Executive and non-executive limitations

If you're a 'significant SYSC firm', follow these guidelines related to executive and non-executive directorships. You may need to apply to us for a modification.

Significant SYSC firms

Since the Investment Firm Prudential Regime (IFPR) came into force, we've replaced the term ‘significant IFPRU firm’ with ‘significant SYSC firm’.

Your firm will be a significant SYSC firm if at any time it exceeds one of these thresholds:



Total assets


Total liabilities


Annual fees and commission income


Client money


Client assets


When to apply for a modification

If you're a significant SYSC firm, there are limitations on the number of directorships that members of your board can hold.

Directors should not hold more than one of the following combination of directorships (including non-financial services directorships):

(a) 1 executive directorship with 2 non-executive directorships
(b) 4 non-executive directorships

These limits are set out in our Handbook (see SYSC 4.3A.6R).

If a director at your firm wants to hold an additional executive or non-executive directorship beyond these limits, they will need to apply for a modification of SYSC 4.3.A.6R.

When submitting your application

You'll need to submit your application through Connect. Follow our guidance on how to apply for a modification.

Please provide supporting information that describes:

  • other roles (non-executive and executive roles, but not limited to directorships) held by the individual that is applying
  • the nature, size and complexity of each firm where the individual currently has a role
  • the record of Committee/Board attendance and role in each firm where the individual currently has a role
  • conflicts of interest (if any) between the individual's directorships
  • the time allocated to each firm – the contractual position and the reality/actual position, both current and in times of increased firm stress
  • the number of working days across all roles, excluding weekends, bank holidays and annual leave
  • what synergies, if any, there are between the respective roles

This list is not exhaustive and you should submit any information you feel is relevant to your application, bearing in mind the statutory test we will apply (see section 138A of the Financial Services and Markets Act).

Page updates

: Information added Updated to include Executive directorships
: Editorial amendment Updates to page features for website refresh.
: Information changed Reflecting the IFPR coming into force on 1 January 2022
: Information added Investment Firms Prudential Regime (IFPR)