Financial Services and Markets Act 2000, section 64A

Rules of conduct

Part V Performance of Regulated Activities

(1)If it appears to the FCA to be necessary or expedient for the purpose of advancing one or more of its operational objectives, the FCA may make rules about the conduct of the following persons—

(a)persons in relation to whom either regulator has given its approval under section 59;

(b)persons who are employees of [F471 authorised personsF471] .

[F472 (c)persons who are directors of authorised persons.F472]

(2)If it appears to the PRA to be necessary or expedient for the purpose of advancing any of its objectives, the PRA may make rules about the conduct of the following persons—

(a)persons in relation to whom it has given its approval under section 59;

(b)persons in relation to whom the FCA has given its approval under section 59 in respect of the performance by them of a relevant senior management function in relation to the carrying on by a PRA-authorised person of a regulated activity;

(c)persons who are employees of F473... PRA-authorised persons.

[F474 (d)persons who are directors of PRA-authorised persons.F474]

(3)In subsection (2)—

  • F475 ...

  • “relevant senior management function” means a function which the PRA is satisfied is a senior management function as defined in section 59ZA (whether or not the function has been designated as such by the FCA) .

(4)Rules made under this section must relate to the conduct of persons in relation to the performance by them of qualifying functions.

(5) In subsection (4) “qualifying function”, in relation to a person, means a function relating to the carrying on of activities (whether or not regulated activities) by—

(a)in the case of an approved person, the person on whose application approval was given, F476...

[F477 (ab)in the case of a person who is a director of an authorised person but is not an approved person, that authorised person, andF477]

(b)in any other case, the person's employer.

(6) In this section any reference to an employee of a person (“P”) includes a reference to a person who—

(a)personally provides, or is under an obligation personally to provide, services to P under an arrangement made between P and the person providing the services or another person, and

(b)is subject to (or to the right of) supervision, direction or control by P as to the manner in which those services are provided,

and “employer” is to be read accordingly.

[F478 (7) In this section “director”, in relation to an authorised person, means a member of the board of directors, or if there is no such board, the equivalent body responsible for the management of the authorised person concerned. F478]

Read section 64A in the full Act → Definitions (10) Cases (5)

Definitions used in section 64A

the FCA

(2) The Financial Conduct Authority is in this Act referred to as “the FCA”.

Defined in s.1A(2) · see it in the full Act

“the FCA” means the Financial Conduct Authority;

Defined in s.417(1) · see it in the full Act
rule

“rule” means a rule made by the FCA or the PRA under this Act;

Defined in s.417(1) · see it in the full Act
regulator

“regulator” has the meaning given in section 3A(2);

Defined in s.417(1) · see it in the full Act
employee

(6) The power conferred by sub-paragraph (1) may not be exercised so as to restrict or prohibit discretionary payments to employees or shareholders of a recognised central counterparty (and for this purpose “discretionary payment” has the meaning given by paragraph 13(11) of Schedule 11 to the Financial Services and Markets Act 2023 and “employee” has the meaning given by paragraph 154 of that Schedule).

Defined in Sch.17A para.9B(6) · see it in the full Act
authorised person

“authorised person” has the meaning given in section 31(2);

Defined in s.417(1) · see it in the full Act

(2) In this Act “authorised person” means a person who is authorised for the purposes of this Act.

Defined in s.31(2) · see it in the full Act
director

“director”, in relation to a body corporate, includes—

(a)

a person occupying in relation to it the position of a director (by whatever name called); and

(b)

a person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of that body are accustomed to act;

Defined in s.417(1) · see it in the full Act
the PRA

“the PRA” means the Prudential Regulation Authority;

Defined in s.417(1) · see it in the full Act
PRA-authorised person

(5) In this Act “PRA-authorised person” means an authorised person who has permission—

(a)given under Part 4A, or

(b)resulting from any other provision of this Act,

Defined in s.2B(5) · see it in the full Act

“PRA-authorised person” has the meaning given in section 2B(5);

Defined in s.417(1) · see it in the full Act
regulated activity

“regulated activity” has the meaning given in section 22;

Defined in s.417(1) · see it in the full Act
functions

(4) Neither section 2AB(3)(d) nor the definition of “functions” in paragraph 1 applies for the purposes of sub-paragraph (2).

Defined in Sch.1ZB para.31(4) · see it in the full Act

(2A) The functions referred to in sub-paragraph (1)(a) include functions of the FCA under the Competition Act 1998 or the Enterprise Act 2002 as a result of Part 16A of this Act ; but this sub-paragraph is not to be regarded as limiting the effect of the definition of “functions” in paragraph 1.

Defined in Sch.1ZA para.23(2A) · see it in the full Act

(4) Neither section 1A(6)(d) nor the definition of “functions” in paragraph 1 applies for the purposes of sub-paragraph (2).

