COB 2.4.5 Guidance
1. The provision of a 'bundle' of financial services may involve different arrangements within different
Groups. The DFSA considers that the provision of a 'bundle' of financial services occurs where:
a. several members of a
Group provide discrete stand-alone financial services to a single Client but do so as part of providing a complete suite of related financial services to that Client. An example would be where one member of the Group gives investment advice to the Client, another member of the Group executes the transaction (based on the advice) relating to a financial product and yet another member of the Group is the issuer of that financial product;
b. several members of a
Group provide different aspects of the same financial service to a single Client; or
c. the bundle comprises any combination of both (a) and (b).
2. A bundle of financial services referred to in 1 above can be project specific. An example is where a number of members within a
Group providing discrete aspects of expertise that go to facilitate a merger and acquisition project of a Client. In such a situation, different members of the Group could prepare and provide:
a. advice relating to a proposed restructure;
b. advice relating to financing of the restructure; and
c. arranging credit for financing the restructure.
3. In order to provide flexibility for
Authorised Firms which are members of a Group to provide such bundles of financial services to their Clients in a manner that suits the Client's needs and the nature of the service, Rule 2.4.5 sets out the overarching objectives that must be achieved (i.e. outcome based requirements), rather than any detailed requirements. This Rule goes beyond a simple reliance on a 'client classification' made by another member of a Group under Rule 2.4.4.
4. Depending on the nature of the arrangement under which
Group members choose to provide to the same Client a bundle of Financial Services, and the nature of the Financial Services involved, the risks associated with such arrangements may vary. Some of the common risks that could arise, and therefore would need to be addressed, include:
a. conflicting legal requirements applicable to the provision of the relevant
Financial Services, particularly if the members of the Group are located in different jurisdictions; and
Client not being able to identify clearly the actual service provider or providers and resulting legal exposure to the Client that may arise for all members of the Group. To address this risk, it is good practice for each member of the Group to set out in writing (e.g. in the client agreement) the services for which it is responsible. See also Rule 3.3.4(3)(b) for the firm's obligations.
5. GEN section 5.3 sets out the systems and controls requirements that apply to all
Authorised Firms. In order to meet those GEN requirements, an Authorised Firm relying on Rule 2.4.5 should consider, at a minimum, having the following:
a. a clear description of the
Group arrangement under which a bundle of financial services is provided – such as which member of the Group is responsible for which aspects of the bundle of Financial Service provided to the Client, or alternatively, that collective responsibility would be assumed by all or some members of the Group;
b. how the
Client is classified for the purposes of the relevant Financial Service provided by the firm;
c. identification of where records relating to client classification and Financial Services provided to the
Client are maintained;
d. which firm, if any, is responsible for the overall bundle of financial services and, if this is not the case, how the accountability for the financial services is apportioned among members within the
e. a client agreement (whether entered into by the
Authorised Firm or by a member of its Group under Rule 3.3.4) which adequately covers all the financial services provided to the Client, including those provided by the firm; and
f. what the identified risks are and how they are being addressed.
6. See Rule 2.5.3 which requires the provision of unrestricted access to records for demonstrating to the
DFSA due compliance with this Rule.
7. Rule 2.4.5 is not expressly extended to a Branch as it is not a separate legal entity, and hence would generally have greater flexibility than
Group members providing a bundle of services when providing Financial Services to a Client in conjunction with its head office or any other branch of the same legal entity. However, to the extent a Branch operates as a stand-alone entity, it may use the same outcome-based approach reflected in Rule 2.4.5 where it provides any Financial Services to a Client in conjunction with its head office or other branches of the same legal entity.
Derived from DFSA RM149/2015 (Made 11th February 2015) [VER24/04-15]