available to the FCA for The FCA will adopt policies akin to those under the Act. (Over the Counter dealing with breaches of EMIR requirements and sets out Where the FCA exercises its power to impose a Derivatives, Central information gathering and sanctioning powers enabling the financial penalty under the OTC derivatives, CCPs and Counterparties and FCA to investigate and take action for breaches of the trade repositories regulation or the Act for breaches in Trade Repositories) EMIR requirements by non-authorised counterparties and relation to EMIR, it must publish a statement to that Regulations 2013 for certain breaches of the OTC derivatives, CCPs and effect unless such disclosure would seriously jeopardise (www.legislation.gov. trade repositories regulation by authorised persons. the financial markets or cause disproportionate damage uk/uksi/2013/504/cont The FCA has additional powers in relation to trade to the parties involved. ents) repositories under the Trade Repositories (EU Exit) Regulations (see below). Sanctioning powers Relevant factors in DEPP 6.2.1G and DEPP 6.4. Penalty policy DEPP 6.5 to DEPP 6.5B, DEPP 6.5D and DEPP 6.7. The Legal Aid, The Referral Fees Regulations give the FCA investigation Public censure and penalty policy Sentencing and and sanctioning powers in relation to the contravention of DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP Punishment of the rules against referral fees contained in sections 56 to 60 6.5 to DEPP 6.5B, DEPP 6.5D and DEPP 6.7 Offenders Act 2012 of the Legal Aid, Sentencing and Punishment of Offenders (regarding level of a financial penalty). (Referral Fees) Act 2012, as well as the contravention of requirements Regulations 2013 imposed by, or under, the Referral Fees Regulations. Power to impose suspension or restriction (www.legislation.gov. DEPP 6A.2 and DEPP 6A.4 (relevant factors) and uk/uksi/2013/1635/con DEPP 6A.3 (regarding length of suspension or tents) restriction). The FCA does not have the power to suspend an authorised person’s permission under the Referral Fees Regulations. Page 46 of 73

FCA 2025/9 The Immigration Act 2014 (Bank Account) Regulations 2014 (www.legislation.gov. uk/uksi/2014/3085/con tents) The Immigration Regulations (as amended by the Immigration Act 2014 (Current Accounts) (Excluded Accounts and Notification Requirements) Regulations 2016) give the FCA investigation and sanctioning powers in relation to the contravention of sections 40, 40A, 40B and 40G of the Immigration Act 2014 (as amended by the Immigration Act 2016), as well as the contravention of requirements imposed by, or under, the Immigration Regulations. Public censure and penalty policy DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP 6.5 to DEPP 6.5B, DEPP 6.5D and DEPP 6.7 (regarding level of a financial penalty). Power to impose suspension or restriction DEPP 6A.2 and DEPP 6A.4 (relevant factors) and DEPP 6A.3 (regarding length of suspension or restriction). The Mortgage Credit Directive Order 2015 (www.legislation.gov. uk/uksi/2015/910/cont ents) The Mortgage Credit Directive (Directive 2014/17/EU) allowed for an exemption not to apply the directive to buy￾to-let lending if there was in place an appropriate framework for the regulation of these mortgages. The Mortgage Credit Directive Order is the vehicle through which the framework for ‘consumer buy-to-let’ mortgages was established in order to comply with the Mortgage Credit Directive. Public censure and penalty policy DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP 6.5, DEPP 6.5A, DEPP 6.5D and DEPP 6.7 (regarding level of a financial penalty). Power to impose suspension DEPP 6A.2 and DEPP 6A.4 (relevant factors) and DEPP 6A.3 (regarding length of suspension). The Payment Accounts Regulations 2015 (www.legislation.gov. uk/uksi/2015/2038/con tents) The Payment Accounts Regulations (‘the PARs’) implemented the Payment Accounts Directive. They entitle consumers who hold a payment account (such as a current account) to receive certain information about the fees and charges applied to that account. They also entitle consumers to use a switching service which meets certain minimum standards, if they wish to change their payment account to another provider. Public censure and penalty policy DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP 6.5, DEPP 6.5A, DEPP 6.5D and DEPP 6.7 (regarding level of a financial penalty). Page 47 of 73

FCA 2025/9 Securities Financing Supervisory and enforcement functions in respect of trade Public censure and penalty policy Transactions repositories under the Securities Financing Transactions DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP Regulation Regulation were transferred from ESMA to the FCA through the SFTR (EU Exit) Regulations on IP completion day. 6.5 to DEPP 6.5B and DEPP 6.5D (regarding level of a financial penalty). Conduct of interviews in response to overseas requests Procedures in DEPP 7 (as required by section 169 of the Act for the purposes of these regulations). The Small and Medium Sized Business (Credit Information) Regulations 2015 (www.legislation.gov. uk/uksi/2015/1945/con tents) The Small and Medium Sized Business (Credit Information) Regulations were made under the Small Business, Enterprise and Employment Act. The Small and Medium Sized Business (Credit Information) Regulations impose a duty on designated banks to provide information about their small and medium sized business customers (with the consent of those businesses) to designated credit reference agencies. Public censure and penalty policy DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP 6.5, DEPP 6.5A, DEPP 6.5D and DEPP 6.7 (regarding level of a financial penalty). Power to impose restriction DEPP 6A.2 and DEPP 6A.4 (relevant factors) and DEPP 6A.3 (regarding length of restriction). The Small and Medium Sized Business (Finance Platforms) Regulations 2015 (www.legislation.gov. uk/uksi/2015/1946/con tents) The Small and Medium Sized Business (Finance Platforms) Regulations were made under the Small Business, Enterprise and Employment Act. The Small and Medium Sized Business (Finance Platforms) Regulations require designated banks to provide specified information about rejected loan applications made by small and medium sized business customers (with their consent) to designated finance platforms which must then provide such information to finance providers on request. Public censure and penalty policy DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP 6.5, DEPP 6.5A, DEPP 6.5D and DEPP 6.7 (regarding level of a financial penalty). Power to impose restriction DEPP 6A.2 and DEPP 6A.4 (relevant factors) and DEPP 6A.3 (regarding length of restriction). Page 48 of 73

FCA 2025/9 The Data Reporting Services Regulations 2017 (www.legislation.gov. uk/uksi/2017/699/cont ents) The DRS Regulations implemented MiFID. The FCA has investigation and enforcement powers in relation to both criminal and non-criminal breaches of the DRS Regulations (including requirements imposed on persons subject to the DRS Regulations by MiFIR and any onshored regulation which was an EU regulation made under MiFIR or MiFID). Public censure and penalty policy DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP 6.5 to DEPP 6.5D (regarding level of a financial penalty). Conduct of interviews in response to overseas requests Procedures in DEPP 7 (as required by section 169 of the Act for the purposes of the DRS Regulations). The Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (www.legislation.gov. uk/uksi/2017/701/cont ents) The MiFI Regulations in part implemented MiFID. The FCA has investigative and enforcement powers in relation to both criminal and non-criminal breaches of the MiFI Regulations (including requirements imposed on persons subject to the MiFI Regulations by MiFIR and any onshored regulation which was an EU regulation made under MiFIR or MiFID). Public censure and penalty policy DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP 6.5 to DEPP 6.5D (regarding level of a financial penalty). Conduct of interviews in response to overseas requests Procedures in DEPP 7 (as required by section 169 of the Act for the purposes of the MiFI Regulations). The Packaged Retail and Insurance-based Investment Products Regulations 2017 (www.legislation.gov. uk/uksi/2017/1127/con tents) The Packaged Retail and Insurance-based Investment Products Regulations implemented the PRIIPs Regulation (before it was brought into UK law). The FCA has investigative and enforcement powers in relation to both criminal and civil breaches of the Packaged Retail and Insurance-based Investment Products Regulations, PRIIPs Regulation and any onshored regulation which was an EU regulation made under the PRIIPs Regulation. The PRIIPs Regulation imposes requirements on both authorised and unauthorised persons who manufacture, advise on, market or sell a PRIIP. Public censure and penalty policy DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP 6.5 to DEPP 6.5D (regarding level of a financial penalty). Conduct of interviews in response to overseas requests Procedures in DEPP 7 (as required by section 169 of the Act for the purposes of these regulations). Page 49 of 73

FCA 2025/9 The Payment Services The FCA has investigation and sanctioning powers in Penalty policy Regulations 2017 relation to both criminal and civil breaches of the Payment DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP (www.legislation.gov. Services Regulations. 6.5 to DEPP 6.5D (regarding level of a financial uk/uksi/2017/752/cont [Note: ENFG App 2.2 sets out the FCA’s general approach penalty). ents) to the exercise of powers under the Payment Services Regulations.] The RDC is the FCA’s decision maker for some of the decisions under the Payment Services Regulations as set out in DEPP 2 Annex 1G. Conduct of interviews in response to overseas requests Procedures in DEPP 7 (as required by section 169 of the Act for the purposes of the Payment Services Regulations). The Financial Services The UK Benchmarks Regulations 2018 in part Public censure and penalty policy and Markets Act 2000 implemented the benchmarks regulation (before it was DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP (Benchmarks) brought into UK law). The FCA has investigative and 6.5 to DEPP 6.5D (regarding level of a financial Regulations 2018 enforcement powers in relation to both criminal and non- penalty). (www.legislation.gov. criminal breaches of the UK Benchmarks Regulations 2018 uk/uksi/2018/135/cont (including requirements imposed on persons subject to the Conduct of interviews in response to overseas ents) UK Benchmarks Regulations 2018 by the benchmarks regulation and any onshored regulation which was an EU regulation made under the benchmarks regulation). requests Procedures in DEPP 7 (as required by section 169 of the Act for the purposes of the UK Benchmarks Regulations 2018). Page 50 of 73

FCA 2025/9 The Over the Counter Derivatives, Central Counterparties and Trade Repositories (Amendment, etc, and Transitional Provision) (EU Exit) Regulations 2019 (www.legislation.gov. uk/uksi/2019/335/cont ents) Supervisory and enforcement functions in respect of trade repositories under EU EMIR were transferred from ESMA to the FCA through the Trade Repositories (EU Exit) Regulations on IP completion day. Public censure and penalty policy DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP 6.5 to DEPP 6.5B and DEPP 6.5D (regarding level of a financial penalty). Conduct of interviews in response to overseas requests Procedures in DEPP 7 (as required by section 169 of the Act for the purposes of these regulations). The Proxy Advisors The Proxy Advisors (Shareholders’ Rights) Regulations in Penalty policy (Shareholders’ Rights) part implement the revised Shareholder Rights Directive DEPP 6.2 and DEPP 6.4 (relevant factors) and DEPP Regulations 2019 (SRD). The FCA has investigative and sanctioning powers 6.5 to DEPP 6.5D (regarding level of a financial (www.legislation.gov. in relation to breaches of the Proxy Advisors penalty), in addition to those set out in the Proxy uk/uksi/2019/926/cont (Shareholders’ Rights) Regulations. Advisors (Shareholders’ Rights) Regulations, where ents6/made) appropriate. Conduct of interviews in response to overseas requests Procedures in DEPP 7 (as required by section 169 of the Act for the purposes of these regulations). Page 51 of 73

