(1) If the appropriate regulator is satisfied that—
(a) a person (“P”) has at any time performed a controlled function without approval, and
(b) at that time P knew, or could reasonably be expected to have known, that P was performing a controlled function without approval,
it may impose a penalty on P of such amount as it considers appropriate.
(2) For the purposes of this section P performs a controlled function without approval at any time if at that time—
(a) P performs a controlled function under an arrangement entered into by an authorised person (“A”), or by a contractor of A, in relation to the carrying on by A of a regulated activity; and
(b) P, when performing the function, is not acting in accordance with an approval given under section 59.
(3) The appropriate regulator may not impose a penalty under this section after the end of the limitation period unless, before the end of that period, it has given a warning notice to the person concerned under section 63B(1).
(4) “The limitation period” means the relevant period beginning with the first day on which the appropriate regulator knew that the person concerned had performed a controlled function without approval.
(5) For this purpose the appropriate regulator is to be treated as knowing that a person has performed a controlled function without approval if it has information from which that can reasonably be inferred.
(5A) The appropriate regulator”—
(a) in relation to a controlled function which is of a description specified in rules made by the FCA, means the FCA, and
(b) in relation to a controlled function which is of a description specified in rules made by the PRA, means the PRA.
(5B) The relevant period” is—
(a) in relation to the performance of a controlled function without approval before the day on which this subsection comes into force, the period of 3 years, and
(b) in relation to the performance of a controlled function without approval on or after that day, the period of 6 years.
(6) Any other expression which is used both in this section and section 59 has the same meaning in this section as in that section.
(1) If a regulator proposes to impose a penalty on a person under section 63A, it must give the person a warning notice.
(2) A warning notice must state the amount of the penalty.
(3) If a regulator decides to impose a penalty on a person under section 63A, it must give the person a decision notice.
(4) A decision notice must state the amount of the penalty.
(5) If a regulator decides to impose a penalty on a person under section 63A, the person may refer the matter to the Tribunal.
(1) Each regulator must prepare and issue a statement of its policy with respect to—
(a) the imposition of penalties under section 63A; and
(b) the amount of penalties under that section.
(2) Each regulator's policy in determining whether a penalty should be imposed, and what the amount of a penalty should be, must include having regard to—
(a) the conduct of the person on whom the penalty is to be imposed;
(b) the extent to which the person could reasonably be expected to have known that a controlled function was performed without approval;
(c) the length of the period during which the person performed a controlled function without approval; and
(d) whether the person on whom the penalty is to be imposed is an individual.
(3) Each regulator's policy in determining whether a penalty should be imposed on a person must also include having regard to the appropriateness of taking action against the person instead of, or in addition to, taking action against an authorised person.
(4) A statement issued under this section must include an indication of the circumstances in which the regulator that has issued the statement would expect to be satisfied that a person could reasonably be expected to have known that the person was performing a controlled function without approval.
(5) A regulator may at any time alter or replace a statement issued by it under this section.
(6) If a statement issued under this section is altered or replaced by a regulator, the regulator must issue the altered or replaced statement.
(7) A regulator must, without delay, give the Treasury a copy of any statement which it publishes under this section.
(8) A statement issued under this section by a regulator must be published by the regulator in the way appearing to the regulator to be best calculated to bring it to the attention of the public.
(9) The regulator may charge a reasonable fee for providing a person with a copy of the statement.
(10) In exercising, or deciding whether to exercise, its power under section 63A in the case of any particular person, a regulator must have regard to any statement of policy published by it under this section and in force at a time when the person concerned performed a controlled function without approval.
(1) Before a regulator issues a statement under section 63C, the regulator must publish a draft of the proposed statement in the way appearing to the regulator to be best calculated to bring it to the attention of the public.
(2) The draft must be accompanied by notice that representations about the proposal may be made to the regulator within a specified time.
(3) Before issuing the proposed statement, the regulator must have regard to any representations made to it in accordance with subsection (2).
(4) If the regulator issues the proposed statement it must publish an account, in general terms, of—
(a) the representations made to it in accordance with subsection (2); and
(b) its response to them.
(5) If the statement differs from the draft published under subsection (1) in a way which is, in the opinion of the regulator, significant, the regulator must (in addition to complying with subsection (4)) publish details of the difference.
(6) A regulator may charge a reasonable fee for providing a person with a copy of a draft published by it under subsection (1).
(7) This section also applies to a proposal to alter or replace a statement.
63E Certification of employees by ... authorised persons
(1) An authorised person (“A”) must take reasonable care to ensure that no employee of A performs a specified function under an arrangement entered into by A in relation to the carrying on by A of a regulated activity, unless the employee has a valid certificate issued by A under section 63F.
(2) “Specified function”—
(a) in relation to the carrying on of a regulated activity by a PRA-authorised person, means a function of a description specified in rules made by the FCA or the PRA, and
(b) in relation to the carrying on of a regulated activity by any other authorised person, means a function of a description specified in rules made by the FCA.
(3) The FCA may specify a description of function under subsection (2)(a) or (b) only if, in relation to the carrying on of a regulated activity by an authorised person of a particular description—
(a) the function is not a controlled function in relation to the carrying on of that activity by an authorised person of that description, but
(b) the FCA is satisfied that the function is nevertheless a significant-harm function.
(4) The PRA may specify a description of function under subsection (2)(a) only if, in relation to the carrying on of a regulated activity by a ... PRA-authorised person of a particular description—
(a) the function is not a controlled function in relation to the carrying on of that activity by a ... PRA-authorised person of that description, but
(b) the PRA is satisfied that the function is nevertheless a significant-harm function.
(5) A function is a “significant-harm function”, in relation to the carrying on of a regulated activity by an authorised person, if—
(a) the function will require the person performing it to be involved in one or more aspects of the authorised person's affairs, so far as relating to the activity, and
(b) those aspects involve, or might involve, a risk of significant harm to the authorised person or any of its customers.
(6) Each regulator must—
(a) keep under review the exercise of its power under subsection (2) to specify any significant-harm function as a specified function, and
(b) exercise that power in a way that it considers will minimise the risk of employees of ... authorised persons performing significant-harm functions which they are not fit and proper persons to perform.
