The FSA published CP12/2 in January 2012setting out some of its proposals for changes to the considerable and substantive content of the Listing Rules; Prospectus Rules; and Disclosure Rules and Transparency Rules which it identified as being necessary for change to ensure that the operational effectiveness of the Listing Regime is maintained. The changes sought to ensure that the Rules properly reflect recent changes in contemporary market practices and so would allow the UK Listing Authority (UKLA) to continue to meet its objectives.
This consultation paper raised some wider issues concerning the nature of the premium listing standard and undertook, dependant upon responses, consideration to developing specific options or proposals for discussion in a further paper.
Highlights of Changes to the GIPS® StandardsFirst Rate
This presentation outlines the changes included in the 2010 edition of the Global Investment Performance Standards (GIPS). Learn how the changes to the GIPS standards impact your firm and its claim of compliance.
Highlights of Changes to the GIPS® StandardsFirst Rate
This presentation outlines the changes included in the 2010 edition of the Global Investment Performance Standards (GIPS). Learn how the changes to the GIPS standards impact your firm and its claim of compliance.
The new Canada Not‐for‐Profit Corporations Act ("NFP Act") came into force on October 17, bringing with it a new framework for the governance and incorporation of associations, charities and other federal not‐for‐profit organizations. In this presentation, Margot Patterson offer an overview of the new legislation, as well as recommendations for not-for-profit corporations that will have three years to transition to the NFP Act.
The new Canada Not‐for‐Profit Corporations Act ("NFP Act") came into force on October 17, bringing with it a new framework for the governance and incorporation of associations, charities and other federal not‐for‐profit organizations. In this presentation, Margot Patterson offer an overview of the new legislation, as well as recommendations for not-for-profit corporations that will have three years to transition to the NFP Act.
Jurist jan thomas stenberg - barnpornografijanne88
Jurist jan thomas stenberg-barnpornografi
Efter Ecpats PR-fiasko i barnpornografifrågan försöker Thomas Bodström räta upp skuta igen.
Han kan sina saker, ignorerar den tidigare katastrofen om sexuella övergrepp på seriefigurer och försöker flytta fokus till en helt annan fråga i hopp om att det ska gå bättre. Bodström väljer barnsexturism. I svepande ordalag hänvisar han till ”undersökningar”, vilka preciseras aldrig, inte ens vem som skulle ha genomfört dem.
Budskapet är tydligt: Barn som tvingas till prostitution är det synd om, och de gör det för att överleva. ”Mot en billig peng, som dock för barnen och familjerna kanske avgör om det finns mat för dagen, utnyttjas de för sexuella ändamål.” Om det är sant så känns ju lösningen ganska given.
The UK Regulators (FCA/PRA) are introducing a revised Senior Manager's Regime, taking over from the existing Approved Person's regime in June 2015. This gives you a high level overview and next steps to take to ensure your firm is ready.
Cp1230 FSA consultation paper summary: complaints against the regulatorsCompliance Consultant
This will be of interest to all firms and individuals that will come under the new UK regulators as regulated, registered or authorised.
Background
The FSA are currently required to make arrangements for the “investigation of complaints arising in connection with the exercise of, or failure to exercise, any of its functions (other than its legislative functions)” under the Financial Services and Markets Act 2000 (FSMA).
The latest version of the Financial Services Bill requires the Financial Conduct Authority (FCA), the Prudential Regulation Authority (PRA), and the Bank of England to establish how they will investigate complaints against themselves.
The Bank of England and the Financial Services Authority (FSA) jointly published a 34-page Consultation Paper (CP) 12/30 entitled ‘Complaints against the regulators – (The Bank of England, Financial Conduct Authority and Prudential Regulation Authority)’, on 6 November 2012.
A empresa Rede Pesquisa e Planejamento vai realizar no dia 18 de janeiro, no Teatro Mestrinho do Colégio Marista, às 19h, a premiação do "3º Minha Melhor Empresa". O evento trata-se de uma pesquisa de opinião publica que ouviu 613 consumidores e sua opinião sobre 55 segmentos comerciais, educacionais e mídia. O Blog do Madeira e a Folha de Varginha estão concorrendo. Na oportunidade serão certificados os 3 primeiros colocados de cada categoria. Veja abaixo as empresas melhores classificadas em cada segmento, em ordem alfabética. Nesta lista ainda não significa que são o primeiro, segundo e terceiro lugares.