FCA 2025/9 The Securitisation The Securitisation Regulations 2024 form part of HM Public censure and penalty policy Regulations 2024 Treasury’s programme to deliver a Smarter Regulatory Procedures in DEPP 6. (www.legislation.gov. Framework (SRF) for Financial Services. The Financial uk/uksi/2024/102/cont Services and Markets Act 2023 (FSMA 2023) repeals Temporary prohibition ents) assimilated law relating to financial services and replaces it Factors in DEPP 6A, when determining whether to with rules set by regulators within the framework impose a temporary prohibition and what the length of established by Parliament under Part 5A of the Act. The any temporary prohibition would be. FCA has investigative and enforcement powers in relation to both criminal and non-criminal breaches of the Conduct of interviews in response to overseas Securitisation Regulations 2024. The new framework requests consolidates existing requirements, including those for Procedures in DEPP 7 (as required by section 169 of the simple transparent securitisation (STS) and securitisation Act for the purposes of these regulations). repositories, and strengthens the legislation on securitisation. Page 52 of 73

FCA 2025/9 App 2.2 Other general policy App G The table below sets out the FCA’s general policy on the exercise of 2.2.1 powers under the legislation listed. App G The FCA’s approach to the exercise of the powers listed in the table 2.2.2 below is consistent with the use of powers under the Act and the FCA’s general policy outlined in this guide, unless stated otherwise. Page 53 of 73

FCA 2025/9 Legislation Description Policy Friendly Societies Act 1974 (FSA74) (www.legislation.gov.uk/ ukpga/1974/46/contents) The FCA has certain functions in relation to ‘registrant-only’ mutual societies including registered societies or registered friendly societies. These societies are not regulated or supervised under the Act. Instead, they are subject to the provisions of FSA74, FSA92, CCBSA14 and CCBSA(NI)69, which require them to register with the FCA and fulfil certain other obligations, such as the requirement to submit annual returns. Key powers under this legislation are: • to refuse registration under the acts; • to prosecute registrant-only societies that fail to submit annual returns; and • to petition for the society’s winding up. The FCA’s approach to the exercise of these powers is consistent with the use of powers under the Act and the FCA general policy, including that: • the decision as to whether to initiate criminal and other proceedings will be taken in accordance with ENFG 6; and • the procedure for giving statutory notices under the FSA92 will be in accordance with DEPP 2.5.18G. Friendly Societies Act 1992 (FSA92) (www.legislation.gov.uk/ ukpga/1992/40/contents) Co-operative and Community Benefit Societies Act 2014 (CCBSA14) (www.legislation.gov.uk/ ukpga/2014/14/contents) Page 54 of 73

FCA 2025/9 Co-operative and Community Benefit Societies Act (Northern Ireland) 1969 (CCBSA(NI)69) (as modified by the Credit Unions and Co-operative and Community Benefit Societies Act (Northern Ireland) 2016 and the Financial Services Act 2012 (Mutual Societies) Order 2018) (www.legislation.gov.uk/ apni/1969/24/contents) Credit Unions Act 1979 (CUA79) (www.legislation.gov.uk/ ukpga/1979/34/contents) The CUA79 and CU(NI)O85 enable certain societies in Great Britain and Northern Ireland to be registered under CCBSA14 and CU(NI)O85, respectively. CUA79 and CU(NI)O85 also make provisions in The FCA’s approach to the exercise of these powers is consistent with the use of powers under the Act and the FCA’s general policy as explained in ENFG, including that the Page 55 of 73

FCA 2025/9 Credit Unions (Northern Ireland) Order 1985 (CU(NI)O85) (as modified by the Credit Unions and Co-operative and Community benefit Societies Act (Northern Ireland) 2016 and the Financial Services Act 2012 (Mutual Societies) Order 2018) (www.legislation.gov.uk/ nisi/1985/1205/contents) respect of these societies, and give the FCA additional powers in respect of those credit unions which are authorised persons. Powers under this legislation include the power to: • require production of books, accounts and other documents in the exercise of certain functions; • appoint an investigator or to call a special meeting of the credit union; • cancel the registration of the credit union; • petition the High Court to wind up the credit union in particular circumstances; and • prosecute offences under the acts. decision as to whether to initiate criminal and other proceedings will be taken in accordance with ENFG 6. Where the FCA decides to cancel or suspend a credit union’s registration, the credit union may appeal that decision to the High Court or, in Scotland, the Court of Session. The Unfair Terms in Consumer Contracts Regulations 1999 (as amended by SI 2001/1186 and SI 2001/3649) (www.legislation.gov.uk/ uksi/1999/2083/contents) The FCA has general powers under the Unfair Terms Regulations, including its powers to obtain undertakings and seek information from firms. UNFCOG describes how the FCA will use the general powers under the Unfair Terms Regulations. ENFG App 1.1 describes how the FCA will use its injunctive powers under these regulations. Regulation of RIPA and IPA provide methods of surveillance and Authorisations under RIPA cover activity such as directed Investigatory Powers Act information gathering from various sources to assist surveillance and the use of CHIS, as well as access to 2000 (RIPA) the FCA in the prevention and detection of crime, ‘protected’ (encrypted) electronic information. Where the (www.legislation.gov.uk/ where the methods to be used potentially infringe FCA seeks to use the powers granted to it under RIPA, ukpga/2000/23/contents) individuals’ right to privacy. authorisation is sought from a trained head of department in Page 56 of 73

FCA 2025/9 Under these enactments, the FCA is able to: Enforcement. Authorisation will only be given where the Investigatory Powers Act proposed action is justified, necessary and proportionate to the 2016 (IPA) • carry out directed surveillance; objective it seeks to meet in each circumstance. Consideration (www.legislation.gov.uk/ • make use of covert human intelligence sources will be given to the actual or potential infringement of the ukpga/2016/25/contents) (CHIS); privacy of individuals who are not the subjects of the investigation or operation (collateral intrusion), including • access ‘protected’ (encrypted) electronic steps taken to avoid or minimise any such intrusion. When information; and considering whether the proposed action is necessary and • apply for access to communications data. proportionate, the following non-exhaustive list of factors is likely to be relevant: • the seriousness of the offence; • the amount of material that might be gathered; • the nature of the material that might be gathered; • whether there are other less intrusive ways of obtaining the same result; • whether the proposed activity is likely to satisfy the objective; and • where surveillance is proposed, the location of the surveillance operation. The approach to applications for access to communications data under IPA is consistent with applications for use of the powers under RIPA and the same considerations are relevant. However, authorisation to access communications data under IPA is provided by the Investigatory Powers Commissioner’s Office (IPCO). The FCA can use specific powers under RIPA to require: Page 57 of 73

FCA 2025/9 • a person who holds ‘protected’ electronic information (that is, information which is encrypted) to put that information into an eligible format; and • where the person has a key to the encrypted information, to require the person to disclose the key for this purpose. These powers require the FCA to obtain written permission from an appropriate judicial authority. The FCA does not anticipate using powers under Part III of RIPA very often as it expects firms and individuals to provide information in intelligible format pursuant to requirements to provide information under the Act. In exercising powers under RIPA and IPA, the FCA has regard to the relevant RIPA and IPA codes of practice. The Codes are available on the Home Office websites: www.gov.uk/government/collections/ripa-codes and www.gov.uk/government/collections/investigatory-powers￾act-codes-of-practice. The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (www.legislation.gov.uk/ uksi/2001/544/contents) Part V of the Regulated Activities Order requires the FCA to maintain a register of all those people who are not authorised by the FCA but who carry on insurance distribution activities. Under article 95 Regulated Activities Order, the FCA has the power to remove from the register an appointed representative who carries on insurance distribution activities if it considers that they are not fit and proper. The FCA’s approach to the exercise of these powers is consistent with the use of powers under the Act and the FCA’s general policy, including: • when the FCA gives the person a warning notice and a decision notice; • that the decision to give a warning notice or a decision notice will be taken under the executive procedures; and • referral to Tribunal by the person receiving a decision notice. Page 58 of 73

FCA 2025/9 The Open-Ended The OEIC Regulations set out requirements relating to The FCA’s approach to the exercise of these powers is Investment Companies the way in which collective investment management consistent with the use of powers under the Act and the FCA’s Regulations 2001 may be carried on by open-ended investment general policy as explained in ENFG, including: (www.legislation.gov.uk/ companies. Under the OEIC Regulations, the FCA has • when the FCA gives the person a warning notice and uksi/2001/1228/contents) the power, among other things, to: a decision notice; • revoke an open-ended investment company’s • that the decision to give a warning notice or a decision authorisation in several situations, including notice will be taken under executive procedures; where the firm breaches relevant requirements or provides us with false or misleading • referral to the Tribunal by the person receiving a information (regulation 23); decision notice; • give, vary and revoke certain directions, • adopting the approach in ENFG App 1.3 including that the affairs of the company be for AUTs or ACSs, and for ICVCs, having regard to the wound up (regulations 25 and 28); relevant conduct of the director or directors of the ICVC and its depositary; • apply to court for an order that a depositary or director of a company be removed and replaced • taking disciplinary action against an ICVC as (regulation 26); and an authorised person; • appoint one or more competent persons to • that when choosing which powers to use, the FCA will investigate and report on the affairs of the adopt the approach in ENFG App 1.3; and company and specified others (regulation 30). • that the FCA may use its disqualification powers [Note: See ENFG App 1.3 for Act powers in relation against auditors who fail to comply with a duty to AUTs and ACSs and ENFG App 1.4 for powers in imposed on them under FCA rules, as in ENFG App relation to auditors and actuaries.] 1.4. Page 59 of 73

