On October 14, the Financial Conduct Authority (FCA) published new and updated change of control webpages, including a new page on preparing change of control notifications, and a new page with links to the forms required to submit a notification for a change of control.
The FCA noted that firms sometimes submit a business plan along with their change of control notification, and the new webpages also include a business plan template with the FCA’s guidance on areas where it believes such business plans should be more detailed. The template is:
- Business to be undertaken: explain how the business will be run going forward and any planned changes to the regulated activities and strategy of the target firm(s). The FCA also expects to see complete projected financials that explain how controller applicants will maintain the firm’s minimum capital requirements.
- Governance: provide an overview of the firm’s governance arrangements, including board composition and any board sub-committees.
- Staff: include an organization chart showing key staff and roles, including all controllers and close links, what business they conduct and whether they are regulated. Explain the rationale for the appointment and suitability of members of the governing board, the compliance officer and other approved persons. Describe the background and experience of those individuals performing significant influence controlled functions, such as directors or senior managers.
- Outsourcing: consider whether there are any areas of the business that are going to be outsourced and how this will be overseen.
- Systems and controls and risk management: consider how the firm will identify and manage conduct risks. Provide an overview of the firm’s financial crime controls, anti-money laundering (AML) procedures and due diligence processes.
The new webpages are available here.