PRIN 1
Introduction
PRIN 1.1
Application and purpose
- 01/12/2004
Application
PRIN 1.1.1
See Notes
The Principles (see PRIN 2) apply in whole or in part to every firm. The application of the Principles is modified for incoming EEA firms, incoming Treaty firms and UCITS qualifiers. PRIN 3 (Rules about application) specifies to whom, to what and where the Principles apply.
Purpose
PRIN 1.1.2
See Notes
The Principles are a general statement of the fundamental obligations of firms under the regulatory system. They derive their authority from the FSA's rule-making powers as set out in the Act and reflect the regulatory objectives.
Accepting deposits and issuing electronic money
PRIN 1.1.3
See Notes
The Principles apply with respect to regulated activities generally, but, in applying the Principles with respect to accepting deposits and issuing electronic money the FSA will proceed only in a prudential context. That is to say, in this context, the FSA would not expect to exercise the powers brought into play by a contravention of a Principle unless the contravention amounted to a serious or persistent violation which had implications for confidence in the financial system, or for the fitness and propriety of the firm or for the adequacy of the firm's financial resources.
Link to fit and proper standard in the threshold conditions
PRIN 1.1.4
See Notes
In substance, the Principles express the main dimensions of the "fit and proper" standard set for firms in threshold condition 5 (Suitability), although they do not derive their authority from that standard or exhaust its implications. Being ready, willing and organised to abide by the Principles is therefore a critical factor in applications for Part IV permission, and breaching the Principles may call into question whether a firm with Part IV permission is still fit and proper.
Taking group activities into account
PRIN 1.1.5
See Notes
Principles 3 (Management and control), 4 (Financial prudence) and (in so far as it relates to disclosing to the FSA) 11 (Relations with regulators) take into account the activities of members of a firm's group. This does not mean that, for example, inadequacy of a group member's risk management systems or resources will automatically lead to a firm contravening Principle 3 or 4. Rather, the potential impact of a group member's activities (and, for example, risk management systems operating on a group basis) will be relevant in determining the adequacy of the firm's risk management systems or resources respectively.
Standards in markets outside the United Kingdom
PRIN 1.1.6
See Notes
As set out in PRIN 3.3 (Where?), Principles 1 (Integrity), 2 (Skill, care and diligence) and 3 (Management and control) apply to world-wide activities in a prudential context. Principle 5 (Market conduct) applies to world-wide activities which might have a negative effect on confidence in the
financial system
operating in the United Kingdom. In considering whether to take regulatory action under these Principles in relation to activities carried on outside the United Kingdom, the
FSA
will take into account the standards expected in the market in which the firm is operating. Principle 11 (Relations with regulators) applies to world-wide activities; in considering whether to take regulatory action under Principle 11 in relation to cooperation with an overseas regulator, the
FSA
will have regard to the extent of, and limits to, the duties owed by the firm to that regulator. (Principle 4 (Financial prudence) also applies to world-wide activities.)
Consequences of breaching the Principles
PRIN 1.1.7
See Notes
Breaching a Principle makes a firm liable to disciplinary sanctions. In determining whether a Principle has been breached it is necessary to look to the standard of conduct required by the Principle in question. Under each of the Principles the onus will be on the
FSA
to show that a firm has been at fault in some way. What constitutes "fault" varies between different Principles. Under Principle 1 (Integrity), for example, the
FSA
would need to demonstrate a lack of integrity in the conduct of a firm's business. Under Principle 2 (Skill, care and diligence) a firm would be in breach if it was shown to have failed to act with due skill, care and diligence in the conduct of its business. Similarly, under Principle 3 (Management and control) a firm would not be in breach simply because it failed to control or prevent unforeseeable risks; but a breach would occur if the firm had failed to take reasonable care to organise and control its affairs responsibly or effectively.
PRIN 1.1.8
See Notes
The Principles are also relevant to the
FSA's
powers of information-gathering, to vary a firm's
Part IV permission, and of investigation and intervention, and provide a basis on which the
FSA
may apply to a court for an injunction or restitution order or require a firm to make restitution. However, the Principles do not give rise to actions for damages by a private person (see PRIN 3.4.4 R).
- 01/12/2001
PRIN 1.1.9
See Notes
Some of the other rules and guidance in the Handbook deal with the bearing of the Principles upon particular circumstances. However, since the Principles are also designed as a general statement of regulatory requirements applicable in new or unforeseen situations, and in situations in which there is no need for guidance, the
FSA's
other rules and guidance should not be viewed as exhausting the implications of the Principles themselves.
