CP14/26 – Review of the Senior Managers and Certification Regime (SM&CR) – Phase 2

2: Overview

2.1 The SM&CR Phase 2 proposals include substantial changes to the Senior Managers Regime (SMR), removing Certification requirements and other related proposals to streamline the regime. The package aims to retain senior individual accountability while reducing regulatory burden, increasing flexibility and predictability around appointments and allowing for greater proportionality, including for smaller firms.

2.2 The key elements of the Phase 2 proposals are summarised below:

Proposals relating to the Senior Managers Regime

• Introduction of an SMF notification approach.
• Guidance on how the PRA proposes to use an anticipated power to require pre-approval for an otherwise notified SMF role, in exceptional cases.
• Group Entity Senior Manager Function (SMF7) to be split into pre-approved and notified roles.
• Removing some Prescribed Responsibilities (PRs) for Senior Managers to reduce duplication and complexity.
• Reducing the frequency of submission of Statements of Responsibilities (SoRs) and Management Responsibilities Maps (MRMs).
• Removing the requirement to maintain SoRs and MRMs for firms with a single Senior Manager (subject to special provisions relating to temporary cover arrangements).
• Extending the Temporary SMF cover rule (previously the ‘12-week rule’) from 12 to 18 weeks, while continuing to expect firms to submit an application as soon as possible.
• Specifying circumstances where time limited and/or conditional SMF Approvals are more and less likely to be permitted when requested by firms.

Proposals relating to the Certification Regime

• Removal of Certification requirements, including the requirement to assess fitness and propriety (F&P) on appointment and annually thereafter, and to issue certificates and regulatory references for those previously in scope.

Other proposals

• New requirement added for firms to consider the personal characteristics of persons at Solvency II and CRR firms previously subject to certification.
• Changes to Conduct Rule breach notification requirements for non-SMFs (including those operating under the Temporary SMF cover rule).
• Streamline the SM&CR forms.

2.3 Subject to consultation responses, the PRA proposes to make changes to the rules, supervisory statements (SS) and statements of policy (SoP). The PRA proposes to make these changes once the relevant provisions in the FSM Bill have received Royal Assent and have been commenced but before those provisions are in effect. The PRA understands that HMT intends to allow an appropriate implementation period when commencing the relevant legislative provisions.

2.4 The proposals in this CP would result in changes to the following Parts of the PRA Rulebook. Appendix 1 sets out the changes to PRA rules.

• the Glossary;
• Allocation of Responsibilities;
• Certification;
• Conduct Rules;
• Fitness and Propriety;
• Insurance – Allocation of Responsibilities;
• Insurance – Certification;
• Insurance – Conduct Standards;
• Insurance – Fitness and Propriety;
• Insurance – Senior Management Functions;
• Insurance – Senior Managers Regime – Applications and Notifications;
• Key Function Holder – Notifications;
• Large Non-Solvency II Firms – Allocation of Responsibilities;
• Large Non-Solvency II Firms Certification;
• Large Non-Solvency II Firms Conduct Standards;
• Large Non-Solvency II Firms Fitness and Propriety;
• Large Non-Solvency II Firms – Key Function Holder – Notifications;
• Large Non-Solvency II Firms Senior Management Functions;
• Large Non-Solvency II Firms Senior Managers Regime Applications and Notifications;
• Non-Solvency II Firms – Allocation of Responsibilities;
• Non-Solvency II Firms Certification;
• Non-Solvency II Firms – Conduct Standards;
• Non-Solvency II Firms – Fitness and Propriety;
• Non-Solvency II Firms Senior Management Functions;
• Non-Solvency II Firms Senior Managers Regime Applications and Notifications;
• Notifications;
• Senior Management Functions; and
• Senior Managers Regime – Applications and Notifications.

2.5 Additional consequential amendments would also be made to the following Parts:

• Group Supervision;
• Reporting;
• Non-Solvency II Firms Transitional Measures;
• Transitional Measures;
• Insurance Special Purpose Vehicles;
• Insurance – Senior Managers Regime – Transitional Provisions;
• Large Non-Solvency II Firms – Senior Managers Regime – Transitional Provisions;
• Non-Solvency II Firms – Senior Managers Regime – Transitional Provisions; and
• General Provisions.

2.6 Appendices 2–5 set out the changes to the PRA’s SSs and SoP that would implement the proposals.

• SS28/15 – Strengthening individual accountability in banking;
• SS35/15 – Strengthening individual accountability in insurance;
• SS5/21 – International banks: The PRA’s approach to branch and subsidiary supervision; and
• SoP4/15 – Conditions, time limits and variations.

2.7 Due to the extent of the reforms, there are a large number of consequential amendments across policy materials, including necessary changes to SM&CR related forms. The proposals also include consequential amendments resulting from the FCA’s Phase 2 proposals. The PRA intends to separately issue a direction related to relevant SM&CR forms and supporting documents alongside the Phase 2 PS and final rules (detailed in changes to forms in Chapter 5).

2.8 This CP is issued alongside the FCA’s CP26/37 – Senior Managers & Certification Regime Review: Phase 2 Consultation Paper.

2.9 The PRA will monitor implementation to assess whether the Phase 2 reforms deliver the joint commitment by HMT and the regulators to improve efficiency of the regime by reducing regulatory burden by 50% and Senior Manager pre-approvals by 40%. Success metrics would include the proportion of SMFs subject to pre-approval (including cases of use of the power to require regulatory pre-approval for otherwise notifiable roles), alongside existing metrics on performance against statutory deadlines. The PRA will consider whether additional performance metrics could usefully be published alongside the existing publication of authorisations data.

2.10 Removing the Certification Regime may make the term ‘Senior Managers and Certification Regime’ outdated. The PRA does not propose to rename the regime in this consultation but may consider doing so in future.

Scope

2.11 This CP is relevant to all PRA-authorised firms subject to the affected SM&CR requirements. It may also be relevant to firms applying for PRA authorisation.

Background

2.12 These proposals follow on from HMT’s consultation as part of the Leeds Reforms announced by the Government on 15 July 2025 and subsequent proposed legislative changes to FSMA 2000. These are contained in the FSM Bill introduced into Parliament in May 2026.

2.13 Alongside the FCA, the PRA published PS12/26 in April 2026 which delivered changes to streamline the regime within the existing legislative constraints. The Phase 2 proposals aim to further streamline the regime while still ensuring senior individual accountability remains robust, concluding the reforms envisaged in the Leeds announcement.

Case for action

2.14 The SM&CR was introduced after the global financial crisis to promote the safety and soundness of financial services firms in the UK by strengthening individual accountability of the most senior decision makers in firms.

2.15 The regime is widely recognised as an important part of the UK financial system’s regulatory landscape. However, the PRA considers that elements of the regime may be more burdensome than are necessary to achieve its primary and secondary objectives.

2.16 In response to the PRA and FCA joint discussion paper (DP) 1/23 – Review of the Senior Managers and Certification Regime, 88% of respondents agreed the regime made it easier to hold individuals to account. Respondents saw scope to streamline elements of the regime and enhance effectiveness through targeted changes. For example, taking a more proportionate approach to SMF approvals, offering more flexibility for temporary SMF cover and interim SMFs and reducing the frequency with which firms are required to issue certificates to certified employees.

2.17 Stakeholder engagement, including industry responses to DP1/23 and engagement with the PRA Practitioner Panel, has also highlighted that some aspects of the regime could be made more proportionate, both in terms of time and cost. Notably the requirement to seek regulatory pre-approval and processes required under the Certification Regime (CR).

2.18 Taking account of this feedback, and changes in the wider regulatory landscape, the PRA has identified specific opportunities for reform to reduce costs that are disproportionate relative to the prudential benefits they generate, while maintaining overall accountability standards.

2.19 In April 2026, the PRA’s PS12/26 and the FCA’s Senior Managers and Certification Regime review introduced initial reforms that were not dependent on legislative changes. As significant aspects of the SM&CR have been implemented via legislation, the regulators’ ability to reform the regime has been limited. However, proposals in the FSM Bill seek to provide regulators with greater flexibility to reform the regime.