FCA 2025/9 Enterprise Act 2002 The FCA has powers under Part 8 of the Enterprise Where a breach has been committed, the FCA will liaise with (www.legislation.gov.uk/ Act to enforce breaches of consumer protection law. other authorities, particularly the Competition and Markets ukpga/2002/40/contents) The Enterprise Act identifies 2 types of breach which Authority (CMA), to determine which authority is best placed trigger the Part 8 enforcement powers. These are to take enforcement action. The FCA would generally expect referred to as: to be the most appropriate authority to deal with breaches by authorised firms in relation to regulated activities. • ‘domestic infringements’, which are breaches The FCA anticipates that its powers under the Act will be or tortious duties, in each case if they occur in of particular UK enactments or of contractual adequate to address the majority of breaches which it would the course of a business and in relation to also be able to enforce under the Enterprise Act and that there goods or services supplied or sought to be will therefore be limited cases in which it would seek to use supplied: its powers as an Enterprise Act enforcer. Where the FCA does use its powers under the Enterprise Act, it will have regard to o to or for a person in the UK; or the enforcement guidelines which are published on the CMA’s o by a person with a place of business in website: www.gov.uk/government/organisations/competition￾the UK; and and-markets-authority. • ‘Schedule 13 infringements’, which are breaches of the legislation listed in Schedule 13 to the Enterprise Act. In both cases the breach must, to trigger those powers, harm the collective interests of consumers. The FCA has powers under Part 8 of the Enterprise Act both as a ‘designated enforcer’ in relation to domestic and Schedule 13 infringements and as a ‘Schedule 13 enforcer’ which gives the FCA additional powers in relation to Schedule 13 infringements under the CRA. The FCA’s investigative powers in support of its Enterprise Act enforcement powers are set out in Schedule 5 to the CRA. Page 60 of 73

FCA 2025/9 Proceeds of Crime Act POCA provides the legislative framework for the The FCA may apply for a restraint order under POCA where a 2002 (POCA) confiscation from criminals of the proceeds of their criminal investigation has been started or where proceedings (www.legislation.gov.uk/ crime. Under POCA, the FCA can apply to the Crown have started but not concluded; in either case there must be ukpga/2002/29/contents) Court for a restraint order when it is investigating or reasonable cause to believe that the defendant has benefited prosecuting criminal cases. from criminal conduct. In this context, a person benefits from POCA also contains various powers of investigation criminal conduct if they obtain property or a pecuniary which the FCA may use in specified circumstances. advantage as a result of or in connection with conduct that would be an offence if it took place in England or Wales, regardless of whether they also obtain it in some other connection. The court is required to exercise its powers with a view to securing that the value of realisable assets is not diminished. Where the powers in POCA overlap with powers under the Act, the FCA will in most cases consider it more appropriate to rely on its investigation powers under the Act. Page 61 of 73

FCA 2025/9 The Financial These regulations implemented part of the Financial The FCA is able to use these powers where it is desirable to Conglomerates and Other Conglomerates Directive (2002/87/EC), which do so for the purpose of: Financial Groups imposed certain procedural requirements on • supervision in accordance with the Financial Groups Regulations 2004 the FCA as a competent authority under the Directive. Directive Regulations; (www.legislation.gov.uk/ These regulations also made specific provision about uksi/2004/1862/contents) • acting in accordance with specified provisions of to financial conglomerates. the exercise of certain supervisory powers in relation the Capital Requirements Regulations 2013; and The FCA’s powers to vary a firm’s Part 4A • acting in accordance with specified provisions that permission or to impose requirements under sections implemented or supplemented Solvency II Directive. 55J and 55L of the Act were extended under these The duty imposed by section 55B(3) (The threshold regulations. conditions) of the Act does not prevent the FCA from exercising its own-initiative power for these purposes. But subject to that, when exercising this power under these regulations, the FCA will do so in a manner consistent with its approach generally to variation under the Act. Page 62 of 73

FCA 2025/9 The Financial Services The FCA can enforce breaches of these regulations The FCA’s approach to the exercise of these powers is (Distance Marketing) concerning ‘specified contracts’. Specified contracts consistent with the use of powers under the Act and the FCA’s Regulations 2004 are certain contracts for the provision of financial general policy as explained in ENFG. (www.legislation.gov.uk/ services which are made at a distance and do not The FCA must publish details of any applications it makes for uksi/2004/2095/contents) require the simultaneous physical presence of the injunctions, the terms of any orders that the court parties to the contract. subsequently makes, and the terms of any undertakings given The FCA may apply to the courts for an injunction or to it or to the court. interim injunction against a person who appears to it to It will generally be appropriate for the FCA to seek to resolve be responsible for a breach of these regulations. the breach by obtaining an undertaking before it applies for an The FCA may also accept undertakings from the injunction or initiates a prosecution. Where a failure by a firm person who committed the breach that they will to meet the requirements of the regulations also amounts to a comply with these regulations. breach of the FCA’s rules, the FCA will consider all the The FCA may also prosecute offences under these circumstances of the case when deciding whether to take regulations which relate to specified contracts. action for a breach of its rules or under the regulations. This will include, among other things, having regard to appropriate factors set out in DEPP 6 and the considerations in ENFG 6. Page 63 of 73

FCA 2025/9 Counter-Terrorism Act 2008 (www.legislation.gov.uk/ ukpga/2008/28/contents) The FCA has investigation and sanctioning powers in relation to both criminal and civil breaches of the Counter-Terrorism Act 2008 (‘the Counter-Terrorism Act’). These powers are similar to those given to the FCA by the Money Laundering Regulations. The FCA is responsible for monitoring and enforcing compliance with requirements imposed by the Treasury under the Counter-Terrorism Act by ‘credit institutions’ that are authorised persons and by ‘financial institutions’ (except money service businesses that are not authorised persons and consumer credit financial institutions). ‘Credit institutions’ and ‘financial institutions’ are defined in Part 2 of Schedule 7 to the Counter Terrorism Act. The FCA’s approach to using its powers under the Counter￾Terrorism Act will be consistent with its approach to using its powers under the Money Laundering Regulations. The Insurance Accounts Directive (Lloyd’s Syndicate and Aggregate Accounts) Regulations 2008 (www.legislation.gov.uk/ uksi/2008/1950/contents) These regulations give the FCA the power to institute criminal proceedings for an offence committed under the regulations. The FCA’s approach to the exercise of these powers is consistent with the use of powers under the Act and the FCA’s general policy as explained in ENFG, including that the decision whether to initiate criminal proceedings will be taken in accordance with ENFG 6. The Recognised Auction Platforms Regulations 2011 (www.legislation.gov.uk/ uksi/2011/2699/contents) The FCA’s powers given to it by the RAP regulations. The FCA’s policy for using the powers given to it by the RAP regulations is set out in REC. This includes, for example, its policy in relation to the power to impose a financial penalty on or censure a RAP (REC 2A.4) and its policy in relation to the power to give directions to a RAP (REC 4.6). Page 64 of 73

FCA 2025/9 The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (www.legislation.gov.uk/ uksi/2017/692/contents) The FCA has investigation and sanctioning powers in relation to both criminal and civil breaches of the Money Laundering Regulations. The FCA is responsible for monitoring and enforcing compliance with the Money Laundering Regulations not only by authorised firms who are within the scope of the Money Laundering Regulations, but also by what the regulations describe as ‘Annex 1 financial institutions’, and cryptoasset exchange providers and custodian wallet providers. These are businesses which are not otherwise authorised by us, but which carry out certain of the activities which were listed in Annex I of the Banking Consolidation Directive (2013/36/EU), then in Annex I of the Capital Requirements Directive, the relevant text of which is set out in Schedule 2 of the Money Laundering Regulations. [Note: Money service businesses are also outside the definition of ‘Annex 1 financial institution’, which is set out in Regulation 55(2) of the Money Laundering Regulations.] The FCA is also responsible for monitoring and enforcing compliance with the Funds Transfer Regulation by payment service providers specified under regulation 62(1) of the Money Laundering Regulations. The Money Laundering Regulations add to the range of options available to the FCA for dealing with anti￾money laundering and anti-terrorist financing failures. These options include: The FCA’s approach to the exercise of these powers is consistent with the use of powers under the Act and the FCA’s general policy as explained in ENFG, including: • conduct of an investigation under the Money Laundering Regulations; • when prosecuting Money Laundering Regulations offences – ENFG 6; • when investigation and sanctioning powers should be used; • when the FCA proposes or decides to censure a person, impose a penalty on a person, suspend, cancel or restrict an authorisation or registration or impose a prohibition on a person under the Money Laundering Regulations, it must give the person a warning notice or a decision notice; • when imposing or determining the level of a financial penalty under regulation 76 of the Money Laundering Regulations – DEPP 6.2.1G and DEPP 6.5 to DEPP 6.5D. The FCA may not impose a penalty where there are reasonable grounds for it to be satisfied that the subject of the proposed action took all reasonable steps and exercised all due diligence to ensure that the relevant requirements of the Money Laundering Regulations would be met. In deciding whether a person has failed to comply with a requirement of the Money Laundering Regulations, the FCA must consider whether they followed any relevant guidance which was issued by a European Supervisory Authority in accordance with articles 17, 18.4 or 48.10 Page 65 of 73

FCA 2025/9 • to prosecute a relevant person, including but not limited to an authorised firm or an Annex 1 financial institution or an auction platform, a cryptoasset exchange provider or a custodian wallet provider, as well as any responsible officer; • to fine or censure a relevant person, including but not limited to an authorised firm or an Annex 1 financial institution or an auction platform, a cryptoasset exchange provider or a custodian wallet provider, as well as any officer knowingly concerned in the breach, under regulation 76 of the Money Laundering Regulations; • to cancel, suspend or impose limitations or other restrictions on the authorisation or registration of an authorised person or payment service provider, under regulation 77 of the Money Laundering Regulations; and • to impose a temporary or permanent prohibition on an officer knowingly concerned in a breach by a relevant person, including an authorised firm or Annex 1 financial institution, a payment service provider, a cryptoasset exchange provider or a custodian wallet provider under regulation 78 of the Money Laundering Regulations. In addition to the powers available under the Money Laundering Regulations, the FCA will have the power to take regulatory action against authorised firms for of the Fourth Money Laundering Directive, with article 25 of the Funds Transfer Regulation, or with any relevant guidance which was issued at the time by a supervisory authority or other appropriate body, including the Joint Money Laundering Steering Group; • when cancelling, suspending or restricting an authorisation or limitation under regulation 77 of the Money Laundering Regulations or determining the duration of any such suspension or restriction, and when imposing or determining the duration of a prohibition under regulation 78 of the Money Laundering Regulations – DEPP 6A; • the settlement discount scheme (DEPP 6.7) which applies to penalties, suspensions, restrictions and temporary prohibitions imposed under regulations 76, 77 and 78 of the Money Laundering Regulations; and • when publicity provisions apply in regulation 84 of the Money Laundering Regulations – ENFG 4. In the majority of cases where both the Money Laundering Regulations and the FCA rules apply and regulatory action, as opposed to criminal proceedings, is appropriate, the FCA generally expects to continue to discipline authorised firms under the Act. The FCA will adopt a risk-based approach to its enforcement under the Money Laundering Regulations. Failures in anti￾money laundering or counter-terrorist financing controls will not automatically result in disciplinary sanctions, although enforcement action is more likely where a firm has not taken adequate steps to identify its risks or put in place appropriate Page 66 of 73