Revista elege as melhores cápsulas de espresso do BrasilLuiz Valeriano
Que as máquinas de café em cápsulas vêm ganhando cada vez mais espaço nos lares brasileiros, a gente já sabe. Mas entre as disponíveis no mercado, você imagina qual prepara o melhor espresso? A revista Go’Where Gastronomia resolveu essa dúvida para nós.
A publicação convidou quatro especialistas para avaliarem cinco marcas diferentes: Dolce Gusto, Delta, Illy, Nespresso e TRES®. Entre os degustadores, profissionais que entendem tudo de café: Gelma Franco (Il Barista Café), Isabela do Monte (ABIC), Karina Menegazzo e Camila Arcanjo (ambas do Sindicafé-SP).
Cada marca participou de um teste às cegas com duas cápsulas diferentes – uma de consumo tradicional e outra da linha especial. A avaliação foi feita com base no resultado final da bebida e sem ranking classificatório. As degustadoras deveriam apenas indicar qual o melhor café entre os experimentados.
E quem ganhou a disputa? A TRES® venceu na categoria especial (com o blend Mogiana Paulista) e empatou com a Illy na categoria tradicional (com o blend Ameno). Assim, os espressos da 3 Corações saíram campeões com destaque ao bom equilíbrio, corpo, aroma, acidez, sabor e quantidade de pó nas cápsulas.
Se interessou e quer saber mais sobre a multibebidas dona dos melhores espressos do Brasil? Clique aqui para saber mais sobre a TRES®.
In our comment letter, we recommend that the Commission consider making the periodic review required by the Regulatory Flexibility Act more transparent and more robust to encourage broader and meaningful participation by constituents. We believe an effective post-implementation review process should determine whether a rule has accomplished its objective, evaluate the compliance cost for all issuers and the benefits for investors, and provide feedback to inform and improve the rulemaking process.
http://www.ey.com/Publication/vwLUAssetsAL/CommentLetter_00260-171US_FlexibilityAct_19January2017/$FILE/CommentLetter_00260-171US_FlexibilityAct_19January2017.pdf
While we continue to await final standards for financial instruments and leasing as well as clarifications to revenue recognition, the third quarter marked another period of relatively narrow changes from the Financial Accounting Standards Board (FASB). The majority of the sixteen Accounting Standards Updates (ASUs) that have been finalized during 2015 relate to narrow scope projects identified by the FASB. ASUs issued in the third quarter include narrow scope changes to inventory, derivative instruments, business combinations and more widely applicable changes to benefit plan presentations and disclosures.
The deferral of the effective date for the implementation of Accounting Standards Codification (ASC) Topic 606 was also finalized. Activity at the Public Company Accounting Oversight Board (PCAOB) consisted of approval of the reorganization of PCAOB Auditing Standards and certain requests for comment and discussion papers.
The following provides a brief overview of these accounting developments during the third quarter. A more detailed discussion of these standards and other proposals is available from our archived webinar series.
An article Sia Partners NY produced on the regulatory impact of Volcker 2.0 to Banks. Thanks to my colleagues Chris Pearson and Stephen Perez for authoring this piece.
Our latest newsletter summarizes SEC developments in the last quarter, including certain items we have not previously reported in Week in Review. Highlights include remarks from SEC Chief Accountant Wesley Bricker on the adoption of significant new accounting standards and recent trends in SEC staff comments on non-GAAP measures.
Social Media, or website, one of the biggest questions people always ask is, to get onto Google page 1, or to get a good google ranking, what is the ideal length of things online. As things vary from URLs to blog posts, podacasts to videos the only answer is quite simply everything online should be long enough to convey the message and no longer. Social media posts are awash with way too much information and websites go overboard with cramming too much in, making for poor SEO and bad experiences, therefore not converting. Too much and it looks cheap. Too little and it doesn't raise interest. More details are at http://letstalksocialmedia.co
Most Employees Consider Their Private And Work Lives To Be Totally Separate, But Social Media and Social Networking Has Silently And Effectively Bridged That Gap And Blurred That Distinction.
No matter how “separate” a person’s social accounts may seem to be, there will ultimately be someone, somewhere that will link-up that person to your organisation or firm.
