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Financial Services (Banking Reform) Act 2013

Type Public General Act

Publication 2013-12-18

Last updated 2025-06-19

State In force

Department Statute Law Database

Source legislation.gov.uk

articles Not indexed

Reform history JSON API

9

In section 138D of FSMA 2000 (actions for damages), in subsection (5), before paragraph (a) insert—

(za) rules under section 64A (rules of conduct);

10

In section 140A of FSMA 2000 (interpretation), in the definition of “regulating provisions”—

(a) in paragraph (a)—

(i) omit sub-paragraph (iii), and

(ii) in sub-paragraph (iv), omit “64 or”;

(b) in paragraph (b), omit sub-paragraphs (ii) and (iii).

11

In section 347 of FSMA 2000 (the record of authorised persons etc.), in subsection (2)(g), in sub-paragraphs (ii) and (iii), for “relevant authorised person” substitute “ authorised person concerned ”.

12

In section 387 of FSMA 2000 (warning notices), in subsection (1A), for “or 55I(8)” substitute “ , 55I(8) or 61(2D) ”.

13

In section 388 of FSMA 2000 (decision notices), in subsection (1A), for “or 55I(8)” substitute “ , 55I(8) or 61(2D) ”.

14

In section 395 of FSMA 2000 (supervisory notices), in subsection (13), after paragraph (a) insert—

(aa) 63ZC(4), (8) or (9)(b);

15

(1) Section 415B of FSMA 2000 (consultation in relation to taking certain enforcement action) is amended as follows.

(2) In subsection (4)—

(a) in paragraph (b), for “significant-influence” substitute “ relevant senior management ”, and

(b) omit the definitions appearing after that paragraph.

(3) After subsection (4) insert—

(5) In subsection (4)— - “arrangement” has the same meaning as in section 59; - “relevant senior management function” means a function which the FCA is satisfied is a senior management function as defined in section 59ZA (whether or not it has been designated as such under section 59(6A) or (6B)).

16

In Schedule 1ZA to FSMA 2000 (the Financial Conduct Authority), in paragraph 8(3)—

(a) in paragraph (b), omit “64 or”;

(b) in paragraph (c)(i)—

(i) after “section” insert “ 63ZD, ”, and

(ii) omit “64,”.

17

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Financial Services Act 2012

18

In section 14 of the Financial Services Act 2012, omit subsection (4).

19

(1) Section 85 of the Financial Services Act 2012 (relevant functions in relation to complaints scheme) is amended as follows.

(2) In subsection (4)—

(a) in paragraph (b), omit “64 or”;

(b) in paragraph (c)(i)—

(i) after “section” insert “ 63ZD, ”, and

(ii) omit “64,”.

(3) In subsection (5)—

(a) omit paragraph (b);

(b) in paragraph (c)(i)—

(i) after “section” insert “ 63ZD, ”, and

(ii) omit “64,”.

SCHEDULE 4

Introductory

1

In this Schedule—

(a) “the Regulator” means the Payment Systems Regulator;

(b) references to the functions of the Regulator are to functions conferred on it by or under this Part.

Constitution

2

(1) The constitution of the Regulator must provide for it to have a board whose members are the directors of the Regulator.

(2) The board is to consist of the following members—

(a) a member to chair it, appointed by the FCA with the approval of the Treasury;

(b) a member to be the Managing Director, appointed by the FCA with the approval of the Treasury;

(3) The persons who may be appointed under sub-paragraph (2) include persons who are members of the FCA's governing body.

(4) A person may be appointed under sub-paragraph (2) only if the person has knowledge or experience which is likely to be relevant to the exercise by the Regulator of its functions.

(5) A person appointed under sub-paragraph (2)(a) or (b) is liable to removal from office by the FCA (acting with the approval of the Treasury).

(6) A person appointed under sub-paragraph (2)(c) is liable to removal from office by the FCA.

Status

3

(1) The Regulator is not to be regarded as exercising functions on behalf of the Crown.

(2) The officers and staff of the Regulator are not to be regarded as Crown servants.

Budget

4

(1) The Regulator must adopt an annual budget which has been approved by the FCA.

(2) The budget must be adopted—

(a) in the case of the Regulator's first financial year, as soon as reasonably practicable after it is established, and

(b) in the case of each subsequent financial year, before the start of the financial year.

(3) The Regulator may, with the approval of the FCA, vary the budget for a financial year at any time after its adoption.

(4) Before adopting or varying a budget, the Regulator must consult—

(a) the Treasury, and

(b) such other persons (if any) as the Regulator considers appropriate.

(5) The Regulator must publish each budget, and each variation of a budget, in the way it considers appropriate.

Arrangements for discharging functions

5

(1) The Regulator may make arrangements for any of its functions to be discharged by—

(a) a committee, sub-committee, officer or member of staff of the Regulator;

(b) an officer or member of staff of the FCA.

This is subject to sub-paragraphs (2) to (4).

(2) In exercising any functions within sub-paragraph (3), the Regulator must act through its board.

(3) The functions referred to in sub-paragraph (2) are—

(a) giving general directions under section 54;

(b) imposing generally-imposed requirements under section 55.

(d) making EU Exit instruments under the Financial Regulators’ Powers (Technical Standards) (Amendment etc.) (EU Exit) Regulations 2018.

(4) The function of issuing general guidance may not be discharged by an officer or member of staff of the Regulator or of the FCA.

Annual plan

6

(1) The Regulator must in respect of each of its financial years prepare an annual plan which has been approved by the FCA.

(2) The plan must be prepared—

(a) in the case of the Regulator's first financial year, as soon as reasonably practicable after it is established, and

(b) in the case of each subsequent financial year, before the start of the financial year.

(3) The Regulator may, with the approval of the FCA, vary the plan in respect of a financial year at any time after its preparation.

(4) An annual plan in respect of a financial year must set out—

(a) the aims of the Regulator for the year,

(b) how the extent to which each of those aims is met is to be determined,

(d) how its resources are to be allocated among the activities to be carried on in connection with the discharge of its functions.

(5) In sub-paragraph (4) references to aims for a financial year include aims for a longer period that includes that year.

(6) Before preparing or varying an annual plan, the Regulator must consult—

(a) the Treasury, and

(b) such other persons (if any) as the Regulator considers appropriate.

(7) The Regulator must publish each annual plan, and each variation of an annual plan, in the way it considers appropriate.

Annual report

7

(1) At least once a year, the Regulator must make a report to the FCA in relation to the discharge of its functions.

(2) The report must—

(a) set out the extent to which the Regulator has met its aims and priorities for the period covered by the report,

(b) set out the extent to which the Regulator has advanced its payment systems objectives,

(ba) set out any engagement with a statutory panel established under section 103(3),

(bb) set out how the Regulator has complied with the statement of policy on panel appointments prepared under section 104I in relation to the process for making appointments and the matters considered in determining who is appointed,

(d) comply with any requirement specified in rules made by the FCA.

(3) The Regulator must publish each report in the way it considers appropriate.

(4) Nothing in this paragraph requires the Regulator to make a report at any time in the period of 12 months beginning with its establishment.

(5) The Treasury may—

(a) require the Regulator to comply with any provision of the Companies Act 2006 about accounts and their audit which would not otherwise apply to it, or

(b) direct that any provision of that Act about accounts and their audit is to apply to the Regulator with such modifications as are specified in the direction, whether or not the provision would otherwise apply to it.

(6) Compliance with any requirement under sub-paragraph (5)(a) or (b) is enforceable by injunction or, in Scotland, an order for specific performance under section 45 of the Court of Session Act 1988.

(7) Proceedings under sub-paragraph (6) may be brought only by the Treasury.

(8) The FCA's power to make rules under sub-paragraph (2)(d) is to be treated as if it were a power of the FCA to make rules under FSMA 2000 (and rules made under sub-paragraph (2)(d) are to be treated accordingly).

Audit of accounts

8

(1) The Regulator must send a copy of its annual accounts to the Comptroller and Auditor General and the Treasury as soon as is reasonably practicable.

(2) The Comptroller and Auditor General must—

(a) examine, certify and report on accounts received under this paragraph, and

(b) send a copy of the certified accounts and the report to the Treasury.

(3) The Treasury must lay the copy of the certified accounts and the report before Parliament.

(4) The Regulator must send a copy of the certified accounts and the report to the FCA.

(5) Except as provided for by paragraph 7(5), the Regulator is exempt from the requirements of Part 16 of the Companies Act 2006 (audit) and its balance sheet must contain a statement to that effect.