FCA 2025/9 failures which breach the FCA’s rules and requirements (for example, under Principle 3, SYSC 3.2.6R or SYSC 6.1.1R). This means that there will be situations in which the FCA has powers to investigate and take action under both the Act and the Money Laundering Regulations. The FCA also has powers under regulation 74C to impose a direction on a cryptoasset business or Annex 1 financial institution to: • remedy a failure to comply with a requirement under the Money Laundering Regulations; • prevent a failure to comply, or continued non￾compliance with a requirement under the Money Laundering Regulations; or • prevent the cryptoasset business or Annex 1 financial institution from being used for money laundering, terrorist financing or proliferation financing. The FCA may impose a direction requiring or prohibiting the taking of specified action. Cryptoasset businesses or Annex 1 financial institutions can also apply for a direction to be imposed, varied or rescinded. Under these regulations, the FCA has investigation powers that it can use when investigating whether breaches have taken place, including: • the power to require information from, and attendance of, relevant persons, payment controls to mitigate those risks, and failed to take steps to ensure that controls are being effectively implemented. The FCA will exercise powers under regulation 74C of the Money Laundering Regulations, to impose a direction on a cryptoasset business or Annex 1 financial institution, where: • it has serious concerns about its compliance with the Money Laundering Regulations; • it is concerned that a failure of the cryptoasset business or Annex 1 financial institution to take the desired steps may result in a breach of the Money Laundering Regulations; • the imposition of a direction reflects the importance the FCA attaches to the need for the cryptoasset business or Annex 1 financial institution to address its concerns; and • the imposition of a direction may assist the cryptoasset business or Annex 1 financial institution to take steps which would otherwise be difficult because of legal obligations owed to third parties. The FCA will also exercise its powers to: • vary a direction; or • cancel a direction, where it considers it appropriate to do so. The FCA may impose a direction so that it takes effect immediately or on a specified date if it reasonably considers it necessary to do so, having regard to the ground on which it is exercising this power. Page 67 of 73

FCA 2025/9 service providers and connected persons The FCA will consider imposing a direction as a matter of (regulation 66); and urgency where: • powers of entry and inspection without or • the information available to it indicates serious under warrant (regulations 69 and 70). concerns about the cryptoasset business or Annex 1 financial institution that need to be addressed The use of these powers will be limited to those cases immediately; and in which the FCA is exercising functions under the • circumstances indicate that it is appropriate to impose may use its powers to require information or Money Laundering Regulations. In addition, the FCA a direction immediately to require and/or prohibit attendance at the request of foreign authorities. certain actions by the cryptoasset business or Annex 1 financial institution to ensure the cryptoasset business or Annex 1 financial institution addresses these concerns. The FCA will consider the full circumstances of each case when it decides whether an urgent imposition of a direction is appropriate. Page 68 of 73

FCA 2025/9 The Payment Services The FCA has investigation and sanctioning powers in The FCA’s approach to the exercise of these powers is Regulations 2017 relation to both criminal and civil breaches of consistent with the use of powers under the Act and the FCA’s (www.legislation.gov.uk/ the Payment Services Regulations. general policy as explained in ENFG. uksi/2017/752/contents) The regulatory powers which the Payment Services The Payment Service Regulations do not require the FCA to Regulations provide to the FCA include: have published procedures to launch criminal prosecutions. However, in these situations, the FCA expects that it will • the power to require information; normally follow its decision-making procedures for the • powers of entry and inspection; equivalent decisions under the Act. • power of public censure; • the power to impose financial penalties; • the power to prosecute or fine unauthorised providers; and • the power to vary an authorisation on its own initiative. [Note: ENFG App 2.1 identifies the FCA’s statements of policy in relation to financial penalties, and conduct of interviews in response to overseas regulators’ requests, which the FCA is required to make under the Payment Services Regulations.] Page 69 of 73

FCA 2025/9 The EEA Passport Rights Regulations 28 and 34 of the EU Exit Passport The FCA’s approach to the exercise of these powers is (Amendment, etc, and Regulations make provision for certain qualifying consistent with the use of powers under the Act and FCA’s Transitional Provisions) persons to be treated as having Part 4A permission. general policy as explained in ENFG, including: (EU Exit) Regulations The EU Exit Passport Regulations provide a • the approach to enforcement and cancellation under 2018 supervised run-off regime, which enables such persons the Act; and (www.legislation.gov.uk/ to run off existing UK contracts and conduct an uksi/2018/1149/contents) • the approach to making decisions under executive procedures. orderly exit from the UK market. The FCA has power under the EU Exit Passport Regulations to direct that the regime should not apply to a particular person. The effect of such a direction would be to remove that person’s deemed permission to conduct regulated activities in the UK. Page 70 of 73

FCA 2025/9 Annex G Amendments to the Financial Crime Guide: A firm’s guide to countering financial crime risks (FCG) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 Introduction 1.1 What is the FCG? … 1.1.8 Our focus, when supervising firms, is on whether they are complying with our rules and their other legal obligations. Firms can comply with their financial crime obligations in ways other than following the good practice set out in FCG. But we expect firms to be aware of what we say where it applies to them and to consider applicable guidance when establishing, implementing and maintaining their anti-financial crime systems and controls. More information about FCA guidance and its status can be found in our Reader’s Guide: an introduction to the Handbook; DEPP 6.2.1G(4) and EG 2.9.1G – 2.9.6G ENFG 3.4. … 1.1.10 The Joint Money Laundering Steering Group’s (JMLSG) guidance for the UK financial sector on the prevention of money laundering and combating terrorist financing is ‘relevant guidance’ and is approved by HM Treasury under the Money Laundering Regulations. As confirmed in DEPP 6.2.3G, EG 12.1.2G ENFG 6.1.2G and EG 19.15.5G ENFG App 2.2, the FCA will continue to have regard to whether firms have followed the relevant provisions of JMLSG’s guidance when deciding whether conduct amounts to a breach of relevant requirements. … Page 71 of 73

FCA 2025/9 Annex H Amendments to the Unfair Contract Terms and Consumer Notices Regulatory Guide (UNFCOG) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 The Unfair Contract Terms and Consumer Notices Regulatory Guide 1.1 Application and purpose … 1.1.3 G Where the firm concerned is not a firm or an appointed representative, the FCA will liaise with the CMA or (as appropriate) another CRA regulator (see EG 10.19). … 1.3 The CRA … The main powers of the courts, regulators and unfair contract terms enforcers under the CRA … 1.3.5 G … (3) The FCA is a regulator for the purposes of Schedule 3. Our approach to seeking an injunction under the CRA is set out in EG 10 ENFG App 1.1. … 1.4 The CRA: the FCA’s role and policy … Interaction with the FCA’s powers under the Act 1.4.5 G … (4) However, the use of our powers under the Act will not be possible in all cases where a firm has used an unfair term. If we consider using an enforcement power under the Act, we will do so in accordance with the policy relating to that power as set out in EG ENFG. … 1.6 Redress Page 72 of 73

FCA 2025/9 1.6.1 G … (2) If the use of an unfair term also amounts to a rule breach, and that breach causes loss to consumers, the FCA can apply to court for restitution or require restitution. The FCA will consider whether to use these powers in accordance with the policy in EG 11 ENFG App 1.8. … Page 73 of 73

FCA 2025/18 ENFORCEMENT GUIDE (CONSEQUENTIAL AMENDMENTS) INSTRUMENT 2025 Powers exercised A. The Financial Conduct Authority (“the FCA”) 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 63C (Statement of policy); (2) section 69 (Statement of policy); (3) section 88C (Action under section 88A: statement of policy); (4) section 89S (Action under section 89Q: statement of policy); (5) section 93 (Statement of policy); (6) section 124 (Statement of policy); (7) section 131J (Imposition of penalties under section 131G: statement of policy); (8) section 137A (The FCA’s general rules); (9) section 137T (General supplementary powers); (10) section 139A (Power of the FCA to give guidance); (11) section 142V (Imposition of penalties under section 142S: statement of policy); (12) section 143Y (Statement of policy for penalties under section 143W); (13) section 192N (Imposition of penalties under section 192K: statement of policy); (14) section 192Z2 (Directions and penalties: statement of policy); (15) section 210 (Statements of policy); (16) section 312J (Statement of policy); (17) section 345D (Imposition of penalties on auditors or actuaries: statement of policy); and (18) section 395 (The FCA’s and PRA’s procedures). B. The rule-making provisions listed above are specified for the purposes of section 138G(2) (Rule-making instruments) of the Act. Commencement C. This instrument comes into force on 3 June 2025. Amendments to the Handbook D. The modules of the FCA’s Handbook of rules and guidance listed in column (1) below are amended in accordance with the Annexes to this instrument listed in column (2). (1) (2) Glossary of definitions Annex A Threshold Conditions sourcebook (COND) Annex B Financial Stability and Market Confidence sourcebook (FINMAR) Annex C General Provisions sourcebook (GEN) Annex D

FCA 2025/18 Supervision manual (SUP) Annex E Decision Procedure and Penalties manual (DEPP) Annex F Consumer Redress Schemes sourcebook (CONRED) Annex G Collective Investment Schemes sourcebook (COLL) Annex H Credit Unions sourcebook (CREDS) Annex I Professional Firms sourcebook (PROF) Annex J Regulated Covered Bonds sourcebook (RCB) Annex K Recognised Investment Exchanges sourcebook (REC) Annex L UK Listing Rules sourcebook (UKLR) Annex M Disclosure Guidance and Transparency Rules sourcebook (DTR) Annex N Citation E. This instrument may be cited as the Enforcement Guide (Consequential Amendments) Instrument 2025. By order of the Board 22 May 2025 Page 2 of 36