(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8) In this section—
“controlled function” has the meaning given by section 59(3);
“customer”—
in relation to an authorised person, means a person who is using, or who is or may be contemplating using, any of the services provided by the authorised person; and
in relation to an authorised person carrying on a regulated claims management activity, also means (so far as not included in paragraph (a)) a person who has or may have a claim within the meaning of section 419A in respect of which the authorised person is carrying on a regulated claims management activity.
...
(9) In this section any reference to an employee of a person (“A”) includes a reference to a person who—
(a) personally provides, or is under an obligation personally to provide, services to A under an arrangement made between A and the person providing the services or another person, and
(b) is subject to (or to the right of) supervision, direction or control by A as to the manner in which those services are provided.
(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) An authorised person may issue a certificate to a person under this section only if the authorised person is satisfied that the person is a fit and proper person to perform the function to which the certificate relates.
(2) In deciding whether the person is a fit and proper person to perform the function, the ... authorised person must have regard, in particular, to whether the person—
(a) has obtained a qualification,
(b) has undergone, or is undergoing, training,
(c) possesses a level of competence, or
(d) has the personal characteristics,
required by general rules made by the appropriate regulator in relation to employees performing functions of that kind.
(3) In subsection (2) “the appropriate regulator” means—
(a) in relation to employees of PRA-authorised persons, the FCA or the PRA, and
(b) in relation to employees of any other authorised person, the FCA.
(4) A certificate issued by an authorised person to a person under this section must—
(a) state that the authorised person is satisfied that the person is a fit and proper person to perform the function to which the certificate relates, and
(b) set out the aspects of the affairs of the authorised person in which the person will be involved in performing the function.
(5) A certificate issued under this section is valid for a period of 12 months beginning with the day on which it is issued.
(6) If, after having considered whether a person is a fit and proper person to perform a specified function, an authorised person decides not to issue a certificate to the person under this section, the authorised person must give the person a notice in writing stating—
(a) what steps (if any) the authorised person proposes to take in relation to the person as a result of the decision, and
(b) the reasons for proposing to take those steps.
(7) An authorised person must maintain a record of every employee who has a valid certificate issued by it under this section.
(8) Expressions used in this section and in section 63E have the same meaning in this section as they have in that section.
(1) If it appears to the FCA to be necessary or expedient for the purpose of advancing one or more of its operational objectives, the FCA may make rules about the conduct of the following persons—
(a) persons in relation to whom either regulator has given its approval under section 59;
(b) persons who are employees of authorised persons.
(c) persons who are directors of authorised persons.
(2) If it appears to the PRA to be necessary or expedient for the purpose of advancing any of its objectives, the PRA may make rules about the conduct of the following persons—
(a) persons in relation to whom it has given its approval under section 59;
(b) persons in relation to whom the FCA has given its approval under section 59 in respect of the performance by them of a relevant senior management function in relation to the carrying on by a PRA-authorised person of a regulated activity;
(c) persons who are employees of ... PRA-authorised persons.
(d) persons who are directors of PRA-authorised persons.
(3) In subsection (2)—
...
“relevant senior management function” means a function which the PRA is satisfied is a senior management function as defined in section 59ZA (whether or not the function has been designated as such by the FCA).
(4) Rules made under this section must relate to the conduct of persons in relation to the performance by them of qualifying functions.
(5) In subsection (4) “qualifying function”, in relation to a person, means a function relating to the carrying on of activities (whether or not regulated activities) by—
(a) in the case of an approved person, the person on whose application approval was given, ...
(ab) in the case of a person who is a director of an authorised person but is not an approved person, that authorised person, and
(b) in any other case, the person's employer.
(6) In this section any reference to an employee of a person (“P”) includes a reference to a person who—
(a) personally provides, or is under an obligation personally to provide, services to P under an arrangement made between P and the person providing the services or another person, and
(b) is subject to (or to the right of) supervision, direction or control by P as to the manner in which those services are provided,
and “employer” is to be read accordingly.
(7) In this section “director”, in relation to an authorised person, means a member of the board of directors, or if there is no such board, the equivalent body responsible for the management of the authorised person concerned.
64B Rules of conduct: responsibilities of ... authorised persons
(1) This section applies where a regulator makes rules under section 64A (“conduct rules”).
(2) Every ... authorised person must—
(a) notify all relevant persons of the conduct rules that apply in relation to them, and
(b) take all reasonable steps to secure that those persons understand how those rules apply in relation to them.
(3) The steps which an authorised person must take to comply with subsection (2)(b) include, in particular, the provision of suitable training.
(4) In this section “relevant person”, in relation to an authorised person, means—
(a) any person in relation to whom an approval is given under section 59 on the application of the authorised person, ...
(b) any employee of the authorised person , and
(c) any person who is a director of the authorised person.
(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6) In this section “employee”, in relation to an authorised person, has the same meaning as in section 64A.
(6A) In this section “director”, in relation to an authorised person, has the same meaning as in section 64A.
(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64C Requirement for ... authorised persons to notify regulator of disciplinary action
(1) If—
(a) an authorised person takes disciplinary action in relation to a relevant person, and
(b) the reason, or one of the reasons, for taking that action is a reason specified in rules made by the appropriate regulator for the purposes of this section,
the ... authorised person must notify that regulator of that fact.
(2) “Disciplinary action”, in relation to a person, means any of the following—
(a) the issuing of a formal written warning;
(b) the suspension or dismissal of the person;
(c) the reduction or recovery of any of the person's remuneration.
(3) “The appropriate regulator” means—
(a) in relation to ... PRA-authorised persons, the FCA or the PRA;
(b) in relation to any other ... authorised persons, the FCA.
(4) “Relevant person” has the same meaning as in section 64B.
(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) A regulator may take action against a person under this section (whether or not it has given its approval in relation to the person) if—
(a) it appears to the regulator that he is guilty of misconduct; and
(b) the regulator is satisfied that it is appropriate in all the circumstances to take action against him.
(1A) For provision about when a person is guilty of misconduct for the purposes of action by a regulator—
(a) see section 66A, in the case of action by the FCA, and
(b) see section 66B, in the case of action by the PRA.