PRIN 1.2
Clients and the Principles
- 01/12/2004
Characteristics of the client
PRIN 1.2.1
See Notes
Principles 6 (Customers' interests), 7 (Communications with clients), 8 (Conflicts of interest), 9 (Customers: relationships of trust) and 10 (Clients' assets) impose requirements on firms expressly in relation to their clients or customers. These requirements depend, in part, on the characteristics of the client or customer concerned. This is because what is "due regard" (in Principles 6 and 7), "fairly" (in Principles 6 and 8), "clear, fair and not misleading" (in Principle 7), "reasonable care" (in Principle 9) or "adequate" (in Principle 10) will, of course, depend on those characteristics. For example, the information needs of a general insurance broker will be different from those of a retail general insurance policyholder.
Approach to client classification
PRIN 1.2.2
See Notes
Principles 6, 8 and 9 and parts of Principle 7, as qualified by PRIN 3.4.1 R, apply only in relation to customers (that is, clients which are not market counterparties). The approach that a firm needs to take regarding classification of clients into customers and market counterparties will depend on whether the firm is carrying on designated investment business or other activities, as described in PRIN 1.2.3 G and PRIN 1.2.4 G.
Classification: designated investment business
PRIN 1.2.3
See Notes
- (1) All firms, except those intending only to provide basic advice on a stakeholder product, are required by COB 4.1.4 R (Requirement to classify) to classify a client before conducting designated investment business with or for him, and that classification will be applicable for the purposes of Principles 6, 7, 8 and 9.
- (2) The person to whom a firm provides basic advice on a stakeholder product will be a private customer for all purposes including the purposes of Principles 6, 7, 8 and 9.
Classification: other activities
PRIN 1.2.4
See Notes
In relation to the carrying on of activities other than designated investment business, for example general insurance business or accepting deposits, only COB 4.1.12 R and COB 4.1.13 G (Large intermediate customer classified as a market counterparty) and COB 4.1.14 R (Client classified as a private customer) in COB 4.1 (Client classification) apply (see PRIN 3.4.2 R).
- 01/12/2001
PRIN 1.2.5
See Notes
A firm is therefore not required to classify its clients (because COB 4.1.4 R does not apply) and may choose to comply with Principles 6, 7, 8 and 9 as if all its clients were customers. Alternatively, it may choose to distinguish between market counterparties and customers in complying with those Principles. But, in that case, the firm would need to classify any client treated as a market counterparty. In doing this, the requirements in SYSC will apply, including the requirement to establish appropriate systems and controls SYSC 3.1.1 R) and the requirement to make and retain adequate records SYSC 3.2.20 R). In classifying its market counterparties, it would be open to such a firm, although not obligatory, to permit intermediate customers to opt up to market counterparty status in accordance with COB 4.1.12 R. It would also have to treat a market counterparty as a customer if the firm had chosen to treat the client as a private customer in the circumstances set out in COB 4.1.14 R.
PRIN 1.2.6
See Notes
If the person with or for whom the firm is carrying on an activity is acting through an agent, the ability of the firm to treat the agent as its client under
COB 4.1.5 R
(Agent as client) will not be available. For example, if a general insurer is effecting a general insurance contract through a general insurance broker who is acting as agent for a disclosed policyholder, the policyholder will be a client of the firm and the firm must comply with the Principles accordingly.
PRIN 2
The Principles
PRIN 2.1
The Principles
- 01/12/2004
PRIN 2.1.1
See Notes
The Principles
| 1 Integrity | A firm must conduct its business with integrity. |
| 2 Skill, care and diligence | A firm must conduct its business with due skill, care and diligence. |
| 3 Management and control | A firm must take reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management systems. |
| 4 Financial prudence | A firm must maintain adequate financial resources. |
| 5 Market conduct | A firm must observe proper standards of market conduct. |
| 6 Customers' interests | A firm must pay due regard to the interests of its customers and treat them fairly. |
| 7 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. |
| 8 Conflicts of interest | A firm must manage conflicts of interest fairly, both between itself and its customers and between a customer and another client. |
| 9 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. |
| 10 Clients' assets | A firm must arrange adequate protection for clients' assets when it is responsible for them. |
| 11 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. |
PRIN 3
Rules about application
PRIN 3.1
Who?