FCA 2025/18 Annex A Amendments to the Glossary of definitions In this Annex, underlining indicates new text and striking through indicates deleted text, unless otherwise stated. Insert the following new definition in the appropriate alphabetical position. The text is not underlined. unauthorised activity any activity in breach of section 21 of the Act or carried out in breach of a statutory requirement for authorisation by, or registration with, the FCA or PRA. Amend the following definitions as shown. EG ENFG the Enforcement Guide. firm … (13) (in EG ENFG and DEPP) includes a designated coordination body with responsibility for operating or managing cash access coordination arrangements designated by the Treasury pursuant to section 131R (Designation) of the Act for the purposes of Part 8B (Cash access services) of the Act. issue (in relation to units): (1) (except in EG 14) the issue of new units by the trustee of an AUT, the depositary of an ACS or by an ICVC;. (2) (in EG 14): (a) an issue in accordance with (1); and (b) the sale of units. member (1) (except in PROF, UKLR, EG 16 ENFG App 1.5 and REC) a person admitted to membership of the Society or any person by law entitled or bound to administer their affairs. (2) (in PROF, UKLR and EG 16 ENFG App 1.5) (as defined in section 325(2) of the Act (FCA’s general duty)) (in relation to a profession) a person who is entitled to practise that profession and, in practising it, is subject to the rules of the relevant designated professional body, whether or not they are a member of that body. … Page 3 of 36

FCA 2025/18 non-authorised counterparty in EG ENFG, in relation to EMIR: … operator (1) (except in EG ENFG): … (2) (in EG ENFG) (in accordance with section 237(2) of the Act (Other definitions)): … … redemption (1) (except in EG 14 (Collective investment schemes)) (in relation to units in an authorised fund) the purchase of them from their holder by the authorised fund manager acting as a principal. (2) (in EG 14 (Collective investment schemes)) redemption as in (1) but including their cancellation by: (a) the trustee of an AUT; (b) the depositary of an ACS; or (b) an ICVC. securities financing transaction … (1A) (in COLL, DEPP, EG, FEES and FUND) a transaction defined in article 3(11) of the Securities Financing Transactions Regulation as follows: … … senior staff committee (in DEPP and EG) a committee consisting of senior FCA staff members that is empowered to make statutory notice decisions and statutory notice associated decisions by executive procedures. settlement decision makers (in DEPP and EG ENFG) two members of the FCA’s senior management, one of whom will be of at least director of division level (which may include an acting director) and the other of whom will be of at least head of department level, with responsibility for deciding whether to give statutory notices in the circumstances described in DEPP 5. At least one of the decision makers will not be Page 4 of 36

settlement discount scheme FCA 2025/18 from the Enforcement and Financial Crime Market Oversight Division. (in DEPP and EG ENFG) the scheme described in DEPP 6.7 by which the financial penalty that might otherwise be payable, or the length of the period of suspension or restriction that might otherwise be imposed, in respect of a person’s misconduct or contravention may be reduced to reflect the timing of any settlement agreement. Page 5 of 36

FCA 2025/18 Annex B Amendments to the Threshold Conditions sourcebook (COND) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 Introduction … 1.2 Purpose … Exercise of the FCA’s own-initiative powers 1.2.3 G (1) If, among other things, a firm is failing to satisfy any of the FCA threshold conditions, or is likely to fail to do so, the FCA may exercise its own-initiative powers under either section 55J (Variation or cancellation on initiative of regulator) or section 55L (Imposition of requirements by FCA) of the Act. Use of the FCA’s own-initiative powers is explained in SUP 7 (Individual requirements), and EG 8 SUP 6B (Variation and cancellation of permission on the FCA’s own initiative and intervention against incoming firms). … …

FCA 2025/18 Annex C Amendments to the Financial Stability and Market Confidence Sourcebook (FINMAR) In this Annex, underlining indicates new text and striking through indicates deleted text. 2 Short selling 2.1 Application and purpose … Purpose 2.1.2 G The purpose of this chapter is to provide guidance in relation to the FCA’s functions under the short selling regulation. Note: Other parts of the Handbook that may also be relevant to natural and legal persons to whom the short selling regulation applies include: Chapter 2 of SUP (the Supervision manual) and DEPP (the Decision Procedure and Penalties manual). The following Regulatory Guides are also relevant:

1. the Enforcement Guide (EG) (ENFG) Page 7 of 36

FCA 2025/18 Annex D Amendments to the General Provisions sourcebook (GEN) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 FCA approval and emergencies … 1.3 Emergency … 1.3.5 G GEN 1.3.2R operates on the FCA’s rules. It does not affect the FCA’s powers to take action against a firm in an emergency, based on contravention of other requirements and standards under the regulatory system. For example, the FCA may exercise its own-initiative power in appropriate cases to vary a firm’s Part 4A permission based on a failure or potential failure to satisfy the threshold conditions (see SUP 7 (Individual requirements) and EG 8 SUP 6B (Variation and cancellation of permission and imposition of requirements on the FCA’s own initiative)). Page 8 of 36

FCA 2025/18 Annex E Amendments to the Supervision manual (SUP) In this Annex, underlining indicates new text and striking through indicates deleted text, unless otherwise stated. 2 Information gathering by the FCA or PRA on its own initiative 2.1 Application and purpose … Purpose … 2.1.5 G Part XI of the Act (Information Gathering and Investigations) gives the FCA statutory powers, including: (1) to require the provision of information (see sections 165 and EG 3 ENFG 2); … (3) to appoint investigators (see sections 167, 168 and 169 of the Act and EG 3 ENFG 2); and (4) to apply for a warrant to enter premises (see section 176 of the Act and EG 4 ENFG App 1.7). … 2.3 Information gathering by the FCA on its own initiative: cooperation by firms … Information requested on behalf of other regulators … 2.3.12A G In complying with Principle 11, the FCA considers that a firm should cooperate with it in providing information for other regulators. Sections Section 169 (Investigations etc. in support of overseas regulator) of the Act gives the FCA certain statutory powers to obtain information and appoint investigators for overseas regulators if required (see DEPP 7, EG 3 ENFG 2 and ENFG 3). … 5 Reports by skilled persons Page 9 of 36

FCA 2025/18 … 5.3 Policy on the use of skilled persons … Alternative tools available, including other statutory powers 5.3.5 G The FCA will have regard to alternative tools that may be available, including for example: … (3) appointing investigators to carry out general investigations under section 167 of the Act (Appointment of investigator in general cases) (see EG 3 ENFG 2 for the FCA policy on the use of this power); and (4) appointing investigators to carry out investigations in particular cases under section 168 of the Act (Appointment of investigator in specific cases) (see EG 3 ENFG 2 for the FCA’s policy on the use of this power). … 6 Applications to vary and cancel Part 4A permission and to impose, vary or cancel requirements 6.1 Application, interpretation and purpose … Purpose … 6.1.6 G This chapter does not cover the FCA’s use of its own-initiative variation power or, in respect of FCA-authorised persons, its additional own￾initiative variation power to vary or cancel a firm’s Part 4A permission or its own-initiative requirement power to impose, vary or cancel a requirement (see SUP 7 (Individual requirements) and EG 8 SUP 6B (Variation and cancellation of permission and imposition of requirements on the FCA’s own initiative and intervention against incoming firms)). 6.2 Introduction … Firms with long term liabilities to customers … Page 10 of 36

FCA 2025/18 6.2.10A G In certain circumstances the FCA and/or the PRA may use their own￾initiative powers or the FCA may use its additional own-initiative variation power (see SUP 7 and EG 8) SUP 6B (Variation and cancellation of permission and imposition of requirements on the FCA’s own initiative and intervention against incoming firms)). … 6.3 Applications for variation of permission and/or imposition, variation or cancellation of requirements … Commencing new regulated activities … 6.3.42 G … (1A) The appropriate regulator may exercise its own-initiative variation power to cancel an investment firm’s Part 4A permission if the investment firm has provided or performed no investment services and activities at any time during the period of six months ending with the day on which the warning notice under section 55Z(1) of the Act is given (see EG 8 SUP 6B) and, if the investment firm is an FCA-authorised person, note also the FCA’s additional own￾initiative variation power. … … 6.4 Applications for cancellation of permission … The FCA and the PRA enforcement and investigation powers against a former authorised person 6.4.23 G If an application for cancellation of a firm’s Part 4A permission has been granted and a firm’s status as an authorised person has been withdrawn (see SUP 6.5) it will remain subject to certain investigative and enforcement powers as a former authorised person. These include: (1) information gathering and investigation powers in Part XI of the Act (Investigation gathering and investigations) (see EG 3 (Use of information gathering and investigation powers) ENFG 2 (Conduct of typical enforcement investigations)); (2) powers to apply to court for injunctions and restitution orders in Part XXV of the Act (Injunctions and restitution) (see EG 10 ENFG App Page 11 of 36

FCA 2025/18 1.1 (Injunctions) and EG 11 ENFG App 1.8 (Restitution and redress)); (3) powers in Part XXIV of the Act (Insolvency) to petition for administration orders or winding up orders against companies or insolvent partnerships, or bankruptcy orders (or in Scotland sequestration awards) against individuals (see EG 13 ENFG App 1.2 (Insolvency)); (4) powers in Part XXVII of the Act (Offences) to prosecute offences under the Act and other specified provisions (see EG 12 ENFG 6 (Prosecution of criminal offences)). … 6 Annex Additional guidance for a firm winding down (running off) its business 4 6 Annex G 4.1 … Use of own-initiative powers 5. If, for example, the FCA or the PRA has concerns relating to any of the statutory objectives (limited to the operational objectives in the case of the FCA), it may use its own￾initiative variation power (see SUP 7 (Individual requirements) and EG 8 SUP 6B (Variation and cancellation of permission on the FCA’s own initiative and intervention against incoming firms)), to vary the Part 4A permission of a firm which is winding down or transferring its regulated activities. … … Insert the following new chapter after SUP 6A (Permission to approve financial promotions). This text is all new and is not underlined. 6B Variation and cancellation of permission and imposition of requirements on the FCA’s own initiative and intervention against incoming firms 6B.1 Introduction 6B.1.1 G The FCA has powers under section 55J of the Act to vary or cancel an authorised person’s Part 4A permission and a power under section 55L to Page 12 of 36