(6) In this paragraph “annual accounts” has the meaning given by section 471 of the Companies Act 2006.

Funding

9

(1) For the purposes mentioned in sub-paragraph (2) the FCA may make rules requiring participants in regulated payment systems to pay to the FCA specified amounts or amounts calculated in a specified way.

(2) The purposes are—

(a) meeting the relevant costs (see sub-paragraph (3)), and

(b) enabling the Regulator to maintain adequate reserves.

(3) In this paragraph “the relevant costs” means—

(a) the expenses incurred, or expected to be incurred, by the Regulator in connection with the discharge of its functions,

(b) the expenses incurred by the FCA in establishing the Regulator,

(d) any expenses incurred, or expected to be incurred, by the FCA in connection with the discharge of the Regulator's functions by an officer or member of staff of the FCA under arrangements made under paragraph 5.

For the purposes of paragraph (b) it does not matter when the expenses were incurred.

(4) Before making any rules under sub-paragraph (1) the FCA must consult the Treasury.

(5) The amounts to be paid under the rules may include a component to cover the expenses of the FCA in collecting the payments (“collection costs”).

(6) The FCA must pay to the Regulator the amounts that it receives under the rules, apart from the following amounts (which it may keep)—

(a) amounts in respect of expenses falling within sub-paragraph (3)(b) to (d);

(b) amounts in respect of its collection costs.

(7) In this paragraph “specified” means specified in the rules.

(8) The FCA's power to make rules under this paragraph is to be treated as if it were a power of the FCA to make rules under FSMA 2000 (and rules made under this paragraph are to be treated accordingly).

(9) But the requirements to carry out a cost benefit analysis under section 138I of FSMA 2000 do not apply in relation to rules made under this paragraph.

Penalty receipts

10

(1) The Regulator must in respect of each of its financial years pay to the Treasury its penalty receipts after deducting its enforcement costs.

(2) The Regulator's “penalty receipts” in respect of a financial year are any amounts received by it during the year by way of penalties imposed under section 73.

(3) The Regulator's “enforcement costs” in respect of a financial year are the expenses incurred by it during the year in connection with—

(a) the exercise, or consideration of the possible exercise, of any of its enforcement powers in particular cases, or

(b) the recovery of penalties imposed under section 73.

(4) For the purposes of sub-paragraph (3) the Regulator's enforcement powers are—

(a) its powers under sections 72 to 75;

(b) its powers under any other enactment specified by the Treasury by order;

(d) its powers in England and Wales or Northern Ireland in relation to the prosecution of relevant offences.

(5) In sub-paragraph (4) “relevant offences” means—

(a) offences under this Part;

(b) any other offences specified by the Treasury by order.

(6) The Treasury may give directions to the Regulator as to how it is to comply with its duty under sub-paragraph (1).

(7) The directions may in particular—

(a) specify descriptions of expenditure that are, or are not, to be regarded as incurred in connection with either of the matters mentioned in sub-paragraph (3),

(b) relate to the calculation and timing of the deduction in respect of the Regulator's enforcement costs, and

(8) The directions may also require the Regulator to provide the Treasury at specified times with specified information relating to—

(a) penalties that the Regulator has imposed under section 73, or

(b) the Regulator's enforcement costs.

(9) The Treasury must pay into the Consolidated Fund any sums received by them under this paragraph.

11

(1) The Regulator must prepare and operate a scheme (“the financial penalty scheme”) for ensuring that the amounts that, as a result of the deduction for which paragraph 10(1) provides, are retained by the Regulator in respect of amounts paid to it by way of penalties imposed under section 73 are applied for the benefit of participants in regulated payment systems.

(2) The financial penalty scheme may, in particular, make different provision with respect to different classes of participant.

(3) The financial penalty scheme must ensure that those who have become liable to pay a penalty to the Regulator in any financial year do not receive any benefit under the scheme in the following financial year.

(4) Up-to-date details of the financial penalty scheme must be set out in a document (the “scheme details”).

12

(1) The scheme details must be published by the Regulator in the way appearing to it to be best calculated to bring them to the attention of the public.

(2) Before making the financial penalty scheme, the Regulator must publish a draft of the proposed scheme in the way appearing to the Regulator to be best calculated to bring it to the attention of the public.

(3) The draft must be accompanied by notice that representations about the proposals may be made to the Regulator within a specified time.

(4) Before making the scheme, the Regulator must have regard to any representations made to it in accordance with sub-paragraph (3).

(5) If the Regulator makes the proposed scheme, it must publish an account, in general terms, of—

(a) the representations made to it in accordance with sub-paragraph (3), and

(b) its response to them.

(6) If the scheme differs from the draft published under sub-paragraph (2) in a way which is, in the opinion of the Regulator, significant, the Regulator must (in addition to complying with sub-paragraph (5)) publish details of the difference.

(7) The Regulator must, without delay, give the Treasury a copy of any scheme details published by it.

(8) The Regulator may charge a reasonable fee for providing a person with a copy of—

(a) a draft published under sub-paragraph (2);

(b) scheme details.

(9) Sub-paragraphs (2) to (6) and (8)(a) also apply to a proposal to alter or replace the financial penalty scheme.

Records

13

The Regulator must maintain satisfactory arrangements for—

(a) recording decisions made in the exercise of its functions, and

(b) the safe-keeping of those records which it considers ought to be preserved.

Exemption from liability in damages

14

(1) None of the following is to be liable in damages for anything done or omitted in the discharge, or purported discharge, of the Regulator's functions—

(a) the Regulator;

(b) any person (“P”) who is, or is acting as, an officer or member of staff of the Regulator;

(c) any person who could be held vicariously liable for things done or omitted by P, but only in so far as the liability relates to P's conduct.

(2) If the Regulator has made arrangements under paragraph 5 for any of its functions to be discharged by an officer or member of staff of the FCA, references in sub-paragraph (1) to a person who is an officer or member of staff of the Regulator include references to the officer or member of staff of the FCA.

(3) Anything done or omitted by a person mentioned in sub-paragraph (1)(b) or (c) while acting, or purporting to act, as a result of an appointment under section 82 or 83 is to be taken for the purposes of sub-paragraph (1) to have been done or omitted in the discharge or (as the case may be) purported discharge of the Regulator's functions.

(4) Sub-paragraph (1) does not apply—

(a) if the act or omission is shown to have been in bad faith, or

(b) so as to prevent an award of damages made in respect of an act or omission on the ground that the act or omission was unlawful as a result of section 6(1) of the Human Rights Act 1998.

Freedom of information

15

In Part 6 of Schedule 1 to the Freedom of Information Act 2000 (public authorities to which Act applies), at the appropriate place insert— “ The Payment Systems Regulator established under section 40 of the Financial Services (Banking Reform) Act 2013. ”

Equality

16

In Part 1 of Schedule 19 to the Equality Act 2010 (public authorities: general), under the heading “Industry, business, finance etc.”, at the appropriate place insert— “ The Payment Systems Regulator established under section 40 of the Financial Services (Banking Reform) Act 2013. ”

SCHEDULE 5

Functions of CMA to be discharged by group

1

Except where specified otherwise in this Schedule, the functions of the CMA with respect to an appeal are to be carried out on behalf of the CMA by a group constituted for the purpose by the chair of the CMA under Schedule 4 to the Enterprise and Regulatory Reform Act 2013.

2

(1) Schedule 4 to the Enterprise and Regulatory Reform Act 2013 is amended as follows.

(2) In paragraph 35(1) (membership of CMA panel), after paragraph (c) insert—

(ca) at least one person (a “payment systems panel member”) appointed to the CMA panel under paragraph 1(1)(b) for the purpose of being available for selection as a member of a group constituted to carry out functions on behalf of the CMA with respect to an appeal made in accordance with section 79 of the Financial Services (Banking Reform) Act 2013 (a “specialist payment systems group”);

(3) In paragraph 38 (membership of CMA groups), after sub-paragraph (5) insert—

(5A) In the case of a specialist payment systems group, the group must include at least one payment systems member.

(4) In paragraph 48 (performance of functions of chair with respect to constitution etc of CMA group), in sub-paragraph (4)(c), at the end insert—

(v) Schedule 5 to the Financial Services (Banking Reform) Act 2013.

Application for permission to bring appeal

3

(1) An application for permission to bring an appeal may be made only by sending a notice to the CMA requesting the permission.