Social Media Policy Template http://wp.me/p4RKCt-5P
Risk Mitigation, when applied properly and effectively, will keep the likelihood of a S166 Skilled Person's Report ever being issued against your firm. Yet so often we see reports in "Final Notices" from the FCA that people risk and compliance managers didn't "understand" or "appreciate" the levels of risk they were courting, or they failed to properly notify the board of the issues and tried to stick their heads in the sand. A S166 is a costly business, and not only in the money charged by the Skilled Person, but also in management time, resources, staff liaison and assistance, printing, extra committee meetings, the list goes on.
Then there comes the Risk Mitigation Programme (RMP) that the regulator creates for the firm, a bespoke program to get things right. This, if not managed properly (and they often are not) can result in changes forced into the business but not understood by anyone; no culture change, and things reverting to normal within months after the completion.
To manage a S166 or RMP requires a project manager that fully understands not only the process, but also the inferences and interpretation of the regulators statements - to act on the spirit as well as the letter, and advise you accordingly.
Alex is a Compliance Director who has a number of issues. He finds an affordable, professional and discrete answer to his regulatory problems with a niche consultant, Compliance Consultant (tel 020 7097 1434)
Conduct Risk. Assessing risk and identifying cultural drivers for clear defin...Compliance Consultant
Conduct Risk is sweeping the financial services world and catching many risk manager out as there is still a lack of understanding.
Our Compliance Manual is available at http://bit.ly/ComplianceManualTemplate
Risk management need to determine the corporate risk philosophy and appetite. To assess or understand the risk philosophy, try to comprehend the organisation's culture, values and environment. The way business operations are conducted on a daily basis and the organisation’s strategy are typically good indicators where you can find the company risk philosophy. Assess whether business has an aggressive, innovative, typical or conservative attitude towards risks for achieving business goals.
Risk appetite is simply the amount of risk which the organisation is willing to take to undertake business activities and achieve the business objectives, where Conduct Risk is concerned this has to include good customer outcomes. A simple question to ask the board of members could be “What amount of reported mismanagement or public uproar would make you uncomfortable if it appeared in the business newspapers?”
Consolidate the various risk exposures from the risk department's identified risks and present them to the board. Finally, assess whether the company’s internal perception and rhetoric on risk philosophy and appetite are consistent with the board and other stakeholder's viewpoints. Realign the two where required to prepare the annual strategy.
Build Your Framework.
Setting Conduct Risk Appetite. Assessing risk and identifying cultural driver...Compliance Consultant
Conduct Risk is sweeping the financial services world and catching many risk manager out as there is still a lack of understanding.
Risk management need to determine the corporate risk philosophy and appetite. To assess or understand the risk philosophy, try to comprehend the organisation's culture, values and environment. The way business operations are conducted on a daily basis and the organisation’s strategy are typically good indicators where you can find the company risk philosophy. Assess whether business has an aggressive, innovative, typical or conservative attitude towards risks for achieving business goals.
Risk appetite is simply the amount of risk which the organisation is willing to take to undertake business activities and achieve the business objectives, where Conduct Risk is concerned this has to include good customer outcomes. A simple question to ask the board of members could be “What amount of reported mismanagement or public uproar would make you uncomfortable if it appeared in the business newspapers?”
Consolidate the various risk exposures from the risk department's identified risks and present them to the board. Finally, assess whether the company’s internal perception and rhetoric on risk philosophy and appetite are consistent with the board and other stakeholder's viewpoints. Realign the two where required to prepare the annual strategy.
Reducing regulatory capital by instigating risk management system and operati...Compliance Consultant
After assessing the risk management operation of a FTSE 100 company we soon identified that Operational Risk Management needed augmenting on their global risk framework. After 10 months work the savings were reflected in the reduction of regulatory capital requirements of over 18% (almost £100M).
Operational risk and risk management across multi-jurisdictions for internati...Compliance Consultant
A multi-jurisdictional banking group needed their Operational Risk Framework (designed by their parent company) to be rolled out and training given n risk reporting.
Increasing your chances of success by engaging with a niche consultancyCompliance Consultant
Fortunately, there are more positive alternatives to using a smaller consultancy compared to the Accentures, McKinseys or the big accountancy firms like Deloitte, E&Y etc. We not only consider that size doesn’t matter, but large size can actually be a disadvantage in meeting your needs.