- 01/12/2004
PRIN 3.1.1
See Notes
PRIN applies to every firm, except that:
- (1) for an incoming EEA firm or an incoming Treaty firm, the Principles apply only in so far as responsibility for the matter in question is not reserved by a European Community instrument to the firm's Home State regulator;
- (2) for an incoming EEA firm which is a BCD credit institution without a top-up permission, Principle 4 applies only in relation to the liquidity of a branch established in the United Kingdom;
- (3) for an incoming EEA firm which has permission only for cross border services and which does not carry on regulated activities in the United Kingdom, the Principles do not apply;
- (4) for a UCITS qualifier, only Principles 1, 2, 3, 7 and 9 apply, and only with respect to the activities in PRIN 3.2.2 R (Communication and approval of financial promotions).
PRIN 3.1.2
See Notes
SYSC App 1
contains
guidance
on the reservation of responsibility to a Home State regulator referred to in PRIN 3.1.1 R (1).
PRIN 3.1.3
See Notes
PRIN 3.1.1 R (2) reflects article 27 of the Banking Consolidation Directive which provides that the Host State regulator retains responsibility in cooperation with the Home State regulator for the supervision of the liquidity of a branch of a BCD credit institution.
PRIN 3.1.4
See Notes
PRIN 3.1.1 R (3) puts incoming EEA firms on an equal footing with unauthorised overseas persons who utilise the overseas persons exclusions in article 72 of the Regulated Activities Order.
PRIN 3.1.5
See Notes
PRIN 3.1.1 R (4) reflects section 266 of the Act (Disapplication of rules).
- 01/12/2001
PRIN 3.2
What?
- 01/12/2004
PRIN 3.2.1
See Notes
PRIN applies with respect to the carrying on of:
- (1) regulated activities;
- (2) activities that constitute dealing in investments as principal, disregarding the exclusion in article 15 of the Regulated Activities Order (Absence of holding out etc); and
- (3) ancillary activities in relation to designated investment business, regulated mortgage activity and insurance mediation activity.
PRIN 3.2.2
See Notes
PRIN also applies with respect to the communication and approval of financial promotions which:
- (1) if communicated by an unauthorised person without approval would contravene section 21(1) of the Act (Restrictions on financial promotion); and
- (2) may be communicated by a firm without contravening section 238(1) of the Act (Restrictions on promotion of collective investment schemes).
- 01/12/2001
PRIN 3.2.3
See Notes
Principles 3, 4 and (in so far as it relates to disclosing to the FSA ) 11 (and this chapter) also:
- (1) apply with respect to the carrying on of unregulated activities (for Principle 3 this is only in a prudential context); and
- (2) take into account any activity of other members of a group of which the firm is a member.
PRIN 3.3
Where?
- 01/12/2004
PRIN 3.3.1
See Notes
Territorial application of the Principles
| Principle | Territorial application |
| Principles 1, 2 and 3 | in a prudential context, apply with respect to activities wherever they are carried on; otherwise, apply with respect to activities carried on from an establishment maintained by the firm (or its appointed representative) in the United Kingdom unless another applicable rule which is relevant to the activity has a wider territorial scope, in which case the Principle applies with that wider scope in relation to the activity described in that rule. |
| Principle 4 | applies with respect to activities wherever they are carried on. |
| Principle 5 | if the activities have, or might reasonably be regarded as likely to have, a negative effect on confidence in the financial system operating in the United Kingdom, applies with respect to activities wherever they are carried on; otherwise, applies with respect to activities carried on from an establishment maintained by the firm (or its appointed representative) in the United Kingdom. |
| Principles 6, 7, 8, 9 and 10 | Principle 8, in a prudential context, applies with respect to activities wherever they are carried on; otherwise apply with respect to activities carried on from an establishment maintained by the firm (or its appointed representative) in the United Kingdom unless another applicable rule which is relevant to the activity has a wider territorial scope, in which case the Principle applies with that wider scope in relation to the activity described in that rule. |
| Principle 11 | applies with respect to activities wherever they are carried on. |
PRIN 3.3.2
See Notes
- 01/11/2002
PRIN 3.4
General
- 01/12/2004
Clients and the Principles
PRIN 3.4.1
See Notes
Although Principle 7 refers to clients, the only requirement of Principle 7 relating to
market counterparties
is that a firm must communicate information to
market counterparties
in a way that is not misleading.
PRIN 3.4.2
See Notes
For the purposes of PRIN, the following provisions of COB 4.1 (Client classification) also apply to a firm intending to carry on, or carrying on, activities other than designated investment business:
- (1) COB 4.1.12 R and COB 4.1.13 G (Large intermediate customer classified as a market counterparty); and
- (2) COB 4.1.14 R (Client classified as a private customer).