(2) An application for permission to appeal must be accompanied by all such information as may be required by appeal rules.

(3) Appeal rules may require information contained in an application for permission to appeal to be verified by a statement of truth.

(4) A person who applies for permission to bring an appeal in accordance with this paragraph is referred to in this Schedule as the appellant.

(5) The appellant must send the Payment Systems Regulator—

(a) a copy of the application for permission to appeal at the same time as it is sent to the CMA, and

(b) such other information as may be required by appeal rules.

(6) The CMA's decision whether to grant permission to appeal is to be taken by an authorised member of the CMA.

(7) Before the authorised member decides whether to grant permission under this paragraph, the Payment Systems Regulator must be given an opportunity of making representations or observations, in accordance with paragraph 5(2).

(8) The CMA's decision on an application for permission must be made—

(a) where the Payment Systems Regulator makes representations or observations in accordance with paragraph 5(2), before the end of 10 working days beginning with the first working day after the day on which those representations or observations are received;

(b) in any other case, before the end of 14 working days beginning with the first working day after the day on which the application for permission was received.

(9) The grant of permission may be made subject to conditions, which may include—

(a) conditions which limit the matters that are to be considered on the appeal in question;

(b) conditions for the purpose of expediting the determination of the appeal;

(c) conditions requiring the appeal to be considered together with other appeals (including appeals relating to different matters or decisions and appeals brought by different persons).

(10) Where a decision is made to grant or to refuse an application for permission, an authorised member of the CMA must notify the decision, giving reasons, to the following persons—

(a) the appellant, and

(b) the Payment Systems Regulator.

(11) A decision of the CMA under this paragraph must be published, in such manner as an authorised member of the CMA considers appropriate, as soon as reasonably practicable after it is made.

(12) The CMA may exclude from publication under sub-paragraph (11) any information which it is satisfied is—

(a) commercial information, the disclosure of which would, or might in the CMA's opinion, significantly harm the legitimate business interests of an undertaking to which it relates, or

(b) information relating to the private affairs of an individual, the disclosure of which would, or might in the CMA's opinion, significantly harm the individual's interests.

Suspension of decision

4

(1) The CMA may direct that, pending the determination of an appeal against a decision of the Payment Systems Regulator—

(a) the decision is not to have effect, or

(b) the decision is not to have effect to such extent as may be specified in the direction.

(2) The power to give a direction under this paragraph is exercisable only where—

(a) an application for its exercise has been made by the appellant at the same time as the appellant made an application in accordance with paragraph 3 for permission to bring an appeal against a decision of the Payment Systems Regulator,

(b) the Payment Systems Regulator has been given an opportunity of making representations or observations, in accordance with paragraph 5(2), and

(3) The CMA's decision on an application for a direction under this paragraph must be made—

(a) where the Payment Systems Regulator makes representations or observations in accordance with paragraph 5(2), before the end of 10 working days beginning with the first working day after the day on which those representations or observations are received;

(b) in any other case, before the end of 14 working days beginning with the first working day following the day on which the application under sub-paragraph (2)(a) is received.

(4) The appellant must send the Payment Systems Regulator a copy of the application for a direction under this paragraph at the same time as it is sent to the CMA.

(5) The CMA's decision whether to give a direction is to be taken by an authorised member of the CMA.

(6) A direction under this paragraph must be—

(a) given by an authorised member of the CMA, and

(b) published, in such manner as an authorised member of the CMA considers appropriate, as soon as reasonably practicable after it is given.

(7) Sub-paragraph (12) of paragraph 3 applies to the publication of a direction under sub-paragraph (6) of this paragraph as it applies to the publication of a decision under sub-paragraph (11) of that paragraph.

Time limit for representations and observations by the Regulator

5

(1) Sub-paragraph (2) applies where the Payment Systems Regulator wishes to make representations or observations to the CMA in relation to—

(a) an application for permission to bring an appeal under paragraph 3;

(b) an application for a direction under paragraph 4.

(2) The Payment Systems Regulator must make the representations or observations in writing before the end of 10 working days beginning with the first working day after the day on which it received a copy of the application under paragraph 3(5) or 4(4) (as the case may be).

(3) Sub-paragraph (4) applies where an application for permission to bring an appeal has been granted and the Payment Systems Regulator wishes to make representations or observations to the CMA in relation to—

(a) the Payment Systems Regulator's reasons for the decision in relation to which the appeal is being brought;

(b) any grounds on which that appeal is being brought against that decision.

(4) The Payment Systems Regulator must make the representations or observations in writing before the end of 15 working days beginning with the first working day after the day on which permission to bring the appeal was granted.

(5) The Payment Systems Regulator must send a copy of the representations and observations it makes under this paragraph to the appellant.

Consideration and determination of appeal by group

6

(1) A group constituted by the chair of the CMA under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 for the purpose of carrying out functions of the CMA with respect to an appeal must consist of three members of the CMA panel.

(2) A decision of the group is effective if, and only if—

(a) all the members of the group are present when it is made, and

(b) at least two members of the group are in favour of the decision.

Time limits for determining appeal

7

(1) The CMA must determine an appeal within the period of 6 months beginning with the permission date.

(2) If—

(a) the CMA has received representations on the timing of the determination from a party to the appeal, and

(b) it is satisfied that there are special reasons why the determination cannot be made within the period specified in sub-paragraph (1),

the CMA must determine the appeal within the period specified by it, which must not be longer than the period of 7 months beginning with the permission date.

(3) In a case where sub-paragraph (2) applies, the CMA must also—

(a) inform the parties to the appeal of the time limit for determining the appeal, and

(b) publish that time limit in such manner as it considers appropriate for the purpose of bringing it to the attention of any other persons likely to be affected by the determination.

(4) In this paragraph the “permission date” is the date on which the CMA gave permission to bring the appeal in accordance with section 76(8).

Matters to be considered on appeal

8

(1) The CMA, if it thinks it necessary to do so for the purpose of securing the determination of an appeal within the period provided for by paragraph 7, may disregard—

(a) any or all matters raised by an appellant that were not raised by that appellant at the time of the relevant application, and

(b) any or all matters raised by the Payment Systems Regulator that were not contained in representations or observations made for the purposes of the appeal in accordance with paragraph 5.

(2) In this paragraph “relevant application” means an application under paragraph 3 or 4.

Production of documents etc

9

(1) For the purposes of this Schedule, the CMA may by notice—

(a) require a person to produce to the CMA the documents specified or otherwise identified in the notice;

(b) require any person who carries on a business to supply to the CMA such estimates, forecasts, returns or other information as may be specified or described in the notice in relation to that business.

(2) The power to require the production of a document, or the supply of any estimate, forecast, return or other information, is a power to require its production or, as the case may be, supply—

(a) at the time and place specified in the notice, and

(b) in a legible form.

(3) No person is to be compelled under this paragraph to produce a document or supply an estimate, forecast, return or other information which the person could not be compelled to produce in civil proceedings in the High Court or Court of Session.

(4) An authorised member of the CMA may, for the purpose of the exercise of the functions of the CMA, make arrangements for copies to be taken of a document produced or an estimate, forecast, return or other information supplied to it under this paragraph.

(5) A notice for the purposes of this paragraph—

(a) may be issued on the CMA's behalf by an authorised member of the CMA;

(b) must include information about the possible consequences of not complying with the notice (as set out in paragraph 13).

Oral hearings

10

(1) For the purposes of this Schedule an oral hearing may be held, and evidence may be taken on oath—

(a) by a person considering an application for permission to bring an appeal under paragraph 3,

(b) by a person considering an application for a direction under paragraph 4, or

and, for that purpose, such a person or group may administer oaths.

(2) The CMA may by notice require a person—

(a) to attend at a time and place specified in the notice, and

(b) at that time and place, to give evidence to a person or group mentioned in sub-paragraph (1).

(3) At any oral hearing the person or group conducting the hearing may—

(a) require the appellant or the Payment Systems Regulator, if present at the hearing, to give evidence or to make representations or observations, or

(b) require a person attending the hearing as a representative of the appellant or of the Payment Systems Regulator to make representations or observations.

(4) A person who gives oral evidence at the hearing may be cross-examined by or on behalf of any party to the appeal.

(5) If the appellant, the Payment Systems Regulator, or the appellant's or Payment Systems Regulator's representative is not present at a hearing—

(a) there is no requirement to give notice to that person under sub-paragraph (2), and

(b) the person or group conducting the hearing may determine the application or appeal without hearing that person's evidence, representations or observations.