2.20 The proposals in this CP would make use of the greater flexibility that is expected to be introduced in the new FSM Bill and complement wider initiatives to reduce regulatory burden. This includes continued improvements to authorisations processes and proposed changes to the statutory deadline.^{footnote [3]}

Structure of the CP

2.21 The CP is structured as follows:

• Chapter 3: Changes to the Senior Managers Regime (SMR);
• Chapter 4: Certification Regime (CR);
• Chapter 5: Other related proposals including changes to notification requirements, forms, details on gateway system submission updates, the Financial Register and broader changes to PRA rules;
• Chapter 6: PRA objectives, ‘have regards’ and cost benefit analysis;
• Chapter 7: Additional information; and
• Chapter 8: Responding to the consultation, including a complete list of the questions posed by this CP.

Implementation

2.22 The implementation date for the final policy resulting from the proposals in this CP is expected in H2 2027. This is dependent on the passage of legislation and the exercise of HMT’s commencement powers. The PRA is coordinating implementation with HMT and the FCA.

2.23 The PRA recognises that the Phase 2 proposals are substantially greater in scale than the Phase 1 changes. It therefore proposes an implementation period that is sufficient to allow industry and the PRA to make the necessary operational changes while allowing the benefits of the burden reduction to be realised as soon as practically possible. Further detail can be found under the Implementation and transitional arrangements sections throughout the document.

Q1: Do you have a view on an appropriate implementation period following publication of the policy statement?

Responses

2.24 The PRA invites responses to the proposals set out in this CP by 22 January 2027. See the Responding to the consultation section for details on how to respond and for information on how the PRA handles your personal data.

3: Changes to the Senior Managers Regime

Senior Management Function notification (Proposals 1–4)

3.1 The Senior Managers Regime (SMR) remains a key component of the PRA’s regulatory framework and is one of the principal ways in which the PRA advances its primary safety and soundness objective. Without compromising on its key prudential benefits, the PRA has identified ways to reduce the regulatory burden of the regime, which could facilitate the competitiveness and growth of the UK financial services sector in line with its secondary objectives.

3.2 The PRA has developed the proposals set out below to deliver greater efficiency and flexibility of the SMR, while ensuring that it continues to advance safety and soundness through clear allocation of responsibilities to Senior Managers.

Proposal 1: Approach to SMF notification

3.3 Currently all SMF roles are subject to regulatory pre-approval. This process involves regulatory oversight of appointments and can take several months. In the latest reporting quarter, 98% of senior manager applications were determined within the new proposed two-month deadline.

3.4 The FSM Bill proposes the introduction of a new power to enable the regulators to specify in rules where it is suitable for a firm to notify the regulators of the appointment of a Senior Manager. The PRA proposes to use this new power to designate a set of SMFs as notified roles, meaning that the firm would assess whether the candidate is fit and proper for the role at the time of appointment, instead of applying for regulatory pre-approval. The proposal aims to reduce administrative burdens and increase the predictability, flexibility and speed of senior manager recruitment and appointments.^{footnote [4]}

3.5 For notified SMFs, firms would be required to submit a notification in advance of their start date to the regulators once a successful candidate has been determined as fit and proper for the role. The process for SMF pre-approval will continue to operate as it does now, subject to any other changes proposed in this CP.

3.6 Regulatory pre-approval is one of many tools available to the PRA to ensure individual accountability and oversight of key decision makers responsible for a firm’s main activities. While notified SMF holders will no longer undergo regulatory pre-approval, they will continue to be subject to the same level of accountability as they are now. The PRA intends to hold notified SMF holders to the exact same regulatory standards as their pre-approved counterparts, including the Duty of Responsibility, requirement to take reasonable steps and Senior Manager Conduct Rules.

3.7 To support the introduction of notified SMFs and enable individuals appointed to notified SMF roles to commence those roles upon appointment, the PRA intends to update forms and systems ahead of implementation. The relevant notification requirements would be specified in a PRA direction and published on the PRA website. Further details can be found in the Implementation and transitional arrangements (paragraphs 3.45–3.51) and the Approach to forms (paragraphs 5.6–5.10) sections.

Proposal 2: Proposed notified and pre-approved SMFs

3.8 The PRA has taken a risk and evidence-based approach to determine where it proposes to retain regulatory pre-approval of SMF roles. It has taken account of the nature of the function and its inherent responsibilities, as well as evidence and experience gained from the PRA’s existing SMF assessment processes. Further factors considered have included whether the SMF is mandatory and whether it is an executive versus oversight function. The proposal was also informed by feedback received from the PRA’s Practitioner Panel.

3.9 All remaining SMFs not deemed subject to pre-approval are proposed to be designated as notified. As a result of these proposals, it is anticipated that the volume of SMF applications would reduce by more than 40%, significantly reducing the burden on firms and individuals.

3.10 The proposed list of notified and pre-approved functions is shown in Table 1 and applies to all firms.

3.11 Operational risks, including risks arising from artificial intelligence and cyber incidents, have increased the importance of effective operational oversight. The PRA therefore proposes to retain pre-approval for Chief Operating Function (SMF24). However, the PRA and FCA intend to review whether this approach remains appropriate two years following implementation of the Phase 2 reforms. This will allow the regulators to consider the evolution of the risk environment and the responsibilities that may fall within the remit of the role.

Proposal 3: Approach to SMF7

3.12 The PRA proposes to split the Group Entity Senior Manager Function (SMF7) into those appointments that would be made via notification and those that would remain subject to regulatory pre-approval.

3.13 This proposal does not expand the scope and overall size of the current SMF7 population. Instead, the PRA proposes to build upon the existing SMF7 definition by specifying that where an individual performs a group-level role and exercises significant influence,^{footnote [5]} they must be pre-approved by the regulators if their group role corresponds to certain proposed PRA and FCA pre-approved function(s). The most relevant roles would be Group Chief Executive, Chief Financial Officer, Chief Risk Officer, Chief Operations Officer, Chief Compliance Officer, Money Laundering Reporting Officer and Board Chair. All other SMF7s would become notified roles. Firms would be required to consider the substance of the SMF7’s group role rather than relying on the relevant individual’s job title.

3.14 In practice, SMF7s in branches or subsidiaries of overseas banks may be likely to meet the criteria for SMF7a and therefore only require notification. The PRA considered alternative options to determine which SMF7 roles should remain pre-approved, such as introducing more precise sector-specific criteria. However, it was determined that these risked introducing unnecessary complexity and additional regulatory burden for firms.

Q2: Do you agree with the proposed approach to notification, and division of SMFs between notification and pre-approval?

Q3: Do you agree with the proposed approach to splitting SMF7 into pre-approved and notified functions?

Proposal 4: Reinforcing Senior Manager accountability for assessing SMFs Fitness and Propriety (F&P)

3.15 The PRA proposes that all SMFs (including notified SMFs) continue to be assessed as fit and proper by firms before appointment. To reinforce individual Senior Manager accountability, the PRA proposes to clarify that the prescribed responsibility for the firm's performance of its obligations under the SMR (Prescribed Responsibility A – ‘PR A’) also relates to the firm’s vetting of candidates to perform senior management functions. In addition, guidance is proposed to be included in SS28/15 and SS35/15 reminding Senior Managers of their obligations under PR A and the importance of SMF F&P assessments being conducted to appropriate standards.

Proposal 5: Requiring SMF pre-approval in exceptional cases

3.16 The FSM Bill specifies that, in certain circumstances, regulators can require firms to apply for pre-approval for notified SMF roles before an SMF notification is submitted. The FSM Bill would allow the PRA to achieve this through existing powers in section 55M of FSMA, which relates to Voluntary Requirements (VREQs) and Own Initiative Requirements (OIREQs).

3.17 The PRA intends for the requirement for pre-approval of otherwise notified roles to be used only in exceptional circumstances. This is to avoid undermining the broader cost saving benefits of moving functions to a notification regime.