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) If the regulator is entitled to take action under this section against a person, it may do one or more of the following——
(a) impose a penalty on him of such amount as it considers appropriate;
(aa) suspend, for such period as it considers appropriate, any approval of the performance by him of any function to which the approval relates;
(ab) impose, for such period as it considers appropriate, any conditions in relation to any such approval which it considers appropriate;
(ac) limit the period for which any such approval is to have effect;
(b) publish a statement of his misconduct.
(3A) The period for which a suspension or condition is to have effect may not exceed two years.
(3B) A suspension , condition or limitation may have effect in relation to part of a function.
(3C) A condition may, in particular, be imposed so as to require any person to take, or refrain from taking, specified action.
(3D) The regulator taking action under this section may—
(a) withdraw a suspension , condition or limitation; ...
(b) vary a suspension or condition so as to reduce the period for which it has effect or otherwise to limit its effect.
(c) vary a limitation so as to increase the period for which the approval is to have effect.
(4) A regulator may not take action under this section after the end of the relevant period beginning with the first day on which the regulator knew of the misconduct, unless proceedings in respect of it against the person concerned were begun before the end of that period.
(5) For the purposes of subsection (4)—
(a) a regulator is to be treated as knowing of misconduct if it has information from which the misconduct can reasonably be inferred; and
(b) proceedings against a person in respect of misconduct are to be treated as begun when a warning notice is given to him under section 67(1).
(5ZA) “The relevant period” is—
(a) in relation to misconduct which occurs before the day on which this subsection comes into force, the period of 3 years, and
(b) in relation to misconduct which occurs on or after that day, the period of 6 years.
(5A) “Approval” means an approval given under section 59.
(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8) In relation to any time while a suspension is in force under subsection (3)(aa) in relation to part of a function, any reference in section 59 or 63A to the performance of a function includes the performance of part of a function.
(9) If at any time a condition imposed under subsection (3)(ab) is contravened, the approval in relation to the person concerned is to be treated for the purposes of sections 59 and 63A as if it had been withdrawn at that time.
(1) For the purposes of action by the FCA under section 66, a person is guilty of misconduct if any of conditions A to C is met in relation to the person.
(2) Condition A is that—
(a) the person has at any time failed to comply with rules made by the FCA under section 64A, and
(b) at that time the person was—
(i) an approved person, ...
(ii) an employee of an authorised person , or
(iii) a director of an authorised person.
(3) Condition B is that—
(a) the person has at any time been knowingly concerned in a contravention of a relevant requirement by an authorised person, and
(b) at that time the person was—
(i) an approved person in relation to the authorised person, ...
(ii) ... an employee of the authorised person , or
(iii) a director of the authorised person.
(4) In this section “relevant requirement” means a requirement—
(a) imposed by or under this Act, ...
(aa) imposed by the Alternative Investment Fund Managers Regulations 2013 ...;
(ab) imposed by the Undertakings for Collective Investment in Transferable Securities Regulations 2011, ...
(ac) imposed by or under the Securitisation Regulations 2024, or
(b) imposed by any qualifying provision specified, or of a description specified, for the purposes of this subsection by the Treasury by order.
(5) Condition C is that—
(a) the person has at any time been a senior manager in relation to an authorised person,
(b) there has at that time been (or continued to be) a contravention of a relevant requirement by the authorised person, ...
(c) the senior manager was at that time responsible for the management of any of the authorised person's activities in relation to which the contravention occurred , and
(d) the senior manager did not take such steps as a person in the senior manager's position could reasonably be expected to take to avoid the contravention occurring (or continuing).
(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7) For the purposes of subsection (5)—
“senior manager”, in relation to an authorised person, means a person who has approval under section 59 to perform a designated senior management function in relation to the carrying on by the authorised person of a regulated activity;
...
(8) In this section—
“approved person”—
means a person in relation to whom an approval is given under section 59, and
in relation to an authorised person, means a person in relation to whom such approval is given on the application of the authorised person;
“director”, in relation to an authorised person, has the same meaning as in section 64A;
“employee”, in relation to a person, has the same meaning as in section 64A.
(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) For the purposes of action by the PRA under section 66, a person is guilty of misconduct if any of conditions A to C is met in relation to the person.
(2) Condition A is that—
(a) the person has at any time failed to comply with rules made by the PRA under section 64A, and
(b) at that time the person was—
(i) an approved person, ...
(ii) an employee of a ... PRA-authorised person , or
(iii) a director of a PRA-authorised person.
(3) Condition B is that—
(a) the person has at any time been knowingly concerned in a contravention of a relevant requirement by a PRA-authorised person, and
(b) at that time the person was—
(i) an approved person in respect of the performance of a relevant senior management function in relation to the carrying on by the PRA-authorised person of a regulated activity, ...
(ii) an employee of the PRA-authorised person , or
(iii) a director of the PRA-authorised person.
(4) In this section “relevant requirement” means a requirement—
(a) imposed by or under this Act, ...
(aa) imposed by or under the Securitisation Regulations 2024, or
(b) imposed by any qualifying provision specified, or of a description specified, for the purposes of this subsection by the Treasury by order.
(5) Condition C is that—
(a) the person has at any time been a senior manager in relation to a ... PRA-authorised person,
(b) there has at that time been (or continued to be) a contravention of a relevant requirement by the authorised person, ...
(c) the senior manager was at that time responsible for the management of any of the authorised person's activities in relation to which the contravention occurred , and
(d) the senior manager did not take such steps as a person in the senior manager's position could reasonably be expected to take to avoid the contravention occurring (or continuing).
(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7) For the purposes of subsection (5)—
“senior manager”, in relation to a ... PRA-authorised person, means a person who has approval under section 59 to perform a designated senior management function in relation to the carrying on by the authorised person of a regulated activity;
...
(8) In this section—
“approved person”—
means a person in relation to whom—
the PRA has given its approval under section 59, or
the FCA has given its approval under section 59 in respect of the performance by the person of a relevant senior management function in relation to the carrying on by a PRA-authorised person of a regulated activity, and
in relation to an authorised person, means a person in relation to whom approval under section 59 is given on the application of the authorised person;
“director”, in relation to an authorised person, has the same meaning as in section 64A;
“employee”, in relation to a person, has the same meaning as in section 64A;
...
“relevant senior management function” means a function which the PRA is satisfied is a senior management function as defined in section 59ZA (whether or not the function has been designated as such by the FCA).
(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67 Disciplinary measures: procedure and right to refer to Tribunal.