FCA 2025/18 impose requirements on an authorised person. The FCA may use these powers where: (1) the person is failing or is likely to fail to satisfy the threshold conditions for which the FCA is responsible; (2) the person has not carried on a regulated activity to which the Part 4A permission relates for a period of at least 12 months (or 6 months in the case of a full-scope UK AIFM); (3) it is desirable to exercise the power in order to advance one or more of its operational objectives; or (4) the person has failed to comply with a requirement in Part 5 of the AIFMD UK regulation (AIFs which acquire control of non-listed companies and issuers), or it is for some other reason desirable to exercise the power for the purposes of ensuring compliance with such a requirement. 6B.1.2 G The powers under sections 55J and 55L of the Act to vary and cancel a person’s Part 4A permission and to impose requirements are exercisable in the same circumstances. However, the statutory procedure for the exercise of the own-initiative powers to vary a permission or impose a requirement is different to the statutory procedure for the exercise of the cancellation power under section 55J and this may determine how the FCA acts in a given case. Certain types of behaviour which may cause the FCA to cancel permission in one case may lead it to impose requirements, vary, or vary and later cancel, permission in another, depending on the circumstances. The non-exhaustive examples provided below are therefore illustrative but not conclusive of which action the FCA will take in a given case. 6B.1.3 G Separately, the FCA has its additional own-initiative variation power, under Schedule 6A to the Act, to vary or cancel the Part 4A permission of a firm that is an FCA-authorised person if: (1) it appears to the FCA that that person is carrying on no regulated activity to which the permission relates; and (2) that person has failed to respond as directed by the FCA to notices served by the FCA on that person under paragraph 2 of Schedule 6A. Guidance on that power, which may be used in an enforcement context, is provided in SUP 7. 6B.2 Varying a firm’s Part 4A permission or imposing requirements on the FCA’s own initiative 6B.2.1 G When it considers how it should deal with a concern about a firm, the FCA will have regard to its statutory objectives and the range of regulatory tools that are available to it. It will also have regard to: Page 13 of 36

FCA 2025/18 (1) the responsibilities of a firm’s management to deal with concerns about the firm or about the way its business is being or has been run; and (2) the principle that a restriction imposed on a firm should be proportionate to the objectives the FCA is seeking to achieve. 6B.2.2 G The FCA will proceed on the basis that a firm (together with its directors and senior management) is primarily responsible for ensuring the firm conducts its business in compliance with the Act, the Principles and other rules. 6B.2.3 G In the course of its supervision and monitoring of a firm or as part of an enforcement action, the FCA may make it clear that it expects the firm to take certain steps to meet regulatory requirements. In the vast majority of cases the FCA will seek to agree with a firm those steps the firm must take to address the FCA’s concerns. However, where the FCA considers it appropriate to do so, it will exercise its formal powers under sections 55J or 55L of the Act to vary a firm’s permission or to impose a requirement to ensure such requirements are met. This may include where: (1) the FCA has serious concerns about a firm, or about the way its business is being or has been conducted; (2) the FCA is concerned that the consequences of a firm not taking the desired steps may be serious; (3) the imposition of a formal statutory requirement reflects the importance the FCA attaches to the need for the firm to address its concerns; (4) the imposition of a formal statutory requirement may assist the firm to take steps which would otherwise be difficult because of legal obligations owed to third parties. 6B.2.4 G SUP 7 provides more information about the situations in which the FCA may decide to take formal action in the context of its supervision activities, including the use of its additional own-initiative variation power. 6B.2.5 G Examples of circumstances in which the FCA will consider varying a firm’s Part 4A permission because it has serious concerns about a firm, or about the way its business is being or has been conducted include where: (1) in relation to the grounds for exercising the power under section 55J(1)(a) or section 55L(2)(a) of the Act, the firm appears to be failing, or appears likely to fail, to satisfy the threshold conditions relating to one or more, or all, of its regulated activities, because for instance: (a) the firm’s material and financial resources appear inappropriate for the scale or type of regulated activity it is Page 14 of 36

FCA 2025/18 carrying on – for example, where it has failed to take account of the need to manage risk professional indemnity insurance or where it is unable to meet its liabilities as they have fallen due; or (b) the firm appears not to be a fit and proper person to carry on a regulated activity because: (i) it has not conducted its business in compliance with high standards which may include putting itself at risk of being used for the purposes of financial crime or being otherwise involved in such crime; (ii) it has not been managed soundly and prudently and has not exercised due skill, care, and diligence in carrying on one or more, or all, of its regulated activities; (iii) it has breached requirements imposed on it by or under the Act (including the Principles and the rules) – for example, in respect of its disclosure or notification requirements, and the breaches are material in number or in individual seriousness; (c) the firm’s business model is not suited to its regulated activities – for example, where the firm’s business model is not compatible with its affairs being conducted in a sound and prudent manner; (d) the firm is not capable of effective supervision by the FCA, for example, where the way in which its business is organised or its membership of a group is likely to prevent effective supervision; (2) in relation to the grounds for exercising the power under section 55J(1)(c)(i) or section 55L(2)(c), it appears that the interests of consumers are at risk because the firm appears to have breached any of Principles 6 to 10 of the FCA’s Principles (see PRIN 2.1.1R) to such an extent that it is desirable that limitations, restrictions, or prohibitions are placed on the firm’s regulated activity. 6B.3 Use of the own-initiative powers 6B.3.1 G The FCA may impose, under sections 55J or 55L of the Act, a variation of permission or a requirement so that it takes effect immediately or on a specified date if it reasonably considers it necessary for the variation or requirement to take effect immediately (or on the date specified), having regard to the ground on which it is exercising its own-initiative powers. 6B.3.2 G The FCA will consider exercising its own-initiative power where: Page 15 of 36

FCA 2025/18 (1) the information available to it indicates serious concerns about the firm or its business that need to be addressed immediately; and (2) circumstances indicate that it is appropriate to use statutory powers immediately to require and/or prohibit certain actions by the firm in order to ensure the firm addresses these concerns. 6B.3.3 G It is not possible to provide an exhaustive list of the situations that will give rise to such serious concerns, but they are likely to include one or more of the following characteristics: (1) information indicating significant loss, risk of loss or other adverse effects for consumers, where action is necessary to protect their interests; (2) information indicating that a firm’s conduct has put it at risk of being used for the purposes of financial crime, or of being otherwise involved in crime; (3) evidence that the firm has submitted to the FCA inaccurate or misleading information so that the FCA becomes seriously concerned about the firm’s ability to meet its regulatory obligations; and (4) circumstances suggesting a serious problem within a firm or with a firm’s controllers that calls into question the firm’s ability to continue to meet the threshold conditions. 6B.3.4 G The FCA will consider the full circumstances of each case when it decides whether a variation of Part 4A permission under section 55J of the Act or an imposition of a requirement under section 55L of the Act is appropriate. The following is a non-exhaustive list of factors the FCA may consider. (1) The extent of any loss, or risk of loss, or other adverse effect on consumers. The more serious the loss or potential loss or other adverse effect, the more likely it is that the FCA’s exercise of own￾initiative powers will be appropriate, to protect the consumers’ interests. (2) The extent to which customer assets appear to be at risk. Exercise of the FCA’s own-initiative power may be appropriate where the information available to the FCA suggests that customer assets held by, or to the order of, the firm may be at risk. (3) The nature and extent of any false or inaccurate information provided by the firm. Whether false or inaccurate information warrants the FCA’s exercise of its own-initiative powers will depend on matters such as: (a) the impact of the information on the FCA’s view of the firm’s compliance with the regulatory requirements to which Page 16 of 36

FCA 2025/18 it is subject, the firm’s suitability to conduct regulated activities, or the likelihood that the firm’s business may be being used in connection with financial crime; (b) whether the information appears to have been provided in an attempt knowingly to mislead the FCA, rather than through inadvertence; (c) whether the matters to which false or inaccurate information relates indicate there is a risk to customer assets or to the other interests of the firm’s actual or potential customers. (4) The seriousness of any suspected breach of the requirements of the legislation or the rules and the steps that need to be taken to correct that breach. (5) The financial resources of the firm. Serious concerns may arise where it appears the firm may be required to pay significant amounts of compensation to consumers. In those cases, the extent to which the firm has the financial resources to do so will affect the FCA’s decision about whether exercise of the FCA’s own-initiative powers is appropriate to preserve the firm’s assets, in the interests of the consumers. The FCA will take account of any insurance cover held by the firm. It will also consider the likelihood of the firm’s assets being dissipated without the FCA’s intervention, and whether the exercise of the FCA’s power to petition for the winding up of the firm is more appropriate than the use of its own-initiative powers (see ENFG App 1.2). (6) The risk that the firm’s business may be used or has been used to facilitate financial crime, including money laundering. The information available to the FCA, including information supplied by other law enforcement agencies, may suggest the firm is being used for, or is itself involved in, financial crime. Where this appears to be the case, and the firm appears to be failing to meet the threshold conditions or has put its customers’ interests at risk, the FCA’s use of its own-initiative powers may well be appropriate. (7) The risk that the firm’s conduct or business presents to the financial system and to confidence in the financial system. (8) The firm’s conduct. The FCA will take into account: (a) whether the firm identified the issue (and if so whether this was by chance or as a result of the firm’s normal controls and monitoring); (b) whether the firm brought the issue promptly to the FCA’s attention; Page 17 of 36

FCA 2025/18 (c) the firm’s past history, management ethos and compliance culture; (d) steps that the firm has taken or is taking to address the issue. (9) The impact that use of the FCA’s own-initiative powers will have on the firm’s business and on its customers. The FCA will take into account the (sometimes significant) impact that a variation of permission may have on a firm’s business and on its customers’ interests, including the effect of variation on the firm’s reputation and on market confidence. The FCA will need to be satisfied that the impact of any use of the own-initiative power is likely to be proportionate to the concerns being addressed, in the context of the overall aim of achieving its statutory objectives. 6B.4 Limitations and requirements that the FCA may impose when exercising its section 55J and 55L powers 6B.4.1 G When varying Part 4A permission at its own-initiative under its section 55J power (or section 55Q power), the FCA may include in the Part 4A permission as varied any limitation or restriction which it could have imposed if a fresh permission were being given in response to an application under section 55A of the Act. 6B.4.2 G Examples of the limitations that the FCA may impose when exercising its own-initiative variation power include limitations on: the number, or category, of customers that a firm can deal with; the number of specified investments that a firm can deal in; and the activities of the firm so that they fall within specific regulatory regimes (for example, so that oil market participants, corporate finance advisory firms and service providers are permitted only to carry on those types of activities). 6B.4.3 G Under its section 55L power (or section 55Q power), the FCA may, at any time and of its own initiative, impose on an authorised person such requirements as it considers appropriate. 6B.4.4 G Examples of requirements that the FCA may consider imposing when exercising its own-initiative power are: a requirement not to take on new business; a requirement not to hold or control client money; a requirement not to trade in certain categories of specified investment; a requirement that prohibits the disposal of, or other dealing with, any of the firm’s assets (whether in the United Kingdom or elsewhere) or restricts those disposals or dealings; and a requirement that all or any of the firm’s assets, or all or any assets belonging to investors but held by the firm to its order, must be transferred to a trustee approved by the FCA. 6B.5 Cancelling a firm’s Part 4A permission on its own initiative Page 18 of 36