3.18 The requirement under section 55M may be applied to specific SMF role(s) or to all notified SMF roles within a firm. The PRA is proposing to include additional guidance in SS28/15 – Strengthening individual accountability in banking and SS35/15 – Strengthening individual accountability in insurance on how it intends to use this power. Examples of such exceptional circumstances include:

• where a firm is at risk of failing;
• where serious concerns have been identified in relation to a firm’s governance or ability to appropriately assess the fitness and propriety of notified SMFs; or
• where a notified role has particular importance in relation to a given firm’s safety and soundness.

Q4: Do you agree with the proposed approach to the use of the power to require SMF pre-approval in exceptional cases?

Proposal 6: SMF appointments ‘subject to regulatory approval’

3.19 Section 59 of FSMA currently prevents individuals performing an SMF role without PRA approval. Following the Phase 2 reforms, for those roles that would remain subject to pre-approval, the PRA proposes to clarify that it would continue to expect that firms will attain regulatory approval prior to making a public announcement in relation to an appointment.

3.20 The PRA recognises that there may be limited circumstances where this is not possible, such as where the firm is under a duty to disclose under other legal or regulatory requirements. This could arise, for example, where there is a market disclosure requirement related to an urgent change in Chair or CEO, or where the appointment is linked to a time sensitive Change in Control (CiC). In these circumstances it may be necessary for appointments to be announced ‘subject to regulatory approval’. In contrast, the PRA would not generally consider it necessary for a firm to make appointments subject to regulatory approval where there is no real urgency to make or announce the appointment before approval has been given and expects firms to engage in succession planning with a view to avoiding such urgency arising.

3.21 In the event that regulatory approval is not granted, this could have repercussions for the individual and firm in question. Firms should therefore only make announcements ‘subject to regulatory approval’ where strictly necessary. The firm should make every effort to discuss such pre-approved appointments with the PRA prior to any announcement, consistent with Fundamental Rule 7. This existing expectation has been reflected in a new paragraph 2.4D in SS28/15 and a new paragraph 2.4D in SS35/15.

Q5. Do you agree with the PRA’s approach to firms announcing appointments ‘subject to regulatory approval’?

Allocation of SMF responsibilities (Proposals 7–9)

3.22 The PRA is also proposing changes to rules on firms’ allocation of responsibilities to Senior Managers and related documentation requirements.

Proposal 7: Streamlining Prescribed Responsibilities (PRs)

3.23 In response to Phase 1 feedback, the PRA proposes to streamline Prescribed Responsibilities (PRs) to reduce duplication and complexity. These changes include:

• removing PRs relating to the Certification Regime and PR allocation;
• removing PRs relating to training and induction of members of a firm’s governing body, senior management and key function holders (as applicable);
• removing the PR relating to Management Responsibilities Maps considering the scope of the PR relating to a firm’s obligations under the SMR (PR A); and
• removing the PR for maintenance of the firm’s business model considering the inherent responsibilities of the Chief Executive Function (SMF1).

3.24 The PRA does not intend for firms to submit to the regulators any SoRs solely because they are updated or amended as a result of implementing these proposals. However, firms would still be required to ensure that SoRs remain up to date at all times.

Proposal 8: Statement of Responsibilities (SoRs), Management Responsibilities Maps (MRMs) and removal of the Form J notification form

3.25 To further reduce burden, the PRA proposes to reduce the frequency with which SoRs and MRMs are required to be submitted. Currently, firms are required to submit updated SoRs (including MRMs where applicable) following a ‘significant change’ to a Senior Manager’s responsibilities.^{footnote [6]} Even considering Phase 1 changes (with firms generally expected to submit updated SoRs and MRMs no later than six months following a significant change in responsibilities),^{footnote [7]} frequent resubmission can still be required under the current framework, which incurs additional compliance costs on firms.

3.26 Proposed legislative changes would allow regulators greater flexibility. The PRA proposes that it would no longer require firms to submit SoRs and MRMs whenever they significantly change. The PRA would still require that firms ensure these documents are kept up to date internally and are able to provide them to the PRA on request. It is intended that a PRA direction setting out the forms and information requirements relating to SMF notifications and applications would include further details on supporting documents. This includes clarifying that SoRs and MRMs included with SMF applications and notifications (where required) reflect the planned arrangements once approval is granted or notification takes effect.

3.27 The PRA also proposes to remove the requirement for firms to provide a Form J to notify of significant changes of a Senior Manager’s responsibilities. Instead, any ad hoc SoR and MRM submissions (outside of SMF applications or notifications) that are requested by the regulator would be submitted directly to the firm’s supervisory contacts.

3.28 Together, these proposals are expected to reduce the submission frequency of SoRs and MRMs by an estimated 1,700 submissions per year,^{footnote [8]} while maintaining regulatory visibility of where responsibilities are allocated within firms.

3.29 The PRA is also proposing to make amendments to, where possible, better align, clarify and simplify language, standards, and terminology. This would take place across the PRA Rulebook Parts relating to MRMs and SoRs. This is proposed to make the PRA’s rules more consistent, clearer and easier to navigate, streamlining PRA Rulebook content. Examples of proposed changes include:

• specifying the content of SoRs in rules;
• using a single Glossary definition of ‘senior management regime’ across all Parts;
• removing detailed rules in the Insurance – Allocation of Responsibilities Part and the Large Non-Solvency II Firms – Allocation of Responsibilities Part relating to the signing of SoRs and updated versions; and
• removing rules in the above Parts relating to informing persons in writing of changes in their responsibilities shown in the MRM.

3.30 Appendices 1–3 set out the changes to PRA rules and guidance in SS28/15 and SS35/15 that facilitate the proposed changes set out in this section.

Proposal 9: Removing SoR and MRM requirements for firms with a single Senior Manager

3.31 To provide proportionality for smaller firms, the PRA also proposes that firms with a single Senior Manager holding one or more SMFs would not be required to maintain up-to-date SoRs or MRMs under the rules (as it is expected that all relevant Senior Manager responsibilities sit with that individual).

3.32 When determining whether a firm has only a single Senior Manager, the following individuals will be counted as Senior Managers:

• any Senior Manager of the firm who is temporarily absent; and
• any person who is not a Senior Manager of the firm but is providing temporary cover for a person that has permanently ceased to be a Senior Manager of the firm.

3.33 Where a Senior Manager of the firm also provides temporary cover for a person that has permanently ceased to be a Senior Manager of the firm, the individual would be counted twice (once in the capacity of a Senior Manager of the firm and once in the capacity of providing this cover).

3.34 The PRA’s direction will clarify how this exclusion interacts with requirements to submit SoRs and MRMs as part of an SMF application or notification.

Q6: Do you agree with the proposals related to the allocation of SMF responsibilities?

Temporary SMF cover and time limited/conditional appointments (Proposals 10–11)

Proposal 10: Temporary SMF cover rule (previously the ‘12-week rule’)

3.35 The Temporary SMF cover rule allows an individual to perform an SMF role without regulatory approval to cover temporary or reasonably unforeseen absences.^{footnote [9]} Phase 1 introduced additional flexibility by allowing firms up to 12 weeks to submit an SMF application.

3.36 The PRA and FCA, as a part of this consultation, propose to extend the temporary cover period from 12 to 18 weeks. It is anticipated that this proposal will provide greater flexibility for firms, particularly for pre-approved SMF roles. However, the PRA expects the proposed extension of up to 18 weeks to only be used where there is a clear justification. To uphold PRA expectations on appropriate succession planning, which supports strong and effective governance, the ‘temporary’ or ‘reasonably unforeseeable’ SMF absence requirements will still apply to PRA functions at dual-regulated firms. Firms would still be expected to submit any required application or notification as soon as possible.

3.37 The PRA also proposes to include guidance in SS28/15 and SS35/15, setting expectations on documenting arrangements entered between a firm and an individual under the Temporary SMF cover rule to support appropriate record-keeping. The PRA continues to expect firms to have in place appropriate notice periods and clear succession planning reflecting current and future business needs.

