We apply the principles of the Senior Managers Regime to strengthen accountability, transparency and governance across the FCA. We explain how responsibilities are allocated across our senior leadership team.
1. Introduction
Foreword from the Chair, Ashley Alder
Parliament has given the Financial Conduct Authority (FCA) responsibility for ensuring that financial markets work well. We do this through our objectives of protecting consumers, protecting and enhancing the integrity of the UK financial system and promoting effective competition. Parliament has granted us significant powers to help us achieve these.
We also have statutory duties to ensure that our subsidiary, the Payment Systems Regulator[1] (PSR), is able to discharge its important functions effectively. The PSR is an independent subsidiary of the FCA, with its own statutory objectives and separate SM&CR documentation.
These responsibilities are supported by a robust framework of accountability and transparency. We are accountable to the Treasury and to Parliament with the Treasury Select Committee providing detailed, public scrutiny. We are open and accountable to the public through our Annual Report and our annual public meeting and examined and certified by the National Audit Office.
As part of our commitment to transparency, we publish minutes of our Board meetings. If people have concerns about action we have, or have not, taken then these can be considered by the independent Complaints Commissioner. This robust system of checks and balances ensures that we use our powers responsibly and exercise our role effectively.
We believe our senior management should meet standards of professional conduct as exacting as those we require from regulated firms.
The Senior Managers and Certification Regime was introduced for banking sector firms in 2016 and in 2021 it was extended to all firms authorised by the Financial Services and Markets Act. The Regime is designed to raise standards of governance, increase individual accountability and help restore consumer confidence in the financial services sector.
Society needs financial institutions that work effectively, innovatively and competitively, for today and the long term. This is essential for the health of the wider financial services industry and the interests of those who rely on it.
The Regime is a formal expression of the common sense, good governance practice that any organisation should meet. It was created against the backdrop of a clear and shared understanding that a culture of personal responsibility must be embedded within financial services, both for firms and regulators.
We are not formally subject to the Regime, but we uphold the highest professional values and our stakeholders, including Parliament and the Treasury Select Committee[2] rightly expect us to do so. In line with this, we apply the fundamental principles of the Regime to our senior staff.
We want to ensure clarity about how we are managed and governed. Embracing the principles of the Regime builds on our existing framework of accountability, will further bolster our transparency and reinforce the standards to which we hold ourselves.
This document provides an updated formal description of the core responsibilities of members of our Board, Executive Committees and those carrying out our Senior Management Functions.
The way we apply the Regime reflects our specific functions as a public authority and regulator, and so inevitably varies from that of a regulated firm.
For example, a number of Senior Management Functions and Prescribed Responsibilities that apply to firms do not apply to the FCA. Additionally, in a few cases, we have amended the wording of responsibilities to ensure they are relevant to the particular functions we have as a regulator.
This publication represents our commitment to individual accountability. By holding ourselves to the highest standards we reinforce our expectation that those who work in financial services do the same.
Together this will help us to fulfil the purpose for which we have been established – to ensure that UK markets work well for the benefit of all who use them.
Applying the Senior Managers Regime
We apply the core principles of the Senior Managers Regime to assign key responsibilities to the senior managers across the FCA. We also maintain Statements of Responsibilities for senior managers. This reflects our expectation that senior managers meet the same standards of professional conduct as those required in regulated firms and are accountable for functions they oversee.
As a statutory public authority, we have policy, supervisory and regulatory responsibilities. Some of our powers and duties can only be exercised by our Board.
Points to note
We apply the core principles of Management Responsibilities Maps and Statements of Responsibilities largely in line with the Senior Managers Regime. As a regulator rather than a regulated firm, we have made some adjustments. These mainly relate to Senior Management Functions (SMF) and Prescribed Responsibilities that apply to deposit-taking firms but not to us. In a small number of cases, we have amended the wording of responsibilities to reflect our role.
Shared services
The PSR is an independent subsidiary of the FCA, set up by statute. We must ensure that the PSR can always carry out its statutory functions. The FCA’s chief executive is ultimately responsible for this.
To support the PSR, we provide a range of shared services. These include office accommodation, IT, human resources, internal audit and finance services. We also provide staff to the PSR.
Delegation
Our governance and management framework allows us to delegate authority. However, the allocated Senior Manager retains ultimate and overall responsibility for the SMF, Prescribed Responsibility or Overall Responsibility assigned to them.
