PART 9B

Ring-fencing

Ring-fencing rules

Ring-fencing rules
142H
1
In the exercise of its power to make general rules, the appropriate regulator must in particular make rules—
a
requiring a ring-fenced body to make arrangements to ensure the effective provision to the ring-fenced body of services and facilities that it requires in relation to the carrying on of a core activity, and
b
making provision for the group ring-fencing purposes applying to ring-fenced bodies and to authorised persons who are members of a ring-fenced body's group.
2
Section 142E(1)(c) does not affect the power of the appropriate regulator to make general rules imposing restrictions on the extent of the shares or voting power that a ring-fenced body may hold in another company, except where a restriction on the extent of the shares or voting power that the ring-fenced body may hold in the company is imposed by order under section 142E(1)(c).
3
General rules that are required by this section or make provision falling within subsection (2) are in this Act referred to as “
ring-fencing rules
”.
4
The “group ring-fencing purposes” are—
a
ensuring as far as reasonably practicable that the carrying on of core activities by a ring-fenced body is not adversely affected by the acts or omissions of other members of its group;
b
ensuring as far as reasonably practicable that in carrying on its business a ring-fenced body—
i
is able to take decisions independently of other members of its group, and
ii
does not depend on resources which are provided by a member of its group and which would cease to be available to the ring-fenced body in the event of the insolvency of the other member;
c
ensuring as far as reasonably practicable that the ring-fenced body would be able to continue to carry on core activities in the event of the insolvency of one or more other members of its group.
5
Ring-fencing rules made for the group ring-fencing purposes must include—
a
provision restricting the power of a ring-fenced body to enter into contracts with other members of its group otherwise than on arm's length terms;
b
provision restricting the payments that a ring-fenced body may make (by way of dividend or otherwise) to other members of its group;
c
provision requiring the disclosure to the appropriate regulator of information relating to transactions between a ring-fenced body and other members of its group;
d
provision requiring a ring-fenced body to ensure that its board of directors (or if there is no such board, the equivalent management body) includes to a specified extent—
i
members who are treated by the rules as being independent of other members of the ring-fenced body's group,
ii
members who are treated by the rules as being independent of the ring-fenced body itself, and
iii
non-executive members;
e
provision requiring a ring-fenced body to act in accordance with a remuneration policy meeting specified requirements;
f
provision requiring a ring-fenced body to act in accordance with a human resources policy meeting specified requirements;
g
provision requiring arrangements made by the ring-fenced body for the identification, monitoring and management of risk to meet specified requirements;
h
such other provision as the appropriate regulator considers necessary or expedient for any of the purposes in subsection (4).
6
The reference in subsection (5)(e) to a remuneration policy is a reference to a policy about the remuneration of officers, employees and other persons who (in each case) are of a specified description.
7
The reference in subsection (5)(f) to a human resources policy is a reference to a policy about the appointment and management of officers, employees and other persons who (in each case) are of a specified description.
8
In this section—
- “
the appropriate regulator
” means—
  1. in relation to a PRA-authorised person, the PRA;
  2. in relation to any other authorised person, the FCA;
- “
shares
” has the meaning given in section 422;
- “
specified
” means specified in the rules;
- “
voting power
” has the meaning given in section 422.
Pt. 9B inserted (1.3.2014 for the insertion of ss. 142A-142F, 142I, 142W-142Z1 for specified purposes, 21.4.2016 for the insertion of s. 142H, 1.1.2019 in so far as not already in force) by Financial Services (Banking Reform) Act 2013 (c. 33), ss. 4(1), 148(5); S.I. 2014/377, art. 2(1)(b), Sch. Pt. 2; S.I. 2016/512, art. 2(a); S.I. 2018/1306, art. 2(d)
Pt. 9B power to apply (with modifications) conferred (1.1.2019) by Financial Services (Banking Reform) Act 2013 (c. 33), ss. 7(2)(b), 148(5); S.I. 2018/1306, art. 2(f)