3.38 To increase proportionality, the PRA also proposes to remove the requirement to submit a Form D Notification when a PRA approved person will be temporarily absent for more than 12 weeks and when that person returns from absence (if applicable). However, firms should continue to ensure that their supervisory contact is made aware of temporary or unforeseen absences via the usual engagement lines.

Q7: Do you agree with the proposed approach to extend the Temporary SMF cover rule and disapplying Form D for temporary SMF absences exceeding 12 weeks?

Proposal 11: Time limited and conditional SMF approvals without statutory notice requirements

3.39 Currently, SMF approvals may be made subject to time limits, and/or conditions when it is considered appropriate and desirable to advance PRA objectives. When imposed, these time limits and conditions are subject to statutory notice requirements. In practice, time limits or conditions are often desired by or imposed in agreement with the firm, and statutory notice requirements are not appropriate.

3.40 To support greater efficiency, especially for firms managing interim SMF appointments, the PRA proposes to use the proposed power within the FSM Bill to specify the circumstances where a firm can directly apply for a pre-approved SMF. This would be subject to a time limit or condition without triggering statutory notice requirements within the PRA rules^{footnote [10]} (ie a permitted conditional application). Outside these circumstances the PRA may continue to make approvals subject to conditions where desirable to advance its objectives and may consider requests by firms for approval to be made on such a basis.

3.41 The PRA recognises that applications requesting a time limit may be granted in a wide range of circumstances and so proposes to allow firms flexibility in the circumstances where they may be applied for. To provide further guidance to firms, the PRA proposes to include in SoP4/15 – Conditions, time limits and variations of approval indicative circumstances where agreeing a time limited approval is more or less likely to be appropriate in view of the PRA’s objectives. This includes managing short-term pre-approved SMF vacancies, and scenarios not covered by the proposed further extension of the Temporary SMF cover rule (see the Temporary SMF cover rule (previously the ‘12-week rule’) section).

3.42 These examples should be considered as illustrative, non-exhaustive, and are provided to support firm consideration of requests for a time limited approval noting that each case must be assessed individually. This should allow greater flexibility for firms to provide cover for pre-approved SMF roles. The greater flexibility is intended to support roles with longer recruitment periods that exceed the allowable period under the temporary SMF cover rule. The PRA still expects firms to maintain succession plans to address the unexpected loss of key individuals, particularly SMF roles, which should include arrangements covering immediate and short-term situations alongside longer-term replacements.^{footnote [11]}

3.43 For conditional approvals (permitted conditional applications requesting a condition, whether with or without a time limit), the PRA is concerned about the potential risk of these being used to facilitate the approval of individuals who otherwise fail to meet minimum standards of F&P. The PRA has therefore identified one circumstance where it may be appropriate for firms to request a conditional approval. This is where a candidate reduces or ceases certain activities, relating to their employment or directorship at a firm or in an individual capacity. This could be used, for example, to propose a condition that Chairs (SMF9) resign from other non-executive directorships which exceed the maximum allowed under PRA rules.^{footnote [12]} This permissible condition will be included in the PRA’s rules with additional guidance provided in SoP4/15.

3.44 Firms seeking permitted conditional approvals would need to submit a request with the relevant SMF application. Requests would be linked to a specific SMF appointment and supported by a clear rationale setting out the need for a condition or time limit, and how the proposed condition or time limit addresses the matters that would otherwise prevent an unconditional approval. The PRA expects that such requests will be made rarely and firms are encouraged to discuss with the PRA in advance of submission. Further details on how firms should make such requests will be provided sufficiently in advance of implementation.

Q8: Do you agree with the proposed approach to permitted conditional applications containing time limits or conditions for approval? Are there other conditions that the PRA should consider allowing firms to request as part of permitted conditional applications?

Proposal 12: Implementation and transitional arrangements

3.45 The PRA envisages an implementation date in H2 2027 for the proposals in this CP. Given the scale of the Phase 2 package, the PRA recognises that firms will require an implementation period to update internal systems, controls and guidance to reflect the PS and final rules. The PRA also recognises that implementing quickly will deliver the expected burden savings of the proposals sooner.

3.46 In developing the approach to implementing the Phase 2 changes, the PRA has considered feedback from the PRA Practitioner Panel in support of a short implementation period and avoiding a piecemeal approach to introducing changes. The Panel also gave feedback that, where operationally feasible, the reforms should be introduced in a coordinated manner.

3.47 The most significant change to SMR under Phase 2 is the movement of certain functions to notification. The PRA therefore proposes transitional arrangements to support Phase 2 implementation. These arrangements would enable firms to submit notifications for functions that are due to become notified functions, up to one month ahead of the implementation date. Notifications submitted during this period could specify a future start date on or after the implementation date. This is intended to help ensure that individuals appointed to functions moving to notification can commence in role on, or shortly after, the implementation date.

3.48 The PRA also proposes to continue accepting SMF applications for pre-approval for functions that are proposed to become notifiable until the implementation date. Applications submitted before this date but not determined by then would continue to be assessed under the existing framework. The PRA considers that these arrangements would support an orderly transition and avoid unnecessary disruption for firms with pending applications.

3.49 From the implementation date onwards, for functions that become notification functions, firms would be required to notify rather than seek pre-approval.^{footnote [13]} The PRA proposes that notifications may be submitted up to three months in advance of the individual's start date. The notification would take effect on the latter of the future start date specified by the firm or upon acknowledgement of receipt by the regulator. Firms would also be able to withdraw a notification before it takes effect.^{footnote [14]}

3.50 The PRA considers that the Phase 2 reforms would not affect the status of approvals granted before the implementation date. Where an individual has been approved to perform a function that becomes a notified function following implementation, approvals in this circumstance would continue to have effect and firms would not be required to submit a notification. In relation to the split of the SMF7 function, this means that approvals granted before implementation would continue to cover the SMF7 approved function and the SMF7a notified function following implementation. This approach is intended to provide continuity and avoid the need for firms to revisit existing approvals solely because of the transition to the new regime.

3.51 The PRA may also, in limited circumstances, use existing powers in section 55M of FSMA ahead of implementation to continue to require SMF pre-approval for functions that will otherwise become notified. This would enable the PRA to inform affected firms in advance of implementation that they would be required to make applications for pre-approval for all or certain notified SMF roles, rather than transition to notification. Any such use of the power would be consistent with the exceptional circumstances described in the section on Requiring SMF pre-approval in exceptional cases (paragraphs 3.16–3.18).

Q9: Do you agree with the proposed implementation and transitional approach for senior managers?

4: Certification Regime

Proposal 1: Proposals to remove Certification requirements

4.1 The FSM Bill will, if implemented as proposed, remove the statutory basis for the Certification Regime (CR), with the intent that regulators can consider introducing successor measures to address any uncovered risks where it is appropriate to do so.

4.2 The PRA has considered a variety of ways in which a replacement for the CR might be approached. In deciding its proposed way forward, the PRA has considered the value that the CR provides to its objectives and the burden imposed by the regime.

4.3 The PRA considers that other elements of the prudential framework already provide many of the CR’s benefits. It therefore considers that creating a successor regime would impose disproportionate costs. Accordingly, it proposes to remove the requirements to assess F&P and issue certificates on recruitment and annually, and to seek regulatory references for those formerly in scope of the CR.

4.4 Concepts of fitness and propriety and personal accountability have been increasingly embedded in the financial sector in the years since the SM&CR was first implemented. Firms have a clear incentive to ensure the competence and good conduct of their employees, and this is underpinned by the conduct rules and the 'competent employee' rule, which states that firms should ‘employ personnel with the skills, knowledge and expertise necessary for the discharge of the responsibilities allocated to them’.^{footnote [15]} Taking this into account, the PRA has concluded that while it remains necessary to require firms to assess F&P for SMFs and other key senior individuals to advance its objectives, it is not proportionate to continue to require firms to additionally certify the F&P of this cohort of employees.