2. Allocation of responsibilities
The Senior Managers Regime sets out a number of SMFs, each with defined responsibilities. The Prudential Regulation Authority (PRA) and the FCA also define Prescribed Responsibilities and allow for a set of Overall Responsibilities that must be allocated appropriately to a Senior Manager carrying out a SMF.
Figure 1 shows the FCA’s allocated SMFs, Prescribed Responsibilities and Overall Responsibilities. The following sections provide further detail. This reflects the FCA’s full management structure, comprising all senior individuals who report to the chair or chief executive.
Figure 1: FCA management responsibility map
Senior Management Function
Prescribed responsibilities
Overall responsibilities
2.1. Senior Management Functions
Senior Management Function (SMF)
| Allocation – FCA role | Allocation - name | |
|---|---|---|---|
| SMF1 | Chief Executive Function | Chief executive | Nikhil Rathi |
| SMF2 | Chief Finance Function | Chief operating officer | Johan Sekora |
| SMF3 | Executive Director | Executive Board members | Nikhil Rathi |
| SMF4 | Chief Risk Function | General counsel and chief risk officer | Stephen Braviner Roman |
| SMF5 | Head of Internal Audit | Chief internal auditor | Robin Jones |
| SMF6 | Head of Key Business Area [SMF6 has been used to reflect the nature of the FCA business areas while recognising they do not meet the quantitative criteria[5] that applies to firms] | Deputy chief executive Executive director of authorisations Executive director of enforcement & market integrity Executive director of enforcement & market integrity Executive director of markets Executive director of consumers, payments and competition Executive director, chief people officer and corporate governance | Sarah Pritchard Sheree Howard Therese Chambers Steve Smart Simon Walls David Geale Siobhan Sheridan |
| SMF7 | Group Entity Senior Manager | Not applicable | Not applicable |
| SMF8 | Credit Union SMF | Not applicable – the FCA does not have a role reflecting SMF8 | Not applicable |
| SMF9 | Chair | Chair | Ashley Alder |
| SMF10 | Chair of Risk Committee | Chair of the Risk Committee | Bryan Zhang |
| SMF11 | Chair of Audit Committee | Chair of the Audit Committee (AuditCo) | Sophie Hutcherson |
| SMF12 | Chair of Remuneration Committee | Chair of the People Committee (People Co) [As of 2022, Rem Co and Nom Co merged into one People Committee assuming all the responsibilities of its predecessors] | John Ball |
| SMF13 | Chair of Nominations Committee | Chair of the People Committee (People Co) | John Ball |
| SMF14 | Senior Independent Director | Senior independent director [The Senior Independent Director holds the role of Deputy Chair] | John Ball |
| SMF16 | Compliance Oversight | Not applicable - SMF16 applies to the person responsible for reporting to a firm’s Board about the firm’s compliance with the regulations and rules in the FCA and PRA Handbooks. This doesn’t apply to the FCA. However, the FCA has a compliance oversight function focusing on non-FSMA compliance and critical internal policies. | Not applicable |
| SMF17 | Money Laundering Reporting | Executive director of enforcement & market integrity | Steve Smart |
| SMF18 | Other Overall Responsibility function | Director of corporate governance Chair of the Regulatory Decisions Committee | Nisha Arora Alison Potter |
| SMF24 | Chief Operations Function | Chief operating officer Chief data, information and intelligence officer | Johan Sekora Jessica Rusu |
2.2. Prescribed Responsibilities
We have amended the wording of some Prescribed Responsibilities to reflect that the FCA is not a regulated firm. For example, we have replaced references to a firm with references to the FCA.
We have marked some Prescribed Responsibilities as not applicable where they do not apply to us. For example, we do not have a treasury function, we do not outsource our internal audit function, and we do not have a resolution and recovery plan as we are not a firm. However, we have extensive business continuity plans in place.