(6) No person is to be compelled under this paragraph to give evidence which the person could not be compelled to give in civil proceedings in the High Court or Court of Session.

(7) Where a person is required under this paragraph to attend at a place more than 10 miles from the person's place of residence, an authorised member of the CMA must arrange for the person to be paid the necessary expenses of attendance.

(8) A notice for the purposes of this paragraph may be issued on the CMA's behalf by an authorised member of the CMA.

Written statements

11

(1) The CMA may by notice require a person to produce a written statement with respect to a matter specified in the notice to—

(a) a person who is considering, or is to consider, an application for a direction under paragraph 4, or

(b) a group with the function of determining an appeal.

(2) The power to require the production of a written statement includes power—

(a) to specify the time and place at which it is to be produced, and

(b) to require it to be verified by a statement of truth;

and a statement required to be so verified must be disregarded unless it is so verified.

(3) No person is to be compelled under this paragraph to produce a written statement with respect to any matter about which the person could not be compelled to give evidence in civil proceedings in the High Court or Court of Session.

(4) A notice for the purposes of this paragraph may be issued on the CMA's behalf by an authorised member of the CMA.

Expert advice

12

Where permission to bring an appeal is granted under paragraph 3, the CMA may commission expert advice with respect to any matter raised by a party to the appeal.

Defaults in relation to evidence

13

(1) If a person (“the defaulter”)—

(a) fails to comply with a notice issued or other requirement imposed under paragraph 9, 10 or 11,

(b) in complying with a notice under paragraph 11, makes a statement that is false in any material particular, or

(c) in providing information verified in accordance with a statement of truth required by appeal rules, provides information that is false in a material particular,

an authorised member of the CMA may certify that fact to the court.

(2) If the court is satisfied that the defaulter failed without reasonable excuse to comply with the notice or other requirement, or made the false statement, or provided the false information, it may deal with the defaulter (and in the case of a body corporate, any director or other officer of the body) as if that person were in contempt.

(3) In sub-paragraph (2) “officer”, in relation to a limited liability partnership, means a member of the limited liability partnership.

(4) In this paragraph “court” means—

(a) the High Court, or

(b) in Scotland, the Court of Session.

14

(1) A person who wilfully alters, suppresses or destroys a document which the person has been required to produce under paragraph 9 is guilty of an offence.

(2) A person guilty of an offence under this paragraph is liable—

(a) on summary conviction—

(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court (or 6 months, if the offence was committed before 2 May 2022) or a fine, or both;

(ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum, or both;

(iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum, or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine, or both.

Determination of appeal by CMA

15

(1) A determination by the CMA on an appeal—

(a) must be contained in an order made by the CMA;

(b) must set out the reasons for the determination;

(d) must be notified by the CMA to the parties to the appeal;

(e) must be published by the CMA—

(i) as soon as reasonably practicable after the determination is made;

(ii) in such manner as the CMA considers appropriate for the purpose of bringing the determination to the attention of any person likely to be affected by it (other than a party to the appeal).

(2) The CMA may exclude from publication under sub-paragraph (1)(e) any information which it is satisfied is—

(a) commercial information, the disclosure of which would, or might in the CMA's opinion, significantly harm the legitimate business interests of an undertaking to which it relates, or

(b) information relating to the private affairs of an individual, the disclosure of which would, or might in the CMA's opinion, significantly harm the individual's interests.

(3) The Payment Systems Regulator must take such steps as it considers necessary for it to comply with an order of the CMA made by virtue of sub-paragraph (1)(a).

(4) The steps must be taken—

(a) if a time is specified in (or is to be determined in accordance with) the order, within that time;

(b) in any other case, within a reasonable time.

Appeal rules

16

(1) The CMA Board may make rules of procedure regulating the conduct and disposal of appeals.

(2) Those rules may include provision supplementing the provisions of this Schedule in relation to any application, notice, hearing, power or requirement for which this Schedule provides; and that provision may, in particular, impose time limits or other restrictions on—

(a) the taking of evidence at an oral hearing, or

(b) the making of representations or observations at such a hearing.

(3) The CMA Board must publish rules made under this paragraph in such manner as it considers appropriate for the purpose of bringing them to the attention of those likely to be affected by them.

(4) Before making rules under this paragraph, the CMA Board must consult such persons as it considers appropriate.

(5) Rules under this paragraph may make different provision for different cases.

Costs

17

(1) A group that determines an appeal must make an order requiring the payment to the CMA of the costs incurred by the CMA in connection with the appeal.

(2) An order under sub-paragraph (1) must require those costs to be paid—

(a) where the appeal is allowed in full, by the Payment Systems Regulator;

(b) where the appeal is dismissed in full, by the appellant;

(c) where the appeal is partially allowed, by one or more parties in such proportions as the CMA considers appropriate in all the circumstances.

(3) The group that determines an appeal may also make such order as it thinks fit for requiring a party to the appeal to make payments to another party in respect of costs reasonably incurred by that other party in connection with the appeal.

(4) A person who is required by an order under this paragraph to pay a sum to another person must comply with the order before the end of the period of 28 days beginning with the day after the making of the order.

(5) Sums required to be paid by an order under this paragraph but not paid within the period mentioned in sub-paragraph (4) are to bear interest at such rate as may be determined in accordance with provision contained in the order.

(6) Any costs payable by virtue of an order under this paragraph and any interest that has not been paid may be recovered as a civil debt by the person in whose favour the order is made.

Interpretation

18

(1) In this Schedule—

“appeal” means an appeal made in accordance with section 79;

“appeal rules” means rules of procedure under paragraph 16;

“appellant” has the meaning given by paragraph 3(4);

“authorised member of the CMA”—in relation to a power exercisable in connection with an appeal in respect of which a group has been constituted by the chair of the CMA under Schedule 4 to the Enterprise and Regulatory Reform Act 2013, means a member of that group who has been authorised by the chair of the CMA to exercise that power;in relation to a power exercisable in connection with an application for permission to bring an appeal, or otherwise in connection with an appeal in respect of which a group has not been so constituted by the chair of the CMA, means—any member of the CMA Board who is also a member of the CMA panel, orany member of the CMA panel authorised by the Treasury (whether generally or specifically) to exercise the power in question;

“CMA” means the Competition and Markets Authority;

“CMA Board” and “CMA panel” have the same meaning as in Schedule 4 to the Enterprise and Regulatory Reform Act 2013;

“group” means a group selected in accordance with paragraph 6;

“statement of truth”, in relation to the production of a statement or provision of information by a person, means a statement that the person believes the facts stated in the statement or information to be true;

“working day” means any day other than—Saturday or Sunday;Christmas Day or Good Friday;a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom.

(2) References in this Schedule to a party to an appeal are references to—

(a) the appellant, or

(b) the Payment Systems Regulator.

SCHEDULE 6

1

The following provisions of this Schedule provide for—

(a) the general powers and duties of FMI administrators (by application of provisions about administrators), and

(b) the general process and effects of FMI administration (by application of provisions about administration).

2

The provisions set out in the Tables apply in relation to FMI administration as in relation to administration, with—

(a) the modifications set out in paragraph 3,

(b) any other modification specified in the Tables, and

3

The modifications are that—

(a) a reference to the administrator is a reference to the FMI administrator,

(b) a reference to administration is a reference to FMI administration,

(d) a reference to an administration order is a reference to an FMI administration order,

(e) except where otherwise specified in Table 2, a reference to a company is a reference to the infrastructure company, and

(f) a reference to the purpose of administration (other than the reference in paragraph 111(1) of Schedule B1) is a reference to the objective in section 115.

4

Powers conferred by this Part of this Act and by the 1986 Act (as applied) are in addition to, and not in restriction of, any existing powers of instituting proceedings against any contributory or debtor of an infrastructure company, or the estate of any contributory or debtor, for the recovery of any call or other sum.

5

A reference in an enactment or other document to anything done under a provision applied by this Part of this Act includes a reference to the provision as applied.

6

(1) The Treasury may by order amend this Schedule so as to make further modifications.

(2) The further modifications that may be made are confined to such modifications of—

(a) the 1986 Act, or

(b) other enactments passed or made before this Act that relate to insolvency or make provision by reference to anything that is or may be done under the 1986 Act,

as the Treasury consider appropriate in relation to any provision made by or under this Part of this Act.

(3) An order under this paragraph may also make modifications of the provisions of this Schedule.

