Financial services governance connects the board’s decisions with clear individual responsibility and evidence that agreed actions happened. For a UK regulated firm, a strong committee structure is only useful if people understand who can decide, who must act and when an issue needs to return to the board.
The company secretary helps those arrangements work: organising board business, advising on governance and maintaining reliable decision records. That support sits alongside the responsibilities of directors, senior managers and specialist teams such as risk and compliance. It does not make the secretary accountable for every matter passing through a meeting.
This guide focuses on UK-incorporated firms within the Senior Managers and Certification Regime (SMCR). The relevant requirements depend on the firm’s regulatory status and activities.
Where should a financial services governance review start?
Start with the legal entity, its regulators and the applicable regime. Within the Financial Conduct Authority’s (FCA) solo-regulated SMCR population, core firms meet baseline requirements, limited scope firms are exempt from some, and enhanced firms face additional requirements. Solo-regulated means regulated by the FCA rather than jointly by the FCA and the Prudential Regulation Authority (PRA).
Firms regulated by both the FCA and PRA need to consider both regulators’ requirements. Record the firm’s assessment where the board and those maintaining governance documents can find it. Group reporting lines are useful context, but the review must identify the particular regulated entity and the decisions its board is being asked to take.
For example, an enhanced solo-regulated firm should not borrow a core firm’s documentation checklist without checking what is missing. Equally, a smaller firm should establish which requirements apply before reproducing a larger institution’s committee structure. This article provides a starting point for that review, rather than a complete rulebook for every financial services business.
What does SMCR require now?
SMCR has three parts: the Senior Managers Regime, the Certification Regime and the Conduct Rules. They address different questions and should be visible in the firm’s governance arrangements.
Senior managers. People performing designated Senior Management Functions (SMFs) generally need regulatory approval before starting, subject to applicable exceptions. Each has a Statement of Responsibilities: a document setting out what they are responsible and accountable for. The duty of responsibility concerns reasonable steps: a senior manager may be accountable for the firm’s regulatory breach in their area if they did not take reasonable steps to prevent or stop it.
Certification. Under the current Certification Regime, the firm assesses and certifies people performing relevant functions on appointment and at least annually. Those individuals are not approved by the FCA through that process. Certification is not a requirement covering every employee.
Conduct Rules. These standards of behaviour apply to staff within the scope of the FCA Handbook’s Code of Conduct (COCON) sourcebook, with specified exclusions and additional rules for senior managers. The FCA expects training to relate to people’s roles. A useful board question is whether staff can recognise an issue in their own work and know how to escalate it.
Which SMCR reforms are in force, and which are proposals?
As at 23 October 2026, certification remains part of SMCR. The FCA’s phase 1 changes took effect on different dates during 2026. Most began on 24 April 2026, with further measures following in July and September 2026, as set out in PS26/6.
On 22 October 2026, the FCA and PRA published further proposals, including removing the Certification Regime and reducing requirements for senior manager pre-approval. These are consultations, with significant changes dependent on legislation. The FCA consultation, CP26/37, and PRA consultation, CP14/26, close on 22 January 2027. The FCA expects its final policy statement in the first half of 2027.
Keep current obligations in the compliance calendar while assessing the proposed changes separately. A proposal to remove an assessment or submission requirement is not a reason to stop performing it. Assign someone to review the final rules and transition arrangements when published, rather than assuming an implementation date from a consultation timetable.
Does individual accountability replace the board’s collective role?
Individual accountability does not displace collective board responsibility. For PRA-regulated firms within its scope, Supervisory Statement SS5/16 explains that the two are complementary. It also sets expectations for management information that is timely, accurate, complete and relevant.
In practice, a board paper should make the decision and its implications clear. A traffic-light rating alone may tell directors little about an emerging problem. Ask what changed, what assumptions underpin the recommendation, what uncertainty remains and what would require a different course.
The company secretary can work with the chair and paper owners to secure that clarity. Specialist functions should provide the underlying analysis, and the board should have time to challenge it. Minutes should capture the significant issues considered, the decision and agreed actions without attempting to reproduce every exchange.
A useful follow-up is to compare the decision with the next report: did the agreed action happen, did it address the concern, and does any remaining issue need escalation? Closing an action because a document was circulated may leave the original problem unresolved.
Where does the company secretary add value?
The company secretary supports board processes, information flows, minutes and follow-up, as described in the Chartered Governance Institute’s role guidance. In a regulated firm, organise that work around the connection between formal responsibilities and what people actually do.
Agree who maintains the governance calendar, coordinates changes to committee terms of reference, which define each committee’s remit, and keeps the board’s action record. Identify the person responsible for each regulatory assessment or submission separately. The secretary may coordinate the process without making the underlying assessment of someone’s suitability for a role, approving a risk decision or becoming the accountable senior manager.
The FCA Handbook’s Senior Management Arrangements, Systems and Controls (SYSC) sourcebook contains binding handover requirements. For firms within SYSC 25.9’s scope, firms must take all reasonable steps to ensure incoming or changing SMF managers, and their managers or supervisors, have the information needed for their responsibilities when they start. Firms must also have a policy and maintain adequate compliance records.