The Financial Services Authority (FSA) issue Final Notices whenever they have disciplined or censured a firm or individual for whatever reason.
In November 2012 the FSA imposed a £10.5 million fine on Card Protection Plan Limited (CPP) for the mis-selling of insurance products.
Whilst the details are interesting and obviously relevant to the company’s either ignorance or arrogance, the end result was due to a failure of the FSA Principles, a list of 11 time forged values that firms, even today still breach fairly consistently, and always at their cost.
The Financial Services Authority (FSA) issue Final Notices whenever they have disciplined or censured a firm or individual for whatever reason.
The Principles are;
Integrity: A firm must conduct its business with integrity.
Skill, care and diligence: A firm must conduct its business with due skill, care and diligence.
Management and control: A firm must take reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management systems.
Financial prudence: A firm must maintain adequate financial resources.
Market conduct: A firm must observe proper standards of market conduct.
Customers' interest: A firm must pay due regard to the interests of its customers and treat them fairly.
Communications with clients: A firm must pay due regard to the information needs of its clients, and communicate information to them in a way which is clear, fair and not misleading.
Conflicts of interest: A firm must manage conflicts of interest fairly, both between itself and its customers and between a customer and another client.
Customers: relationships of trust: A firm must take reasonable care to ensure the suitability of its advice and discretionary decisions for any customer who is entitled to rely upon its judgment.
Clients' assets: A firm must arrange adequate protection for clients' assets when it is responsible for them.
Relations with regulators: A firm must deal with its regulators in an open and cooperative way, and must disclose to the FSA appropriately anything relating to the firm of which the FSA would reasonably expect notice.
The cost of complying with the regulations may seem expensive
and some even see it as a lost cost,
however, if you fail to run your business compliantly due to ignorance, arrogance or some other reason be it personal, cultural or even political;
make sure you have plenty of spare cash in your savings account.
UCIS is an acronym for Unregulated Collective Investment Schemes and the term unregulated can lead to confusion with inexperienced investment advisers as well as clients.
Many perfectly normal and commonly understood Collective Investment Schemes (CIS) are sold to investors throughout the UK. These CIS are regulated and are authorised by the Financial Services Authority (FSA) or they may also be non-UK CIS that are recognised by the FSA. The official term of recognition enables overseas CIS to be marketed to the public in the UK and the FSA will only recognise an overseas scheme if certain specified criteria are met.
CIS are a type of pooled investment. This is an arrangement that enables a number of investors to 'pool' their assets and have these managed by an independent professional, such as a fund manager who will reduce risk by investing the pooled money in one or more types of asset. Most investment ‘funds’ are collective investment schemes.
Investments are often in gilts, bonds and quoted equities, but depending on the type of scheme can go further, such as into unquoted shares or property.
UK Financial Services are regularly visited by the FSA. The visit will include random interviews with fairly deep questions asked that, when taken as a whole, if they don't add up, will require further regulatory scrutiny.
We help companies prepare for these visits and explain what the FSA are looking for, how best to respond and how to keep up your end in a very intimidating process.
CEI Compliance is the UK's fastest growing regulatory consultancy and provides associate opportunities to consultants and cost effective value to financial services and other regulated companies.
CEI Compliance is the UK's fastest growing risk & regulatory consultancy and provides associate opportunities to consultants and cost effective value to financial services and other regulated companies.
For Professional Services Firms the rules of strategy setting are different. Without knowing the differences instantly sets your firm into a dilemma and causes untold damage to turnover and growth as well as individual partner/director career development.
UK Financial Services advertising rules for regulated firms can be a challenge. In this paper we discuss the use of social media and the traps to be aware of, making sure the rules are covered.
The FSA TCF initiative has been with the UK financial services world for many years and there are still areas that firms are missing about the whole idea. This guide helps identify the myths and provide sound steps and ideas for any firm to adopt and use in their strategy.
3.0 Project 2_ Developing My Brand Identity Kit.pptxtanyjahb
A personal brand exploration presentation summarizes an individual's unique qualities and goals, covering strengths, values, passions, and target audience. It helps individuals understand what makes them stand out, their desired image, and how they aim to achieve it.
