Senior Managers Regime: approvals

Subject to any transitional relief, forms and templates applicable before 11pm Thursday 31 December 2020 should be read in conjunction with Supervisory Statement (SS) 2/19, which sets out how the PRA expects firms to interpret EU-based references in reporting and disclosure requirements and regulatory transactions forms.

Overview

The Senior Managers Regime replaces the Approved Persons regime as part of implementing the recommendations in the final report of the Parliamentary Commission on Banking Standards to support a change in culture at all levels at banks, building societies, credit unions and PRA-designated investment firms (collectively referred to as relevant authorised persons or RAPs), and insurers.

Latest updates

7 December 2023: The PRA and the FCA commenced rolling out a new version of the Form A to dual-regulated firms submitting applications for approval under the Senior Manager Regime.

Who do the regimes apply to?

The regime applies to the most senior executive management and directors who are subject to regulatory approval.

The ‘Certification Regime’ for deposit-taking firms (excluding credit unions) and insurers requires relevant firms to assess the fitness and propriety of certain employees who could pose a risk of significant harm to the firm or any of its customers.

Firms must allocate prescribed responsibilities across their senior managers, setting out their duties. This forms part of the overall firm management and governance map.

The Conduct Rules apply to Senior Management Functions (SMFs) specified by us or the Financial Conduct Authority (FCA) for employees performing a certification function and directors of authorised persons, as defined in section 64 of FSMA, including Notified NEDs. Further information on the application and scope of the Conduct Rules is in the relevant parts of the PRA Rulebook. 

Under section 59 of the Financial Services and Markets Act 2000 Opens in a new window (FSMA), authorised firms are required to ensure that individuals seeking to perform one or more of the PRA–designated Senior Management Functions seek our approval before taking up their position. Not getting approval before taking up the role may lead to enforcement action against the firm and/or the individual.

For dual-regulated firms, we lead the assessment of applications for the approval of the PRA-designated Senior Management Functions. The authorisation of an individual to carry on PRA-regulated activities will not be granted unless both us and the Financial Conduct Authority are satisfied that the applicant meets the standards laid out in FSMA. The FCA is required to give its consent to us before any final decision can be made on an application.

Find out more about the development of the Senior Managers Regimes.

Senior Managers Regime: how to apply

All firms must submit all applications via the Connect application system. In exceptional circumstances an exemption from the FCA Customer Contact Centre may be granted.

The exceptions to this are the following forms (which cannot be submitted via the Connect application system):

• Form B (notice to withdraw)
• Form M (notification of non-executive director or key function holder)
• Form L (notification of disciplinary action in relation to an employee performing a certification function).

Firms wishing to submit encrypted Forms B, M and L should email PRA-ApprovedPersons@bankofengland.co.uk prior to submission with details of the encryption type used to encrypt submissions. Failure to do so may result in encrypted submissions not being delivered to PRA-ApprovedPersons@bankofengland.co.uk, and neither us nor firms will receive alerts highlighting that their encrypted email submissions have not been delivered.

Firms wishing to submit unencrypted Forms B, M and L can continue to do so without pre-notifying us.

Please see application forms available to download below.

These three forms and all applications and notifications from those who have obtained the dispensation can be submitted by post or email to: Authorisations Division, Prudential Regulation Authority, 20 Moorgate, London EC2R 6DA or PRA-ApprovedPersons@bankofengland.co.uk. 

We do not charge a fee to process these applications for approval.

Applications should be made by the firm ('the applicant') and countersigned by the individual ('the candidate'). In submitting the application, both the applicant and the candidate verify that the information contained within the application is complete and accurate.

Before submitting an application, firms may wish to engage with us, particularly where the application may be of a sensitive nature and/or for a key role. Firms should contact their usual supervisory contact to discuss such cases. 

Firms must undertake sufficient due diligence to satisfy themselves on the appropriateness of the applicant before submitting the application and provide evidence to support this, including:

• the due diligence undertaken in appointing the candidate
• confirmation they have obtained and scrutinized regulatory references and completed a Disclosure and Barring Service (DBS) check
• details of the rationale the firm has used to conclude that the candidate is fit and proper to perform the role for which approval is sought.

Should approval be required by a specific date, the firm should enter the role effective date in the ‘Arrangements and controlled functions’ section of the application. We will make every reasonable effort to meet with this timeline. However, this may not always be possible.

Application forms: Senior Managers Regime

Senior Managers Regime application forms are set out below:

Time limited approvals

For more information on time limited approvals, please see the PRA Statement of Policy 'Conditions, time limits and variations of approval'.