| Description of Prescribed Responsibility | Allocation – FCA role | Allocation - name | |
|---|---|---|---|
| A | Meeting our obligations under the senior management regime. | Chief executive | Nikhil Rathi |
| B | The firm’s performance of its obligations under the employee certification regime. | Not applicable | Not applicable |
| B-1 | The firm’s performance of its obligations for notifications under and training of the Conduct Rules. | Not applicable | Not applicable |
| C | Complying with the requirements of the regulatory system for the management responsibilities map. | Chief executive | Nikhil Rathi |
| D | (a) Our policies and procedures for countering the risk that we might be used to further financial crime (excluding our obligations for suspicions of money laundering). | Chief operating officer | Johan Sekora |
| (b) Our compliance with our obligations to report suspicions of money laundering under the Proceeds of Crime Act 2002. | Executive director of enforcement & market integrity | Steve Smart | |
| E | Allocating all prescribed responsibilities. | Chair | Ashley Alder |
| F | (a) Leading the development of; and (b) monitoring the effective implementation of policies and procedures for the induction, training and professional development of all members of our governing body. | Chair | Ashley Alder |
| G | Monitoring how effectively policies and procedures are implemented for inducting, training and professional development of all those performing designated senior management functions on the FCA’s behalf, other than members of the governing body.
| Executive director, chief people officer and corporate governance | Siobhan Sheridan |
| H | Overseeing the adoption of our culture in the FCA’s day-to-day management. | Chief executive | Nikhil Rathi |
| I | Leading the development of our culture by the governing body as a whole. | Chair | Ashley Alder |
| J | (a) Safeguarding independence of; and (b) oversight of the performance of the internal audit function. | Chair of Audit Committee | Sophie Hutcherson |
| K | (a) Safeguarding independence of; and (b) overseeing the performance of the compliance function. | Not applicable | Not applicable |
| L | (a) Safeguarding independence of; and (b) assuring FCA oversight of risk as it relates to the FCA oversight of the performance of our risk function. | Chair of the Risk Committee | Bryan Zhang |
| M | Overseeing the development of our remuneration policies and practices with specific focus on senior management. | Chair of the People Committee | John Ball |
| N | The FCA’s independence, autonomy and effectiveness of policies and procedures on internal whistleblowing. This includes procedures for protecting staff who raise concerns under this policy from detrimental treatment. | Chair of the Audit Committee | Sophie Hutcherson |
| O | Managing the allocation and maintenance of capital, funding and liquidity. | Chief operating officer | Johan Sekora |
| P | The firm’s treasury management functions. | Not applicable | Not applicable |
| Q | The production and integrity of our financial information. | Chief operating officer | Johan Sekora |
| R | Developing and maintaining the firm’s recovery plan and resolution packs, and for overseeing their internal governance processes. | Not applicable | Not applicable |
| S | Developing and maintaining the firm’s internal stress-tests and ensuring the accuracy and timeliness of information provided to the PRA and other regulatory bodies for stress-testing. | Not applicable | Not applicable |
| T | Developing and maintaining our business model by the governing body. | Chief executive | Nikhil Rathi |
| U | The firm’s performance of its obligations under Fitness and Propriety (in the PRA Rulebook) for its notified non-executive directors. | Not applicable | Not applicable |
| V | If the firm carries out proprietary trading, responsibility for the firm’s proprietary trading activities. | Not applicable | Not applicable |
| W | If the firm does not have an individual performing the Chief Risk function, overseeing and demonstrating that the risk management policies and procedures it has adopted under SYSC 7.1.2 R to SYSC 7.1.5 R satisfy the requirements of those rules and are consistently effective under SYSC 4.1.1R. | Not applicable | Not applicable |
| X | If the firm outsources its internal audit function, taking reasonable steps to ensure that every person involved in the performance of the service is independent from those who perform external audit, including: (a) Supervising and managing the work of outsourced internal auditors (b) Managing potential conflicts of interest between the provision of external audit and internal audit services. | Not applicable | Not applicable |
| Y | If the firm is a ring-fenced body, ensuring those aspects of the firm’s affairs for which a person is responsible comply with the ring-fencing requirements. | Not applicable | Not applicable |
| Z | Overall responsibility for the firm’s compliance with Client Assets Sourcebook (CASS). | Not applicable | Not applicable |
2.3. Overall Responsibilities
| No | Overall Responsibility | Allocation – FCA role
| Allocation - name |
|---|---|---|---|
| 1 | Providing leadership of the FCA Board, ensuring that it carries out its responsibilities effectively and efficiently. | Chair | Ashley Alder |
| 2 | To represent and be publicly accountable for the FCA. | Chair Chief executive Deputy chief executive | Ashley Alder Nikhil Rathi Sarah Pritchard |
