Prudential sourcebook for Banks, Building Societies and Investment Firms Chapter roup risk consolidation
BIPRU : roup risk Section.3 : Scope and basic consolidation.3 Scope and basic consolidation requirements for non-eea subgroups.3.1 R Main consolidation rule for non-eea sub-groups... (1) A BIPRU firm that is a subsidiary undertaking of a BIPRU firm or of a financial holding company or of a mixed financial holding company must apply the requirements laid down in ENPRU 1.2 (Adequacy of financial resources) and the main BIPRU firm Pillar 1 rules (but not the base capital resources requirement) on a sub-consolidated basis if the BIPRU firm, or the parent undertaking where it is a financial holding company or a mixed financial holding company, have a third country investment services undertaking as a subsidiary undertaking or hold a participation in such an undertaking. (2) (1) only applies if the appropriate regulator is required by the Banking Consolidation Directive or the Capital Adequacy Directive to supervise the group established under (1) under Article 73(2) of the Banking Consolidation Directive (Non-EEA sub-groups)..3.2 R Further to BIPRU.3.1 R, a firm that is a member of a non-eea sub-group must at all times ensure that the consolidated capital resources of that non- EEA sub-group are equal to or exceed its consolidated capital resources requirement..3.3 The base capital resources requirement does not apply on a consolidated basis..3.4 The sub-group identified in BIPRU.3.1 R is called a non-eea sub-group..3.5 How to identify a non-eea sub-group....3.6 The remainder of this section sets out a process for identifying a non-eea sub-group in straightforward cases..3.7 A firm will not be a member of a non-eea sub-group unless it is also a member of a UK consolidation group. So the first step is to identify each BIPRU /2 www.handbook.fca.org.uk Release 34 Dec 201
BIPRU : roup risk Section.3 : Scope and basic consolidation undertaking in the firm's UK consolidation group that satisfies the following conditions: (1) it isa CAD investment firm, financial institution or asset management company whose head office is outside the EEA (a third country investment services undertaking); (2) one of the following applies: (a) it is a subsidiary undertaking of a BIPRU firm in that UK consolidation group; or (b) a BIPRU firm in that UK consolidation group holds a participation in it; and (3) that BIPRU firm is not a parent institution in a Member State..3. The sub-group of the BIPRU firm identified in BIPRU.3.7 (2)(a) or BIPRU.3.7 (2)(b) is a potential non-eea sub-group..3.9 If more than one BIPRU firm is a direct or indirect parent undertaking in accordance with BIPRU.3.7 (2)(a) then the sub-groups of each of them are all potential non-eea sub-groups..3.10 Similarly if there is more than one BIPRU firm that holds a participation in the third country investment services undertaking in accordance with BIPRU.3.7 (2)(b) then the sub-group of each such BIPRU firm is a potential non-eea sub-group..3.11 The effect of BIPRU.3.7 (3) is that a non-eea sub-group cannot be headed by a parent institution in a Member State..3.12 The firm should then identify each undertaking in the firm's UK consolidation group that satisfies the following conditions: (1) it isa CAD investment firm, financial institution or asset management company whose head office is outside the EEA (a third country investment services undertaking); (2) one of the following applies: (a) it is a subsidiary undertaking of a financial holding company in that UK consolidation group; or (b) a financial holding company in that UK consolidation group holds a participation in it; (3) the head office of that financial holding company is in the United Kingdom; and (4) that financial holding company has a subsidiary undertaking that is a BIPRU firm. Release 34 Dec 201 www.handbook.fca.org.uk BIPRU /3
BIPRU : roup risk Section.3 : Scope and basic consolidation.3.13 The sub-group of the financial holding company identified in BIPRU.3.12 (2)(a) or BIPRU.3.12 (2)(b) is a potential non-eea sub-group..3.14 The financial holding company identified in BIPRU.3.12 may be a parent financial holding company in a Member State..3.15 If more than one financial holding company is a direct or indirect parent undertaking in accordance with BIPRU.3.12 (2)(a) then the sub-groups of each of them are all potential non-eea sub-groups..3.16 Similarly if there is more than one financial holding company that holds a participation in the third country investment services undertaking in accordance with BIPRU.3.12 (2)(b) then the sub-group of each such financial holding company is a potential non-eea sub-group..3.17 The firm should apply the process in BIPRU.3.12 to a third country investment services undertaking even though it may be also be part of a potential non-eea sub-group under BIPRU.3.7..3.1 Having identified potential non-eea sub-groups for each third country investment services undertaking in its UK consolidation group the firm should then eliminate overlapping potential non-eea sub-groups in the following way. If: (1) one potential non-eea sub-group is contained within a wider potential non-eea sub-group; and (2) the third country investment services undertaking in the two potential non-eea sub-groups are the same; then the smaller potential non-eea sub-group is eliminated..3.19 If there is a chain of three or more potential non-eea sub-groups, each with the same third country investment services undertaking, the elimination process may remove all but the highest..3.20 Each remaining potential non-eea sub-group is a non-eea sub-group, even though it may be part of a wider non-eea sub-group..3.21.3.22 If a UK consolidation group is headed by a parent financial holding company in a Member State the result of the elimination process may be that a firm's UK consolidation group contains only onenon-eea sub-group and that the non-eea sub-group is the same as the UK consolidation group. In theory that means that there are two sets of consolidation requirements, one in relation to the UK consolidation group and one in relation to the non-eea subgroup. However as the UK consolidation group and the non-eea sub-group BIPRU /4 www.handbook.fca.org.uk Release 34 Dec 201
BIPRU : roup risk Section.3 : Scope and basic consolidation are the same, in practice this means that the additional non-eea sub-group consolidation disappears..3.23 Even where the requirements for a non-eea sub-group are absorbed into those for the UK consolidation group a firm should still make clear in its regulatory reporting that the consolidation figures relate to a UK consolidation group and a non-eea sub-group and that they both contain the same members..3.24 The examples in this section have so far assumed that the only EEA State involved is the United Kingdom. If a potential non-eea sub-group that would otherwise be regulated by the appropriate regulator contains a potential non-eea sub-group in another EEA State then the United Kingdom one is eliminated if the third country investment services undertaking in the UK potential non-eea sub-group and the potential non-eea sub-group in the other EEA State are the same. The intention here is that the EEA competent authority closest to the third country investment services undertaking should be responsible for the non-eea sub-group subconsolidation. Example 6 in BIPRU Annex 3 (Examples of how to identify a non-eea sub-group) illustrates this situation. Release 34 Dec 201 www.handbook.fca.org.uk BIPRU /5