Highly Technical, Market-Driven Regulation & Compliance Courses

web: redliffetraining.com email: enquiries@redcliffetraining.co.uk phone: +44 (0)20 7387 4484

Introduction to the FCA Listing, Disclosure and Transparency and Prospectus RulesAdvanced FCA Listing Rules: Latest Updates with DTRsIntroduction to the Takeover CodeAdvanced Takeover CodeListing Rules & Takeover CodeThe Aim GamePersons of Significant Control RegistersThe Role of a Private Company SecretaryMarket Abuse RegulationIFRS 9: The Latest UpdatesSecuritisation and Structured ProductsFATCAAnti Money Laundering - Financial Crime ComplianceRegulation & Compliance Course For UK Financial ServicesFinancial PromotionsTrade Based Money Laundering and Sanctions ComplianceRisk & Capital Management Under Basel III and IFRS 9Complaints HandlingCybercrime: An Overview for Non-FinTech ManagersWorld Trade Organisation Law and Policy FundamentalsCompetition LawThe Latest Basel III Regulatory RequirementsTraining & Competence ObligationsSenior Managers & Certification Regime and its Impact on Training & Competence ObligationsCompany Secretary 2017 UpdateCorporate GovernanceFraud & Financial Services

Corporate Membership Scheme

Our Corporate Membership Schemes are not valid on any courses held on an in-house basis and are in line with our standard Terms & Conditions

If you would like to enquire about one of our Corporate Membership Schemes then please call or email us for more information.

Email: enquiries@rtlimited.co.uk Tel: +44 (0) 20 7387 4484

Our Corporate Membership Scheme gives clients the benefit of discounted course places with absolutely no

restrictions.

Clients pay an annual subscription fee of £595 + VAT to receive 20% discount on all public course and conference

bookings irrespective of the numbers booked.

You Corporate Membership Scheme can be used once payment is received and will be valid for one year.

web: redliffetraining.com email: enquiries@redcliffetraining.co.uk phone: +44 (0)20 7387 4484

To book this course or find out more, please click the “Book” button

Course Content

Introduction To The FCA Listing, Disclosure And Transparency And Prospectus Rules

Date: 28 Feb 2018, 11 Oct 2018 Location: London Standard Price: £600 + VAT

Membership Price: £480 + VAT BOOK NOW

Course Overview

Participants will learn about the general principles which underpin the Prospectus Rules, Listing Rules and Disclosure and Transparency Rules and be taught about their practical application regarding obtaining listings and executing further transactions.

They will gain a strong understanding of the role of the sponsor, the conditions and methods of listing, the listing procedures and the contents of prospectuses and all aspects of continuing obligations, including the disclosure of inside information.

They will appreciate how the provisions of the EU Prospectus, Market Abuse and Transparency Directives have been brought into UK regulation and examine the different requirements of premium and standard listings compared to those of AIM.

In addition to comprehensive slides, the course documentation includes detailed notes on the rules, summaries of FCA/FSA enforcement cases for breaches of the rules, and extracts from the different types of prospectus and circular covered in the course.

Background to the regulation ■ The EU Prospectus Directive, Market Abuse

Directive and Transparency Directive ■ How the regulators operate ■ Standard and premium listings ■ Recent problems with controlling sharehold-

ers: Bumi and ENRC

Listing Rules ■ Listing principles ■ General requirements for listing ■ Requirements for a premium listing

• Three year track record• 75% of business• Independence• Requirements for companies with con-

trolling shareholder• Special types of issuer

■ Types of flotation ■ Listing application ■ Suspension, cancellation and restoration of

a listing• Reverse takeovers

■ Sponsors• Role and responsibility• Criteria for approval

■ Continuing obligations• Continuing eligibility requirements• Pre-emption rights• Transactions after flotation• Model Code• Documents requiring prior approval

■ Significant transactions• The class tests• Break fee rules

■ Related party transactions ■ Share buy-backs

The Disclosure and Transparency Rules ■ Principal concepts ■ Effect of Market Abuse Regulation (MAR) on

Disclosure Rules ■ Disclosure and control of inside information by

issuers• What constitutes inside information?• Is an immediate announcement necessary?• Selective disclosure• Market rumours

■ Disclosure of PDMR dealings ■ Annual reports and interim reports ■ Disclosure of shareholdings

• Thresholds• Timing

■ Access to information ■ Corporate governance

Prospectus Rules ■ Requirement to produce a prospectus ■ Exemptions ■ Contents of a prospectus

• Example of rights issue prospectus• Omissions• Incorporation by reference• Historical financial information • Forecasts and pro formas