| 3 | Safeguarding the independence, oversight and evaluation of People Committee performance according to the Committee Terms of Reference and reporting back to the Board as required. | Chair of the People Committee | John Ball |
| 4 | Supporting the Board in their responsibility for identifying, managing and mitigating risk for an effective system of risk management ensuring that we achieve our statutory and operational objectives. This includes how effectively we reduce harm and the safety and soundness of our own operations. | Chair of the Risk Committee | Bryan Zhang |
| 5 | Review of first and second lines of defence to provide assurance over the organisation’s ability to carry out its regulatory strategy (i.e. operational risk and execution risk) referred to as ‘internal’ risk, on behalf of the Board. | Chair of the Audit Committee | Sophie Hutcherson |
| 6 | Overseeing the effectiveness of the relationship with the external auditor. | Chair of the Audit Committee | Sophie Hutcherson |
| 7 | Performance evaluation of the Chair, taking into account the views of executive and non-executive directors. Acting as a sounding board for the Chair and serving as intermediary to other Directors as necessary. | Senior independent director | John Ball |
| 8 | Deputise for the Chair of the Board as and when required. | Deputy chair | John Ball |
| 9 | The effective functioning of the Regulatory Decisions Committee. | Chair of the Regulatory Decisions Committee | Alison Potter |
| 10 | Coordination with the Prudential Regulation Authority. | Chief executive | Nikhil Rathi |
| 11 | Reporting regularly to the Board with appropriate timely and quality information so the Board can discharge its responsibilities effectively. | Chief executive | Nikhil Rathi |
| 12 | Implementing the strategy and business plan agreed with the Board in line with statutory objectives. | Chief executive | Nikhil Rathi |
| 13 | Regulatory transactions, including: a) authorisation applications from firms; b) applications for individuals to hold Senior Manager Functions and Approved Person functions; c) Variation of Permissions and Change in Control; and d) the registration of firms, including Mutuals, Appointed Representatives and firms registered for Anti-Money Laundering purposes. | Executive director of Authorisations | Sheree Howard |
| 14 | Maintaining the Financial Services Register and FCA Firm Checker. | Executive director of Authorisations | Sheree Howard |
| 15 | Strategy and governance of our communications, both internally and externally. | Deputy chief executive | Sarah Pritchard |
| 16 | Human resources. | Executive director, chief people officer and corporate governance | Siobhan Sheridan |
| 17 | Estate management, including facilities. | Chief operating officer | Johan Sekora |
| 18 | Events Supervision for firms – for flexible portfolio firms where these are agreed with Supervision. | Executive director of Authorisations | Sheree Howard |
| 19 | Our compliance with our obligations to make information available under the Freedom of Information Act 2000. | Chief operating officer | Johan Sekora |
| 20 | Operational Resilience, Business Continuity Planning and Crisis Management and Incident Response. | Chief operating officer | Johan Sekora |
| 21 | Corporate ESG including corporate social responsibility, equality and diversity. | Executive director, chief people officer and corporate governance | Siobhan Sheridan |
| 22 | Developing our economic evaluations, forecasting and Corporate Strategy and monitoring its delivery. | Chief operating officer | Johan Sekora |
| 23 | Defining our Change programmes and monitoring their delivery. | Chief operating officer | Johan Sekora |
| 24 | Procurement and contract management. | Chief operating officer | Johan Sekora |
| 25 | Direct contact with consumers and firms via telephone and email correspondence, relating to supervision. | Executive director of Authorisations | Sheree Howard |
| 26 | Supervision of early and high growth oversight function. | Executive director of Authorisations | Sheree Howard |
| 27 | Delivering the cyber resilience strategy to the FCA and PSR. | Chief operating officer Chief data, information and intelligence officer | Johan Sekora Jessica Rusu |
| 28 | Our innovation services (sandbox, regtech & analytics, data services, and AI Innovation). | Chief data, information and intelligence officer | Jessica Rusu |
| 29 | Setting and executing our Data and Information strategy. | Chief data, information and intelligence officer | Jessica Rusu |
| 30 | Controls around technology spending and managing technology supplier relationships. | Chief data, information and intelligence officer | Jessica Rusu |
| 31 | Developing and maintaining our technology estate, ensuring that its systems are appropriately stable and resilient to technology risks. | Chief data, information and intelligence officer | Jessica Rusu |
| 32 | Full, resilient, technology service support for the Operational Resilience of critical internal and external business services (as defined by PS21/3) for both the FCA and PSR. | Chief data, information and intelligence officer | Jessica Rusu |
| 33 | Authorisation of funds in the asset management sector. | Executive director of markets | Simon Walls |
| 34 | Supervision of firms and regulatory policy in the consumer investments sector. | Executive director of markets | Simon Walls |
| 35 | Delivery and quality of execution of specialist supervision programmes in relation to technology, resilience and cyber, client assets, resolution, prudential, and financial promotions. | Executive director of enforcement & market integrity Executive director of enforcement & market integrity | Therese Chambers Steve Smart |