SCHEDULE 7

Application of Schedule

1

This Schedule applies where—

(a) the court has made an FMI administration order in relation to a company (“the old company”), and

(b) it is proposed that a transfer within section 115(5) be made to another company (“the new company”).

Interpretation of Schedule

2

In this Schedule—

“FMI transfer scheme” has the meaning given by paragraph 4(1);

“the new company” and “the old company” are to be read in accordance with paragraph 1;

“third party”, in relation to an FMI transfer scheme or a modification of such a scheme, means a person other than the old company or the new company.

FMI administrator to act on behalf of old company

3

It is for the FMI administrator, while the FMI administration order is in force, to act on behalf of the old company in the doing of anything that it is authorised or required to do by or under this Schedule.

Making of FMI transfer schemes

4

(1) The old company may—

(a) with the consent of the new company, and

(b) for the purpose of giving effect to the proposed transfer,

make a scheme under this Schedule for the transfer of property, rights and liabilities from the old company to the new company (an “FMI transfer scheme”).

(2) Such a scheme may be made only at a time when the FMI administration order is in force in relation to the old company.

(3) An FMI transfer scheme may set out the property, rights and liabilities to be transferred in one or more of the following ways—

(a) by specifying or describing them in particular,

(b) by identifying them generally by reference to, or to a specified part of, the undertaking of the old company, or

(4) An FMI transfer scheme is to take effect in accordance with paragraph 7 at the time appointed by the court.

(5) But the court must not appoint a time for a scheme to take effect unless that scheme has been approved by the Bank of England.

(6) The Bank of England may modify an FMI transfer scheme before approving it, but only modifications to which both the old company and the new company have consented may be made.

(7) In deciding whether to approve an FMI transfer scheme, the Bank of England must have regard, in particular, to—

(a) the public interest, and

(b) any effect that the scheme is likely to have on the interests of third parties.

(8) Before approving an FMI transfer scheme, the Bank of England must consult the Treasury.

(9) The old company and the new company each have a duty to provide the Bank of England with all information and other assistance that the Bank may reasonably require for the purposes of, or in connection with, the exercise of the powers conferred on it by this paragraph.

Provision that may be made by a scheme

5

(1) An FMI transfer scheme may contain provision—

(a) for the creation, in favour of the old company or the new company, of an interest or right in or in relation to property transferred in accordance with the scheme;

(b) for giving effect to a transfer to the new company by the creation, in favour of that company, of an interest or right in or in relation to property retained by the old company;

(c) for the creation of new rights and liabilities (including rights of indemnity and duties to indemnify) as between the old company and the new company;

(d) in connection with any provision made under this sub-paragraph, provision making incidental provision as to the interests, rights and liabilities of other persons with respect to the property, rights and liabilities to which the scheme relates.

(2) The property, rights and liabilities of the old company that may be transferred in accordance with an FMI transfer scheme include—

(a) property, rights and liabilities that would not otherwise be capable of being transferred or assigned by the old company;

(b) property acquired, and rights and liabilities arising, in the period after the making of the scheme but before it takes effect;

(d) property situated anywhere in the United Kingdom or elsewhere;

(e) rights and liabilities under the law of a part of the United Kingdom or of a place outside the United Kingdom (including under legislation of the European Union);

(f) rights and liabilities under an enactment... or subordinate legislation.

(3) The transfers to which effect may be given by an FMI transfer scheme include transfers of interests and rights that are to take effect in accordance with the scheme as if there were—

(a) no such requirement to obtain a person's consent or concurrence,

(b) no such liability in respect of a contravention of any other requirement, and

as there would be, in the case of a transaction apart from this Act, by reason of a provision falling within sub-paragraph (4).

(4) A provision falls within this sub-paragraph to the extent that it has effect (whether under an enactment or agreement or otherwise) in relation to the terms on which the old company is entitled, or subject, to anything to which the transfer relates.

(5) Sub-paragraph (6) applies where (apart from that sub-paragraph) a person would be entitled, in consequence of anything done or likely to be done by or under this Act in connection with an FMI transfer scheme—

(a) to terminate, modify, acquire or claim an interest or right, or

(b) to treat an interest or right as modified or terminated.

(6) That entitlement—

(a) is not enforceable in relation to that interest or right until after the transfer of the interest or right by the scheme, and

(b) is then enforceable in relation to the interest or right only in so far as the scheme contains provision for the interest or right to be transferred subject to whatever confers that entitlement.

(7) Sub-paragraphs (3) to (6) have effect where shares in a subsidiary of the old company are transferred—

(a) as if the reference in sub-paragraph (4) to the terms on which the old company is entitled or subject to anything to which the transfer relates included a reference to the terms on which the subsidiary is entitled or subject to anything immediately before the transfer takes effect, and

(b) in relation to an interest or right of the subsidiary, as if the references in sub-paragraph (6) to the transfer of the interest or right included a reference to the transfer of the shares.

(8) Sub-paragraphs (3) and (4) apply to the creation of an interest or right by an FMI transfer scheme as they apply to the transfer of an interest or right.

Further provision about transfers

6

(1) An FMI transfer scheme may make incidental, supplemental, consequential and transitional provision in connection with the other provisions of the scheme.

(2) An FMI transfer scheme may in particular make provision, in relation to a provision of the scheme—

(a) for the new company to be treated as the same person in law as the old company;

(b) for agreements made, transactions effected or other things done by or in relation to the old company to be treated, so far as may be necessary for the purposes of or in connection with a transfer in accordance with the scheme, as made, effected or done by or in relation to the new company;

(c) for references in an agreement, instrument or other document to the old company or to an employee or office holder with the old company to have effect, so far as may be necessary for the purposes of or in connection with a transfer in accordance with the scheme, with such modifications as are specified in the scheme;

(d) that the effect of any transfer in accordance with the scheme in relation to contracts of employment with the old company is not to terminate any of those contracts but is to be that periods of employment with that company are to count for all purposes as periods of employment with the new company;

(e) for proceedings commenced by or against the old company to be continued by or against the new company.

(3) Sub-paragraph (2)(c) does not apply to references in an enactment or in subordinate legislation.

(4) An FMI transfer scheme may make provision for disputes between the old company and the new company as to the effect of the scheme to be referred to such arbitration as may be specified in or determined under the scheme.

(5) Where a person is entitled, in consequence of an FMI transfer scheme, to possession of a document relating in part to the title to land or other property in England and Wales, or to the management of such land or other property—

(a) the scheme may provide for that person to be treated as having given another person an acknowledgement in writing of the right of that other person to production of the document and to delivery of copies of it, and

(b) section 64 of the Law of Property Act 1925 (production and safe custody of documents) is to have effect accordingly, and on the basis that the acknowledgement did not contain an expression of contrary intention.

(6) Where a person is entitled, in consequence of an FMI transfer scheme, to possession of a document relating in part to the title to land or other property in Scotland or to the management of such land or other property, subsections (1) and (2) of section 16 of the Land Registration (Scotland) Act 1979 (omission of certain clauses in deeds) is to have effect in relation to the transfer—

(a) as if the transfer had been effected by deed, and

(b) as if the words “unless specially qualified” were omitted from each of those subsections.

(7) Where a person is entitled, in consequence of an FMI transfer scheme, to possession of a document relating in part to the title to land or other property in Northern Ireland or to the management of such land or other property—

(a) the scheme may provide for that person to be treated as having given another person an acknowledgement in writing of the right of that other person to production of the document and to delivery of copies of it, and

(b) section 9 of the Conveyancing Act 1881 is to have effect accordingly, and on the basis that the acknowledgement does not contain an expression of contrary intention.

(8) In this paragraph references to a transfer in accordance with an FMI transfer scheme include references to the creation in accordance with such a scheme of an interest, right or liability.

Effect of scheme

7

(1) In relation to each provision of an FMI transfer scheme for the transfer of property, rights or liabilities, or for the creation of interests, rights or liabilities—

(a) the property, interests, rights or liabilities become by virtue of this Schedule the property, interests, rights or liabilities of the transferee at the time appointed by the court for the purposes of paragraph 4(4), and

(b) the provisions of that scheme in relation to that property, or those interests, rights or liabilities, have effect from that time.

(2) In this paragraph “the transferee” means—

(a) in relation to property, rights or liabilities transferred by an FMI transfer scheme, the new company;

(b) in relation to interests, rights or liabilities created by such a scheme, the person in whose favour, or in relation to whom, they are created.

