
Conduct Rules for Senior Managers at FCA Solo Firms
Under the Senior Managers Regime, all senior managers must comply with the FCA's six Individual Conduct Rules (ICRs) and four Senior Managers Rules (SMRs).Senior Managers are expected to comply with all 10 Conduct Rules and take 'reasonable steps' to prevent breaches.
Our SMCR Conduct Rules Course helps your Senior Managers to learn about the rules, their contraventions and their application in practical situations
- 60 Minutes
- Managers
- Based on UK legislation, but suitable for global audiences upon the removal of UK-specific references and translation as necessary.
- FCA Compliance Library, SMCR Library

Learning objectives
- Recall the Financial Conduct Authority (FCA) Conduct Rules that apply to you as a Senior Manager
- State to whom the FCA Conduct Rules apply
- Explain how the FCA Conduct Rules apply in practice
- Describe how you will comply with the Conduct Rules in your role
- Describe when the FCA might take action for non-compliance with the Conduct Rules
What can you expect your employees to learn?
Introduction
What are the Conduct Rules for Senior Managers?
- What are the Conduct Rules?
Individual Conduct Rule 1: Integrity
- Examples of breaches
- You decide: Is it a breach?
- Individual Conduct Rule 1: Key takeaways
Individual Conduct Rule 2: Due skill, care & diligence
- Examples of breaches
- You decide: Is it a breach?
- Individual Conduct Rule 2: Key takeaways
Individual Conduct Rule 3: Cooperation with regulators
- Examples of breaches
- You decide: Is it a breach?
- Individual Conduct Rule 3: Key takeaways
Individual Conduct Rule 4: Customers' interests
- Examples of breaches
- You decide: Is it a breach?
- Individual Conduct Rule 4: Key takeaways
Individual Conduct Rule 5: Market conduct
- Examples of breaches
- You decide: Is it a breach?
- Individual Conduct Rule 5: Key takeaways
Individual Conduct Rule 6: Consumer Duty
- Examples of breaches
- You decide: Is it a breach?
- Individual Conduct Rule 6: Key takeaways
Additional rules for Senior Managers
Senior Manager Conduct Rule 1: Effective control
- Examples of breaches
- You decide: Is it a breach?
- Senior Manager Conduct Rule 1: Key takeaways
Senior Manager Conduct Rule 2: Compliance with regulatory requirements
- Examples of breaches
- You decide: Is it a breach?
- Senior Manager Conduct Rule 2: Key takeaways
Senior Manager Conduct Rule 3: Effective delegation
- Examples of breaches
- You decide: Is it a breach?
- Senior Manager Conduct Rule 3: Key takeaways
Senior Manager Conduct Rule 4: Disclosures to regulators
- Examples of breaches
- You decide: Is it a breach?
- Senior Manager Conduct Rule 1: Key takeaways
Breach notification
Serious consequences
- In the news: Regulatory repercussions
Summary
Assessment
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Your questions, answered
SMCR
Common FAQs
What is SMCR?
Senior Managers Regime
This enforces a detailed and clear allocation of responsibilities between senior managers at each firm, with particular emphasis placed on key documents - 'Statements of Responsibilities' and 'Responsibilities Maps'. These help to record the distribution of responsibility to individual Senior Managers and to demonstrate to the regulators that there are no gaps or excessive overlaps.
Always bear in mind that Senior Managers have a statutory duty of responsibility "to take reasonable steps to prevent regulatory breaches in the areas of the firm for which they are responsible".
Certification Regime
This requires firms to check and confirm that employees performing roles relating to the firm's regulated activities are fit and proper, based on their qualifications, competence and personal characteristics.
Once this has been confirmed, the firm needs to issue them with a certificate that must be renewed every year.
Conduct Rules
This consists of a set of rules provided in the FCA's Code of Conduct Handbook (COCON) that covers all individuals: Senior Managers, Certified Persons and other employees.
What is the scope of the SMCR?
SMCR rollout waves
The SMCR has been rolled out in three waves:
Wave 1: Banks, building societies, credit unions and large investment firms in March 2016 (updated July 2018)
Wave 2: Extended to insurance firms (those regulated by the FCA and PRA) in December 2018
Wave 3: The remaining financial services firms (otherwise known as 'solo-regulated firms' since they are regulated only by the FCA, not the FCA and PRA) came under the scope of this regime in December 2019.