FCA 2025/18 6B.5.1 G The FCA will consider cancelling a firm’s Part 4A permission using its own-initiative powers contained in sections 55J and 55Q respectively of the Act in 2 main circumstances: (1) where the FCA has very serious concerns about a firm, or the way its business is or has been conducted; (2) where the firm’s regulated activities have come to an end and it has not applied for cancellation of its Part 4A permission. 6B.5.2 G The grounds on which the FCA may exercise its power to cancel an authorised person’s permission under section 55J of the Act are the same as the grounds for variation and for imposition of requirements. They are set out in section 55J(1) and section 55L(2) and described in SUP 6B.1.1G. Examples of the types of circumstances in which the FCA may cancel a firm’s Part 4A permission include: (1) non-compliance with a Financial Ombudsman Service award against the firm; (2) material non-disclosure in an application for authorisation or approval or material non-notification after authorisation or approval has been granted. The information which is the subject of the non￾disclosure or non-notification may also be grounds for cancellation; (3) failure to have or maintain adequate financial resources, or a failure to comply with regulatory capital requirements; (4) non-submission of, or provision of false information in, regulatory returns, or repeated failure to submit such returns in a timely fashion; (5) non-payment of FCA fees or repeated failure to pay FCA fees except under threat of enforcement action; (6) failure to provide the FCA with valid contact details or failure to maintain the details provided, such that the FCA is unable to communicate with the firm; (7) repeated failures to comply with rules or requirements; (8) a failure to cooperate with the FCA which is of sufficient seriousness that the FCA ceases to be satisfied that the firm is fit and proper – for example, failing without reasonable excuse to: (a) comply with the material terms of a formal agreement made with the FCA to conclude or avoid disciplinary or other enforcement action; or (b) provide material information or take remedial action reasonably required by the FCA. Page 19 of 36

FCA 2025/18 Sections 55J(6) and 55K of the Act set out further grounds on which the FCA may cancel the permission of authorised persons which are investment firms and section 55J(6A) of the Act sets out further grounds on which the FCA may cancel the permission of authorised persons who are full-scope UK AIFMs. 6B.5.3 G The FCA may also vary or cancel, under Schedule 6A to the Act, the Part 4A permission of a firm that is an FCA-authorised person if: (1) it appears to the FCA that that person is carrying on no regulated activity to which the permission relates; and (2) that person has failed to respond as directed to notices served by the FCA on that person under paragraph 2 of Schedule 6A. Schedule 6A specifies that the FCA may form the view that a firm is carrying on no such regulated activity on the basis of its failure to pay a periodic fee or levy or provide information to the FCA, in each case as required by the Handbook. Further guidance on this power is given in SUP 7. 6B.5.4 G Depending on the circumstances, the FCA may need to consider whether it should first use its own-initiative powers to impose requirements on a firm or to vary a firm’s Part 4A permission before going on to cancel it. Among other circumstances, the FCA may use this power where it considers it needs to take immediate action against a firm because of the urgency and seriousness of the situation. 6B.5.5 G Where the situation appears so urgent and serious that the firm should immediately cease to carry on all regulated activities, the FCA may first vary the firm’s Part 4A permission so that there is no longer any regulated activity for which the firm has a Part 4A permission. If it does this, the FCA will then have a duty to cancel the firm’s Part 4A permission once it is satisfied that it is no longer necessary to keep the Part 4A permission in force. 6B.5.6 G However, where the FCA has cancelled a firm’s Part 4A permission, it is required by section 33 of the Act to go on to give a direction withdrawing the firm’s authorisation. Accordingly, the FCA may decide to keep a firm’s Part 4A permission in force to maintain the firm’s status as an authorised person and enable it (the FCA) to monitor the firm’s activities. An example is where the FCA needs to supervise an orderly winding down of the firm’s regulated business (see SUP 6.4.22G (When will the relevant regulator grant an application for cancellation of permission?)). Alternatively, the FCA may decide to keep a firm’s Part 4A permission in force to maintain the firm’s status as an authorised person to use administrative enforcement powers against the firm. Page 20 of 36

FCA 2025/18 6B.6 Exercising the power under section 55Q to vary or cancel a firm’s Part 4A permission or to impose requirements on a firm in support of an overseas regulator: the FCA’s policy 6B.6.1 G The FCA has a power under section 55Q to vary, or alternatively cancel, a firm’s Part 4A permission, or to impose requirements on a firm, in support of an overseas regulator. Section 55Q, (5) and (6) sets out matters the FCA may, or must, take into account when it considers whether to exercise these powers. 6B.6.2 G The FCA will actively consider requests for assistance from overseas regulators. Section 55Q, which sets out matters the FCA may take into account when it decides whether to vary or cancel a firm’s Part 4A permission or to impose requirements on a firm in support of the overseas regulator, applies in these circumstances. 6B.6.3 G Where section 55Q(5) applies and the FCA is considering whether to vary a firm’s Part 4A permission or to impose requirements on a firm, it may take account of all the factors described in SUP 6B.6.1G to 6B.6.6G but may give particular weight to: (1) the matters set out in paragraphs (c) and (d) of section 55Q(5) (seriousness, importance to persons in the United Kingdom, and the public interest); and (2) any specific request made to it by the overseas regulator to impose requirements or to vary, rather than cancel, the firm’s Part 4A permission. 6B.6.4 G The FCA will give careful consideration to whether the relevant authority’s concerns would provide grounds for the FCA to exercise its own-initiative powers to vary, impose requirements or cancel if they related to a UK firm. It is not necessary for the FCA to be satisfied that the overseas provisions being enforced mirror precisely those which apply to UK firms. However, the FCA will not assist in the enforcement of regulatory requirements or other provisions that appear to extend significantly beyond the purposes of UK regulatory provisions. 6B.6.5 G Similarly, the FCA will not need to be satisfied that precisely the same assistance would be provided to the United Kingdom in precisely the same situation. However, it will wish to be confident that the relevant authorities in the jurisdiction concerned would have powers available to them to provide broadly similar assistance in aid of UK authorities, and would be willing properly to consider exercising those powers. The FCA may decide, under section 55Q(6), not to exercise its own-initiative powers to vary or cancel in response to a request unless the regulator concerned undertakes to make whatever contribution towards the cost of its exercise the FCA considers appropriate. Page 21 of 36

FCA 2025/18 6B.6.6 G SUP 6B.4.2G and 6B.4.4G set out some examples of limitations and requirements the FCA may impose when exercising its section 55Q powers. 6B.7 Other relevant powers 6B.7.1 G The Bank Recovery and Resolution Order 2016 amended the Act by adding sections 71B to 71I. The FCA has powers to remove directors and senior executives and to appoint temporary managers of relevant firms or parent undertakings, as defined by section 71I of the Act. Where a temporary manager has been appointed, the FCA also has powers to require the directors not to exercise specified functions during the period of appointment and to consult the temporary manager, or obtain the consent of the temporary manager, before taking specified decisions or specified action. The FCA will exercise these powers in accordance with the conditions and procedures set out in the relevant sections of the Act. 6B.8 Supervisory notices varying a firm’s Part 4A permission, imposing a requirement or varying an approval on the FCA’s own initiative (see DEPP 8) and supervisory notices imposing a direction under regulation 74C of the Money Laundering Regulations on the FCA’s own initiative (see ENFG App 2.2) 6B.8.1 G It is important that the FCA maintains an accurate public record. One of the ways the FCA does this is by publishing the reasons for variations of Part 4A permission, the imposition of requirements, variations of the approval of SMF managers and the imposition and variation of directions under regulation 74C(5) of the Money Laundering Regulations. The FCA will always aim to balance the interests of consumers and the possibility of unfairness to the person subject to the FCA’s action. The FCA will publish relevant details of fundamental and non-fundamental variations of Part 4A permission and requirements which it imposes on firms, variations of approval of SMF managers and directions under regulation 74C(5) of the Money Laundering Regulations. But it will use its discretion not to do so if it considers this to be unfair to the person on whom the variation or direction is imposed, prejudicial to the interests of consumers, or detrimental to the stability of the UK financial system. Publication will generally include placing the notice on the FCA website and this may be accompanied by a press release. As with warning notice statements, decision notices and final notices, supervisory notices and related press releases that are published on the FCA’s website will be reviewed upon request. The FCA will determine at that time whether continued publication is appropriate, or whether notices and related press releases should be removed or amended. The FCA expects usually to conclude that supervisory notices and related press releases that have been published for less than 6 years should not be removed from the website. 6B.8.2 G The FCA will amend the Financial Services Register to reflect a firm’s actual Part 4A permission, the terms of an SMF manager’s actual approval under section 59 of the Act following any variation or the terms of Page 22 of 36

FCA 2025/18 a direction imposed under regulation 74C of the Money Laundering Regulations. 6B.8.3 G Where the FCA publishes a supervisory notice issued under regulation 74C of the Money Laundering Regulations and the FCA subsequently decides to rescind the direction to which a notice relates or the subject of a direction is successful in overturning the direction, the FCA will make it clear on its website that the supervisory notice no longer applies. 6B.8.4 G Where the FCA publishes a supervisory notice issued under regulation 74C of the Money Laundering Regulations and the subject of the direction refers the matter to the Tribunal, the FCA will make it clear on its website that the supervisory notice has been referred to the Tribunal. Amend the following as shown. 7 Individual requirements … 7.2 The FCA’s powers to set individual requirements and limitations and cancel Part 4A permissions on its own initiative … 7.2.3 G The FCA may also use its own-initiative powers for enforcement purposes. EG 8 SUP 6B sets out in detail the FCA’s powers under sections 55J and 55L of the Act and the circumstances under which the FCA may use its own￾initiative powers in this way, whether for enforcement purposes or as part of its day to day supervision of firms. This chapter provides additional guidance on when the FCA will use these powers for supervision purposes. … 15 Notifications to the FCA … 15.3 General notification requirements … Lloyd’s of London 15.3.22 D SUP 15.3.23D to SUP 15.3.25D are given in relation to the exercise of the powers of the Society and of the Council generally, with a view to achieving the objective of enabling the FCA to: … Page 23 of 36

FCA 2025/18 (3) enforce the provisions of the Act, or requirements made under the Act, by enabling the FCA to consider, where appropriate, whether it should use its powers, for example, to: … (b) withdraw approval from an approved person acting for or on behalf of an underwriting agent, under section 63 of the Act (Withdrawal of approval) (see EG 9 ENFG 5); (c) prohibit an individual acting for or on behalf of an underwriting agent from involvement in regulated activities, under section 56 of the Act (Prohibition orders) (see EG 9 ENFG 5); (d) require an underwriting agent to make restitution, under section 384 of the Act (Power of FCA or PRA to require restitution) (see EG 11 ENFG App 1.8); (e) discipline an underwriting agent, or an approved person acting for it or on its behalf, for a breach of a requirement made under the Act, including the Principles, Statements of Principle and rules (see DEPP 6 and EG 7); (f) apply to court for an injunction, restitution order or insolvency order (see EG 10, EG 11 and EG 13 ENFG App 1.1, ENFG App 1.8 and ENFG App 1.2); and (g) prosecute any criminal offence that the FCA has power to prosecute under the Act (see EG 12 ENFG 6). … Page 24 of 36