(1) If a regulator proposes to take action against a person under section 66, it must give him a warning notice; and if it proposes to take action under subsection (3)(aa) , (ab) or (ac) of that section, it must also give each of the other interested parties a warning notice.
(2) A warning notice about a proposal to impose a penalty must state the amount of the penalty.
(2A) A warning notice about a proposal—
(a) to suspend an approval, or
(b) to impose a condition in relation to the performance of a function,
must state the period for which the suspension or condition is to have effect.
(2B) A warning notice about a proposal to limit the period for which an approval is to have effect must state the length of that period.
(3) A warning notice about a proposal to publish a statement must set out the terms of the statement.
(4) If a regulator decides to take action against a person under section 66, it must give him a decision notice; and if it decides to take action under subsection (3)(aa) , (ab) or (ac) of that section, it must also give each of the other interested parties a decision notice.
(5) A decision notice about the imposition of a penalty must state the amount of the penalty.
(5A) A decision notice about—
(a) the suspension of an approval, or
(b) the imposition of a condition in relation to the performance of a function,
must state the period for which the suspension or condition is to have effect.
(5B) A decision notice about limiting the period for which an approval is to have effect must state the length of that period.
(6) A decision notice about the publication of a statement must set out the terms of the statement.
(7) If a regulator decides to take action against a person under section 66, he may refer the matter to the Tribunal; and if the regulator decides to take action under section 66(3)(aa) , (ab) or (ac), each of the other interested parties may also refer the matter to the Tribunal.
(8) Approval” means an approval given under section 59.
(9) “Other interested parties”, in relation to a person (“A”) in relation to whom approval has been given, are—
(a) the person on whose application the approval was given (“B”); and
(b) the person by whom A's services are retained, if not B.
...
After a statement under section 66 is published, the regulator publishing it must send a copy of it to the person concerned and to any person to whom a copy of the decision notice was given.
(1) Each regulator must prepare and issue a statement of its policy with respect to—
(a) the imposition of penalties, suspensions, conditions or limitations under section 66;
(b) the amount of penalties under that section; ...
(c) the period for which suspensions or conditions under that section are to have effect.; and
(d) the period for which approvals under section 59 are to have effect as a result of a limitation under section 66.
(2) A regulator's policy in determining what the amount of a penalty should be , or what the period for which a suspension or restriction is to have effect should be, must include having regard to—
(a) the seriousness of the misconduct in question in relation to the nature of the principle or requirement concerned;
(b) the extent to which that misconduct was deliberate or reckless; and
(c) whether the person against whom action is to be taken is an individual.
(3) A regulator may at any time alter or replace a statement issued by it under this section.
(4) If a statement issued under this section is altered or replaced by a regulator, the regulator must issue the altered or replacement statement.
(5) A regulator must, without delay, give the Treasury a copy of any statement which it publishes under this section.
(6) A statement issued under this section by a regulator must be published by the regulator in the way appearing to the regulator to be best calculated to bring it to the attention of the public.
(7) The regulator may charge a reasonable fee for providing a person with a copy of the statement.
(8) In exercising, or deciding whether to exercise, its power under section 66 in the case of any particular misconduct, a regulator must have regard to any statement of policy published by it under this section and in force at the time when the misconduct in question occurred.
(1) Before a regulator issues a statement under section 69, the regulator must publish a draft of the proposed statement in the way appearing to the regulator to be best calculated to bring it to the attention of the public.
(2) The draft must be accompanied by notice that representations about the proposal may be made to the regulator within a specified time.
(3) Before issuing the proposed statement, the regulator must have regard to any representations made to it in accordance with subsection (2).
(4) If the regulator issues the proposed statement it must publish an account, in general terms, of—
(a) the representations made to it in accordance with subsection (2); and
(b) its response to them.
(5) If the statement differs from the draft published under subsection (1) in a way which is, in the opinion of the regulator, significant, the regulator must (in addition to complying with subsection (4)) publish details of the difference.
(6) A regulator may charge a reasonable fee for providing a person with a copy of a draft published by it under subsection (1).
(7) This section also applies to a proposal to alter or replace a statement.
(1) A contravention of section 56(6) or 59(1) or (2) is actionable at the suit of a private person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.
(2) In prescribed cases, a contravention of that kind which would be actionable at the suit of a private person is actionable at the suit of a person who is not a private person, subject to the defences and other incidents applying to actions for breach of statutory duty.
(3) “Private person” has such meaning as may be prescribed.
(1) If the appropriate regulator is satisfied that the conditions in section 71D(1) and (2) are met in relation to a relevant firm, the appropriate regulator may require the firm to remove—
(a) any person who is a director of the firm;
(b) any person who is a senior executive of the firm.
(2) If the appropriate regulator imposes a requirement under subsection (1), the regulator may also require the relevant firm—
(a) to replace a director or senior executive who has been removed, and
(b) to take any step needed to give effect to the replacement, including, where necessary, calling a general meeting of the firm’s shareholders or members.
(3) If the appropriate regulator is satisfied that the condition in section 71D(4A) is met in relation to a person who is a director of an institution, of a financial holding company or of a mixed financial holding company, the appropriate regulator may require that institution, financial holding company or mixed financial holding company to remove that person from the board of directors.
(1) If the appropriate regulator is satisfied—
(a) in the case of a relevant firm, that the conditions in section 71D(1), (2) and (4) are met in relation to that firm, or
(b) in the case of a parent undertaking which is not a relevant firm, that the conditions in section 71D(1) and (4) are met in relation to that parent undertaking,
the appropriate regulator may appoint a person to act (or one or more persons to act jointly) as a temporary manager of that firm or that parent undertaking.
(2) Where the appropriate regulator makes an appointment under subsection (1) in relation to a parent undertaking which is not a relevant firm, the regulator may also require the undertaking to remove—
(a) all of its directors;
(b) all of its senior executives.
(3) A temporary manager may be appointed under subsection (1)—
(a) to replace the directors of a relevant firm or a parent undertaking where they have been removed in compliance with a requirement imposed under section 71B or subsection (2), or
(b) to work with the directors of a relevant firm or a parent undertaking.
(4) A temporary manager has the functions specified in the instrument of appointment (see section 71F).