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
𝐓𝐉 𝐂𝐨𝐦𝐬 provides unlimited package services including such as Event organizing, Event planning, Event production, Manpower, PR marketing, Design 2D/3D, VIP protocols, Interpreter agency, etc.
Sports events - Golf competitions/billiards competitions/company sports events: dynamic and challenging
⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
➢ 2024 BAEKHYUN [Lonsdaleite] IN HO CHI MINH
➢ SUPER JUNIOR-L.S.S. THE SHOW : Th3ee Guys in HO CHI MINH
➢FreenBecky 1st Fan Meeting in Vietnam
➢CHILDREN ART EXHIBITION 2024: BEYOND BARRIERS
➢ WOW K-Music Festival 2023
➢ Winner [CROSS] Tour in HCM
➢ Super Show 9 in HCM with Super Junior
➢ HCMC - Gyeongsangbuk-do Culture and Tourism Festival
➢ Korean Vietnam Partnership - Fair with LG
➢ Korean President visits Samsung Electronics R&D Center
➢ Vietnam Food Expo with Lotte Wellfood
"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
Implicitly or explicitly all competing businesses employ a strategy to select a mix
of marketing resources. Formulating such competitive strategies fundamentally
involves recognizing relationships between elements of the marketing mix (e.g.,
price and product quality), as well as assessing competitive and market conditions
(i.e., industry structure in the language of economics).
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
What is Enterprise Excellence?
Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
What might I learn?
A way to engage all in creating Inclusive Excellence. Lessons from the US military and their parallels to the story of Harry Potter. How belt systems and CI teams can destroy inclusive practices. How leadership language invites people to the party. There are three things leaders can do to engage everyone every day: maximizing psychological safety to create environments where folks learn, contribute, and challenge the status quo.
Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...BBPMedia1
Grote partijen zijn al een tijdje onderweg met retail media. Ondertussen worden in dit domein ook de kansen zichtbaar voor andere spelers in de markt. Maar met die kansen ontstaan ook vragen: Zelf retail media worden of erop adverteren? In welke fase van de funnel past het en hoe integreer je het in een mediaplan? Wat is nu precies het verschil met marketplaces en Programmatic ads? In dit half uur beslechten we de dilemma's en krijg je antwoorden op wanneer het voor jou tijd is om de volgende stap te zetten.
What is the TDS Return Filing Due Date for FY 2024-25.pdfseoforlegalpillers
It is crucial for the taxpayers to understand about the TDS Return Filing Due Date, so that they can fulfill your TDS obligations efficiently. Taxpayers can avoid penalties by sticking to the deadlines and by accurate filing of TDS. Timely filing of TDS will make sure about the availability of tax credits. You can also seek the professional guidance of experts like Legal Pillers for timely filing of the TDS Return.
The Influence of Marketing Strategy and Market Competition on Business Perfor...
FSA CP12/25 effectiveness of the UK Listing Regime
1. The FSA CP12/25
Enhancing the effectiveness of the Listing
Regime and feedback on CP 12/2
A CEI Compliance Information Presentation
2. Is it Relevant?
This presentation may be of interest to UK and overseas issuers with
UK-listed securities or considering a UK listing of their securities;
firms advising on the issuance of UK-listed securities; and firms or
persons investing in or dealing in UK-listed securities.
Call 0800 689 9 689
3. What is the Background?
The FSA published CP12/2 in January 2012setting out some of its
proposals for changes to the considerable and substantive content of
the Listing Rules; Prospectus Rules; and Disclosure Rules and
Transparency Rules which it identified as being necessary for change
to ensure that the operational effectiveness of the Listing Regime is
maintained. The changes sought to ensure that the Rules properly
reflect recent changes in contemporary market practices and so
would allow the UK Listing Authority (UKLA) to continue to meet its
objectives.
This consultation paper raised some wider issues concerning the
nature of the premium listing standard and undertook, dependant
upon responses, consideration to developing specific options or
proposals for discussion in a further paper.
Call 0800 689 9 689
4. What is the Background?
CP 12/25 entitled ‘Enhancing the effectiveness of the
Listing Regime and feedback on CP 12/2’ covers the
feedback relating to the earlier document and includes
final rules.
The latter part of the paper contains a consultation on
proposed amendments to the Listing Rules to enhance
the effectiveness of the Listing Regime, and provides
draft rules.