■ Approval and publication of a prospectus ■ Advertisements ■ Supplementary prospectuses ■ Passporting and third country issuers ■ Responsibility for prospectus

Key regulation differences with AIM ■ Comparison of premium and standard listings

and AIM

To book this course or find out more, please click the “Book” button

Course Content

Advanced FCA Listing Rules: Latest Updates with DTRsDate: 06 Mar 2018, 28 Nov 2018

Location: London Standard Price: £695 + VAT Membership Price: £556 + VAT

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Course Overview

On 3 July 2016, the new Market Abuse Regulation came into effect and, in spite of the Brexit vote, it is expected to remain applicable in the UK for at least two years and probably longer. MAR and its delegated regulation and guidelines have replaced the Disclosure Rules and the Model Code of the Official List and have established new procedures and reporting for UK companies and their PDMRs. The first part of the course looks at the requirements of the new MAR and the changes this will bring to the UK market abuse regime.

The course then covers other updates to the Official List Listing Rules, Transparency Rules and Technical Notes in the last few years, including the measures the FCA has introduced to enhance shareholder protection in controlled companies and changes to the sponsor competence and transaction rules.

In addition to comprehensive slides, the course documentation includes exercises illustrating the points in the Technical Notes.

Market Abuse Regulation ■ The new MAR regime

• Replacement of Market Abuse Directive• FCA's approach to MAR

■ Prohibition of market abuse and market manipulation• Definition of inside information• Insider dealing• Unlawful disclosure

■ Disclosure of inside information• Conditions for delaying disclosure• ESMA guidelines on legitimate interests• Notification of delays in disclosure

■ Safe harbours from market abuse ■ New requirements for insider lists ■ Changes in director/PDMR disclosures

• Information required• Closed period restrictions and exceptions

FCA’s rules to strengthen shareholder protection ■ Background to new rules

• Issues arising from Bumi, ENRC and oth-er controlled companies

■ Controlling shareholders targeted by new rules

■ Mandatory relationship agreements ■ Enhanced voting rights of minority share-

holders ■ Provisions affecting all companies

• Independent business and guidance• Annual report disclosures• Smaller related party transactions• Changes to Listing Principles• Notifications for breach of ongoing eligi-

bility criteria

Other Listing Rule and guidance changes ■ Reverse takeovers

• Extension of scope• When to seek suspension and how to

avoid it• Reduction of information requirements

• When cancellation of listing is necessary ■ Sponsors

• New sponsor competence rules• Broadening of “sponsor services”• Smaller related party guidance• Greater responsibility to provide informa-

tion to FCA• On-going identification of conflicts• Guidance on procedures and resourcing• Guidance on joint sponsors

■ Transactions• Class tests changes and guidance• When supplementary circulars are re-

quired• Updates to circular rules and guidance• Circulars requiring approval• Relaxation of share buy-back rules and

guidance• Guidance on refinancings and reconstruc-

tions and hostile takeovers

Transparency Rule updates ■ Update of the Transparency Rules following

Transparency Directive changes

What our clients are saying about the course

“The trainer has good practical experience & appreciation of the issues encountered by

practitioners”

“Good interactivity, real life examples & comprehensive content”

“A good combination of update on new rules and refresher of the existing rules”

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Course Content

Introduction to the Takeover CodeDate: 01 Mar 2018, 12 Oct 2018

Location: London Standard Price: £600 + VATMembership Price: £480 + VAT

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Course Overview

On this introduction to the Takeover Code course, participants will learn about how the Takeover Panel operates in practice and how to apply the six general principles.

The course will cover the issues involved in approaching target companies, making announcements, giving independent advice and complying with share dealing restrictions. Participants will also gain a strong understanding of voluntary, mandatory and partial offers as well as the principles of the bid timetable and the conduct of the parties during an offer period.

The course will examine the circumstances when the Takeover Code is applicable, the relevance of the key rules of the Takeover Code, the application of the Code in practice and the documentation requirements of the Panel.

Introduction to the Takeover Code ■ How the Takeover Panel operates ■ Companies, transactions and persons

subject to the Code ■ Enforcement of the Code

The Six General Principles and their application

Key Code definitions

The approach, announcements and independent advice (Rules 1-3) ■ Secrecy ■ When announcements are required ■ Announcements of possible offers and

naming ■ Terms and pre-conditions in possible

offers ■ Automatic 28 day PUSU ■ Firm offer announcements (Rule 2.7) ■ Consequences of statement of intention

not to make offer ■ Irrevocable commitments ■ Independent advice

Dealing restrictions, disclosures and share purchases ■ Prohibited dealings ( Rule 4) ■ Consideration to be offered (Rules 6 and