| 36 | Our engagement with international regulatory stakeholders. | Deputy chief executive officer | Sarah Pritchard |
| 37 | Supervision of firms, infrastructure and exchanges, and policy relating to markets. | Executive director of markets | Simon Walls |
| 38 | Supervision of firms and regulatory policy in the payments sector and the digital asset sector. | Executive director of consumers, payments and competition | David Geale |
| 39 | Supervision of firms and regulatory policy in the consumer finance sector. | Executive director of consumers, payments and competition | David Geale |
| 40 | Supervision of firms and regulatory policy in the retail banking sector. | Executive director of consumers, payments and competition | David Geale |
| 41 | Supervision of firms and regulatory policy in the insurance sector. | Executive director of consumers, payments and competition | David Geale |
| 42 | Policy and specialist supervision and enforcement for unfair consumer contracts and remuneration | Executive director of enforcement & market integrity | Therese Chambers |
| 43 | Competition policy. | Executive director of consumers, payments and competition | David Geale |
| 44 | Oversight of Cross-Cutting Policy & Strategy. | Executive director of enforcement & market integrity | Therese Chambers |
| 45 | The Supervision model and framework. | Executive director of markets Executive director of consumers, payments and competition | Simon Walls David Geale |
| 46 | Cross-cutting regulatory policy. | Executive director of enforcement & market integrity | Therese Chambers |
| 47 | Investigating complaints about the FCA under the complaints scheme. | General counsel and chief risk officer | Stephen Braviner Roman |
| 48 | Data Protection Officer Responsibility for the FCA and PSR. | General counsel and chief risk officer | Stephen Braviner Roman |
| 49 | Independent reviews. | General counsel and chief risk officer | Stephen Braviner Roman |
| 50 | Compliance oversight (non-FSMA legislative compliance and critical internal policies). | General counsel and chief risk officer | Stephen Braviner Roman |
| 51 | Our oversight of Market Abuse in the FCA. | General counsel and chief risk officer | Stephen Braviner Roman |
| 52 | The Security & Vetting Framework. | General counsel and chief risk officer | Stephen Braviner Roman |
| 53 | Ensuring the rules and guidance in the FCA Handbook accord with a reasonable interpretation of the requirements of the Financial Services and Markets Act 2000, other relevant legal obligations and within the Board’s risk appetite. | General counsel and chief risk officer | Stephen Braviner Roman |
| 54 | The proper operation of the risk function, which sets and oversees the organisation’s risk framework, ensuring its effectiveness in enabling colleagues to understand and successfully manage risks. | General counsel and chief risk officer | Stephen Braviner Roman |
| 55 | Our intelligence function and handling of sensitive intelligence, including whistleblowing. | Executive director of enforcement & market integrity | Steve Smart |
| 56 | Market monitoring and delivering our Primary Market functions. | Executive director of enforcement & market integrity | Therese Chambers |
| 57 | Enforcing regulatory requirements. | Executive director of enforcement & market integrity Executive director of enforcement & market integrity | Therese Chambers Steve Smart |
| 58 | Enforcement strategy, policy and international engagement. | Executive director of enforcement & market integrity Executive director of enforcement & market integrity | Therese Chambers Steve Smart |
| 59 | Interventions against firms and individuals to stop harm. | Executive director of enforcement & market integrity Executive director of enforcement & market integrity | Therese Chambers Steve Smart |
| 60 | Corporate Governance Services for the FCA and to the PSR, including the Statutory Panels and Decision-Making Committees. | Director of corporate governance | Nisha Arora |
| 61 | Guiding the Chair and Board on how they should discharge their responsibilities under the relevant rules and corporate regulations, performing Company Secretary functions including Board recruitment, induction and ongoing relationships. | Director of corporate governance | Nisha Arora |
| 62 | The organisation's management of conflict of interests and for managing the Conflict of Interests Policies (Staff & NEDs). | Director of corporate governance | Nisha Arora |
| 63 | Reviewing and reporting on the adequacy and effectiveness of the organisation’s governance, processes, controls and risk management. | Chief internal auditor | Robin Jones |
| 64 | Providing internal audit services to the PSR. | Chief internal auditor | Robin Jones |
| 65 | Investigating internal whistleblowing reportable concerns. | Chief internal auditor | Robin Jones |
| 66 | Competition Enforcement. | Executive director of enforcement & market integrity | Therese Chambers |
| 67 | Delivery of cross-cutting financial crime policy and supervision. | Executive director of enforcement & market integrity | Steve Smart |
| 68 | Oversight of the implementation and operation of managing third party risk across the FCA. | Chief operating officer | Johan Sekora |
3. Details of individuals
Individuals identified in the management responsibilities map
Details for individuals identified in the FCA’s Management Responsibilities Map are set out below.