(5) The functions which may be specified include (amongst other things)—
(a) ascertaining the financial position of the relevant firm or the parent undertaking;
(b) managing the business or part of the business of the relevant firm or the parent undertaking in order to preserve or restore the financial position of the firm or the parent undertaking;
(c) taking measures to restore the prudent management of the relevant firm or the parent undertaking;
(d) any function of the directors.
(6) The temporary manager may, with the consent of the appropriate regulator—
(a) require the directors to call a general meeting of the shareholders or members of the relevant firm or the parent undertaking, or
(b) in the case where all of the directors have been removed in compliance with a requirement imposed under section 71B or subsection (2), call a general meeting of the shareholders or members of the relevant firm or the parent undertaking.
(7) The temporary manager may propose business for consideration at the general meeting.
(8) If the temporary manager is being appointed to work with the directors, the appropriate regulator—
(a) may require the directors not to exercise specified functions during the period of appointment;
(b) may require the directors to consult the temporary manager, or obtain the consent of the temporary manager, before taking specified decisions or specified action.
“Specified” means specified in the requirement.
(1) The condition in this subsection is met in relation to a relevant firm or a parent undertaking if—
(a) there is a deterioration in the financial situation of the relevant firm or the parent undertaking which is a significant deterioration, or
(b) there is a serious infringement by the relevant firm or the parent undertaking of—
(i) a relevant requirement, or
(ii) its memorandum or articles of association or other constituent instrument.
(2) The condition in this subsection is met in relation to a relevant firm if it is not reasonably likely that the deterioration would be reversed or the infringement would be brought to an end by any measure defined as a “relevant measure” by article 107 of the Bank Recovery and Resolution (No. 2) Order 2014 (S.I. 2014/3348) which could be taken by the appropriate regulator under the provisions listed in subsection (3).
(3) The provisions mentioned in subsection (2) are—
(a) section 55J (variation or cancellation on initiative of regulator),
(b) section 55L (imposition of requirements by FCA),
(c) section 55M (imposition of requirements by PRA),
(d) section 55PB (requirements relating to general meetings),
(e) section 56 (prohibition orders),
(f) section 63 (withdrawal of approval),
(g) section 63ZA (variation of senior manager’s approval at request of authorised person),
(h) section 63ZB (variation of senior manager’s approval on initiative of regulator),
(i) section 63A (power to impose penalties),
(j) section 66 (disciplinary powers),
(k) Part 12A (powers exercisable in relation to parent undertakings), or
(l) Part 14 (disciplinary measures).
(4) The condition in this subsection is met if the following action would not be sufficient to reverse the deterioration or bring the infringement to an end—
(a) in the case of a relevant firm, the imposition of one or more requirements under section 71B (removal and replacement of directors and senior executives); or
(b) in the case of a parent undertaking which is not a relevant firm, the exercise of any of the appropriate regulator’s powers under Part 12A.
(4A) The condition in this subsection is met in relation to a director of an institution, of a financial holding company or of a mixed financial holding company, if the director—
(a) is no longer of sufficiently good repute to perform their duties,
(b) no longer possesses sufficient knowledge, skills, experience, honesty, integrity or independence of mind to perform their duties, or
(c) is no longer able to commit sufficient time to perform their duties.
(5) For the purposes of this section—
(a) “relevant requirement” has the meaning given in section 204A;
(b) a deterioration in the financial situation of the relevant firm or the parent undertaking is significant if—
(i) in the case of a relevant firm, or a parent undertaking which is an authorised person, it no longer satisfies, or is likely to fail to satisfy, the threshold conditions relating to its financial resources which apply to it under Schedule 6;
(ii) in the case of a parent undertaking which is not an authorised person, the deterioration threatens the viability of the parent undertaking.
71E Temporary manager: further provisions in relation to the appointment
(1) Before appointing a person to act as a temporary manager, the appropriate regulator must be satisfied that the person—
(a) has the qualifications, ability and knowledge to carry out the functions to be given to the temporary manager, and
(b) would not be subject to any conflict of interest as a result of the appointment.
(2) A person may not be appointed to act as a temporary manager for a period longer than one year, but is eligible for re-appointment (or further re-appointment) if subsection 71C(1) continues to apply in relation to the relevant firm or parent undertaking.
(3) The appropriate regulator may vary the terms of the appointment of a temporary manager, or remove the temporary manager, at any time.
(4) A temporary manager is not liable for damages in respect of anything done in good faith for the purposes of or in connection with the functions of the appointment (subject to section 8 of the Human Rights Act 1998).
(1) The power in section 71C(1) is to be exercised by an instrument of appointment.
(2) The instrument of appointment must—
(a) specify the functions of the temporary manager,
(b) specify the date on which the appointment of the temporary manager has effect,
(c) specify the period for which the temporary manager is appointed, and
(d) make provision for the resignation and replacement of the person who is appointed as the temporary manager.
(3) The instrument of appointment may—
(a) require the temporary manager to consult the appropriate regulator or other specified person before exercising specified functions,
(b) specify particular matters on which the appropriate regulator or other specified person must be consulted, and
(c) provide that the temporary manager is not to exercise specified functions without the consent of the appropriate regulator or other specified person.
(4) The instrument of appointment may require the temporary manager to make reports to the appropriate regulator, at specified times or intervals, on—
(a) the financial position of the relevant firm or the parent undertaking,
(b) the actions taken by the temporary manager during the course of the temporary manager’s appointment,
(c) any other specified matters.
(5) In subsections (3) and (4), “specified” means specified in the instrument of appointment.
(6) The instrument of appointment may provide for the payment of remuneration and allowances to a temporary manager.
(7) Provision under subsection (6) may provide that the amounts are—
(a) to be paid by the appropriate regulator, or
(b) to be determined by the appropriate regulator and paid by the relevant firm or the parent undertaking.
(8) If a temporary manager—
(a) is appointed to replace the directors of the relevant firm or the parent undertaking, or
(b) is appointed to work with the directors of the relevant firm or the parent undertaking and has the power to represent that firm or parent undertaking,
the appropriate regulator must publish the instrument of appointment on its website.
(1) A relevant firm which is aggrieved by—
(a) the imposition of a requirement on that firm under section 71B, or
(b) the appointment, or the terms of the appointment, of a person to act as a temporary manager of that firm under section 71C(1),
may refer the matter to the Tribunal.