In the second part of the paper the regulator is also
consulting on proposed amendments to the Listing Rules
relating to the implementation of the Alternative
Investment Fund Managers Directive (AIFMD), again with
draft rules.
Call 0800 689 9 689
5. What is the Background?
The FSA published CP12/2 in January 2012setting out some of its
proposals for changes to the considerable and substantive content of
the Listing Rules; Prospectus Rules; and Disclosure Rules and
Transparency Rules which it identified as being necessary for change
to ensure that the operational effectiveness of the Listing Regime is
maintained. The changes sought to ensure that the Rules properly
reflect recent changes in contemporary market practices and so
would allow the UK Listing Authority (UKLA) to continue to meet its
objectives.
Call 0800 689 9 689
6. So What Does It Say?
45 respondents to the first CP represented a good cross-section of its
stakeholders generally, and overall appeared very supportive of the
proposals. Although there were some relatively minor amendments,
the FSA is, to a large extent, proceeding as proposed.
On 1 October 2012 the rules detailed within CP 12/2 from January
2012 became effective, with the exception of the new rules for
Sponsors, which will take effect on 31 December 2012.
Be aware that because some of the new rules relating to “Reverse
Takeovers and Financial Information” make new rules imposing
obligations to appoint sponsors, the FSA has made transitional rules
to suspend the operation of these rules (or the parts affected) until
31 December 2012.
The specific rules affected in this way are:
LR 5.6.6R; LR 5.6.13R; LR 5.6.17R; LR 5.6.26R; and LR 13.5.27BR.
Call 0800 689 9 689
7. New Rule?
The regulator is also making a new rule LR 9.2.20R
relating to “Externally Managed Companies” transitional
in order to mitigate costs of restructuring, for the
premium listed issuers who currently use an external
management structure.
This new rule will not come into force until 1 January
2014, which is designed to provide issuers affected by
this rule the opportunity to give notice on their existing
external management contracts and put new
arrangements in place.
Call 0800 689 9 689
8. Enhancing the effectiveness
The FSA explained in CP 12/2 that its overall and continuing purpose
in regularly reviewing the Listing Rules was to ensure that they
reflect properly changes in market practice and so allow the UKLA to
meet its objectives of:
• providing an appropriate degree of protection for investors
in listed securities;
• facilitating access to listed markets for a broad range of
enterprises; and
• seeking to maintain the integrity and competitiveness of UK
markets for listed securities.
In alignment with that statement, they now set out proposals for
consultation on a range of technical issues; it also presents the
feedback and sets out its final policy positions in the Feedback
section of CP 12/25.
Call 0800 689 9 689
9. Enhancing the effectiveness
Regarding the proposals relating to externally managed structures,
the regulator has taken the broader view that their management
arrangements and provisions for accountability to shareholders were
not consistent with the high standards that the FSA attaches to the
premium listing benchmark.
CP12/2 initiated a high-level discussion of the wider issues
surrounding the quality of the premium listing regime, the free float,
minority shareholder protection (especially in situations where there
is a controlling shareholder) and governance.
The regulator states that its analysis of the various issues raised
during consultation suggests that the underlying concerns of market
participants do not represent systemic failure of the Listing Regime.
Call 0800 689 9 689
10. Enhancing the effectiveness
Despite this, the FSA recognised that the concerns may
represent the beginning of a longer-term pattern of
issues that could continue to grow in severity if no action
were taken and risk undermining the integrity of the
Listing Regime. They therefore concluded that the
concerns mostly relate to misaligned behaviour in some
areas, so they conclude that there is no single remedy. Its
proposals should therefore be seen both as individual
measures which are designed to correct specific points of
misaligned behaviour but which it also intends to be
taken together as a restatement of what the regulator
sees as the high standards of governance required of
Premium listed issuers.
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11. The Proposals
The proposals represent a significant enhancing of the Listing
Rules in the area of governance but at the same time
recognise the potential for the standard listing segment to
accommodate issuers that are not yet able to comply with the
strict requirements applicable within the premium segment:
Optimising the entry criteria to the Premium segment so as
to maintain the strength of the Premium Listing brand:
○ implementing the concept of a controlling
shareholder and requiring that an agreement is put in place to
regulate the relationship between such a shareholder and the
listed company;
○ insisting on a majority of independent directors on
the board where a controlling shareholder exists; and
○ prohibiting certain voting arrangements which lower
investor protection within the premium segment.