4.5 The PRA proposes to build slightly on the existing ‘competent employee’ rule to clarify that it also includes personal characteristics (including integrity and honesty). This means that where CRR and Solvency II firms employ persons undertaking functions^{footnote [16]} previously subject to the CR, they would need to take reasonable steps to assess whether those individuals demonstrate the integrity, honesty and other characteristics necessary to perform their roles. This will be an ongoing obligation, however the PRA expects this would be considered at the point of recruitment and thereafter should there be reasonable cause to reconsider whether the requirement is being met. High-level guidance is proposed in SS28/15 and SS35/15.

4.6 Additionally, removing the need for regulatory references for individuals holding roles previously subject to the CR would reduce burden while still allowing firms to form a view on individual fitness drawing on a range of sources.

Proposal 2: Implementation and transitional arrangements

4.7 The implementation date for the changes resulting from this CP is dependent on the passage of legislation and the exercise of HMT’s commencement powers, but is expected in H2 2027. After implementation, firms would not need to complete certification assessments or regulatory reference requests that are already under way. Firms could complete them voluntarily where lawful and appropriate.

Q10: Do you agree with the proposals related to removing Certification requirements and the approach to implementation and transitional arrangements?

5: Other related proposals

Proposal 1: Conduct rule breach notification requirements

5.1 At present, the PRA applies three Individual Conduct Rules to certified persons as well as to Senior Managers. The PRA proposes that these rules will continue to apply to Key Function Holders (KFH), Material Risk Takers (MRTS) and certain senior roles at credit unions (ie roles that would previously have fallen within scope of the CR).

5.2 Currently, firms are required to notify the PRA (via Form L) of a conduct rule breach by a Certified Person, Notified Non-Executive Director (NED) or an individual operating under the 12-week rule, where this results in ‘disciplinary action’. This is defined in section 64C of FSMA (which is due to be repealed as part of the FSM Bill), and covers the issuing of a formal written warning, the suspension or dismissal of the person, and/or the reduction or recovery of any of the person's remuneration.^{footnote [17]}

5.3 The PRA proposes to incorporate the definition of ‘disciplinary action’ outlined in section 64C of FSMA within the PRA Rulebook Glossary (to be renamed as ‘disciplinary or remuneration action’). For individuals undertaking roles that were previously in scope of the CR, the PRA proposes to raise the reporting threshold for conduct breaches from ‘formal written warning’ to ‘final written warning’ following the completion of any appeals process as part of the internal investigation. Firms will still be required to notify in the case of breaches resulting in suspension or dismissal and/or the reduction or recovery of remuneration.

5.4 Firms would also continue to submit a Form L within seven business days. This proposal is not intended to undermine firms’ obligations to disclose anything relating to the firm, including suspected or actual conduct breaches, which the PRA would reasonably expect notice under Fundamental Rule 7.^{footnote [18]} It is anticipated that this proposal would reduce burden while still providing regulatory visibility of conduct rule breach reporting as necessary.

5.5 Reporting requirements for those subject to Senior Manager Conduct Rules (ie SMFs, those performing SMF roles under the temporary SMF cover rule and Conduct Rule NEDs (previously ‘notified NEDs’ – see paragraph 5.13)) remain unchanged.

Q11: Do you agree with the proposed changes to conduct rule breach notification requirements?

Approach to forms (Proposals 2–3)

5.6 The PRA proposes to remove references to certain forms from the PRA Rulebook. This is intended to enable the PRA to update forms more efficiently, without the need to consult on rule changes when making minor amendments to forms. Such changes may include updates to contact details, explanatory text, layout or formatting and where these do not materially alter the PRA’s policy.

5.7 The PRA proposes that the forms to be used for applications and notifications under the Phase 2 reforms, together with any supporting information requirements, would be specified in a PRA direction and made available on the PRA's website. For forms where requirements continue to be specified in rules, the PRA proposes to set out the general categories of information that the relevant form is intended to collect. The forms would be published online, as is currently the case, and firms would continue to provide the relevant information via these forms.

5.8 The PRA does not expect the direction to be finalised until closer to implementation and it is therefore not included as part of this consultation. The PRA intends only to update the forms and other supporting documentation to reflect the Phase 2 reforms, and to reduce unnecessary or duplicative information requirements. The PRA does not plan any changes that would substantively alter the information and supporting documents associated with an application or notification. The PRA would not, for example, plan to introduce new questions, require additional supporting documents or expand the scope of information that firms must provide.

5.9 The PRA intends to publish both the direction and forms as part of the PS, to give firms time to understand them ahead of the implementation period. If the PRA judges it necessary to introduce any substantive changes outside those contemplated, further consultation on draft versions will be considered with a view to obtaining feedback from stakeholders.

5.10 The PRA expects notifications to be materially simpler than pre-approval applications. Firms would generally be expected only to provide details of the proposed notified SMF holder, confirmation that the necessary fitness and propriety assessment and supporting checks have been completed, and SoRs and MRMs, where applicable. The PRA does not currently intend to require any other supporting documentation.

Proposal 2: Streamlining notified Non-Executive Director (NED)/Key Function Holder (KFH) requirements (Form M)

5.11 The Form M notification is used to notify the PRA of the appointment of notified NEDs who are not performing a Senior Management Function (SMF) or Key Function Holders (KFHs) who perform FCA key functions but are not designated as SMFs. Annually, the PRA currently receives around 200 of these notifications.

5.12 As part of the Phase 1 package, the PRA clarified expectations in SS35/15 that the SMF responsible for identified key functions would only be required to submit the SMF application form and accompanying material, and not a Form M notification as well.

5.13 The PRA is proposing in this CP to remove the requirement to complete and submit a Form M notification in all cases. Consequentially (and to distinguish these roles from ‘Notified SMFs’), Notified NEDs are proposed to be referred to as ‘Conduct Rule NEDs'. The PRA will retain the requirement for firms to ensure that these individuals are fit and proper. However, to ensure a proportionate regime with appropriate regulatory oversight, these notifications do not need to be submitted to the regulator in future.

Proposal 3: Changes in notified persons (Form F)

5.14 The Form F notification^{footnote [19]} is used to notify the PRA and FCA of changes to key individuals at a group including (1) the firm’s global CEO if based outside the UK; and (2) an individual with a purely strategic responsibility for the UK operations. The PRA currently receives around 10 of these notifications annually but acknowledges that the update can be provided outside of the notification form through FCA Handbook submission requirements and supervisory engagement. Therefore, the PRA proposes to remove the Form F requirements.

Q12: Do you agree with the PRA's proposed approach to forms including the removal of the Form M and Form F submission requirements?

Proposal 4: Gateway submission updates

5.15 The PRA also intends to reduce the material that needs to be submitted alongside an SMF application for pre-approval. This includes documents that are currently submitted to the regulator that are either duplicated versions of material previously submitted or deemed as having a limited role in supporting the assessment of the individual’s fitness and propriety.

5.16 Ensuring that the PRA’s assessments are focused on the individual applicant is crucial in ensuring that the PRA is focused on what matters, and that firms and individuals are receiving timely determinations to their applications.

5.17 Examples of this include removing the requirement to submit a summary of the handover material at the point of application and removing the requirement to submit a separate organisational chart as this should already be included within the MRM.

5.18 These are operational changes that will be embedded at the point of policy implementation and do not require amendments to the PRA’s Rulebook.

Proposal 5: The Financial Services Register

5.19 The Financial Services Register will continue to provide information regarding individuals performing SMFs and will distinguish between notified and pre-approved SMFs. Further information on how these changes will be reflected on the Financial Services Register will be provided closer to implementation.

Proposal 6: Changes to PRA rules and supervisory statements

5.20 The PRA’s SM&CR rules are currently spread across several separate parts of the Rulebook for different firm types. As a result, substantively similar rules often appear in four separate parts. For example, the PRA’s rules relating to Senior Management Functions are set out in:

• Senior Management Functions (for CRR firms); 
• Insurers – Senior Management Functions; 
• Large Non-Solvency II firms – Senior Management Functions; and 
• Non-Solvency II firms – Senior Management Functions. 