| Role | Name | Reports to | Employment status | Other FCA Directorships |
|---|---|---|---|---|
| Chair | Ashley Alder | Not applicable | Fixed term appointment – the Treasury | None |
| Chief executive | Nikhil Rathi | Chair | FCA employee – the Treasury | None |
| Deputy chief executive Officer | Sarah Pritchard | Chief executive | FCA employee | None |
| Executive director of authorisations | Sheree Howard | Chief executive | FCA employee | None |
| Chief operating officer | Johan Sekora | Chief executive | FCA employee | None |
| Executive director, chief people officer and corporate governance | Siobhan Sheridan | Chief executive | FCA Employee | None |
| Executive director of markets | Simon Walls | Chief executive | FCA employee | None |
| Executive director of enforcement & market integrity | Therese Chambers | Chief Executive Officer | FCA employee | None |
| Executive director of enforcement & market integrity | Steve Smart | Chief Executive Officer | FCA employee | None |
| General counsel and chief risk officer | Stephen Braviner Roman | Chief Executive Officer | FCA employee | None |
| Chief internal auditor | Robin Jones | Audit Committee Chair | FCA employee | None |
| Chief data, information and intelligence officer | Jessica Rusu | Chief Executive Officer | FCA employee | None |
| Regulatory Decisions Committee chair | Alison Potter | FCA Board Chair | FCA employee | None |
| Executive director of consumers, payments and competition | David Geale | Chief Executive Officer | FCA employee | None |
| Non-executive director – People Committee chair | John Ball | Not applicable | Fixed term appointment – the Treasury | None |
| Non-executive director – Risk Committee chair | Bryan Zhang | Not applicable | Fixed term appointment – the Treasury | None |
| Non-executive director – senior independent | John Ball | Not applicable | Fixed term appointment – the Treasury | None |
| Non-executive director – Audit Committee chair | Sophie Hutcherson | Not applicable | Fixed term appointment – the Treasury | None |
| Non-executive director | Sam Woods | Not applicable | Fixed Term Appointment – the Treasury | None |
| Non-executive director | Anita Kimber | Not applicable | Fixed term appointment – the Treasury | None |
| Non-executive director | Julia Black | Not applicable | Fixed term appointment – the Treasury | None |
Individuals identified in the Map (notes)
- The Treasury appoints individuals holding the SMF3 Executive Director function appointments to the FCA Board.
- Some Non-Executive appointments are made jointly by the Secretary of State for the Department for Business Energy Industry Strategy and the Treasury.
4. Governance and management arrangements
4.1. Board and Board Committees
The following tables list the Board and Board Committees and show where they are relevant to the prescribed responsibilities.
| Board | Relevant Prescribed Responsibility |
|---|---|
| Board | I - Leading the development of our culture by the governing body as a whole. T - Developing and maintaining our business model by the governing body. |
| Committees of the Board | Relevant Prescribed Responsibility |
|---|---|
| Audit Committee | J - Safeguarding independence of; and oversight of the performance of the internal audit function. N - The FCA’s independence, autonomy and effectiveness of policies and procedures on internal whistleblowing. This includes procedures for protecting staff who raise concerns under this policy from detrimental treatment. |
| Risk Committee | L - Safeguarding independence of; and assuring FCA oversight of risk as it relates to the FCA oversight of the performance of our risk function. |
| Oversight Committee | None |
| Regulatory Decisions Committee | None |
| People Committee | M - Overseeing the development of our remuneration policies and practices with specific focus on senior management. |
| Policy & Rules Committee | None |
4.2. FCA Committee Structures
Below, we list our Board and Executive Committees and explain the purpose of each one.
