2017年-FCA英国金融行为监管局_ukla_tn_701_3_sponsors_conflicts_of_interest_4页_130kb

Summary of Regulator Assessment: Qualifying Regulatory Provisions

Core Content

This document outlines the FCA's technical note TN701.3, which provides clarificatory guidance on sponsor conflicts of interest under the Premium Listing regime. The assessment was conducted on 24 February 2017, with the commencement date of the relevant rules being 11 May 2015. The guidance applies to the entire UK and is not part of the Cutting Red Tape review.

Main Purpose and Key Concepts

The primary aim of the technical note is to enhance clarity and consistency in how sponsor firms identify and manage conflicts of interest. It introduces two key aspects:

1. Materiality Metric: A clear threshold to determine when a sponsor should seek FCA guidance regarding potential conflicts arising from large loan financing alongside sponsor activities.
2. Perceived Conflicts – Reasonable Market User: A more objective standard for sponsors to assess whether a conflict might be perceived by the market, based on the perspective of a "reasonable market user".

Key Information

Sponsors and Their Role

• Sponsors are key to the Premium Listing regime and are responsible for guiding companies to meet listing obligations.
• Sponsors must identify and manage conflicts of interest in accordance with LR8 (Listing Rules Chapter 8).
• Sponsors are approved by the FCA and include investment banks, accountants, law firms, corporate brokers, and independent advisory businesses.

Two New Concepts in the Guidance

1. Materiality Metric

• Scope: Applies to approximately 14 sponsor firms that are also significant lenders.
• Impact: These firms will need to update their procedures and communicate the changes internally.
• Cost Estimate:
  • Familiarisation Cost: 2 compliance team members spending 8 hours each at £48/hour → £768 per firm.
  • Ongoing Cost: Estimated 4 applications per year at 30 minutes each → £48 per firm annually.
• Benefit: Reduces the time and subjectivity involved in deciding whether to contact the FCA, leading to cost savings.

2. Reasonable Market User Test

• Scope: Applies to all 45 approved sponsor firms.
• Impact: All firms will be expected to apply this test when assessing perceived conflicts.
• Cost Estimate:
  • Familiarisation Cost: 4 compliance team members spending 8 hours each at £48/hour → £1,536 per firm.
  • Ongoing Cost: Estimated 4 annual applications per firm at 30 minutes each → £48 per firm annually.
• Benefit: Provides a more objective framework for identifying conflicts, reducing the need for internal discussions and improving decision-making efficiency.

Business Impact and Costs

Net Present Value (NPV)

• The business net present value is estimated at -0.17, indicating a small negative impact over a 10-year period.

Net Cost to Business (EANDCB)

• The net cost to business is estimated at £0, suggesting that the benefits outweigh the costs.

BIT Score

• The BIT score is 0, indicating that the regulatory change is not expected to have a significant impact on business.

Additional Information

• The cost estimates assume that changes will be implemented by experienced compliance staff at an estimated rate of £48/hour.
• The rate is based on the 2016 Robert Half salary guide, which estimates compliance managers in London earn between £70,000 and £104,000 annually.
• Training is expected to be integrated into existing staff briefing sessions, minimizing additional costs.

For further details on the salary assumptions, refer to the Robert Half Salary Centre.