(1A) An institution, financial holding company or mixed financial holding company which is aggrieved by the imposition of a requirement on that institution or holding company under section 71B(3) may refer the matter to the Tribunal.
(2) A parent undertaking which is aggrieved by—
(a) the imposition of a requirement on that parent undertaking under section 71C(2), or
(b) the appointment, or the terms of the appointment, of a person to act as a temporary manager of that parent undertaking under section 71C(1),
may refer the matter to the Tribunal.
(3) A director (or a former director) of a relevant firm or a parent undertaking who is aggrieved by the imposition of a requirement on that director under section 71C(8) may refer the matter to the Tribunal.
(4) A director or senior executive (or a former director or senior executive) of a relevant firm or a parent undertaking who is aggrieved by the imposition of a requirement on that firm or parent undertaking under section 71B(1) or (2) or 71C(2) may refer the matter to the Tribunal.
(5) A director (or former director) of an institution, a financial holding company or a mixed financial holding company who is aggrieved by the imposition of a requirement on that institution or holding company under section 71B(3) may refer the matter to the Tribunal.
71H Removal of directors and senior executives and appointment of temporary manager: procedure
(1) A requirement under section 71B or 71C(2) or (8) or the appointment of a temporary manager under section 71C(1) may be expressed to take effect immediately or on a specified date only if the appropriate regulator, having regard to the grounds for imposing the requirement or making the appointment, reasonably considers that it is necessary for the requirement or the appointment to take effect immediately or on that date.
(2) If either regulator proposes to impose a requirement on a relevant firm , institution, financial holding company or mixed financial holding company under section 71B or a parent undertaking under section 71C(2), or imposes such a requirement with immediate effect, it must give written notice—
(a) to that firm , institution, holding company or parent undertaking, and
(b) to each of the directors or senior executives to whom the requirement relates (“the interested parties”).
(3) If either regulator—
(a) proposes to appoint a person to act as a temporary manager under section 71C or to vary the terms on which such a person is appointed, or
(b) makes such an appointment or variation with immediate effect,
the regulator must give written notice to the relevant firm or the parent undertaking concerned.
(4) If either regulator proposes to impose a requirement on the directors under section 71C(8), or imposes such a requirement with immediate effect, the regulator must give written notice to each director.
(5) A notice given under subsection (2) must—
(a) give details of the requirement,
(b) identify each of the directors or senior executives to whom the requirement relates,
(c) give the regulator’s reasons for imposing the requirement—
(i) in the case of a notice given to the relevant firm , the financial holding company, the mixed financial holding company or the parent undertaking, in relation to each interested party;
(ii) in the case of a notice given to an interested party, in relation to that interested party,
(d) inform the relevant firm , the financial holding company, the mixed financial holding company or the parent undertaking and the interested parties that each of them may make representations to the regulator within such period as may be specified in the notice (whether or not the matter has been referred to the Tribunal),
(e) state when the requirement takes effect, and
(f) inform the relevant firm , the financial holding company, the mixed financial holding company or the parent undertaking and each of the interested parties of their right to refer the matter to the Tribunal.
(6) A notice given under subsection (3) must—
(a) state when the appointment or variation takes effect, and be accompanied by the instrument, or revised instrument, of appointment,
(b) give the regulator’s reasons for making the appointment or variation,
(c) inform the relevant firm or the parent undertaking that it may make representations to the regulator within such period as may be specified in the notice (whether or not the matter has been referred to the Tribunal), and
(d) inform the relevant firm or the parent undertaking of its right to refer the matter to the Tribunal.
(7) A notice given under subsection (4) must—
(a) give details of the requirement,
(b) give the regulator’s reasons for imposing the requirement,
(c) state when the requirement takes effect,
(d) inform the director that the director may make representations to the regulator within such period as may be specified in the notice (whether or not the matter has been referred to the Tribunal), and
(e) inform the director of the director’s right to refer the matter to the Tribunal.
(8) The regulator may extend the period allowed by the notice given under subsection (2), (3) or (4) for making representations.
(9) If, having considered any representations made by a person to whom notice (the “original notice”) has been given under subsection (2), (3) or (4), the regulator decides—
(a) to impose the requirement, make the appointment or vary the terms of an appointment in accordance with the original notice, or
(b) not to rescind the imposition of any such requirement or the making of any such appointment or variation which has already taken effect,
the regulator must give written notice to each person to whom the original notice was given.
(10) A notice under subsection (9) must inform the person to whom it is given of the right of that person to refer the matter to the Tribunal and give an indication of the procedure on such a reference.
(11) If, having considered any representations made by a person to whom notice (the “original notice”) has been given under subsection (2), (3) or (4), the regulator decides—
(a) to impose a requirement, make an appointment or a vary the terms of an appointment in a way that is different from the requirement, appointment or variation described in the original notice,
(b) not to impose the requirement, make the appointment or vary the terms of an appointment in accordance with the original notice, or
(c) to rescind the imposition of any such requirement, or the making of any such appointment or variation that has already taken effect,
the regulator must give written notice to each person to whom the original notice was given.
(12) A notice under subsection (11)(a) about the imposition of a requirement under section 71B or 71C(2) must comply with subsection (5).
(13) A notice under subsection (11)(a) about the appointment of a person as a temporary manager or the variation of the terms of the appointment of a person as a temporary manager must comply with subsection (6).
(14) A notice under subsection (11)(a) about the imposition of a requirement under section 71C(8) must comply with subsection (7).
(15) In this section, any reference to “appointment” includes “re-appointment”.
(1) For the purposes of sections 71B to 71H “relevant firm” means—
(a) a bank as defined in section 2 of the Banking Act 2009,
(b) a building society as defined in section 119 of the Building Societies Act 1986, or
(c) an investment firm as defined in Article 4(1)(2) of the capital requirements regulation.
(2) For the purposes of sections 71C to 71H, “parent undertaking” means an institution, financial holding company or mixed financial holding company which—
(a) is incorporated in, or formed under the law of, any part of the United Kingdom,
(b) is a UK parent, and
(c) either—
(i) has a subsidiary which is an institution, or
(ii) holds a participation (within the meaning given by Article 4.1(35) of the capital requirements regulation) in an institution.