SMCR categories
The range of firms in the third wave is very diverse. Consequently, the FCA has grouped them into three categories to ensure that the regulation is proportionate to their sizes and activities:
Core: Firms that have to comply with the baseline requirements for solo-regulated firms
Limited scope: Firms that already had exemptions under the Approved Persons Regime, and are exempt from some requirements and require fewer senior management functions
Enhanced: Firms that have extra requirements - these are large, complex firms with potential impact on consumers or markets which warrant more attention from the FCA
What's needed to comply with SMCR?
- Statement of Responsibilities - Set out the areas for which each Senior Manager is personally accountable
- Responsibilities Map - This knits together the Statement of Responsibilities
- Pre-approval for all Senior Managers - obtain this from the regulators before they carry out their roles
- Duty of Responsibility - Ensure that Senior Managers understand their responsibilities and take reasonable steps to prevent regulatory breaches in their areas of responsibility
- Identify all Certified Persons - These are all material risk takers
- Fit and Proper Assessment - Of all Certified Persons, then re-assess on an annual basis
- Training - Of all those who are subject to the Conduct Rules
SMCR Training
Such training must result in employees gaining awareness and a broad understanding of all of the conduct rules, as well as a deeper understanding of the practical application of the specific rules which are relevant to their work.
To help with SMCR implementation, we have created a 3-step training model.
We provide a comprehensive set of SMCR training courses for all financial firms, including banking, insurance and solo-regulated firms.
Duty of Responsibility
Senior Managers have a statutory duty of responsibility "to take reasonable steps to prevent regulatory breaches in the areas of the firm for which they are responsible".
The FCA can take action against a Senior Manager (SM) where it can show that:
There was misconduct by the SM's firm,
At the time of the misconduct or during any part of it, the SM was responsible for the management of any of the firm's activities in relation to which the misconduct occurred, and the SM did not take such steps as a person in their position could reasonably have been expected to take to avoid the misconduct occurring or continuing.
The burden of proof for all these elements lies on the FCA. The SM does not need to show that they took reasonable steps - rather, it is for the FCA to prove that they did not. The defence against such action is if the senior manager can show that they took "the steps that are reasonable for a person in that position to take to prevent a regulatory breach from occurring".
Fitness and Propriety
The FCA must approve all senior managers, which assess whether they are fit and proper to perform the given function or responsibility.
Three key factors determine whether you are Fit and Proper:
Honesty, integrity and reputation
Competence and capability
Financial soundness
When determining a person's financial soundness, the FCA will not normally require a statement of assets or liabilities of the person. Limited financial means does not in itself affect the suitability of a person to perform an SMF.
When appointing a Senior Manager or Certified Person, firms must obtain a regulatory reference from all their past employers going back six years. This requirement also applies when appointing NEDs who are not Senior Managers.
For this purpose, firms need to retain records of disciplinary and fit and proper findings going back six years and not enter into arrangements that conflict with their disclosure obligations.
What are the SMCR Conduct Rules?
SMCR incorporates new high-level standards of behaviour that apply to almost all employees who carry out financial services activities in a firm. Some Conduct Rules apply to all employees, while others apply only to Senior Managers.
The Conduct Rules are intended to drive up standards of individual behaviour in financial services. By applying them to a broad range of staff, the FCA aims to improve individual accountability and awareness of conduct issues across firms.
Individual Conduct Rules (ICRs)
These apply to all employees, with the exception of ancillary staff, such as facility managers, personal assistants, receptionists, medical staff, IT and HR, who perform a purely non-financial service's role. These ICRs also apply to Non-Executive Directors.
ICR 1: You must act with integrity
ICR 2: You must act with due skill, care and diligence
ICR 3: You must be open and cooperative with the FCA, the PRA and other regulators
ICR 4: You must pay due regard to the interests of customers and treat them fairly
ICR 5: You must observe proper standards of market conduct
Senior Manager Conduct Rules (SMCRs)
These apply only to Senior Managers, including NEDs (SC 4 even applies to out of scope NEDs)
SC 1: You must take reasonable steps to ensure that the business of the firm for which you are responsible is controlled effectively
SC 2: You must take reasonable steps to ensure that the business of the firm for which you are responsible complies with the relevant requirements and standards of the regulatory system
SC 3: You must take reasonable steps to ensure that any delegation of your responsibilities is to an appropriate person and that you oversee the discharge of the delegated responsibility effectively
SC 4: You must disclose appropriately any information of which the FCA or PRA would reasonably expect notice
What does SMCR Best Practice look like?
