Acknowledgements ix
List of Abbreviations xi
Preface (Or, How Not to be an Execution Officer) xvii
Foreword to the First Edition xxi
Foreword to the Second Edition xxiii
PART ONE COMMENTARY AND CONTEXT 1
CHAPTER 1 The UK Regulatory Environment 3
1.1 Regulation in the UK 3
1.2 Different regulatory regimes in the UK 5
1.3 The FSMA regime for investment business 5
1.4 The UK’s anti-money laundering regime 11
1.5 The UK’s takeover regime 13
1.6 Other UK regulatory regimes 13
CHAPTER 2 The Compliance Function 15
2.1 Compliance as a concept 16
2.1.1 What is Compliance? 16
2.1.2 Who is responsible for Compliance? 19
2.1.3 Different Compliance models 21
2.2 The Compliance Officer 22
2.2.1 Key responsibilities of the Compliance Officer 22
2.2.2 What are the characteristics of a good Compliance Officer? 24
2.3 Compliance: good and bad 26
2.3.1 What are the characteristics of a good Compliance regime? 26
2.3.2 What are the characteristics of a bad Compliance regime? 30
2.3.3 Danger signals 32
2.4 The argument for Compliance 33
2.4.1 What are the benefits of Compliance, regulation and the Compliance Officer? 33
2.4.2 What are the costs of Compliance? 40
2.5 Compliance as a profession 41
CHAPTER 3 The Compliance Contract 45
3.1 The Compliance Mission Statement 46
3.2 The Compliance Charter 47
3.2.1 Contents of a Compliance Charter 47
CHAPTER 4 Mapping Your Compliance Universe 53
CHAPTER 5 Mapping Your Corporate Universe 57
5.1 Operating entities 57
5.2 Business units 61
5.3 External Service Providers 66
CHAPTER 6 Regulators and Other Industry Bodies 69
6.1 Exchanges 70
6.2 Clearing houses 76
CHAPTER 7 The Legislative Environment and Rules Mapping 77
7.1 Rules mapping 79
7.2 Detailed rules mapping for your own firm 79
7.3 Rules mapping for an overseas jurisdiction 82
CHAPTER 8 Financial Products, Services and Documentation 85
8.1 Products and services 85
8.2 Understanding products and services in context 86
8.3 Documentation 88
CHAPTER 9 Compliance Outside the Compliance Department 91
9.1 The Front Office 92
9.2 The Back Office and other support functions 93
CHAPTER 10 Key Compliance Department Activities 95
10.1 Routine activities 95
10.2 Off-Piste Compliance: advisory work 96
10.2.1 Understanding what it is all about 97
10.2.2 What are the regulatory implications? 99
10.2.3 Your plan of attack 105
10.3 Compliance conundrums 107
10.4 Dealing with a lack of cooperation 108
CHAPTER 11 Comply or Die – When Things Go Wrong 111
11.1 Someone’s watching you 113
11.2 The regulators have ‘hot buttons’ 118
11.3 What the regulators can do to find out more 120
11.4 What to do if you are being investigated or are subject to disciplinary action 122
11.5 Consequences of rule breaches and other regulatory misdemeanours 124
APPENDICES
A Routine Compliance Activities 131
B Routine Anti-Money Laundering Activities 207
C Compliance in the Front Office 221
D Compliance for Senior Management, the Back Office and Other Support Departments 265
E Compliance Conundrums – What Would You Do? 291
PART TWO COMPLIANCE PERSPECTIVES 333
Box 1: Acting on Principle 335
Box 2: ARROW 339
Box 3: Basel III and CRD IV 340
Box 4: Extradition 342
Box 5: Financial Services Action Plan 343
Box 6: Going Global? 345
Box 7: Industry Guidance 347
Box 8: L&G v. the FSA – Who are the Real Winners and Losers? 349
Box 9: Markets in Financial Instruments Directive 350
Box 10: Money Laundering Statistics 353
Box 11: Prudential Regulation of Capital Adequacy 354
Box 12: The Enforcement Process – Getting on the Wrong Side of the Regulators 356
Box 13: The Laundering Process 357
Box 14: Treating Customers Fairly 358
Index 361