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12. The Proposals
Ensuring that the eligibility requirements continue to apply
as meaningful ongoing obligations:
○ requiring a premium listed issuer to notify the FSA
when it is not in compliance with its ongoing obligations;
○ introducing a new dual voting requirement for the
election of independent directors;
○ providing guidance on what constitutes an
independent business that is eligible for premium listing;
○ clarifying the requirement for an applicant to control
the majority of its business and providing guidance regarding
areas where such control may not exist;
○ mandating the content of a relationship agreement
and requiring that it is adhered to on an ongoing basis; and
○ empowering independent shareholders to approve
material changes to the relationship agreement.
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13. The Proposals
Clarifying the operation of the free-float provisions:
○ explicitly excluding shares subject to a lock up
for a prolonged period, since they do not provide any
liquidity;
○ detailing the circumstances where the regulator
might consider modifying the 25% free-float
requirement, indicating that any modification beneath
20% would be unlikely; and
○ removing the requirement for a minimum
absolute percentage free float within the standard
segment, provided that sufficient liquidity is present.
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14. The Proposals
Providing shareholders with better quality information:
○ requiring fuller and more comparable disclosures for
smaller related party transactions in the annual report;
○ mandating disclosure in an annual report made as a
result of the issuer’s premium listing to be clearly identifiable
as such;
○ introducing statements regarding the operation of
the relationship agreement on an annual basis; and
○ clearly expressing the applicable standard when
assessing compliance with the UK Governance Code with
respect to directors’ knowledge of their responsibilities and
obligations, including fiduciary duties (or local equivalent).
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15. The Proposals
In addition to the above, the regulator has taken the
opportunity to review the Listing Principles as well as the
scope of their application. Currently, the Listing Principles only
apply to companies that have a premium listing of equity
shares with the result that certain expectations that the FSA
would expect to apply across all listed companies have been
perceived as pertaining only to premium listed issuers.
The FSA is proposing that two of the existing six Listing
Principles should be applicable to all listed companies. It has
also proposed some amendments that it believes are
appropriate and added some new principles to the Premium
Listing Principles to ensure that they better reflect the high
standards applicable within the premium segment.
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16. Implementation of the Alternative
Investment Fund Managers Directive
Some respondents did acknowledge the potential for conflict,
but overall the regulator’s original policy proposal was not
supported. The respondent’s general view was that it would be
better to be less prescriptive and it is considered in those
responses that there is good evidence for market-based
solutions.
The FSA’s revised proposal introduces a rule requiring boards
of listed issuers to effectively monitor and manage the
performance of their key service providers, which includes
investment managers. The regulator will expect boards to
ensure appropriate contracts are in place upon listing and to
ensure they are in a position to take action if the contractual
obligations are breached or the contractual arrangements are
no longer in the best interest of shareholders.
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17. Implementation of the Alternative
Investment Fund Managers Directive
The regulator states that this rule clearly articulates its
current (and continuing) expectations of the boards of
listed investment entities, but allows each issuer to find
an individual solution for dealing with any conflicts
arising.
The FSA is seeking feedback on all aspects of its paper.
Comments in relation to the consultative sections of the
paper must be submitted by 2 January 2013.
The FSA intends to publish its feedback in the spring of
2013.
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18. What Is This Presentation
This is a regulatory summary service
provided by CEI Compliance Limited, The
UK’s Fastest Growing Alternative
Regulatory Consultancy
We can only advise on the salient points in
this summary and if you want further
details then we would suggest you access
the full document from the FSA Website at
http://www.fsa.gov.uk
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19. So Who Are CEI
Compliance? The Fastest Growing
Alternative UK
Regulatory
CEI Compliance have been providing Consultancy
risk and compliance services to all
sizes of regulated firms from start-up
banks and FTSE100 companies to IFAs
and small Wealth Managers. Provide a Discrete
Service for Remedial
and Proactive Risk &
Compliance
The key to our success is that those
who need to know refer us to others.
