2017年-FCA英国金融行为监管局_ukla_tn_701_2_sponsors_conflicts_of_interest_4页_124kb

Summary of Regulator Assessment: Qualifying Regulatory Provisions

Title and Overview

• Title of proposal: UKLA Technical Note: TN/701.2 Sponsors: Conflicts of interest
• Lead regulator: Financial Conduct Authority (FCA)
• Date of assessment: March 2017
• Commencement date: November 2015
• Origin: Domestic
• Implementation of Cutting Red Tape review: No
• Areas affected: Whole of UK

Core Content

The FCA issued technical note TN701.2 to update and clarify the sponsor regime under the Premium Listing regime. The note focuses on the identification and management of conflicts of interest by sponsors, particularly in situations where sponsor services are at a very early stage or must be performed urgently.

Key Aspects of the Sponsor Regime

• Sponsors are appointed by companies seeking or holding a Premium Listing, especially in cases such as IPOs or significant asset acquisitions/disposals.
• Sponsors are responsible for guiding companies to meet listing, disclosure, and transparency obligations.
• All sponsors are formally approved by the FCA.
• Chapter 8 of the Listing Rules (LR8) outlines the sponsor conflicts of interest rules and guidance.

New Guidance Introduced

1. Clarification of Conflict Checks:

   • Sponsors must identify and manage conflicts even in early stages or urgent circumstances.
   • "Reasonable steps" are defined, allowing for less extensive checks in such situations, with full checks expected to be conducted as soon as possible.

2. Training and Awareness:

   • Sponsors are expected to ensure relevant employees are aware of when they are providing sponsor services.
   • Employees must understand the arrangements for urgent or out-of-hours services and be trained to identify, escalate, and manage conflicts.

Affected Businesses

• The guidance applies to all sponsor firms.
• At the time of finalisation, there were 46 approved sponsor firms.
• Premium listed companies are not required to retain a sponsor at all times; sponsors are appointed for specific transactions.

Cost and Benefit Analysis

Familiarisation Cost

• Estimated cost: £485/hour × 2 compliance team members × 8 hours × 46 firms = £88, 968
• Reasoning: Each sponsor firm had two experienced compliance team members spend 8 hours to understand and implement the guidance, including procedural changes and staff communication.

Ongoing Cost

• Estimated cost: £485/hour × 1 hour × 4 times per year × 46 firms = £9, 172
• Reasoning: Sponsors are expected to apply the guidance on an average of 4 times per year, with each instance taking about 1 hour. The cost assumes the guidance is applied consistently.

Ongoing Benefit

• Expected benefit: A net reduction in costs due to less extensive conflict checks in early or urgent stages.
• Training benefit: Training is integrated into existing annual sessions, so additional costs are minimal.
• Clarity benefit: Sponsors can now perform more proportionate conflict checks in exceptional circumstances, which is expected to outweigh the costs of previous over-checking.

Additional Information for BIT Score Validation

• The BIT score is 0, indicating no significant impact on the business.
• The cost estimates assume compliance is handled by experienced staff at a rate of £485/hour.
• The guidance does not introduce new obligations but clarifies existing ones, leading to a net benefit for businesses.
• The estimates are based on the Sponsor Supervision team's experience and prudent assumptions.

Conclusion

The FCA's technical note TN701.2 aims to provide clarity and flexibility to sponsors in identifying and managing conflicts of interest during early or urgent stages of sponsor services. It does not impose new costs but rather refines existing practices, leading to a net benefit for the business sector. The guidance is expected to be implemented with minimal additional costs across the 46 approved sponsor firms.