Stay up to date with SMCR best practices, industry insights and key trends across regulatory compliance, digital learning, EdTech and RegTech by subscribing to the Skillcast Compliance Bulletin.
3-Step SMCR Training Model
Whether you're new to the SMCR or benchmarking existing processes, our training model will help get your compliance training on track.
FCA Conduct Rules Training Aid
Our desk aid has ten tips on how to ensure your staff fully understand and adhere to conduct rules.
FCA COCON Breaches Desk Aid
Our desk aid reminds all of your staff fully of the ten easiest ways to breach the FCA Code of Conduct.
Operational Resilience Implementation Checklist
Ensure your firm follows the FCA guidelines for a compliant operational resilience programme.
Fit and Proper Training Presentation
Firms need to assess the Fitness and Propriety (F&P) of Senior Managers and Certified Persons when they are appointed and on an ongoing basis. Our F&P training presentation uses scenarios to help explain this further.
SMCR & Non-financial Misconduct
A lack of public confidence and some damaging press stories have renewed the FCA's focus on conduct, including non-financial misconduct. Find out more, including a free training module and a desk aid.
SMCR Solo-Regulated Firms Key Questions Answered
We answer the questions every solo-regulated firm has been asking.
SMCR Insurance Firms Key Questions Answered
We also answer the questions every insurance firm has been asking.
How to Evidence your SMCR Competence
If you cannot articulate what is adequate and competent within your firm, you simply won't be able to evidence SMCR compliance when the FCA comes knocking!
How to Prevent SMCR Training Damaging Staff Motivation
SMCR created a step-change in personal accountability, causing a headache, especially when dealing with those who've never been accountable before. That's why it's important to take steps to address any issues before they spiral out of control.
What are the SMCR Functions?
The Senior Managers Regime (SMR) applies to those who perform a Senior Management Function (SMF). The FCA has classified specific functions as SMFs, so that it knows who a firm's senior decision-makers are, and to make sure that firms clearly allocate specific responsibilities to those key individuals.
In certain circumstances, firms can have more than one individual performing a single SMF. However, the FCA expects that SMFs are only shared where it is justified and appropriate.
The list of SMFs that apply depends on the type of firm.
5.1 Governing Function SMFs
SMF1 | Chief Executive | Core and Enhanced firms |
SMF3 | Executive | Core and Enhanced firms |
SMF7 | Group Entity Senior Manager | Enhanced firms only |
SMF 9 | Chair (non-executive) | Core and Enhanced firms |
SMF10 | Chair of the Risk Committee | Enhanced firms only |
SMF11 | Chair of the Audit Committee | Enhanced firms only |
SMF12 | Chair of the Remuneration Committee | Enhanced firms only |
SMF13 | Chair of the Nominations Committee | Enhanced firms only |
SMF14 | Senior Independent Director | Enhanced firms only |
SMF27 | Partner | Core and Enhanced firms |
5.2 Required Function SMFs
SMF16 | Compliance oversight | Core and Enhanced firms (and sole traders, authorised professional firms and oil market participants) |
SMF17 | Money Laundering Reporting officer | Core and Enhanced firms and (and sole traders and oil market participants) |
SMF18 | Other Overall Responsibility | Enhanced firms only |
SMF29 | Limited Scope Function | Limited Scope firms (e.g. limited permission consumer credit firms, authorised professional firms, firms that intermediate insurance without this being principal business) |
The Overall Responsibility requirement means that an Enhanced firm will need to make sure that every activity, business area and management function has a Senior Manager with overall responsibility for it. This is to prevent an unclear allocation of responsibilities.
Overall Responsibility means that a Senior Manager:
- Has ultimate responsibility for managing or supervising a function
- Briefs and reports to the governing body about their area of responsibility
- Puts matters requiring decisions about their area of responsibility to the governing body
5.3 Systems and Control SMFs
SMF2 | Chief Finance Function | Enhanced firms only |
SMF4 | Chief Risk Function | Enhanced firms only |
SMF5 | Head of Internal Audit | Enhanced firms only |
SMF24 | Chief Operations Function | Enhanced firms only |
What are the required responsibilities under the SMCR Responsibilities
You need to be aware that there are more responsibilities for Senior Managers than just the ones found within each SMF's definition. The regulators have listed certain 'Prescribed Responsibilities' (PRs) that each firm is required to allocate between Senior Managers.