(3) For the purposes of subsection (2), an institution, financial holding company or mixed financial holding company is a UK parent if it is not itself the subsidiary of an institution, financial holding company or mixed financial holding company set up in the United Kingdom.
(4) In sections 71B to 71H and this section—
“institution” means a credit institution or an investment firm as defined in article 2(1) of the Bank Recovery and Resolution (No. 2) Order 2014;
“financial holding company” and “mixed financial holding company” have the meanings given in Article 4.1(20) and 4.1(21) of the capital requirements regulation.
(5) For the purposes of sections 71B to 71H—
“appropriate regulator” means—
in relation to a PRA-authorised person, the PRA,
in relation to any other authorised person, the FCA,
in relation to a parent undertaking that is not an authorised person—
the PRA, where the PRA is the consolidating supervisor in relation to that undertaking;
the FCA, where the FCA is the consolidating supervisor in relation to that undertaking;
in relation to a financial holding company or mixed financial holding company which is not a parent undertaking—
the PRA, where the holding company is approved by the PRA under Part 12B;
the FCA in all other cases;
“consolidating supervisor” means the competent authority responsible for the exercise of supervision on the basis of the consolidated situation (within the meaning of Article 4.1(47) of the capital requirements regulation) of an institution which is a UK parent;
“director” includes, in relation to an undertaking which has no board of directors, a member of the equivalent management body responsible for the management of the undertaking concerned;
...
“senior executive”, in relation to a relevant firm or a parent undertaking, means a person who—
exercises executive functions within that firm or that undertaking; and
is responsible, and directly accountable to the directors, for the day to day management of that firm or that undertaking.
(1) The Treasury may by regulations provide for an activity of a specified description to be a designated activity for the purposes of this Act.
(2) Regulations under this section are referred to in this Act as designated activity regulations.
(3) Designated activity regulations may provide for an activity to be a designated activity only if the activity relates or is connected to—
(a) the financial markets or exchanges of the United Kingdom, or
(b) financial instruments, financial products or financial investments that are (or are proposed to be) issued or sold to, or by, persons in the United Kingdom.
(4) The description of an activity as a designated activity may be framed by reference to—
(a) the way in which the activity is carried on, or
(b) the description of persons who carry on the activity.
(5) Schedule 6B contains examples of activities that may be specified as designated activities.
(6) Nothing in Schedule 6B limits the powers conferred by subsection (1).
(7) The financial instruments, financial products and financial investments mentioned in subsection (3)(b) may include cryptoassets.
71L Restrictions on carrying on of designated activities
(1) A person must not carry on a designated activity if, or to the extent that, designated activity regulations prohibit the carrying on of that activity.
(2) A person carrying on a designated activity that is not prohibited by virtue of subsection (1) must comply with—
(a) designated activity rules relating to that activity, and
(b) any other requirements imposed in relation to that activity by designated activity regulations.
(3) For the purposes of this Act designated activity rules are rules made under section 71N.
(1) Designated activity regulations may make provision generally in relation to the carrying on of designated activities.
(2) The following are examples of provision that may be made by designated activity regulations—
(a) provision about cases in which the restrictions imposed by section 71L are to apply to persons carrying on a designated activity outside the United Kingdom;
(b) provision supplementing, or in connection with, any requirements relating to a designated activity under designated activity rules.
(3) Designated activity regulations may—
(a) provide for exemptions (including exemptions that are subject to specified conditions);
(b) confer powers on the Treasury or the FCA.
(1) The FCA may make rules relating to designated activities.
(2) The power under subsection (1) is only exercisable in so far as designated activity regulations provide for the FCA to make rules—
(a) relating to the designated activity, or
(b) relating to specified matters relating to designated activities.
(3) The FCA may by notice suspend any rules made under subsection (1) for such period as it considers appropriate.
(4) Rules under subsection (1) may include provision enabling requirements imposed by the rules to be dispensed with, or modified, in such cases or circumstances as may be determined by the FCA under the rules (subject to subsection (5)).
(5) The powers under subsections (3) and (4) are only exercisable in such circumstances as may be specified in designated activity regulations.
(6) Before suspending any rules in accordance with subsection (3), the FCA must consult the PRA.
(7) A notice under subsection (3) must be published by the FCA in the way appearing to the FCA to be best calculated to bring it to the attention of persons likely to be affected by it.
(8) The reference in section 137T(a) (supplementary powers) to “authorised persons” includes, in relation to rules made under this section, a reference to any persons to whom the rules under this section apply.
(1) The FCA may by directions impose such requirements on a person, or such description of persons, relating to the carrying on of designated activities as the FCA considers appropriate.
(2) The power under subsection (1) is only exercisable in so far as designated activity regulations provide for the FCA to make directions relating to the designated activity.
(3) A requirement may, in particular, be imposed so as to require the person concerned—
(a) to take specified action, or
(b) to refrain from taking specified action.
(4) A requirement may extend to activities which are not designated activities.
(5) A direction under this section—
(a) may specify the way in which, and the time by which, a thing is to be done;
(b) may be varied;
(c) may be expressed to have effect during a specified period or until revoked.
(6) The FCA may at any time revoke a direction under this section by notice.
(7) The revocation of a direction does not affect the validity of anything previously done in accordance with it.
(8) A direction or notice under this section must be given in writing to the person or persons to whom it applies.
(9) But if in the circumstances the FCA considers it appropriate, the FCA may, in addition to, or instead of, proceeding under subsection (8), publish the direction or notice in the way appearing to the FCA to be best calculated to bring it to the attention of persons likely to be affected by it.
(10) Designated activity regulations may make provision for the exercise of the power under subsection (1) to be subject to such conditions as may be specified in the regulations.
(11) Provision under subsection (10) may (among other things) require, where the exercise of the power relates to a PRA-authorised person, consultation with the PRA.
(12) The imposition of a requirement that expires at the end of a specified period does not affect the FCA’s power to impose a new requirement.
(1) Designated activity regulations may make provision about liability and compensation in connection with this Part.
(2) A contravention of a requirement under designated activity regulations or designated activity rules—
(a) does not, except as provided by designated activity regulations under section 71Q or by regulations under section 71R, make a person guilty of an offence;
(b) does not, except as provided by designated activity regulations—
(i) make any transaction void or unenforceable, or
(ii) give rise to any action for breach of statutory duty.