The test and process

A time limited approval can only be imposed by us (a firm cannot apply for a time-limited approval) if it would advance its objectives, which can be due to multiple reasons, such as a desire for cover and continuity of a specific Senior Management Function (SMF) following a departure. 

Imposing a time limit on an SMF approval triggers the statutory notice procedure under the Financial Services and Markets Act 2000 (FSMA) (see s.61(2B) of FSMA), which includes publication of statutory notices (see s.391(4) and s.391(6A) of FSMA).

Publication

Pursuant to s.391(4) of FSMA, we must publish such information about the matter to which a decision notice or final notice relates as it considers appropriate. However, pursuant to s.391(6A) of FSMA, we may not publish information if, in its opinion, publication would be unfair to the firm and/or candidate or prejudicial to the safety and soundness of PRA-authorised persons. For further information please refer to the PRA Statement of Policy ‘The Prudential Regulation Authority's approach to enforcement: statutory statements of policy and procedure'.

If we decide to publish a decision or final notice relating to a time-limited approval, we will do so here and the notice will be removed upon the expiry or the removal of the time limit.

The publication of a decision or final notice relating to a time limited approval does not, of itself, imply concerns or an adverse finding as to the individual’s fitness and propriety and therefore publication of a notice should not be treated as indicating a concern by us as to a person’s fitness and propriety. 

Disclosure of information

Firms are required to disclose all matters relating to a candidate’s fitness and propriety. If a firm is not sure whether something may have an impact on a candidate’s fitness and propriety, the information should be disclosed. We take non-disclosure very seriously and may consider it to be evidence of current dishonesty. If in doubt, disclose.

In the event that a candidate discloses adverse information to the firm (or the applicant knows of adverse information by some other means) the applicant has a duty to disclose that information to us.

In the event that adverse information comes to light after the application form has been submitted, or after the individual has been approved, the firm must still inform us at the earliest opportunity.

How we assess and determine Senior Managers Regime applications

Under section 61 of the Financial Services and Markets Act 2000 (FSMA), we may approve an individual only where it is satisfied that a candidate is fit and proper to perform the Senior Management Function(s) applied for. When considering a candidate’s fitness and propriety, we take into account and must be satisfied of the candidate’s:

• honesty, integrity and reputation, i.e that they will be open and honest in their dealings and able to comply with the requirements imposed on them
• competence and capability, i.e. that they have the necessary skills to carry on the function they are to perform
• financial soundness.

The length of time taken to determine an application will vary, particularly where there is evidence of non-disclosure and/or adverse information, or where an interview is required to assess the candidate’s competence and capability. In these cases, we may require the applicant to submit further information we consider necessary to determine the application. As a result, the statutory clock will be stopped until we have received that information and/or the interview has taken place. Nevertheless, we have a statutory obligation to undertake our review of the application within 90 days of receipt.

We will take a proportionate approach in our assessment of applications, taking into account all matters relating to an individual’s fitness and propriety. Where appropriate, we may also interview candidates as part of our assessment. This is particularly the case for the most senior roles at the largest firms although, at our discretion, we may also choose to interview other candidates.

Where both us and the FCA wish to interview a candidate we will, so far as possible, seek to co-ordinate a single joint interview with the applicant. Both organisations do, however, reserve the right to conduct solo interviews, where appropriate.

If a decision is made to approve the application, we will inform the firm by issuing an approval notice. If us and/or the FCA are minded to refuse the application, we will inform the applicant by issuing a warning notice, which will include details of the appeals process.

During the course of their assessment, case officers may request further information from firms via email to help reach a decision. If the firm does not respond to this request within four weeks, they are considered a ‘non-responder’. We will make further reasonable effort to obtain the required information, but we may reject a non-responder’s application at our discretion if the information is not forthcoming.

Compliance with the Senior Managers Regime

All Senior Management Functions must comply with and meet the fit and proper test for approved senior managers, as set out in section 61 of FSMA, on an ongoing basis. The FIT section of the PRA Rulebook provides further guidance on what we will take into account when assessing individuals against this. Approved persons must inform their firm and us of any matter that may impact their ongoing fitness and propriety.

We have various powers against an individual approved to perform a Senior Management Function where an individual acts in a manner inconsistent with our conduct rules or standards expected of an approved person, or if an individual knowingly consorts in a breach of their firm expectations. This action may include a fine, a suspension of the approval, imposing restrictions or issuing of a public statement relating to the misconduct.

Where we believe that a person is no longer fit and proper to perform the function, approval may be withdrawn or the individual may be prohibited from holding approval status in the future.