Each PR would generally be allocated to the Senior Manager who performs the SMF most closely linked to the given responsibility. PRs can be shared but not split between Senior Managers. Where responsibility is shared, it is recorded identically in each of the Senior Manager's Statements of Responsibilities.
If there is a breach, all Senior Managers sharing that responsibility may be required to demonstrate that they took reasonable steps to prevent or stop the breach.
The list of PRs that applies depends on the type of firm. Responsibilities (a), (b), (b-1), (d) below cannot be allocated to SMF 18 (Other Overall Responsibility) and responsibilities (j), (k), (l) below should be performed by a non-executive director if possible.
(a) | Performance by the firm of its obligations under the SMR, including implementation and oversight | All firms |
(b) | Performance by the firm of its obligations under the Certification Regime | All firms |
(b-1) | Performance by the firm of its obligations in respect of notifications and training of the Conduct Rules | All firms |
(d) | Responsibility for the firm's policies and procedures for countering the risk that the firm might be used to further financial crime | All firms |
(z) | Responsibility for the firm's compliance with CASS (if applicable) | All firms |
(c) | Compliance with the rules relating to the firm's Responsibilities Map | Enhanced firms only |
(j) | Safeguarding and overseeing the independence and performance of the internal audit function (in accordance with SYSC 6.2) | Enhanced firms only |
(k) | Safeguarding and overseeing the independence and performance of the compliance function (in accordance with SYSC 6.1) | Enhanced firms only |
(l) | Safeguarding and overseeing the independence and performance of the risk function (in accordance with SYSC 7.1.21R and SYSC 7.1.22R) | Enhanced firms only |
(j -3) | 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 the persons who perform external audit, including supervision and management of the work of outsourced internal auditors, and management of potential conflicts of interest between the provision of external audit and internal audit services | Enhanced firms only |
(t) | Developing and maintaining the firm's business model | Enhanced firms only |
(s) | Managing the firm's internal stress tests and ensuring the accuracy and timeliness of information provided to the FCA for the purposes of stress-testing | Enhanced firms only |
(za) | Responsibility for an AFM's assessments of value, independent director representation and acting in investors' best interests | Authorised Fund Managers |
Are Skillcast courses SCORM-compliant?
What other tools are needed beyond training?
Is our training content still compliant with the latest legislation?
- You can check the latest course content updates in our library updates page: https://www.skillcast.com/compliance-course-library-updates
- For major legislative changes, we:
- Will send you email alerts to ensure you are notified
- Offer you a free trial of newly created or updated content
- Host webinars with compliance experts to explain the changes and how our training supports your ongoing compliance
Can you translate our content into other languages?
How can I give employees a secure way to record suspicious activity so we can act quickly?
Our Suspicious Activity Register allows staff to log concerns or irregularities they observe, helping you detect potential issues early. The secure register can be reviewed by compliance teams, enabling prompt investigation and action.
What file types are supported by the Skillcast system?
Features |
Supported file types and details |
File Exchange |
File types: PDF, Excel spreadsheets, Word documents, SCORM and xAPI files, and compressed zip files. Max file size: Default is 1GB, can be increased to a max of 2GB |
SCORM files |
Versions: SCORM 1.2, SCORM 1.2 for Moodle, SCORM 2004 2nd, 3rd and 4th Edition. Max file size: 1024MB |
xAPI file |
Max file size: 2GB |
Videos |
File types: MP4 or MOV. Videos must be optimised, with a max file size of 100MB. If the file is bigger, our Design Team can help |
Images |
File types: jpg, png and gif. The file size should ideally be 100KB, but it can be up to 250KB |
CPD evidence |
File types: Word, PDF, Excel and CSV. File size: the limit should be whatever the portal config option is set to. Servers are set to max 2GB |
Policy documents |
PDF or Word File size: the limit should be whatever the portal config option is set to. Servers are set to max 2GB |
Offline activities evidence |
File types: PDF, DOC, DOCX, XLS, XLSX, CSV, PNG, GIF, JPEG, JPG, PPTX and MSG. File size: the limit should be whatever the portal config option is set to. Servers are set to max 2GB |
Client logo files |
File types provided by client: EPS, PDF, AI and SVG |
Registers |
PDF, DOC, DOCX, XLS, XLSX, CSV, PPT, PPTX, POT, PPA, PPS, JPG, JPEG, PJEPG, PNG, BMP, GIF, MP4, MOV, WMV, CPTX, CP, TXT, ZIP and MSG files |
Declarations |
JPG, JPEG, PNG, GIF, XLS and XLSX files |
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Don't Deal with Inside Information
Bring "Don't Deal with Inside Information" training to life using animation characters and storylines.