Subsequent modification of scheme

8

(1) The Bank of England may by notice to the old company and the new company modify an FMI transfer scheme after it has taken effect, but only modifications to which both the old company and the new company have consented may be made.

(2) The notice must specify the time at which it is to take effect (the “modification time”).

(3) Where a notice is issued under this paragraph in relation to an FMI transfer scheme, as from the modification time, the scheme is for all purposes to be treated as having taken effect, at the time appointed for the purposes of paragraph 4(4), with the modifications made by the notice.

(4) Those modifications may make—

(a) any provision that could have been included in the scheme when it took effect at the time appointed for the purposes of paragraph 4(4), and

(aa) transitional provision in connection with provision falling within paragraph (a).

(5) In deciding whether to modify an FMI transfer scheme, the Bank of England must have regard, in particular, to—

(a) the public interest, and

(b) any effect that the modification is likely to have on the interests of third parties.

(6) Before modifying an FMI transfer scheme that has taken effect, the Bank of England must consult the Treasury.

(7) The old company and the new company each have a duty to provide the Bank of England with all information and other assistance that the Bank may reasonably require for the purposes of, or in connection with, the exercise of the powers conferred on it by this paragraph.

Provision relating to foreign property

9

(1) An FMI transfer scheme may contain provision about—

(a) the transfer of foreign property, right and liabilities, and

(b) the creation of foreign property, rights and liabilities.

(2) For this purpose property, or a right, interest or liability, is “foreign” if an issue relating to it arising in any proceedings would (in accordance with the rules of private international law) be determined under the law of a country or territory outside the United Kingdom.

Application of Schedule to transfers to subsidiaries

10

Where a proposed transfer falling within subsection (5) of section 115 is a transfer of the kind mentioned in subsection (6)(a) of that section, this Schedule has effect in relation to the transfer as if—

(a) paragraph 4(1)(a) were omitted, and

(b) in paragraph 4(6), for the words from “both” onwards there were substituted “ the old company has consented may be made ”.

SCHEDULE 8

PART 1 — Amendments of Financial Services and Markets Act 2000

1

Part 16A of FSMA 2000 (consumer protection and competition) is amended as follows.

2

Omit section 234H (power of FCA to make request to Office of Fair Trading).

3

After section 234H insert—

(234I) (1) The functions to which this subsection applies (“the concurrent functions”) are to be concurrent functions of the FCA and the Competition and Markets Authority (referred to in this Part as “the CMA”). (2) Subsection (1) applies to the functions of the CMA under Part 4 of the Enterprise Act 2002 (market investigations), so far as those functions— (a) are exercisable by the CMA Board (within the meaning of Schedule 4 to the Enterprise and Regulatory Reform Act 2013), and (b) relate to the provision of financial services. (3) But subsection (1) does not apply to functions under the following sections of the Enterprise Act 2002— - section 166 (duty to maintain register of undertakings and orders); - section 171 (duty to publish guidance). (4) So far as is necessary for the purposes of, or in connection with, subsections (1) and (2)— (a) references in Part 4 of the Enterprise Act 2002 to the CMA (including references in provisions of that Act applied by that Part) are to be read as including references to the FCA, and (b) references in that Part to section 5 of that Act are to be read as including references to section 234M of this Act. (5) But subsection (4) does not apply— (a) in relation to section 166 or 171 of that Act, or (b) where the context otherwise requires. (6) Section 130A of the Enterprise Act 2002 has effect in relation to the FCA by virtue of subsections (1) and (2) as if— (a) in subsection (2)(a) of that section, the reference to the acquisition or supply of goods or services of one or more than one description in the United Kingdom were a reference to the acquisition or provision in the United Kingdom of financial services, and (b) in subsection (2)(b) of that section, the reference to the extent to which steps can and should be taken were a reference to the extent to which steps that might include steps under Part 4 of that Act can and should be taken. (7) Before the CMA or the FCA first exercises any of the concurrent functions in relation to any matter, it must consult the other. (8) Neither the CMA nor the FCA may exercise any of the concurrent functions in relation to any matter if any of those functions have been exercised in relation to that matter by the other. (234J) (1) The functions to which this subsection applies are to be concurrent functions of the FCA and the CMA. (2) Subsection (1) applies to the functions of the CMA under the provisions of Part 1 of the Competition Act 1998, so far as relating to any of the following that relate to the provision of financial services— (a) agreements, decisions or concerted practices of the kind mentioned in section 2(1) of that Act, (b) conduct of the kind mentioned in section 18(1) of that Act, (c) agreements, decisions or concerted practices of the kind mentioned in Article 101(1) of the Treaty on the Functioning of the European Union, and (d) conduct which amounts to abuse of the kind mentioned in Article 102 of the Treaty on the Functioning of the European Union. (3) But subsection (1) does not apply to functions under the following provisions of that Act— - section 31D(1) to (6) (duty to publish guidance); - section 38(1) to (6) (duty to publish guidance about penalties); - section 40B(1) to (4) (duty to publish statement of policy on penalties); - section 51 (rules). (4) So far as necessary for the purposes of, or in connection with, the provisions of subsections (1) and (2), references to the CMA in Part 1 of the Competition Act 1998 are to be read as including references to the FCA. (5) But subsection (4) does not apply— (a) in relation to sections 31D(1) to (6), 38(1) to (6), 40B(1) to (4), 51, 52(6) and (8) and 54 of that Act, or (b) where the context otherwise requires. (234K) (1) Before exercising a power listed in subsection (3), the FCA must consider whether it would be more appropriate to proceed under the Competition Act 1998. (2) The FCA must not exercise such a power if it considers that it would be more appropriate to proceed under the Competition Act 1998. (3) Those powers are— (a) the power under section 55J(2) to vary or cancel a Part 4A permission; (b) the power under section 55L to impose a requirement on an authorised person with a Part 4A permission, or to vary a requirement imposed under that section; (c) the power to take action under section 88E; (d) the power to take action under section 89U; (e) the power to give a direction under section 192C; (f) the power to impose a requirement under section 196. (234L) (1) For the purpose of assisting a CMA group in carrying out a relevant investigation, the FCA must give the CMA group— (a) any relevant information which the FCA has in its possession, and (b) any other assistance which the CMA group may reasonably require in relation to any matters falling within the scope of the investigation. (2) A “relevant investigation” is an investigation carried out on a reference made by the FCA under section 131 of the Enterprise Act 2002 by virtue of section 234I. (3) “Relevant information”, in relation to a relevant investigation, is information— (a) which relates to matters falling within the scope of the investigation, and (b) which— (i) is requested by the CMA group for the purpose of the investigation, or (ii) in the FCA's opinion, it would be appropriate to give to the CMA group for that purpose. (4) A CMA group, in carrying out a relevant investigation, must take into account any information given to it under this section. (5) In this section “CMA group” has the same meaning as in Schedule 4 to the Enterprise and Regulatory Reform Act 2013. (234M) (1) For the purpose of the functions conferred on it by sections 234I to 234L the FCA is to have the function of keeping under review the market for financial services. (2) The function conferred by subsection (1) is to be carried out with a view to (among other things) ensuring that the FCA has sufficient information to take informed decisions and to carry out its other functions effectively. (234N) (1) Section 1B (the FCA's general duties) does not apply in relation to anything done by the FCA in the carrying out of its functions by virtue of sections 234I to 234L. (2) But in the carrying out of any functions by virtue of sections 234I to 234L, the FCA may have regard to any of the matters in respect of which a duty is imposed by section 1B if it is a matter to which the CMA is entitled to have regard in the carrying out of those functions. (234O) (1) If any question arises as to whether, by virtue of section 234I or 234J, any functions fall to be, or are capable of being, carried out by the FCA in relation to any particular case, that question is to be referred to, and determined by, the Treasury. (2) No objection is to be taken to anything done under the Competition Act 1998 or Part 4 of the Enterprise Act 2002 by or in relation to the FCA on the ground that it should have been done by or in relation to the CMA.

4

In section 3I of FSMA 2000 (power of PRA to require FCA to refrain from specified action), in subsection (3)(a), after “55I” insert “ , a power conferred on it by sections 234I to 234M ”.

5

In section 348 of FSMA 2000 (restrictions on disclosure of confidential information by FCA, PRA etc), after subsection (6) insert—

(7) Nothing in this section applies to information received by a primary recipient for the purposes of, or in the discharge of, any functions of the FCA under the Competition Act 1998 or the Enterprise Act 2002 by virtue of Part 16A of this Act. (For provision about the disclosure of such information, see Part 9 of the Enterprise Act 2002.)