| Board | Purpose |
|---|---|
| Board | The Board is the FCA’s governing body. It sets our strategic direction and ensures our long-term success. It ensures we have the necessary financial and human resources to meet our statutory objectives. The Board provides leadership of the organisation within a framework of prudent and effective controls which enables us to assess and manage risk. It also reviews management performance. |
Committees of the Board
Audit Committee
The Audit Committee is responsible for reviewing and providing assurance to the Board on matters including the effectiveness of our internal controls, internal risk management framework and mitigation strategies, the integrity of the financial statements in the annual accounts and the statements covering financial controls and internal risk, and for oversight of the external audit process.
Risk Committee
The Risk Committee is responsible for supporting the Board in meeting its responsibilities for an effective system of risk management and appropriate assurance of the adequacy and effectiveness of our system of regulation. This includes policy, authorisation, supervision, enforcement, competition and associated support function activities and ensures we achieve our statutory and operational objectives, including the effectiveness of the mitigation of harm and the safety and soundness of our own operations. This Committee oversees the Regulatory Decisions Committee (RDC) on behalf of the Board. It also provides assurance on any additional matters as instructed or delegated by the Board.
Oversight Committee
The Oversight Committee is responsible for providing support and advice to the Board on its relationships with the Financial Ombudsman Service (FOS), Financial Services Compensation Scheme (FSCS) and Payment Systems Regulator (PSR) in regard to the FCA’s obligations in respect of each, including its statutory duties set out in the Financial Services and Markets Act (FSMA) and the Financial Services (Banking Reform) Act (FSBRA).
Regulatory Decisions Committee
The Regulatory Decisions Committee exercises certain regulatory powers on behalf of the FCA, including giving supervisory, warning and decision notices, as described in the FCA Handbook. The Regulatory Decisions Committee’s primary purpose is to advance the fairness of our enforcement process by ensuring, in certain contested cases, separation between those who conduct investigations and those who decide whether a statutory notice should be given.
People Committee
The People Committee exists to approve, oversee and review our People Strategy. The strategy ensures that we have a workforce which can sustainably deliver our strategy in line with our values and within its budget. It comprises our culture, employment framework, approach to appointments and organisational leadership, and our processes for engaging with our workforce.
Policy & Rules Committee
The Policy & Rules Committee is responsible for supporting the Board in meeting its responsibilities when exercising its legislative functions to make policy and rules under FSMA (2000) Sch 1ZA Part 1 Paragraph 8 and in determining the general policy and principles by reference to which we perform a particular legislative function. The Committee scrutinises proposals for new policy and rules and changes to existing policy and rules.
It makes recommendations to the Board on adopting policy and rules, considering their likely effectiveness in furthering our statutory and operational objectives and, where relevant, other ‘have‑regards’, taking into account the principles of good regulation.
Executive Committees
Executive Committee
The Executive Committee (ExCo) is our most senior executive decision‑making body and discusses significant operational issues across all areas of the organisation. It oversees our strategy, direction and activity in general, including delivery of our annual Business Plan. It is responsible for monitoring the direction and performance of the organisation within the strategic framework set by the Board.
Executive Regulation & Policy Committee
The Executive Regulation and Policy Committee (ERPC) is a sub-committee of ExCo and is responsible for taking decisions on significant regulatory and policy issues escalated to it from across the FCA. This may include firm, sector or product specific issues.
Executive Finance & Delivery Committee
The Executive Finance & Delivery Committee (EFDC) is a sub-committee of ExCo and is responsible for overseeing and taking decisions on projects, programmes and cross-cutting strategic initiatives. It also provides assurance to ExCo and the Board that these initiatives are being delivered.
Markets Regulatory Committee
The Markets Regulatory Committee (Markets RegCo) is a sub-committee of ERPC and is responsible for taking decisions on official listing, suspension and removal of financial instruments from trading, short-selling and penalties for market abuse (where these are not the responsibility of the Regulatory Decisions Committee).
Information Governance Board
The Information Governance Board (IGB) is a sub-committee of ERPC and is responsible for overseeing the implementation of our data strategy.
