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Navigating the FCA’s SYSC rules

The Senior Management Arrangements, Systems and Controls (SYSC) rules, established by the Financial Conduct Authority (FCA), requires UK firms to undertake effective oversight and risk management. Join us as we explore how SYSC empowers responsible conduct.

Article
01 May 2024 7 mins read
By Jennie Clarke

In brief:

  • The SYSC is one of several high-level standards published in the FCA’s Handbook and applies to financial institutions including investment firms and insurance intermediaries. 
  • The core principle behind the FCA’s SYSC emphasizes that those with the authority to shape the firm’s direction and operations must be held accountable for establishing and maintaining a strong governance framework.
  • The SYSC rules enable finance firms to build a robust framework for ethical behavior, protect consumers, help prevent financial misconduct, and drive continuous improvement. 

For those searching for an SYSC definition, consider that rather than being a concept or idea, the SYSC sourcebook outlines a set of rules for key individuals with regulatory responsibilities in UK financial firms.

To help you understand the meaning of SYSC to the fullest extent, we’ve put together a detailed overview of these important rules, how SYSC empowers responsible conduct, and key considerations for firms subject to the rules. 

What are the FCA SYSC rules and why are they important?

The SYSC sourcebook, published by the FCA, plays a critical role in ensuring responsible conduct within UK financial firms. It does this by setting out expectations for “effective organization and control” within financial firms.

What’s the purpose of the SYSC sourcebook?

The SYSC sourcebook serves several key objectives:

  1. Promoting a strong governance structure within firms by requiring clear allocation of duties and responsibilities for senior management. 
  2. Emphasizing the importance of robust risk management frameworks to identify and mitigate potential issues. 
  3. Ensuring firms have adequate systems and controls in place to comply with relevant regulations.

Who does the SYSC sourcebook apply to within financial firms?

The SYSC sourcebook is aimed specifically at individuals of financial firms with high-level responsibilities, or senior management. Since the term senior management can encompass a variety of roles, below is a breakdown of who the SYSC sourcebook is most relevant to:

  • Directors: This includes board members and anyone with similar decision-making authority within the firm.
  • Senior managers: These are individuals with significant responsibility and oversight within the firm, typically the Chief Executive Officer, Chief Financial Officer, and heads of key business units.
  • Similar levels of responsibility: The SYSC sourcebook also applies to individuals who, while not formally titled as directors or senior managers, hold similar levels of responsibility and control within the firm. This could include individuals who manage key functions or have significant influence over decision-making.

However, it’s important to note that the specific application of SYSC can vary depending on the size and structure of the financial firm. 

It should also be understood that SYSC obligations reach far and wide into organizations, as can be seen from FCA SYSC 10a which outlines the rules for recording telephone conversations and electronic communications. 

Key requirements of the FCA SYSC Sourcebook 

The principles of the FCA’s SYSC sourcebook act as a roadmap for building a robust and responsible operating environment within UK firms in the finance industry. There are four key pillars that uphold SYSC requirements, which we’ll look at in turn below. 

1. Clear roles and responsibilities

A cornerstone of SYSC is establishing a sound system of governance. This requires clear allocation of duties and responsibilities for senior management. Each individual must understand their specific area of oversight and accountability so they can effectively fulfill their obligations.

2. Proactive risk management

The SYSC sourcebook emphasizes the importance of effective risk management frameworks. Senior management is responsible for identifying potential risks that could impact the firm, its clients, or the market as a whole. 

Once identified, robust mitigation strategies must be implemented to minimize the likelihood and impact of these risks. This includes identifying, managing, recording, and disclosing conflicts of interest, as outlined in section 10 of the SYSC sourcebook (which is often shortened to FCA SYSC 10).

3. Adequate systems and controls

Maintaining a strong foundation of controls is crucial for ensuring compliance with regulations. SYSC requires senior management to establish and oversee a system of controls that safeguard the firm’s operations. This includes financial controls, customer protection measures, and systems to prevent market abuse.

4. Senior management oversight The SYSC sourcebook doesn’t stop at establishing frameworks, since SYSC compliance requires ongoing oversight by senior management. This includes regular monitoring, assessments, and reporting to ensure the implemented systems and controls remain effective and adapted to evolving risks.

How does SYSC empower responsible conduct? 

Through rigorous measures and controls, the FCA Handbook SYSC empowers individuals in the finance sector to conduct business activities to the highest ethical standards, thereby protecting customers, managing risk, and driving continuous improvement.

  1. A framework for ethical behavior

The SYSC sourcebook establishes a framework that fosters a culture of ethical decision-making. By clearly defining roles and responsibilities for senior management, it encourages accountability for fair treatment of customers and compliance with regulations.

The concept of “reasonable skill and care” is a cornerstone principle within the SYSC sourcebook. It sets a benchmark for the expected behavior and decision-making of senior management within UK financial firms.

The FCA doesn’t provide an exhaustive list of what constitutes “reasonable skill and care”, but some key considerations include:

  • Duty of care: Senior managers have a duty to act in the best interests of the firm and its customers by making informed decisions based on a thorough understanding of the relevant regulations, products, and risks involved.
  • Competence and knowledge: A baseline level of competence and knowledge is expected from someone in a senior management position. This includes understanding the firm’s business model, relevant regulatory requirements, and risks associated with their area of responsibility.
  • Diligence and supervision: Reasonable skill and care also encompass acting with diligence and exercising proper oversight. This involves actively monitoring activities within their area of responsibility, identifying potential problems, and taking appropriate steps to address them.
  • Proportionality: The standard of “reasonable skill and care” is not absolute. It takes into account the specific circumstances, size, and complexity of the firm.  For instance, what might be considered reasonable care for a large, complex financial institution might differ from expectations for a smaller firm.

2. Protecting consumers

Maintaining trust between financial firms and consumers is a presiding theme that weaves through a plethora of FCA regulations, and the SYSC sourcebook is no exception. 

Firms that adhere to the SYSC sourcebook must put in place robust systems and controls that safeguard consumers, specifically addressing the following issues:

  • Mis-selling of financial products
  • Accurate disclosure of information
  • Handling customer complaints effectively

3. Preventing financial misconduct

Effective oversight, as emphasized by SYSC, is crucial in mitigating financial crime and market abuse. Senior management must be proactive in identifying and addressing potential risks, including fraud, money laundering, insider trading, and conflicts of interest as per SYSC 10

Robust recordkeeping is a key instrument in the fight against misconduct. Maintaining accurate records allows senior management to monitor activities, identify potential issues, and investigate suspicious behavior. It also provides an audit trail for regulators,  facilitating their assessments of the firm’s compliance practices.

Moreover, maintaining effective and compliant recordkeeping practices, including archiving and eDiscovery capabilities, is vital for investigations and demonstrating adherence to regulations.

The requirements around recording telephone conversations and electronic communications can be found in the SYSC 10a chapter of the sourcebook. In addition, the FCA’s full summary of FCA SYSC recordkeeping requirements outlines key details such as retention periods.  

4. Continuous improvement

Finally, regular reviews and assessments under SYSC are crucial for maintaining a culture of responsible conduct. This ensures that systems and controls remain effective and adapt to evolving risks and regulatory changes. By fostering a culture of continuous improvement, SYSC helps to solidify trust in the financial sector.

Summary 

By adhering to FCA’s SYSC sourcebook principles and maintaining a strong governance framework, which is underpinned by robust recordkeeping practices, senior management can demonstrate they are fulfilling their duties.

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Published 01 May 2024

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