Waivers: NED limitations

Since 1 July 2014, there are limitations on the number of directorships that members of the board of a firm deemed 'significant' may hold.

We have deemed that a firm is a significant IFPRU firm if at any time it exceeds one of the thresholds below, which only apply to IFPRU firms:

(The Prudential Regulation Authority has its own thresholds for deeming a firm significant)



Total assets

£530 million

Total liabilities

£380 million

Annual fees and commission income

£160 million

Client money

£425 million

Client assets

£7.8 billion

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

(a) one executive directorship with 2 non-executive directorships;
(b) 4 non-executive directorships.

These limits are set out at SYSC 4.3.A.6R. Directors wishing to hold one additional non-executive directorship beyond the above limits will need to apply for a modification of SYSC 4.3.A.6R.

In submitting a modification application the information supporting the application should include a description of the following:

  • other roles (non-executive and executive roles, but not limited to directorships) held by the individual to which the application relates
  • nature, size and complexity of each firm where the individual currently has a role
  • 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
  • time allocated to each firm - the contractual position and the reality/actual position, both current and in times of increased firm stress
  • number of working days excluding weekends, bank holidays and annual leave
  • whether there are synergies between roles


Please note that on 1 January 2022 a new prudential regime for UK investment firms authorised under MIFID (the Investment Firm Prudential Regime (IFPR)) will come into force.

This means: 

  • the majority of existing waivers and modifications to prudential rules in the FCA handbook will no longer apply
  • the majority of existing CRR permissions will no longer apply to FCA investment firms
  • the new rules contain transitional provisions that give some existing waivers and permissions status under the new regime − firms should consider the transitional provisions in the IFPR rules for more details
  • firms will need to consider applying for permissions, or rule waivers and modifications, of rules in the new sourcebook (MIFIDPRU)

Find out more about IFPR.

Page updates

27/07/2021: Information added Investment Firms Prudential Regime (IFPR)