11) ■ Consequences of certain dealings (Rule

7) ■ Disclosure requirements in offer period

(Rules 8 and 38) ■ Timing restrictions on acquisition of

shares and exceptions (Rule 5)

Mandatory offers (Rule 9) ■ When required ■ Conditions which are possible ■ Price payable ■ Whitewash procedure ■ Purchase of own shares (Rule 37)

Voluntary offers ■ The acceptance condition (Rule 10) ■ The CMA and the European Commission

(Rule 12) ■ Pre-conditions and conditions in firm offers

(Rule 13) ■ Partial offer requirements (Rule 36)

Provisions applicable to all offers ■ Multiple classes of share capital (Rule 14) ■ Convertibles and warrants (Rule 15) ■ Special deals with favourable conditions

(Rule 16) ■ Announcement of acceptance levels (Rule

17) ■ Restrictions following offers and partial

offers (Rule 35) Conduct during the offer ■ Standards of care for Information (Rule

19) ■ Responsibility for information ■ Unacceptable statements ■ Post-offer undertakings and statements of

intention ■ Equality of information (Rule 20) ■ Restrictions on frustrating action (Rule 21)

Documents ■ Overview of document rules (Rules 23 to

27) ■ Distribution of documents and checklists

(Rule 30)

Profit forecasts, QFBS and asset valuations (Rules 28 and 29) ■ Different types of profit forecast ■ Reporting requirements ■ Disclosures for Quantified Financial Benefit

Statements ■ Consensus forecasts ■ Asset valuation reporting requirements

Outline timetables (Rules 31 to 34 and Appendix 7) ■ Contractual offers ■ Schemes of arrangements

To book this course or find out more, please click the “Book” button

Course Content

Advanced Takeover CodeDate: 27 Ap 2018, 8 Nov 2018

Location: London Standard Price: £695 + VAT Membership Price: £556 + VAT

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Course Overview

This course covers key rules in the Takeover Code regulating takeovers and the bid strategies and tactics that are used in the current marketplace.

Following the extensive Code Review in 2011, the tactical advantage that possible bidders have had in takeovers has changed and the course examines the numerous effects this has had on bidder and target strategies.

Participants will learn how takeovers are conducted from the initial stages to the completion or lapsing of the bid and will gain an understanding of which strategies and tactics have and which have not worked, with examples from many recent deals.

The Takeover Code: Conduct of Offer ■ The UK takeover framework ■ Legal, UKLA and Code provisions

Key rules for the conduct of public bids ■ Announcements

• When possible/firm offer announcements are required

• Advisers’ responsibilities for announce-ments

• What is an untoward share price move-ment?

• Disclosures following announcements• Naming and Put Up or Shut Up• Contents of firm offer

■ Conditions/pre-conditions• When can they be subjective?• When can they be invoked?• What pre-conditions are possible in firm

offer announcements? ■ Minimum consideration following market

purchases ■ Restrictions

• No special deals • Management incentivisation in PTPs• Frustrating actions and exceptions

■ Squeeze out requirements ■ Overview of recent changes to rules ■ Types of takeover

• Offer statistics• Contractual offer timetable• How hostile offers are played out• Timetables in competitive situations• Development of Schemes of Arrangement• The rules for Schemes and timetable• Mandatory offer and whitewash require-

ments and uses• Partial and tender offers – rules and

when they are useful

Public Takeovers: Strategies and Tactics ■ Changes in marketplace which have affected

takeoversBidder Strategies and Tactics ■ Buying share stakes in Target

• Advantages of buying share stakes before and during bid

• Risks of buying stakes• Restrictions on stake-buying and regulatory

requirements • Methods of acquiring stakes• Is it worth holding a large minority stake?

■ Irrevocable undertakings• Advantages of holding irrevocables• Attitude of shareholders• Hard and soft irrevocables• Non-binding letters of intent

■ Impact of Code changes• Return to traditional bid approach• Effect of 28 day PUSU and naming• Work which needs to be done before ap-

proach• Friendly negotiations or hostile offer?• Possible offers and bear hugs

■ Timing considerations of firm offer announce-ments and bid Issues if US shareholders are present

■ Structure: Scheme of Arrangements or Offer• Advantages and disadvantages compared to

contractual offer• Examples of Schemes/offers meeting share-

holder opposition• Examples of Schemes in competitive situa-

tions ■ Cash or share offer?

• Advantages/disadvantages of cash and shares

• Different mixes of consideration• Cash alternative structures• Other financing structures• Means of using foreign shares

■ Care with statements

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Advanced Takeover CodeContinued

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Course Content

• Price and other future actions ■ Concluding the offer

• When to increase offer• Are no increase / no extension state-

ments useful?