We are a well kept secret who places
confidentiality and honesty as two of
Have an Ultimate
their highest values. Goal of Improving
Our Client’s Position
Big enough to be
credible,
Small enough to
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20. Areas of Working
Because of our reputation of Areas of Work
discretion and confidentiality we Remedial with NDA
operate under Non-Disclosure
Agreements for roughly 2/3rds of
our work Governance with no
NDA
External to this the breakdown of
our work is roughly split with 50% 62%
Risk & Compliance and 50%
Governance. 21%
8% 9%
CEI Also trade under Compliance
Consultant
(www.complianceconsultant.org) and
S166 Reports (www.S166reports.co.uk) Source: CEI Stats June 2012
as separate businesses.
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21. Isn’t Bigger, Better?
Generally, No.
It’s usually just more expensive
Fortunately, there are more positive alternatives to
using a niche consultancy compared to the
Accentures, McKinseys or the big accountancy firms like
Deloitte, E&Y etc.
We not only consider that size doesn’t matter, but large
size can actually be a disadvantage in meeting your
needs.
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22. Dealing with a niche
consultancy
You are always dealing with the principal when you are
dealing with my firm. This means that I, the MD, are the
relationship manager and there is no junior partner to whom
responsibility will be transferred. There is no decreased
accountability, no "hand-off" to a less-informed colleague. If
your interests are at stake continually, shouldn’t you
reasonably expect my continual involvement?
We can usually provide resources on a "just in time"
basis. That is, our projects do not have to cover excessive
overhead, such as multiple offices, large administrative
backup, recruiting, partner perks, etc. We are organised to
efficiently provide everything that you, as the buyer needs, but
nothing more than that which means that you are paying for
value and results and only minimum overhead.
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23. Dealing with a niche
consultancy
There is more likelihood of your privacy and
confidentiality being observed with fewer people
working on the project. We (and/or the few people we
might also involve) are constant which means that there
isn’t the need to sift through dozens of differing
perceptions.
We’re faster. We can respond to requests quickly, and
return all calls within four hours which means to you
that there is no need to worry about a bureaucracy,
delays and unknown people on the other end of the
phone.
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24. Dealing with a niche
consultancy
Since we handle fewer concurrent projects than larger
firms, our attention is focused on the job at hand. This means
that you don’t have to "compete" with another dozen or so of
our clients, which may be larger, paying more or are more
time-demanding. We structure our work so that every
client receives maximum attention.
Your investment is controlled. There is no "meter
running". We work for a fixed, value-based, project fee.
Large firms can’t afford to do that as readily because of all the
people involved and their own insistence on measuring their
success by billable hours. We measure our success by client
objectives reached, not in “time units”.
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25. Dealing with a niche
consultancy
The expertise that larger firms use is often white-labelling
for them by a pool of consultants available in the
marketplace at any one time. We select our consultants
from practising subject matter experts which
means that you obtain the same or better expertise for
less money, because;
Inevitably, we are less expensive. There are
economies to using someone who can base their fees on
each situation and not on a pre-determined service scale
or need for reaching a practice quota. This means quite
simply better value to you.
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26. And, additionally
The benefits of dealing with the “Compliance
Doctor” and CEI Compliance is;
A firm with experienced and qualified
consultants;
A firm that can apply changes and needs in a
common sense way that is practical and
effective;
A firm that is considered and respected as
independent and reliable by the FSA;
A firm that provides you with unfettered access
to the principle immediately and on demand;
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27. What Makes Us Different?
Phase 1 We will conduct an initial appraisal at our cost
– only charging for expenses
Phase 2 We will make a proposal based on our
appraisal with your outcomes and needs
Phase 3 We will discuss the precise scope with you
and provide you with a project price
We will complete the work to your original
Phase 4 scope and satisfaction
Each proposal deserves
to be as unique as a
fingerprint
28. Who Are Our Clients?
text.
We have a wealth of Financial Services Experience, and
due to the remedial and sensitive nature of our work
forming over 60% of our business and that is conducted
under a Non Disclosure Regime, we cannot demonstrate
every client.
29. Who Are Our Clients?
We also have a large
amount of experience in a
number of other fields and
industries within the major
utilities and even Local
Authorities.
30. Questions? More Information?
CEI Compliance Limited
www.cei-compliance-limited.co.uk
Call
0800 689 9 689
Email
info@ceicompliance.co.uk