Corporate Governance
FCA Board
SMF - Members:
Ashley Alder (Chair), Bryan Zhang, John Ball, Nikhil Rathi, Sophie Hutcherson
SMF – Attendees:
David Geale, Jessica Rusu, Nisha Arora (interim), Sarah Pritchard, Sheree Howard, Siobhan Sheridan (interim), Simon Walls, Stephen Braviner Roman, Steve Smart, Therese Chambers
Non-SMF Members:
Anita Kimber, Julia Black, Sam Woods, Stéphane Malrait
Responsibilities:
I, T
Regulatory Decisions Committee
SMF - Members:
Alison Potter (Chair)
Non-SMF Members:
Kevin Brown, Tanya Castell, E. Noel Harwerth, Anne Heal, Julie Hepworth, Karen Johnston, Stephen Mount, Sidney Myersi, Edward Sparrow, Jonathan Peddie, Raymond Cox KC
People Committee
SMF - Members:
John Ball (Chair), Ashley Alder, Bryan Zhang
SMF – Attendees
Nikhil Rathi, Nisha Arora (interim), Siobhan Sheridan
Non-SMF Members:
Anita Kimber
Responsibilities:
M
Oversight Committee
SMF - Members:
Ashley Alder, Sarah Pritchard, Stéphane Malrait
Non-SMF Members:
Anita Kimber (Chair)
Risk Committee
SMF - Members:
Bryan Zhang (Chair), Sophie Hutcherson
SMF – Attendees:
Ashley Alder (optional attendee), Jessica Rusu, Nikhil Rathi (optional attendee), Robin Jones, Sarah Pritchard, Sheree Howard, Siobhan Sheridan (interim), Simon Walls, Stephen Braviner Roman, Steve Smart
Non-SMF Members:
Anita Kimber, Dr Lara Stoimenova, Stéphane Malrait
Responsibilities:
L
Audit Committee
SMF - Members:
Sophie Hutcherson (Chair), Bryan Zhang
SMF – Attendees:
Ashley Alder (optional attendee), David Geale, Jessica Rusu, Nikhil Rathi (optional attendee), Robin Jones, Sarah Pritchard, Sheree Howard, Siobhan Sheridan (interim), Simon Walls, Stephen Braviner Roman, Steve Smart, Therese Chambers
Non-SMF Members:
Julia Black, Dr Lara Stoimenova
Responsibilities:
J, N
Policy & Rules Committee
SMF - Members:
Ashley Alder, John Ball, Nikhil Rathi, Sophie Hutcherson
SMF – Attendees:
David Geale, Sarah Pritchard; Simon Walls, Stephen Braviner Roman
Non-SMF Members:
Julia Black (Chair), Sam Woods
Executive Governance
Executive Committee
SMF Members:
Nikhil Rathi (Chair)
David Geale
Jessica Rusu
Sarah Pritchard
Sheree Howard
Simon Walls
Siobhan Sheridan
Stephen Braviner Roman
Steve Smart
Therese Chambers
Executive Finance & Delivery Committee
SMF Members:
Sarah Pritchard (Chair)
Jessica Rusu
Nikhil Rathi (optional attendee)
Siobhan Sheridan (interim)
SMF Attendees:
Robin Jones
Executive Regulation & Policy Committee
Sarah Pritchard (Chair)
David Geale
Jessica Rusu
Sheree Howard
Simon Walls
Stephen Braviner Roman
Steve Smart
Therese Chambers
Information Governance Board
Information Governance Board members
Markets Regulatory Committee
SMF Members:
Simon Walls (Chair)
Therese Chambers (Deputy Chair)
5. Matters reserved for the Board and Board Committee Terms of Reference
The board adopted the FCA’s Corporate Governance Document[6] on 2 October 2025. We review and update it regularly.
The Corporate Governance Document includes:
- Matters Reserved to the Board
- terms of reference of all FCA Board Committees
- the FCA’s Articles of Association
FCA subsidiary companies
The Financial Services (Banking Reform) Act 2013 required the FCA to incorporate The Payment Systems Regulator Limited (PSR). The PSR is a wholly owned subsidiary of the FCA. We have no other subsidiaries.
Maintaining the management responsibilities map
We will keep our management responsibilities map up to date.
We provide it to the Executive Committee and the Board at least once a year and on request. We publish it on this page.