5.21 The policy proposals in this CP therefore would require changes across multiple Rulebook Parts for different firm types. The PRA recognises that this fragmentation can make understanding and tracking changes across the Rulebook complex.

5.22 Additionally, in developing the rules to implement these changes, the PRA identified opportunities to address some divergences between the SM&CR Parts of the Rulebook. These include differences in terminology, definitions and, in some cases, the standards applied to different types of firms. For example:

• The Insurance – Allocation of Responsibilities Part required firms to update an MRM at least quarterly or following certain significant events; whereas the Allocation of Responsibilities Part required an MRM to be kept up to date at all times. Firms will now need to keep the MRM up to date at all times.
• Differences in the definition of ‘senior management regime’ used in the Allocation of Responsibilities Part and the definition of this term used in other SM&CR Parts of the Rulebook will be addressed.
• Large Non-Solvency II Firms – Fitness and Propriety 2.4(2) requires firms appointing SMFs or notified NEDs who have worked outside the UK for a material time in the previous five years to request the fullest information about the candidate as they are lawfully able to do under overseas legislation. However, the time period is six years in the other Fitness and Propriety Parts. This requirement will now be aligned at six years across all sectors.

5.23 As part of the proposals, the PRA has sought to better align language, standards, definitions and terminology, though some differences remain.

5.24 In addition, the PRA has identified some opportunities to clarify, simplify and update the SM&CR rules. This includes:

• removing obsolete rules relating to cross-border service providers in the Temporary Permissions Regime;
• updating the definition of ‘relevant senior management function’ to cover additional firms within the scope of relevant SM&CR Parts; and
• using, where possible, sectoral definitions of ‘group’ and ‘parent undertaking’ and, where this is not possible, FSMA definitions of these two terms.

5.25 The PRA has also identified opportunities to update and clarify language used in SS28/15 and SS35/15.

Q13: Are there any areas of divergence/inconsistency that haven't been addressed that you feel should be highlighted to the PRA?

6: PRA objectives, ‘have regards’ and cost benefit analysis

PRA objectives

The PRA’s primary objective

6.1 The Senior Managers Regime remains a key component of the PRA’s regulatory framework and one of the principal ways in which the PRA advances its primary safety and soundness objective. As outlined in Chapter 2, the PRA’s proposals to introduce notification for certain SMFs are expected to materially reduce regulatory burdens and enhance flexibility, predictability, speed and proportionality of appointments, while advancing, or continuing to advance, the PRA primary objectives. SMF notification, by reducing frictions to appointment, could also support improvements in applicant quality which, alongside supporting being able to respond to SMF vacancies more efficiently, may strengthen firm governance and positively benefit firm safety and soundness.

6.2 SMF notification would mark a shift in regulatory risk appetite by removing regulators’ ability to assess SMFs ahead of appointment. However, the use of section 55M to require SMF pre-approval where necessary could advance the PRA’s primary objectives. The requirement for an SMF to be accountable for the fitness and propriety of notified SMFs under PR A provides a mitigant to the potential safety and soundness risks associated with SMF notification. The PRA assesses that the other proposals, including streamlining allocation of PRs, SMR reporting and notification requirements, and greater firm flexibility for temporary SMF cover and interim SMF appointments, would reduce administrative burden, including for smaller firms, without compromising senior individual accountability.

6.3 In response to the proposed removal of the relevant Certification Regime (CR) statutory requirements in the FSM Bill, the PRA had assessed whether a replication or replacement was necessary to advance primary objectives. While it remains necessary to apply more stringent requirements for SMFs and other senior individuals (such as conduct NEDs),^{footnote [20]} the PRA has determined that it is no longer proportionate to continue to apply Fitness and Propriety requirements and require regulatory references to those formerly subject to the CR. To reduce risk associated with this change, CRR and Solvency II firms will be accountable for an on-going, higher-level and less burdensome requirement to ensure those formerly in scope of the CR are competent and have appropriate personal characteristics. There are some risks associated with disapplying the requirement for regulated firms to seek and respond to requests for regulatory references (for example, firms may no longer receive the detailed information as currently required). However, on balance the PRA has assessed the burden imposed by this requirement to be disproportionate.

6.4 Additionally, Individual Conduct Rules will still apply to this population, and firms will remain accountable for applying the relevant requirements. The PRA will continue to be able to take individual enforcement action against this population of individuals, in addition to the relevant firm(s), where it is necessary to advance its primary objectives.

6.5 Overall, the Phase 2 package aims to deliver greater proportionality and flexibility to firms, while focusing regulatory scrutiny and accountability where it is needed on the most senior decision makers within firms.

The PRA’s secondary objectives

6.6 The proposals contained in this CP advance the PRA’s secondary objectives by making the SM&CR more proportionate and efficient, while maintaining individual senior accountability.

6.7 The proposals should reduce the regulatory burden associated with the SM&CR through reducing Senior Manager approval costs and delays making appointments of senior staff (including international talent) more flexible, quicker and predictable. The introduction of notification would reduce frictions associated with recruiting and increased certainty for appointments. This should make it easier for firms to attract senior talent, including for firms seeking to recruit internationally. This provides benefits to labour mobility and supports international competitiveness.

6.8 The proposed changes to temporary SMF appointments should give firms increased flexibility to manage absences. Providing firms with additional time to identify and appoint a permanent candidate should reduce the need to accelerate recruitment processes in response to a temporary and unforeseen absence, allowing firms more time and efficiency when finding a permanent candidate. This should support effective succession planning.

6.9 The proposals seek to improve operational efficiency and lower regulatory compliance costs. This should allow firms to allocate less time and resources to regulatory processes and allocate resources more efficiently across their business. This should support firms’ abilities to operate and enhance competition. Lowering regulatory compliance costs should also reduce barriers to operating and expanding in the UK, supporting competition and increasing the competitiveness of the UK as a location for investment.

6.10 The reforms also enable a more proportionate approach, reducing unnecessary burdens on lower-risk firms, roles and activities. This should support the UK being a more attractive location for financial firms and encouraging greater investment in the UK financial services sector.

6.11 Taken together, these proposals aim to facilitate effective competition, enhance international competitiveness and the attractiveness of the UK as a location for investment. The PRA considers these proposals to contribute positively to the competitiveness and growth of the UK economy.

Significant factors to which the PRA has ‘had regard’

6.12 The PRA has considered the various ‘have regards’ and considers the following to be most appropriate:

6.13 The need to use the resources of the PRA in the most efficient and economic way (FSMA regulatory principles): The proposals set out in this paper seek to use the PRA’s resources in a more efficient way, through increasing proportionality of the operation of the SM&CR. This includes the introduction of SMF notifications that will replace full SMF applications for certain SMFs and the consequential assessment and approval by regulators. This should lead to reduced resourcing burden for the PRA, enabling resources to be focused on key risks. For the avoidance of doubt, this is not the primary driver for the introduction of SMF notifications, but it is an efficiency that will naturally flow from the reforms.

6.14 The principle that a burden or restriction which is imposed on a person should be proportionate to the benefits which are expected to result from the imposition of that burden (FSMA regulatory principles): The proposals set out in this paper largely seek to reduce the burden and requirements imposed on firms. This is through reducing the complexity of rules and expectations, reducing inefficiencies, reducing administrative and compliance costs, and increasing the proportionality of the regime. The PRA assesses that the overall package would result in a regime where the benefits derived are more proportionate to the burdens imposed.

6.15 Maintaining and enhancing the UK’s position as a world-leading global finance hub and a destination of choice for international financial services business (HMT recommendation): The proposals maintain high levels of individual senior accountability, particularly as notified SMFs would be held to the same standards as pre-approved SMFs. The UK is already seen as a jurisdiction where there is confidence in individual accountability. These proposals maintain this standard. 

6.16 The proposals also intend to reduce burden and make the regime more proportionate, flexible and predictable which should also contribute the UK being an attractive location for investment.