2 FCA 2025/18 Annex F Amendments to the Decision Procedure and Penalties manual (DEPP) In this Annex, underlining indicates new text and striking through indicates deleted text. Statutory notices and the allocation of decision making … 2 Annex Warning notices and decision notices under the Act and certain other 1G enactments … Section of the Act Description Handbook reference Decision maker … 255(1)/(2) when the FCA is proposing or deciding to make an order under section 254 revoking the authorisation order of an AUT * None, but see Chapter 14 of the Regulatory Guide EG ENFG App 1.3. Executive procedures … 261V(1)/(2) when the FCA is proposing or deciding to make an order under section 261U revoking the authorisation order of an ACS* None, but see Chapter 14 of the Regulatory Guide EG ENFG App 1.3. Executive procedures … … 3 The nature and procedure of the RDC … 3.2 The operation of the RDC … Procedure: warning notices … Page 25 of 36

FCA 2025/18 3.2.14B G The RDC will then consider whether it is appropriate in all the circumstances to publish information about the matter to which the warning notice falling within section 391(1ZB) of the Act relates. The FCA’s policy on publishing such information is set out in EG 6 ENFG 4. … 5 Settlement decision procedure 5.1 Settlement decision makers Introduction 5.1.1 G … (4) At least one of the settlement decision makers will not be from the Enforcement and Financial Crime Market Oversight Division. The other settlement decision maker will usually be, but need not be, from the Enforcement and Financial Crime Market Oversight Division. A settlement decision maker will not have been directly involved in establishing the evidence on which the decision is based. … … Procedure: warning notice statements … 5.1.8L G The settlement decision makers will then consider whether it is appropriate in all the circumstances to publish information about the matter to which the warning notice falling within section 391(1ZB) of the Act relates. The FCA’s policy on publishing such information is set out in EG 6 ENFG 4. … 6 Penalties … 6.2 Deciding whether to take action 6.2.1 G The FCA will consider the full circumstances of each case when determining whether or not to take action for a financial penalty or public censure. Set out below is a list of factors that may be relevant for this purpose. The list is not exhaustive: not all of these factors may be applicable in a particular case, and there may be other factors, not listed, that are relevant. … Page 26 of 36

FCA 2025/18 (4) FCA guidance and other published materials: The FCA will not take action against a person for behaviour that it considers to be in line with guidance, other materials published by the FCA in support of the Handbook or FCA-confirmed Industry Guidance which were current at the time of the behaviour in question. (The manner in which guidance and other published materials may otherwise be relevant to an enforcement case is described in EG 2 ENFG 3.4.) … 6.5 Determining the appropriate level of financial penalty … 6.5.3 G … Apportionment of financial penalties 6.5.4 G In a case where the FCA is proposing to impose a financial penalty on a person for 2 or more separate and distinct areas of misconduct, the FCA will consider whether it is appropriate to identify in the decision notice and final notice how the penalty is apportioned between those separate and distinct areas. Apportionment will not, however, generally be appropriate in other cases. … 7 Statement of policy on interviews conducted on behalf of overseas and EEA regulators … 7.2 Interviews … Policy on use of investigative powers 7.2.4 G The FCA’s policy on how it will use its investigative powers, including its power to appoint investigators, in support of overseas regulators, is set out in the FCA’s Enforcement Guide (EG) (ENFG). … Page 27 of 36

FCA 2025/18 Annex G Amendments to the Consumer Redress Schemes sourcebook (CONRED) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 General … 1.8 Imposing a consumer redress scheme on a firm under section 404F(7) of the Act Triggers that must be met before the FCA can impose a consumer redress scheme under section 404F(7) … 1.8.6 G Further information about varying a firm’s permission or varying or imposing requirements on the FCA’s own initiative under section 55J or section 55L of the Act is set out in EG 8 SUP 6B. … Page 28 of 36

FCA 2025/18 Annex H Amendments to the Collective Investment Schemes sourcebook (COLL) In this Annex, underlining indicates new text and striking through indicates deleted text. 7 Suspension of dealings, termination of authorised funds and side pockets 7.1 Purpose … Purpose 7.1.3 G … (2) This chapter also helps with the statutory objective of protecting consumers, by providing a cost effective and fair means of winding up authorised funds and terminating sub-funds of ICVCs, AUTs and co-ownership schemes. EG 14 ENFG App 1.3 (Collective investment schemes) deals with the FCA’s powers to revoke the authorisation of authorised funds otherwise than by consent. … Page 29 of 36

FCA 2025/18 Annex I Amendments to the Credit Unions sourcebook (CREDS) In this Annex, underlining indicates new text and striking through indicates deleted text. 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 … The Enforcement Guide (EG) (ENFG) The Enforcement Guide (EG) (ENFG) describes the FCA’s approach to exercising the main enforcement powers given to it by the Act and by other legislation. … Page 30 of 36

FCA 2025/18 Annex J Amendments to the Professional Firms sourcebook (PROF) In this Annex, underlining indicates new text and striking through indicates deleted text. 2 Status of exempt professional firm 2.1 Designated professional bodies and exempt regulated activities … Exempt regulated activities 2.1.3 G Section 327 of the Act (Exemption from the general prohibition) sets out the conditions which must be met for a person to be treated as an exempt professional firm, and for the person’s regulated activities to be treated as exempt regulated activities. If the exemption in section 327 does not apply to a person and the person carries on a regulated activity, the person may contravene the general prohibition and be committing a criminal offence. The FCA’s approach to the use of its powers in respect of alleged contraventions of the general prohibition is explained in EG 12 ENFG 6. 2.1.4 G If the FCA has made a direction under section 328 of the Act (Directions in relation to the general prohibition) (see PROF 3.2) in relation to classes of person (or regulated activity), then a person within the class (or carrying on the regulated activity) specified will not be an exempt professional firm. In addition, section 329 of the Act (Orders in relation to the general prohibition) gives the FCA power to make an order disapplying the Part XX exemption from a person named in the Order. The FCA’s general approach to the use of this power is explained in EG 16 ENFG App 1.5. … Page 31 of 36

FCA 2025/18 Annex K Amendments to the Regulated Covered Bonds sourcebook (RCB) In this Annex, underlining indicates new text and striking through indicates deleted text. 4 Enforcement powers … 4.2 Enforcement powers and penalties The FCA’s enforcement powers 4.2.1 G The FCA’s approach to the exercise of its enforcement powers will be consistent with its approach in DEPP and EG ENFG so far as appropriate. … Financial penalties 4.2.4 G The FCA’s policy on imposing financial penalties (including the amount of any such penalties) under the RCB Regulations will be consistent with the policy as set out in DEPP and EG with appropriate modifications. … Page 32 of 36

4 FCA 2025/18 Annex L Amendments to the Recognised Investment Exchanges sourcebook (REC) In this Annex, underlining indicates new text and striking through indicates deleted text. 2A Recognised Auction Platforms … 2A.4 Power and procedure for RAP penalties and censures … 2A.4.12 G The FCA will apply the approach to publicity that it has outlined in EG 6 ENFG 4. … Supervision … 4.2C Control over a UK RIE … 4.2C.7 G If the FCA refuses to approve an acquisition or objects to an existing control, the person concerned may refer the matter to the Tribunal (see EG 2.39). … 4.2D Suspension and removal of financial instruments from trading by the FCA … 4.2D.2 G The procedure the FCA will follow if it exercises its power to require a UK RIE to suspend or remove a financial instrument from trading is set out in sections 313B to 313BE of the Act. The FCA’s internal arrangements provide for decisions to exercise this power to be taken at an appropriately senior level. If the FCA exercises this power, the UK RIE concerned and the issuer (if any) of the relevant financial instrument may refer the matter to the Tribunal (see EG 2.39). … Page 33 of 36

FCA 2025/18 Annex M Amendments to the UK Listing Rules sourcebook (UKLR) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 Preliminary: all securities 1.1 Introduction … 1.1.1 R … [Note: Other parts of the Handbook that may also be relevant to issuers or sponsors include the Disclosure Guidance and Transparency Rules sourcebook (DTR), the Prospectus Regulation Rules sourcebook (PRR), the Conduct of Business sourcebook (COBS), the Decision Procedure and Penalties manual (DEPP), Chapter 9 of the Supervision manual (SUP) and General Provisions (GEN). The Enforcement Guide (EG) (ENFG) may also be relevant to issuers or sponsors.] … 2 Listing Principles 2.1 Application and purpose … Purpose … 2.1.5 G DEPP 6 (Penalties) and EG 7 set sets out guidance on the consequences of breaching a Listing Principle. Page 34 of 36

FCA 2025/18 Annex N Amendments to the Disclosure Guidance and Transparency Rules sourcebook (DTR) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 Introduction 1.1 Application and purpose (Disclosure guidance) … FCA performing functions as competent authority 1.1.3 G Other relevant parts of Handbook … The following Regulatory Guides are also relevant:

1. The Enforcement Guide (EG) (ENFG) … … 1A Introduction (Transparency rules) 1A.1 Application and purpose (Transparency rules) … FCA performing functions as competent authority 1A.1.4 G Other relevant parts of Handbook … The following Regulatory Guides are also relevant:
2. The Enforcement Guide (EG) (ENFG) … … 1C Introduction (Primary information providers) 1C.1 Application and purpose (Primary information providers) … Page 35 of 36

FCA 2025/18 1C.1.2 G The purpose of the requirements in DTR 8 is to make the Part 6 rules permitted under section 89P of the Act in relation to primary information providers and persons applying for approval as primary information providers. [Note: Other parts of the Handbook that may also be relevant to primary information providers include DEPP (Decision Procedure and Penalties manual) and Chapter 9 of SUP (Supervision manual). EG ENFG (Enforcement Guide) is also relevant.] Page 36 of 36

© Financial Conduct Authority 2025 12 Endeavour Square London E20 1JN Telephone: +44 (0)20 7066 1000 Website: www.fca.org.uk All rights reserved Pub ref: 2-008408 All our publications are available to download from www.fca.org.uk. Request an alternative format Please complete this form if you require this content in an alternative format. Or call 0207 066 1000 Sign up for our news and publications alerts