Understanding Inside Information
Bring "Understanding Inside Information" training to life using animation characters and storylines.
Understanding Market Abuse
Bring "Understanding Market Abuse" training to life using animation characters and storylines.
Unlawful Disclosure of Inside Information
Bring "Unlawful Disclosure of Inside Information" training to life using animation characters and storylines.
The Three Characteristics of Harassment
Bring "The Three Characteristics of Harassment" training to life using animation characters and storylines.
Minimum Disclosure Rules
Bring "Minimum Disclosure Rules" training to life using animation characters and storylines.
Unwanted Behaviour of a Sexual Nature
Bring "Unwanted Behaviour of a Sexual Nature" training to life using animation characters and storylines.
The 4D Bystander Intervention Model
Bring "The 4D Bystander Intervention Model" training to life using animation characters and storylines.
Understanding Tax Evasion
Bring "Understanding Tax Evasion" training to life using animation characters and storylines.
To Pay or Not To Pay?
Small facilitation payments made to officials for expediting a permit or approval might seem harmless, but they are illegal and could land your employees in prison.
Non-Financial Misconduct
Non-financial misconduct is behaviour that is unrelated to regulated activities, including serious offences such as harassment, bullying, sexual discrimination and sexual misconduct.
CASS 10 - CASS Resolution Pack
A CASS Resolution Pack (RP) contains a specific set of documents that helps speed up client money and assets return if a firm fails.
CASS 6 - Custody Rules
The rules and guidance in CASS 6 apply to a firm when it is safeguarding and administering custody assets.
CASS 7 and 7A - Client Money Rules and Client Money Distribution and Transfer
The rules and guidance in CASS aim to achieve the FCA's objective of ensuring that consumers are adequately protected.
CASS 8 - Mandates
Under the requirements of CASS 8, you must understand what a mandate is and how to deal with them.
CASS 9 - Information to Clients
Under the requirements of CASS 9, you are required to pass on certain information to clients, particularly where prime brokers, custody assets and client money are concerned.
COBS - Appropriateness
The FCA's Conduct of Business Sourcebook (COBS) applies to financial firms that deal with customer investments on an execution-only basis.
COBS - Client Communications High Risk Investments
The Conduct of Business Sourcebook (COBS) rules that relate to client communication apply to all promotional communications that investment firms have with their clients and prospects.
COBS - Suitability
The FCA Conduct of Business Sourcebook (COBS) applies to finance and investment firms in the UK.

Control of Substances Hazardous to Health (COSHH)
Educate your staff on the risks of using hazardous substances as well as what they should do to prevent accidents and incidents when using them.

Electricity
Educate your staff on the controls your Company has in place and what they should do to stay safe and manage the risks associated with electricity and electrical devices.

Fire Warden Training
Gain a comprehensive understanding of your role as a fire warden, which encompasses not only how to respond effectively in the event of a fire but also proactive measures to prevent such incidents from occurring.

Lone Working
Lone working offers greater flexibility, autonomy and creates a broader talent pool for businesses.

New and Expectant Mothers at Work
Being a new or expectant mother is an exciting time.

Noise
Educate your staff on the controls that your Company has in place and what they should do to prevent exposure to noise at work.
Packaged Retail and Insurance-based Investment Products (PRIIPs) Regulation in Finance
The Packaged Retail and Insurance-based Investment Product (PRIIP) Regulation affects retail investors who need to understand the complexities of these products.
Records Management
Records management involves the process of how employees create, store, archive and dispose of business records.
Sustainability Disclosure Requirements (SDR) and Investment Labels
The introduction of sustainability rules aims to enhance the transparency and credibility of financial products with sustainability objectives.
Swap Execution Facilities (SEFs) and Designated Contract Markets (DCMs)
Swap Execution Facilities (SEFs) and Designated Contract Markets (DCMs) exist as part of the US response to the financial crisis.