Cost benefit analysis (CBA)

Cost Benefit Analysis (CBA) Panel feedback

6.17 The PRA consulted the CBA Panel (‘the Panel’) on its CBA. The Panel reviewed the analysis and provided valuable feedback, which has been reflected in the CBA. The key points raised by the Panel, and the PRA’s response, are set out below:

• The Panel suggested taking into account the evolution of the wider regulatory regime since the SM&CR was introduced, when determining the case for action. This is now referenced in paragraph 2.18.
• The Panel suggested providing further information on the benefits that greater flexibility over appointments would have on governance quality and international competitiveness. The PRA has provided additional detail on the effects of increased flexibility (paragraphs 6.39).
• The Panel suggested exploring the interaction between the Certification Regime and the Conduct Rules when considering the potential costs of removing the Certification Regime. This has been included in paragraph 6.44.
• The Panel suggested including additional information regarding the impact of notification, and its impact on governance quality. The PRA has included additional commentary in paragraph 6.42.

The firms and markets affected by the policy proposals

6.18 The proposals would affect around 1,200 PRA authorised firms subject to the SM&CR. This includes around 675 deposit takers and 560 insurance firms. To provide some detail of the activity affected, for the period 1 March 2025 to 28 February 2026, the PRA determined 1,250 applications for SMF roles, and there are around 7,000 SMF holders in total. In 2025, around 2,400 certificates were issued to newly certified individuals, and there are around 7,700 PRA certified individuals.

6.19 In comparison, the FCA population consists of around 59,000 individuals holding SMF roles and 139,000 certified individuals. For a comprehensive analysis of the solo-regulated population of firms please see the FCA’s CBA.

The counterfactual

6.20 The policies are being measured against a scenario which assumes that the requirements of the SM&CR are not changed, with any elements of the regime removed from legislation being recreated in the PRA Rulebook. This scenario also assumes the Phase 1 SM&CR reforms are implemented. Under this baseline, sources of regulatory burden would persist.

Sources of data and methodologies

6.21 The CBA analysis uses information collected through a joint PRA/FCA industry survey conducted between June and July 2026, which received 84 responses from PRA firms. This has been supplemented by responses to the earlier ‘pilot’ survey conducted between April and May, of which there were 12 responses from PRA firms. In total there are 96 responses from dual-regulated firms, including 44 banks, 10 building societies, 5 credit unions, 2 designated investment firms, 23 insurers and 12 Lloyd’s managing agents.

6.22 Survey questions focused on the incremental time added by SM&CR regulations compared to firms’ business-as-usual processes. Estimates of cost were informed by the PRA’s Standard Cost Model, remuneration and authorisations data.

6.23 The impact of the Phase 2 proposals was estimated by comparing compliance and administrative costs under the counterfactual with those under the proposed policy changes. The difference between the two provides an estimate of the reduction in these costs arising from the reforms. The median unit cost, based on survey data, has been used when calculating the savings. This has been used to calculate the central industry wide cost estimate with the 25^th and 75^th percentile showing the likely range of the cost savings, to gauge uncertainty about the survey information.

6.24 Cost savings for firms may arise from less time taken to complete tasks under the SM&CR. Reduction in burden is measured using hours taken to complete a task and staff cost. The unit cost has been multiplied by the number of times a specific task occurs in one year. Collectively, this creates a monetary value for staff time savings.

6.25 There are some potential additional costs from the changes including the one-off cost of familiarisation with the changes in policies. These are captured in the estimations. In addition, there may be an increase in risk arising from less regulatory scrutiny, which could increase the likelihood that issues are identified later than they otherwise would be. This risk is considered in the Analysing other costs section below. The causal chains through which costs and savings arise are set out in the relevant sections below.

Limitations of the quantitative analysis

6.26 This analysis is subject to some important limitations. These include the reliance on self-reported survey data from firms and the potential for the sample provided by survey responses to not fully capture heterogeneity across firms. For example, there will be differences in burden due to variations in characteristics such as firm size and business model. The survey sample also overrepresents banks and building societies and underrepresents credit unions and insurers, so its findings should be interpreted with caution.

6.27 Perhaps most notably there are a range of important benefits for firms that have not been quantified. These relate to proportionality, flexibility, speed and predictability of appointments that are expected to arise from the proposals on notifications – as well as greater flexibility in managing interim appointments and efficiency in hiring and retaining senior staff. The PRA’s judgment is that these benefits may be at least as significant for firms as the quantified cost savings identified in the CBA.

6.28 Some other potential cost savings are not captured in the main survey questions. These include, but are not limited to, time the individual applying for pre-approval spends on preparation, management systems and overhead costs. The survey asked a question about any other significant costs that sought, at least partly, to capture these estimates. Some policy changes were not covered in the survey and for these proposals, the PRA has developed estimates using proxy survey responses and internal analysis.

6.29 Some elements of the regime are not affected by the PRA’s proposals. Costs for these are outlined in Table 2 for completeness.

6.30 The requirements relating to Individual Conduct Rule training for non-SMFs have not been included in our estimations. These are currently set out in section 64B of FSMA but are expected to be removed as part of the FSM Bill. They are not currently replicated in PRA rules, and the PRA does not propose to introduce new requirements. As such, the PRA considers that the burden associated with training costs is driven primarily by requirements set out by FSMA and the FCA, which are addressed in the FCA’s CBA.

6.31 The PRA has, however, included costs for training in relation to SMFs. The costs estimated for SMF training do not disaggregate between conduct rule training and SMF training. The PRA has not differentiated between these two costs.

Quantified benefits: Reducing compliance costs

6.32 The Phase 2 proposals are estimated to result in a reduction in quantified compliance costs of between £4.8 million and £24.9 million, with a central estimate of £11.5 million per year. This includes cost savings arising from introducing notification and the removal of the Certification Regime.

6.33 Notification removes the requirement to seek regulatory pre-approval for specified roles, reducing the total number of expected pre-approval applications by approximately 43%. This reduces the time and resource spent engaging with regulators and preparing and submitting documents for relevant senior management roles. This gives rise to estimated annual savings ranging from £156,000 to £521,000, with a central estimate of £313,000. Streamlining reporting requirements in relation to Form Js, MRMs and SoRs further reduces the cost associated with the SMR by between £662,000 and £1.9 million, with a central estimate of £1.3 million. As noted above, broader benefits associated with flexibility, speed and predictability are not captured in these estimates.

6.34 The removal of the Certification Regime removes the regulatory requirement for firms to assess Fitness and Propriety (F&P) upon appointment and annually, issue certificates thereafter and obtain regulatory references. This removes the time and resources firms spend on complying with the CR. The PRA estimates that this would reduce costs by between £3.2 million and £14.0 million, with a central estimate of £6.0 million.

6.35 Table 2 summarises the central estimate for the reduction in cost for each policy.

Analysing other benefits

6.36 The PRA considers that the proposals would have several significant benefits in addition to the quantified reduction in costs set out above. These include increased proportionality, faster appointment timelines and improved competitiveness. These are most likely to accrue from the introduction of notification and proposals to increase flexibility in relation to temporary SMF appointments. The proposed reforms to the SM&CR also bring the UK closer to similar regimes in other countries, and supports international competitiveness by reducing the barriers to entry for firms and individuals.

6.37 Notification reduces barriers for individuals taking on Senior Manager roles and reduces frictions associated with recruiting. This can reduce delays in filling vacancies and provide firms with greater flexibility in succession planning and workforce management. The proposals may reduce uncertainty associated with notified roles, increase flexibility in labour mobility and increase the attractiveness of the UK as a destination for senior international talent, potentially enabling a rise in the quality of applicants.

6.38 Changes to interim SMF rules and expectations provide firms with additional flexibility when managing a temporary or reasonably unforeseen SMF absence and may allow for a more efficient application of resources to the hiring process. The additional flexibility may reduce the need for firms to accelerate recruitment processes or rely on temporary arrangements that are less effective from a governance or operational perspective. It may also provide firms with more time to identify and appoint candidates for senior roles, improving succession planning and reducing disruption associated with senior management transitions.