6

In section 354A of FSMA 2000 (FCA's duty to co-operate with others), after subsection (2) insert—

(2A) Subsection (1) does not apply in relation to the Competition and Markets Authority in a case where the FCA has made a reference under section 131 of the Enterprise Act 2002 as a result of section 234I (but see section 234L).

7

(1) Schedule 1ZA to FSMA 2000 (the Financial Conduct Authority) is amended as follows.

(2) In paragraph 8 (arrangements for discharging functions), after sub-paragraph (4) insert—

(5) In respect of the exercise of a function under Part 1 of the Competition Act 1998, the power in sub-paragraph (1) is subject to provision in rules made under section 51 of that Act by virtue of paragraph 1A of Schedule 9 to that Act.

(3) In paragraph 23 (fees), after sub-paragraph (2) insert—

(2A) The functions referred to in sub-paragraph (1)(a) include functions of the FCA under the Competition Act 1998 or the Enterprise Act 2002 as a result of Part 16A of this Act; but this sub-paragraph is not to be regarded as limiting the effect of the definition of “functions” in paragraph 1.

PART 2 — Amendments of other legislation

Company Directors Disqualification Act 1986

8

In section 9E of the Company Directors Disqualification Act 1986 (interpretation of sections 9A to 9D), in subsection (2), after paragraph (g) insert—

(h) the Financial Conduct Authority.

Competition Act 1998

9

In section 54 of the Competition Act 1998 (regulators), in subsection (1), after paragraph (i) insert—

(j) the Financial Conduct Authority.

Enterprise Act 2002

10

(1) Section 136 of the Enterprise Act 2002 (investigations and reports on market investigation references) is amended as follows.

(2) In subsection (7), after paragraph (e) insert—

(ea) in relation to the Financial Conduct Authority, section 234I of the Financial Services and Markets Act 2000;

(3) In subsection (8), after “the Office of Rail Regulation,” insert “ the Financial Conduct Authority, ”.

Enterprise and Regulatory Reform Act 2013

11

In section 52(4) of the Enterprise and Regulatory Reform Act 2013 (power to remove concurrent competition functions of sectoral regulators), after paragraph (g) insert—

(h) the Financial Conduct Authority.

12

In Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (the Competition and Markets Authority), in paragraph 16 (concurrency report), at the end of sub-paragraph (7) insert—

(i) the Financial Conduct Authority.

SCHEDULE 9

Introductory

1

The Building Societies Act 1986 is amended as follows.

Exclusion of small business deposits from funding limit

2

(1) Section 7 (the funding limit) is amended as follows.

(2) In subsection (3), omit the “and” at the end of paragraph (a) and after that paragraph insert—

(aa) subject to subsection (3A), the principal of, and interest accrued on, sums deposited with the society or any subsidiary undertaking of the society by a small business (see subsection (10));

(3) After subsection (3) insert—

(3A) In respect of any day by reference to which the value of X falls to be calculated for the purposes of subsection (1) in relation to the society, the total amount to be disregarded under subsection (3)(aa) may not exceed 10% of the amount that would, in the absence of subsection (3)(aa), be the value of X on that day.

(4) After subsection (6) insert—

(6ZA) Where a person declares that the person is a small business, the person shall, unless the contrary is shown, be conclusively presumed for the purposes of this section to be a small business.

(5) After subsection (9) insert—

(10) In this section “small business” means any person (other than an individual acting as a sole trader) carrying on a business which had a turnover in the relevant financial year of less than £1,000,000. (11) For the purposes of subsection (10)— (a) the “relevant financial year”, in relation to any day by reference to which the value of X falls to be calculated for the purposes of subsection (1) in relation to a building society, means the last financial year ending before that day; (b) “turnover”, in relation to a small business, means the amount derived from the provision of goods and services falling within the business's ordinary activities, after deduction of trade discounts, value added tax and any other taxes based on the amounts so derived; (c) in respect of any relevant financial year, the reference to £1,000,000 includes the equivalent amount in any other currency, calculated as at the last day of that year. (12) The Treasury may, by order made by statutory instrument, amend the figure for the time being specified in subsections (10) and (11)(c). (13) A statutory instrument containing an order under subsection (12) is subject to annulment in pursuance of a resolution of either House of Parliament.

3

(1) In article 3 of the Building Societies Act 1986 (Substitution of Specified Amounts and Modification of the Funding Limits Calculation) Order 2007 (S.I. 2007/860), in paragraph 3, for “the modification required by this article” substitute “ the modifications required by this article and by section 7(3)(aa) ”.

(2) The amendment by this paragraph of a provision contained in subordinate legislation is without prejudice to any power to amend that provision by subordinate legislation.

Ability to create floating charges

4

(1) Omit section 9B (restriction on creation of floating charges).

(2) In Schedule 15A (application of other companies insolvency legislation to building societies), omit the following paragraphs—

(a) paragraph 18 (which modifies section 15 of the Insolvency Act 1986);

(b) paragraph 20 (which modifies section 19 of that Act);

(d) paragraph 42 (which modifies Article 31 of that Order).

(3) In consequence of the amendment made by sub-paragraph (1)—

(a) in section 1(1A)(b), for “, 9A and 9B” substitute “ and 9A ”;

(b) in the Building Societies Act 1997, omit section 11;

(c) sections 8 and 9A of the Building Societies Act 1986 (restrictions on raising funds and borrowing and on transactions involving derivative instruments etc);

;

(d) in section 251 of the Banking Act 2009, omit subsection (7);

(e) in the Financial Services Act 2012, omit section 55.

Annual business statements

5

(1) Section 74 (duty of directors to prepare annual business statement) is amended as follows.

(2) In subsection (4), omit the words from “and other officers” to “them”.

(3) In subsection (8), omit “or other officer”.

Summary financial statements

6

(1) Section 76 (summary financial statement for members and depositors) is amended as follows.

(2) After subsection (8A) insert—

(8AA) The society shall also— (a) publish the summary financial statement and (where applicable) the auditor's report on a web site, and (b) ensure that the statement and (where applicable) the report may be accessed on the web site until the publication of the next summary financial statement.

(3) After subsection (8D) insert—

(8E) If, at any time during the period beginning with the publication of the summary financial statement and ending with the publication of the next summary financial statement, an individual for the first time subscribes for shares in the society, the society shall at that time notify the individual of the information in subsection (8C)(c)(i) to (iii). (8F) In a case where subsection (8E) applies, the society is not required under section 115B (right to hard copy version) to send the individual a version of the summary financial statement or (where applicable) the auditor's report in hard copy form (within the meaning of that section).

(4) Omit subsections (9) to (9E).

(5) In subsection (11), for “subsection (9)” substitute “ subsection (8AA) or (8E) ”.

7

In consequence of the amendments made by paragraph 6—

(a) in section 78(6), for “subsections (8) and (9) of section 76 extend” substitute “ subsection (8) of section 76 extends ”;

(b) in paragraphs 7(3) and 8(3) of Schedule 2, omit “the summary financial statement,”.

8

(1) Section 100 (regulated terms etc: distributions and share rights) is amended as follows.

(2) For subsection (8) substitute—

(8) The terms of a transfer of a society's business may confer a right to acquire shares in the successor on a member of the society only if the member— (a) held shares in the society throughout the period of two years ending with the qualifying day, or (b) on that day, holds deferred shares in the society that are of a class described in the transfer agreement; and it is unlawful for any right in relation to shares to be conferred in contravention of this subsection.