The section excludes a full-scope UK alternative investment fund manager in relation to managing an alternative investment fund. Check the application provisions before treating these rules as mandatory for the firm.
For a planned handover, ask the outgoing owner to identify open decisions, unresolved challenges and approaching deadlines, alongside the formal responsibility documents. Agree where the successor will find the relevant papers and whom they should contact about missing information. Record incomplete work and who will resolve it.
The secretary can coordinate this record and bring gaps to the chair’s attention. The senior managers involved should confirm the allocation and handover of their responsibilities. Ask the incoming person to explain the decisions and issues they are taking on.
When commissioning additional support, specify the work, access to information, escalation route and who makes each decision. If the engagement involves a regulated function, assess the actual responsibilities and applicable approval requirements. A job title or support contract should not be used as a substitute for that assessment.
When must responsibility documents be updated?
A significant change in a senior manager’s responsibilities requires an immediate internal update, even where submission is not yet due. The FCA Handbook’s Supervision sourcebook, SUP 10C.11.6AR, requires the firm to prepare a revised Statement of Responsibilities. The accompanying guidance separates maintaining that record from sending it to the FCA. Other notification requirements can have earlier deadlines.
Responsibilities maps also require care over scope. SYSC 25 applies to specified firms, including enhanced solo-regulated firms, rather than every solo-regulated firm. Where applicable, SYSC 25.2 requires an up-to-date map of management and governance arrangements, including reporting lines and responsibilities.
Treat a senior manager’s departure, a reorganisation or a material redistribution of work as a prompt to check the documents against reality. Compare the Statement of Responsibilities, committee remit, delegation and relevant reporting line. Resolve any inconsistency with the responsible people, record the effective change and confirm which notifications or approvals are required.
Submission flexibility is useful administration relief. It is not permission to leave the firm’s internal account of responsibility out of date.
How can a board test responsibility from proposal to follow-up?
Trace one proposed decision through its owner, approval route, handover and outcome. Consider a hypothetical firm proposing to outsource part of its complaints handling. Assume its own delegations reserve this proposal to the board, and the senior manager currently responsible for the area is due to leave. These are illustrative assumptions, not a statement that every such contract requires board approval.
Use the next board paper and the existing responsibility documents to work through the following questions. This is a suggested review exercise, not a regulatory template or a substitute for assessing outsourcing requirements.
| Question | Evidence to examine |
| Who owns the proposal and its risks? | A named responsible senior manager, with any proposed transfer of responsibility made explicit. |
| Who can approve it? | The relevant delegation and board or committee remit, checked against this proposal. |
| What does the board need to know? | The customer impact, delivery risks, alternatives and limits of the information supporting the recommendation. |
| What happens before the current owner leaves? | An agreed successor or interim arrangement, a handover and a check of applicable approvals and notifications. |
| How will the board know it worked? | Named action owners, review dates and evidence of the outcome, with an escalation route if expectations are not met. |
Suppose the paper identifies a project lead, but nobody can explain who will remain accountable after the departure. Resolve that gap before the decision is implemented. The secretary can bring the inconsistency to the chair and relevant senior managers; those with the necessary authority must settle the allocation.
After the meeting, check that the decision, any conditions, the responsibility records and the follow-up report tell the same story. Use the exercise to test whether responsibility is clear and the agreed action addressed the concern.
What are the common questions about SMCR governance?
The practical questions are whether current duties still apply, which documents the firm needs and who holds responsibility. Each answer depends on the relevant firm and role.
Has the Certification Regime been abolished?
No. As at 23 October 2026, certification remains part of SMCR. The FCA and PRA proposals published on 22 October 2026 are consultations. Firms must continue their applicable certification obligations until the legal and regulatory requirements change. See CP26/37 and CP14/26.
Does every FCA-regulated firm need a responsibilities map?
No. SYSC 25.1 specifies which firms are covered, including enhanced solo-regulated firms. It does not impose a responsibilities-map requirement on every solo-regulated firm. Establish the firm’s category and the rule’s application before choosing its documentation checklist.
Does company secretarial support transfer a senior manager’s responsibility?
Process support does not itself transfer a senior manager’s responsibility. The firm must assess the actual functions, allocation and any required approvals. A company secretary may coordinate papers, records and follow-up while the board and senior managers retain their own decisions and responsibilities. See the FCA’s Senior Managers Regime guidance.
What support fits the work the firm needs done?
Match support to the identified capacity gap: maintaining documents, preparing board business, recording decisions or tracking follow-up. Beyond Governance’s CoSec-On-Demand service offers interim, retained or fractional, and meeting support through its employed team.
Discuss your company secretarial support needs with Beyond Governance. Bring the forthcoming meeting calendar, the changes the firm is managing and the work your team needs help completing. An agreed scope should make clear which work the governance professional will perform and which decisions and responsibilities remain with the firm’s board, senior managers and specialist functions.
