• Recognised Bodies: other considerations

    • 2.2.13

      In determining whether a Recognised Body has satisfied its recognition requirements set out in MIR Chapter 2 and GEN Chapter 3, we will consider:

      (a) its arrangements, policies and resources for fulfilling its obligations under the recognition requirements as set out in MIR 4.2.1;
      (b) its arrangements for managing conflicts and potential conflicts between its commercial interest and applicable regulatory requirements;
      (c) the extent to which its constitution and organisation provide for effective governance;
      (d) the arrangements made to ensure that the Governing Body has effective oversight of its regulatory functions;
      (e) the fitness and propriety of its Approved Persons and the access the approved persons have to the Governing Body;
      (f) the size and composition of the Governing Body including:
      (i) the number of independent members on the Governing Body;
      (ii) the number of members of the Governing Body who represent members of the Recognised Body or other persons and the types of persons whom they represent; and
      (iii) the number and responsibilities of any members of the governing body with executive roles within the Recognised Body;
      (g) the structure and organisation of its Governing Body, including any distribution of responsibilities among its members and committees;
      (h) the integrity, relevant knowledge, skills and expertise of the members of the governing body to provide effective leadership, direction and oversight of the Recognised Body's business. For this purpose, such individuals should be able to demonstrate that they have, and would continue to maintain, including through training, necessary skills, knowledge and understanding of the Recognised Body's business to be able to fulfil their roles;
      (i) the commitment necessary by the members of the governing body to fulfil their roles effectively, demonstrated, for example, by a sufficient allocation of time to the affairs of the Recognised Body and reasonable limits on the number of memberships held by them in other boards of directors or similar positions. In particular, the Regulator will consider whether the membership in other boards of directors or similar positions held by individual members of the governing body has the potential to conflict with the interests of the Recognised Body and its stakeholders;
      (j) the integrity, qualifications and competence of its approved persons;
      (k) its arrangements for ensuring that it employs individuals who are honest and demonstrate integrity;
      (l) the independence of its regulatory departments from its commercial departments; and
      (m) whether the remuneration structure and strategy adopted by the Recognised Body is consistent with the requirements in GEN 3.3.42(1).

    • 2.2.14

      We will consider a Director to be "independent" if the Director is found, on the reasonable determination of the Governing Body, to:

      (a) be independent in character and judgement; and
      (b) have no relationships or circumstances which are likely to affect or could appear to affect the director's judgement in a manner other than in the best interests of the Recognised Body.

    • 2.2.15

      In forming a determination the Governing Body should consider the length of time the director has served as a member of the Governing Body and whether the relevant director:

      (a) has been an employee of the Recognised Body or group within the last five years;
      (b) has or has had, within the last three years, a material business relationship with the Recognised Body, either directly or as a partner, shareholder, director or senior employee of a body that has such a relationship with the Recognised Body;
      (c) receives or has received, in the last three years, additional remuneration or payments from the Recognised Body apart from a director's fee, participates in the Recognised Body's share option, or a performance- related pay scheme, or is a member of the Recognised Body's pension scheme;
      (d) is or has been a director, partner or employee of a firm which is the Recognised Body's auditor;
      (e) has close family ties with any of the Recognised Body's advisors, directors or senior employees;
      (f) holds cross directorships or has significant links with other directors through involvement in other bodies; or
      (g) represents a significant shareholder.