6.39 Increased flexibility may support governance quality by enabling firms to manage workforce and succession planning arrangements in a way that is better suited to the firms’ needs. By increasing labour mobility and enhancing firms’ ability to recruit talent, it may also lead to an improvement in governance quality.

Analysing the costs

6.40 The PRA considers that the proposals may impose one-off costs. These include familiarisation costs and any potential consequences for firm resilience.

6.41 There may be some familiarisation costs incurred as firms take time to understand, interpret and adjust to the changes, including updating internal policies and training. These costs are expected to be one-off, and the PRA estimates these to be £4.3 million across all firms, or £0.5 million annualised over 10 years.

6.42 The change from pre-approval to notification eliminates regulatory scrutiny before an individual begins a notified role. This may create a risk that F&P issues are identified later than currently and could lead to a decrease in governance quality. This could impact firm resilience, but the risk is mitigated by clear requirements on firms to assess F&P on notified SMFs and for an SMF to be responsible for this. Additionally, when determining which SMFs should be notified, the PRA considered a range of factors, including how many applications for particular functions were rejected or withdrawn. This enabled the PRA to identify roles with a lower likelihood that firms would appoint individuals who would not be suitable.

6.43 Removal of the CR removes the regulatory requirements relating to F&P assessments for individuals subject to it. This could increase the risk of unsuitable appointments to roles that have a bearing on a firm’s safety and soundness.

6.44 The PRA considers these risks to be limited because other requirements are in place, such as the Conduct Rules (which will ensure a continued focus on individual behaviours), the extension of the competent employee rule, and the PRA’s ability to require firms to apply for pre-approval even if an SMF is designated as notified. Firms also have clear private incentives to appoint suitable senior staff.

Costs to the PRA

6.45 The PRA estimates that the Phase 2 proposals would incur a one-off implementation cost to the PRA, primarily reflecting systems updates and operational changes required to implement the changes.

6.46 The proposals are expected to generate cost savings for the PRA through more efficient allocation of supervisory resources. Reducing the amount of SMF applications requiring assessment would decrease the resources that need to be devoted to reviewing an SMF application. This is expected to improve the efficiency and focus of PRA supervision.

Comparing benefits and costs

6.47 The PRA estimates that the Phase 2 proposals reduce annual costs from £24.8 million to £13.3 million across affected PRA firms, representing an annual reduction in burden of approximately £11.5 million, or 47% in the central estimate.

6.48 Under the 25^th percentile, the Phase 2 proposals reduce annual costs from £11.0 million to £6.1 million across affected firms, representing an annual reduction in burden of approximately £4.8 million. Under the 75^th percentile, the Phase 2 proposals reduce annual costs from £50.7 million to £25.9 million, representing an annual reduction in burden of approximately £24.9 million. The present value of cost savings across a 10-year horizon is expected to be between £41.3 million and £201.4 million, with a central estimate of £101.5 million.

6.49 These estimates primarily capture reductions in administrative, compliance and staff time costs. The PRA considers these annual cost savings to represent reductions in administrative burdens on firms, to be offset against the one-off costs estimated above.

6.50 The PRA considers that the quantified estimates are likely to understate the overall benefits of the proposals because several benefits are difficult to quantify as set out in paragraph 6.27.

6.51 The proposals contained within this consultation should also be considered alongside wider changes to the regime. This includes the reforms, set out in PS12/26 and changes to the statutory deadlines for pre-approvals in HMT’s Reforming the Senior Managers & Certification Regime: Consultation Response. Changes being consulted on separately by the FCA will also benefit PRA firms.

6.52 Taken together, the PRA assesses that the overall regulatory burden of the SM&CR, looking at both quantified and unquantified elements would be reduced significantly, meeting the PRA’s commitment to a 50% reduction, and to reduce pre-approvals by 40%.

6.53 The PRA notes that the proposals do represent some increase in prudential risk. The PRA does not seek to eliminate all risks associated with the proposals. Rather, it aims to reduce requirements that impose disproportionate costs relative to the benefits. The PRA considers that the potential risks can be mitigated through different mechanisms and that the expected benefits are likely to outweigh any residual increase in risk and that any risks are therefore proportional to the benefits of the proposal.

6.54 Overall, the PRA considers that the benefits associated with the proposals significantly outweigh the costs. As a result, the overall impact is expected to be positive.

7: Additional information

Consultation

7.1 The PRA Practitioner Panel was consulted about all the proposals in this CP. The Panel showed strong support for the underlying regime, but welcomed the movement to notification and proposals that would reduce the administrative burden of the SM&CR.

Impact on mutuals

7.2 The PRA considers that the impact of the proposed rule changes on mutuals is expected to be different from the impact on other firms.

7.3 The PRA’s proposals do not intend to treat mutuals differently to other authorised firms. However, as part of the SMF notification (see ‘Proposed notified and pre-approved SMFs’), the PRA is proposing to make the Credit Union Senior Manager (SMF8) a notified function to reduce burden and increase proportionality. As SMF8 is the only required SMF for Credit Unions in PRA rules, this would result in Credit Unions being the only firm type where no SMFs will be subject to regulatory pre-approval (unless a firm voluntarily appoints an individual to a pre-approved SMF role). In addition, there are likely to be several mutuals that will benefit from the reduction of administrative burden related to the proposals to remove SoR and MRM requirements for firms with only one Senior Manager.

Equality and diversity

7.4 In developing its proposals, the PRA has had due regard to the equality objectives under section 149 of the Equality Act 2010. The PRA considers that the proposals do not give rise to equality and diversity implications.

Other factors to which the PRA has ‘had regard’

7.5 In developing these proposals, the PRA has had regard to the FSMA regulatory principles and the aspects of the Government’s economic policy as set out in the HMT recommendation letter from November 2024. The PRA has set out its views on the ‘have regards’ it considers significant in paragraphs 6.12–6.16.

7.6 The PRA has had regard to other factors as required. Where analysis has not been provided against a ‘have regard’ in this document, it is because the PRA considers that ‘have regard’ to not be a significant factor for these proposals.

References to EU legislation or assimilated law

7.7 References related to the UK’s membership of the EU in the annexes of this CP have been updated as part of these proposals to reflect the UK’s withdrawal from the EU. Unless otherwise stated, any remaining references to EU legislation refer to the version of that legislation which forms part of assimilated law.^{footnote [22]}

8: Responding to the consultation

Questions

8.1 Table 3 below is a complete list of questions posed by this CP.

Table 3: List of questions posed by this CP

Your personal information

8.2 By responding to the consultation, you share personal data with the Bank of England (including the PRA), which may include your name, contact details, (including, if provided, details of the organisation you work for), and opinions or details offered in the response itself. For more information about how the PRA handles responses to PRA consultations see PRA consultations and discussion papers – your personal data. You have several rights under data protection laws in relation to data held about you. For further information on exercising these rights, including how to contact our Data Protection Officer, view our full privacy notice.

8.3 Important notice: if you will be making hard copies of the consultation paper, you must also provide hard copies of PRA consultations and discussion papers – your personal data and the Bank’s full privacy notice.

8.4 The PRA may share responses to this consultation with the Bank of England, FCA and HM Treasury. They will also review the responses and may also contact you to clarify aspects of your response.

Responses

8.5 The PRA invites responses to the proposals set out in this consultation by 22 January 2027.

8.6 Please indicate in your response if you believe any of the proposals in this consultation paper are likely to impact persons who share protected characteristics under the Equality Act 2010, and if so, please explain which groups and what the impact on such groups might be.

8.7 The PRA will publish a general summary of responses to this consultation and is required to include respondents’ names if consent is given. When responding, please clearly indicate whether you consent to the PRA publishing your name, and/or the name of your organisation, as a respondent to this CP. Please make it clear if you are responding as an individual or on behalf of an organisation. Consent can be withheld or withdrawn at any time. If you wish to withdraw your consent to the PRA publishing your name, please contact the PRA using the contact details set out below. If you do not give consent to the PRA publishing your name, the PRA may still collect, record and store your response in accordance with the information provided above.

8.8 Please address any comments or enquiries to CP14_26@bankofengland.co.uk.