(3) In subsection (9), for the words from “who” to “and” substitute

who— (a) held shares in the society throughout the period of two years ending with the qualifying day, or (b) on that day, hold deferred shares in the society that are of a class described in the transfer agreement; and

Methods of communicating with members etc

9

After section 115 insert—

(115A) (1) For the purposes of this Act, a person is to be taken to have agreed with a building society to access a document, information or facility on a web site if— (a) the person has been asked individually by the society to agree to access documents, information or facilities generally, or documents, information or facilities of the description in question, on a web site, and (b) the society has not received a response within the period of 28 days beginning with the date on which the society's request was received. This is subject to subsections (2) to (4). (2) A person is not to be taken to have so agreed if the society's request— (a) did not state clearly what the effect of a failure to respond would be, or (b) was sent less than 12 months after a previous request made to the person for the purposes of this section in respect of the same or a similar description of document, information or facility. (3) A person who is taken to have made an agreement by virtue of subsection (1) may revoke the agreement. (4) Subsection (1) does not apply in relation to the following documents— (a) a statement required to be sent to members by paragraph 1(1) of Schedule 16 (statements in connection with proposed mergers); (b) a merger statement (within the meaning of Part 2 of that Schedule) required to be sent to members by paragraph 3 of that Schedule; (c) a transfer statement or transfer summary (within the meaning of Part 1 of Schedule 17) required to be sent to members by paragraph 4(1) or (2) of that Schedule; (d) a transfer proposal notification (within the meaning of Part 1A of Schedule 17) required to be sent to members by paragraph 5B(1) of that Schedule. (115B) (1) Where a person has received a document or information from a building society otherwise than in hard copy form, the person is entitled to require the society to send the person a version of the document or information in hard copy form. (2) The society must send the document or information in hard copy form within 21 days of receipt of the request from the person. (3) The society may not make a charge for providing the document or information in that form. (4) Subsection (1) does not apply if the recipient of the document or information is the FCA or the PRA. (5) A building society that fails to comply with this section is to be treated as having contravened rules made under section 137A of the Financial Services and Markets Act 2000. (6) For the purposes of this section a person is treated as receiving a document or information from a building society if— (a) the society is required by this Act to send the document or information to the person, and (b) the requirement to send it is treated as satisfied. (7) For the purposes of this section— (a) a document or information is sent or supplied in hard copy form if it is sent or supplied in a paper copy or similar form capable of being read, and (b) a document or information can be read only if it can be read with the naked eye, or (to the extent that it consists of images) it can be seen with the naked eye. (115C) (1) A document or information that is sent or supplied by a building society otherwise than in hard copy form or electronically or by means of a web site is validly sent or supplied if it is sent or supplied in a form or manner that has been agreed by the intended recipient. (2) For the purposes of this section “hard copy form” is to be read in accordance with section 115B(7).

10

In the following provisions, omit “, in a manner agreed between him and the society,”—

section 60(7B)(c),

section 61(7D)(c),

section 68(6B)(c),

section 69(15B)(c),

section 76(8C)(c).

11

In section 81(3B)(c), omit “, in a manner agreed for the purpose between him and the society,”.

12

(1) Schedule 2 is amended as follows.

(2) In paragraph 20A(1B)(c), omit “, in a manner agreed between him and the society,”.

(3) In paragraphs 22B(2)(c) and 33(5C)(c), omit “, in a manner agreed between him and the society for that purpose,”.

(4) In paragraph 24(1B)(b), omit “in a manner agreed between the society and that member,”.

(5) In paragraph 32(2D)(c), omit “, in a manner agreed between the society and the member,”.

(6) In paragraph 33A(9)(c), omit “, in a manner agreed for the purpose between him and the society”.

13

In paragraphs 3(2B)(c) and 9(2B)(c) of Schedule 8A, omit “in a manner agreed between the society and that person,”.

14

(1) Schedule 11 is amended as follows.

(2) In paragraph 4(9C)(c), omit “, in a manner agreed between him and the society,”.

(3) In paragraph 7(7C)(c), for “in a manner agreed between the society and that person, he” substitute “ the person ”.

(4) In paragraph 8(3B)(c), omit “, in a manner agreed between him and the society for the purpose,”.

Financial year

15

(1) Section 117 (financial year of building societies) is amended as follows.

(2) For subsection (1) substitute—

(1) A building society's financial years (apart from its final financial year) are determined according to its year-end date in each calendar year. For provision about a building society's final financial year, see subsection (1G). (1A) The year-end date of a building society established before 25th August 1894 is— (a) the date up to which, as at 1st January 1987, the accounts of the society were annually made up, or (b) if the society has, at any time before the day on which subsection (1) comes into force (“the relevant day”), altered its financial year in exercise of a power within subsection (1B), 31st December. (1B) The powers referred to in subsection (1A)(b) are— (a) the power conferred by section 70(2) of the Building Societies Act 1960, (b) the power conferred by section 128(2) of the Building Societies Act 1962, and (c) the power conferred by subsection (3) of this section (as it had effect immediately before the relevant day). (1C) The year-end date of a building society established on or after 25th August 1894 and before the relevant day is 31st December. (1D) The year-end date of a building society established on or after the relevant day is the last day of the month in which the anniversary of its establishment falls. (1E) The financial year of a building society established before the relevant day is the period of 12 months ending with the year-end date of the society (but see subsection (1G)). (1F) In the case of a building society established on or after the relevant day— (a) the initial financial year of the society shall be the period of more than 6 months, but not more than 18 months, beginning with the date of its establishment and ending with its year-end date, and (b) its subsequent financial years are successive periods of 12 months beginning immediately after the end of the previous financial year and ending with its year-end date (but see subsection (1G)). (1G) The final financial year of a building society is a period of less than 12 months that begins immediately after the end of the previous financial year and ends with the date as at which the society makes up its final accounts. (1H) This section has effect subject to section 117A (alteration of financial year).

(3) Omit subsections (2) and (3).

16

After section 117 insert—

(117A) (1) A building society may by notice given to the FCA specify a new year-end date. (2) A notice given under subsection (1) has effect in relation to— (a) the financial year in which the notice is given (“the current financial year”), and (b) subsequent financial years. (3) The notice must state whether the current financial year— (a) is to be shortened, so as to come to an end on the first occasion on which the new year-end date falls or fell after the beginning of the current financial year, or (b) is to be extended, so as to come to an end on the second occasion on which that date falls or fell after the beginning of the current financial year. (4) A notice extending a building society's financial year is not effective if given less than 5 years after the end of an earlier financial year of the society that was extended under this section. (5) A financial year of a building society may not be extended so as to exceed 18 months and a notice under subsection (1) is ineffective if the current financial year as extended in accordance with the notice would exceed that limit.

17

In Schedule 20 (transitional and saving provisions), omit paragraph 16 (existing financial years).

18

The amendments made by paragraphs 15 to 17 have effect in relation to financial years beginning on or after the day on which those amendments come into force.

SCHEDULE 10

Companies Act 1985

1

In Schedule 15D to the Companies Act 1985 (disclosures), omit paragraph 29.

Financial Services and Markets Act 2000

2

In section 376 of FSMA 2000 (continuation of contracts of long-term insurance where insurer in liquidation), in subsection (11B), for “PRA-authorised” substitute “ PRA-regulated ”.

3

(1) Part 25 of FSMA 2000 (injunctions and restitution) is amended as follows.

(2) In section 380 (injunctions), in subsection (6)(a), omit the “or” at the end of sub-paragraph (ii) and after sub-paragraph (iii) insert

or (iv) which is imposed by Part 7 of the Financial Services Act 2012 (offences relating to financial services) and whose contravention constitutes an offence under that Part;

(3) In section 382 (restitution orders), in subsection (9)(a), omit the “or” at the end of sub-paragraph (ii) and after sub-paragraph (iii) insert

or (iv) which is imposed by Part 7 of the Financial Services Act 2012 (offences relating to financial services) and whose contravention constitutes an offence under that Part;

(4) In section 384 (power of FCA or PRA to require restitution), in subsection (7), omit the “and” at the end of paragraph (b) and after paragraph (c) insert

or (d) a requirement which is imposed by Part 7 of the Financial Services Act 2012 (offences relating to financial services) and whose contravention constitutes an offence under that Part.

4

(1) In Schedule 1ZA to FSMA 2000 (the Financial Conduct Authority), paragraph 20 (penalties) is amended as follows.

(2) In sub-paragraph (3)(b), after “this Act” insert “ or under a provision mentioned in sub-paragraph (4A) ”.

(3) In sub-paragraph (4), after paragraph (c) insert—

(ca) its powers under the relevant competition provisions (as applied by Part 16A of this Act),

(4) After sub-paragraph (4) insert—

(4A) The relevant competition provisions” are— (a) section 31E of the Competition Act 1998 (enforcement of commitments); (b) section 34 of that Act (enforcement of directions); (c) section 36 of that Act (penalties); (d) section 40A of that Act (penalties: failure to comply with requirements); (e) section 174A of the Enterprise Act 2002 (penalties).

(5) In sub-paragraph (5)—

(a) in paragraph (a), for “FSMA 2000” substitute “ this Act ”,

(b) in paragraph (b), for “that Act” substitute “ this Act ”,

(d) after paragraph (c) insert—

(ca) offences under Part 1 of the Competition Act 1998, (cb) offences under Part 4 of the Enterprise Act 2002,

5

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