(3) Designated activity regulations may in particular—
(a) in cases where the regulations make provision for liability, make provision excluding civil liability (whether generally or to such extent as may be specified),
(b) make provision for liability to be determined in accordance with designated activity rules,
(c) make provision so that a person being subject to a liability includes another person being entitled as against that person to rescind or repudiate an agreement, and
(d) make provision for the purposes of subsection (1) by applying provisions of this Act with or without modifications.
(1) Designated activity regulations may make provision about enforcement in connection with this Part.
(2) Provision about enforcement includes (among other things) provision—
(a) requiring the supply of information;
(b) about investigations (including the making of reports);
(c) conferring powers of entry;
(d) conferring powers of inspection, search and seizure;
(e) conferring powers of censure;
(f) imposing monetary penalties;
(g) about appeals;
(h) conferring functions (including functions involving the exercise of a discretion) on a person.
(3) Designated activity regulations may in particular make provision for the purposes of subsection (1) by applying provisions of this Act with or without modifications, including any criminal offences created by this Act (and modifications made by virtue of this subsection may widen the scope of any such offences).
(4) The power under this section includes power to amend or repeal provisions of this Act.
71R Designated activities and rules: connected amendments
(1) The Treasury may by regulations make such modifications to provision made by or under this Act or any other enactment as the Treasury consider appropriate for purposes of, or connected with, any designated activity regulations or designated activity rules.
(2) The power under subsection (1) may in particular be exercised for the purpose of removing or varying any requirement imposed by or under this Act so far as applying to the carrying on of any designated activity.
(3) The power under subsection (1) includes power to modify any criminal offence created by this Act (including by widening the scope of any such offence).
(4) In this section—
“enactment” includes—
an enactment comprised in subordinate legislation (within the meaning given by section 21 of the Interpretation Act 1978),
an enactment comprised in, or in an instrument made under, a Measure or Act of Senedd Cymru,
an enactment comprised in, or in an instrument made under, an Act of the Scottish Parliament, and
an enactment comprised in, or in an instrument made under, Northern Ireland legislation;
“modify” includes amend, repeal or revoke.
71S Designated activities regulations: Parliamentary control
(1) This section applies to regulations which contain provision made under section 71K which provides for an activity of a specified description to be a designated activity.
(2) A statutory instrument containing regulations to which this section applies, other than regulations to which subsection (3) applies, may not be made unless a draft of the instrument has been laid before Parliament and approved by a resolution of each House.
(3) This subsection applies to regulations which contain a statement made by the Treasury that they are of the opinion that, by reason of urgency, it is necessary to make the regulations without a draft of the statutory instrument containing the regulations being laid and approved under subsection (2).
(4) Where subsection (3) applies to regulations, a statutory instrument containing the regulations must be laid before Parliament after being made.
(5) Regulations contained in a statutory instrument laid before Parliament under subsection (4) cease to have effect at the end of the period of 28 days beginning with the day on which the instrument is made unless, during that period, the instrument is approved by a resolution of each House of Parliament.
(6) In calculating the period of 28 days, no account is to be taken of any whole days that fall within a period during which—
(a) Parliament is dissolved or prorogued, or
(b) either House of Parliament is adjourned for more than four days.
(7) If regulations cease to have effect as a result of subsection (5), that does not—
(a) affect the validity of anything previously done under the regulations, or
(b) prevent the making of new regulations.
71T Meaning of “relevant designated activity” and “relevant Part 5A requirement”
(1) In this Act “relevant designated activity” means an activity that is a designated activity as a result of a provision specified in Part 1 of Schedule 6C.
(2) In this Act “relevant Part 5A requirement” means, in relation to a provision of this Act listed in the first column of the Table in Part 2 of Schedule 6C, a requirement that—
(a) is imposed by virtue of any of the designated activity regulations specified in the corresponding entry in the second column, and
(b) is of any of the descriptions specified in the corresponding entry in the third column.
71U Meaning of “relevant Part 5A direction” for purposes of this Chapter
For the purposes of this Chapter a “relevant Part 5A direction” is a direction given under section 71O by virtue of designated activity regulations that are specified in the first column of the Table in Part 3 of Schedule 6C, other than a direction (if any) of a description specified in the corresponding entry in the second column.
71V Procedure for giving, varying or revoking relevant Part 5A direction
(1) If the FCA proposes to give a relevant Part 5A direction, or gives such a direction with immediate effect, the FCA must give written notice to the person concerned (“P”).
(2) A relevant Part 5A direction takes effect—
(a) immediately, if the notice under subsection (1) states that that is the case,
(b) on such other date as may be specified in the notice, or
(c) if no date is specified in the notice, when the matter to which the notice relates is no longer open to review.
(3) A relevant Part 5A direction may be expressed to take effect immediately, or on a specified date, only if the FCA, having regard to the ground on which it is exercising the power to give the direction, considers that it is necessary for the direction to take effect immediately, or on that date.
(4) The notice under subsection (1) must—
(a) give details of the direction,
(b) state the FCA’s reasons for the direction and for its determination as to when the direction takes effect,
(c) inform P that P may make representations to the FCA within such period as may be specified in the notice (whether or not P has referred the matter to the Tribunal), and
(d) inform P of P’s right to refer the matter to the Tribunal.
(5) The FCA may extend the period allowed under the notice for making representations.
(6) If, having considered any representations made by P, the FCA decides—
(a) to give the direction proposed, or
(b) if the direction has been given, not to revoke the direction,
it must give P written notice.
(7) If, having considered any representations made by P, the FCA decides—
(a) not to give the direction proposed,
(b) to give a different direction, or
(c) to revoke a direction which has effect,
it must give P written notice.
(8) A notice under subsection (6) must inform P of P’s right to refer the matter to the Tribunal.
(9) A notice under subsection (7)(b) must comply with subsection (4).
(10) If a notice informs P of P’s right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.
(11) This section applies to the variation of a direction—
(a) on the FCA’s own initiative, or
(b) in response to, but otherwise than in accordance with, an application under section 71W,
as it applies to the giving of a direction.
(12) If the FCA decides on its own initiative to revoke a direction, it must give written notice to the person concerned.
(13) For the purposes of subsection (2)(c), whether a matter is open to review is to be determined in accordance with section 391(8).