Defined in Sch.1ZA para.23(4) · see it in the full Act

Cases considering section 64A (5)

Robin Crispin Odey v The Financial Conduct Authority

[2026] UKUT 351 (TCC) · 14 September 2026Interprets

The Tribunal interpreted section 64A as permitting conduct rules for employees and directors, whose scope turns on the firm function and connection to regulated activity rather than the capacity in which the person acted. (see paras [1292]-[1304]; [1320]-[1337]) The Tribunal confirmed that the Authority may make conduct rules for employees of authorised persons, including Odey as a certification employee. (see paras [1294]; [1320]) The Tribunal held that conduct rules must relate to conduct concerning qualifying functions; it rejected an additional requirement that the person act in their certified capacity. (see paras [1295]-[1304]; [1321]-[1328]) A qualifying function is a function relating to activities carried on by the person’s employer. That connection, rather than the capacity in which the person acted, defines the conduct rules’ scope. (see paras [1295]-[1304]; [1331]-[1342]) The Tribunal relied on the extended definition of employee to find that Odey acted as a member when his personal vote was needed for a quorate resolution removing ExCo. (see paras [1292]; [1345]-[1347])

Rangecourt SA & Ors The Financial Conduct Authority

[2026] UKUT 47 (TCC) · 3 February 2026Interprets

The Tribunal applied the conduct-rule jurisdiction to conduct related to functions concerning the employer’s activities, whether or not regulated activities. (see paras [646]-[649])

Markos Markou v The Financial Conduct Authority

[2023] UKUT 101 (TCC) · 28 April 2023

Confirms the statutory basis for the Authority’s Statements of Principle for approved persons. The Tribunal considered Statement of Principle 1 but found no breach based on recklessness or lack of integrity (see paras [33]-[35]; [419]-[420]).

What each judgment says about section 64A is in the case-law panel in the full Act.

Amendments and notes

8 notes from legislation.gov.uk

Amendments

  1. F471Words in s. 64A(1)(b) substituted (13.9.2018 for specified purposes, 10.12.2018 for specified purposes, 18.7.2019 for specified purposes, 9.8.2019 for specified purposes, 9.12.2019 for specified purposes, 7.12.2020 in so far as not already in force) by Bank of England and Financial Services Act 2016 (c. 14), s. 41(3), Sch. 4 para. 13(2); S.I. 2018/990, reg. 2(1)(2)(3) (with regs. 3-6); S.I. 2019/1136, reg. 2(2)(3)(4)(5) (with regs. 3-5, 7)
  2. F472S. 64A(1)(c) inserted (6.7.2016) by Bank of England and Financial Services Act 2016 (c. 14), ss. 24(2)(a), 41(3); S.I. 2016/627, reg. 2(1)(r)
  3. F473Word in s. 64A(2)(c) omitted (13.9.2018 for specified purposes, 10.12.2018 for specified purposes, 18.7.2019 for specified purposes, 9.8.2019 for specified purposes, 9.12.2019 for specified purposes, 7.12.2020 in so far as not already in force) by virtue of Bank of England and Financial Services Act 2016 (c. 14), s. 41(3), Sch. 4 para. 13(3); S.I. 2018/990, reg. 2(1)(2)(3) (with regs. 3-6); S.I. 2019/1136, reg. 2(2)(3)(4)(5) (with regs. 3-5, 7)
  4. F474S. 64A(2)(d) inserted (6.7.2016) by Bank of England and Financial Services Act 2016 (c. 14), ss. 24(2)(b), 41(3); S.I. 2016/627, reg. 2(1)(r)
  5. F475Words in s. 64A(3) omitted (13.9.2018 for specified purposes, 10.12.2018 for specified purposes, 18.7.2019 for specified purposes, 9.8.2019 for specified purposes, 9.12.2019 for specified purposes, 7.12.2020 in so far as not already in force) by virtue of Bank of England and Financial Services Act 2016 (c. 14), s. 41(3), Sch. 4 para. 13(4); S.I. 2018/990, reg. 2(1)(2)(3) (with regs. 3-6); S.I. 2019/1136, reg. 2(2)(3)(4)(5) (with regs. 3-5, 7)
  6. F476Word in s. 64A(5)(a) omitted (6.7.2016) by virtue of Bank of England and Financial Services Act 2016 (c. 14), ss. 24(2)(c), 41(3); S.I. 2016/627, reg. 2(1)(r)
  7. F477S. 64A(5)(ab) inserted (6.7.2016) by Bank of England and Financial Services Act 2016 (c. 14), ss. 24(2)(d), 41(3); S.I. 2016/627, reg. 2(1)(r)
  8. F478S. 64A(7) inserted (6.7.2016) by Bank of England and Financial Services Act 2016 (c. 14), ss. 24(2)(e), 41(3); S.I. 2016/627, reg. 2(1)(r)