PRIN 3.4.3
See Notes
- (1) The whole of COB 4.1 (Client classification) applies to a firm intending to conduct, or conducting, designated investment business other than providing basic advice on a stakeholder product and ancillary activities relating to designated investment business. Any client classifications established in relation to such business will be applicable for the purposes of Principles 6, 7, 8 and 9.
- (2) The person to whom a firm provides basic advice on a stakeholder product will be a private customer for all purposes including the purposes of Principles 6, 7, 8 and 9.
Actions for damages
PRIN 3.4.4
See Notes
- 01/12/2001
Reference to "regulators" in Principle 11
PRIN 3.4.5
See Notes
Where Principle 11 refers to regulators, this means, in addition to the FSA, other regulators with recognised jurisdiction in relation to regulated activities, whether in the United Kingdom or abroad.
Transitional Provisions and Schedules
PRIN TP 1
Transitional provisions
PRIN TP 1.1
| There are no transitional provisions in PRIN. However: | |
| (1) | GEN contains some technical transitional provisions that apply throughout the Handbook and which are designed to ensure a smooth transition to commencement; |
| (2) | COB contains transitional provisions that apply throughout the Handbook relating to the treatment of clients classified by ex-SRO firms and ex-section 43 firms before commencement. |
- 01/12/2004
- Future version of PRIN TP 1 after 01/11/2007
PRIN Sch 1
Record Keeping Requirements
- 01/12/2004
PRIN Sch 1.1
See Notes
| There are no record keeping requirements in PRIN. |
PRIN Sch 2
Notification requirements
- 01/12/2004
PRIN Sch 2.1
See Notes
| The aim of the guidance in the following table is to give the reader a quick over-all view of the relevant requirements for notification and reporting. |
| It is not a complete statement of those requirements and should not be relied on as if it were. |
PRIN Sch 2.2
See Notes
| Handbook reference | Matter to be notified | Contents of notification | Trigger event | Time allowed |
| Principle 11 (PRIN 2.1.1 R) | Anything relating to the firm of which the FSA would reasonably expect notice | Appropriate disclosure | Anything relating to the firm of which the FSA would reasonably expect notice | Appropriate |
PRIN Sch 3
Fees and other required payments
- 01/12/2004
PRIN Sch 3.1
See Notes
| There are no requirements for fees or other payments in PRIN. |
PRIN Sch 4
Powers Exercised
- 01/12/2004
PRIN Sch 4.1
See Notes
| The following powers and related provisions in the Act have been exercised by the FSA to make the rules in PRIN: |
| Section 138 (General rule-making power) |
| Section 145 (Financial promotion rules) |
| Section 146 (Money laundering rules) |
| Section 150(2) (Actions for damages) |
| Section 156 (General supplementary powers) |
- 01/12/2004
PRIN Sch 4.2
See Notes
PRIN Sch 5
Rights of action for damages
- 01/12/2004
PRIN Sch 5.1
See Notes
| The table below sets out the rules in PRIN contravention of which by an authorised person may be actionable under section 150 of the Act (Actions for damages) by a person who suffers loss as a result of the contravention. |
- 01/12/2004
PRIN Sch 5.2
See Notes
| If a "Yes" appears in the column headed "For private person?", the rule may be actionable by a "private person" under section 150 (or, in certain circumstances, his fiduciary or representative; see article 6(2) and (3)(c) of the Financial Services and Markets Act 2000 (Rights of Action) Regulations 2001 (SI 2001 No 2256)). A "Yes" in the column headed "Removed" indicates that the FSA has removed the right of action under section 150(2) of the Act. If so, a reference to the rule in which it is removed is also given. |
- 01/12/2004
PRIN Sch 5.3
See Notes
| The column headed "For other person?" indicates whether the rule may be actionable by a person other than a private person (or his fiduciary or representative) under article 6(2) and (3) of those Regulations. If so, an indication of the type of person by whom the rule may be actionable is given. |
- 01/12/2004
PRIN Sch 5.4
See Notes
| Chapter/Appendix | Section/Annex | Paragraph | Right of Action | ||
| For private person? | Removed? | For other person? | |||
| All rules in PRIN | No | Yes PRIN 3.4.4 R |
No | ||
- 01/12/2004
PRIN Sch 6
Rules that can be waived
- 01/12/2004
PRIN Sch 6.1
See Notes
The rules in PRIN can be waived by the FSA under section 148 of the ACT (Modification or waiver of rules).