Target Strategies and Tactics ■ Basic arguments for defence ■ Directors and advisers’ responsibilities

in accepting/rejecting an offer ■ Measures before a bid

• Keeping close to market• Identification of stakes• Position of pension fund

■ Negotiate, open books or make possible offer announcement?• Effects of a possible offer announcement

and timing• Advantages of an auction• When should Target refuse to talk?• When to open up books?

■ Forecasts and undertakings• Profit/dividend forecasts• Restructuring and valuations• Share buy-backs and special dividends• What works best?

■ Pleadings ■ Anti-trust ■ White knight/squire ■ Bolster the board ■ “Get them before they get you”

Both Sides’ Strategies and Tactics ■ Conflicts of interest ■ Examining documents/statements ■ Financial and managerial arguments ■ Direct approach to shareholders/analysts

WHAT OUR CLIENTS ARE SAYING ABOUT THE COURSE:

“The trainer had a good knowledge of the code

& how the various takeovers have been implemented”

“The best aspect of the course has been the chance of having an experienced

professional as a trainer.”

“Good first-hand experience, practical real life examples & updates

of recent rules”

“The trainer had years of experience giving excellent overview of the code”

“Lead by an experienced market practitioner. Very interesting to hear deal experience of other

participants too”

“Lots of good ideas of things I’ve not came across before and can consider

in future transactions”

To book this course or find out more, please click the “Book” button

■Course Content

Listing Rules & Takeover Code FundamentalsDate: 28 Feb-01 Mar 2018, 11-12 Oct 2018

Location: London Standard Price: £1,100 + VATMembership Price: £880 + VAT

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Course Overview

On day one participants will learn about the general principles which underpin the Prospectus Rules, Listing Rules and Disclosure and Transparency Rules and be taught about their practical application regarding obtaining listings and executing further transactions.

They will gain a strong understanding of the role of the sponsor, the conditions and methods of listing, the listing procedures and the contents of prospectuses and all aspects of continuing obligations, including the disclosure of inside information.

They will appreciate how the provisions of the EU Prospectus, Market Abuse and Transparency Directives have been brought into UK regulation and examine the different requirements of premium and standard listings compared to those of AIM.

On day two participants will learn about how the Takeover Panel operates in practice and how to apply the six general principles.

The course will cover the issues involved in approaching target companies, making announcements, giving independent advice and complying with share dealing restrictions. Participants will also gain a strong understanding of voluntary, mandatory and partial offers as well as the principles of the bid timetable and the conduct of the parties during an offer period.

The course will examine the circumstances when the Takeover Code is applicable, the relevance of the key rules of the Takeover Code, the application of the Code in practice and the documentation requirements of the Panel.

Day One

Background to the regulation ■ The EU Prospectus Directive, Market Abuse

Directive and Transparency Directive ■ How the regulators operate ■ Standard and premium listings ■ Recent problems with controlling sharehold-

ers: Bumi and ENRC ■

Listing Rules ■ Listing principles ■ General requirements for listing ■ Requirements for a premium listing

• Three year track record• 75% of business• Independence• Requirements for companies with con-

trolling shareholder• Special types of issuer

■ Types of flotation ■ Listing application ■ Suspension, cancellation and restoration of a

listing• Reverse takeovers

■ Sponsors• Role and responsibility• Criteria for approval

■ Continuing obligations• Continuing eligibility requirements• Pre-emption rights• Transactions after flotation• Model Code• Documents requiring prior approval

■ Significant transactions• The class tests• Break fee rules

■ Related party transactions ■ Share buy-backs

The Disclosure and Transparency Rules ■ Principal concepts ■ Effect of Market Abuse Regulation (MAR) on

Disclosure Rules ■ Disclosure and control of inside information by

issuers• What constitutes inside information?• Is an immediate announcement necessary?• Selective disclosure• Market rumours

■ Disclosure of PDMR dealings ■ Annual reports and interim reports ■ Disclosure of shareholdings

• Thresholds• Timing

■ Access to information ■ Corporate governance

Prospectus Rules ■ Requirement to produce a prospectus ■ Exemptions ■ Contents of a prospectus

• Example of rights issue prospectus• Omissions• Incorporation by reference• Historical financial information • Forecasts and pro formas

■ Approval and publication of a prospectus ■ Advertisements

To book this course or find out more, please click the “Book” button

Listing Rules & Takeover Code FundamentalsContinued

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Course Content

■ Supplementary prospectuses ■ Passporting and third country issuers ■ Responsibility for prospectus

Key regulation differences with AIM ■ Comparison of premium and standard list-

ings and AIM

Day Two:

Introduction to the Takeover Code ■ How the Takeover Panel operates ■ Companies, transactions and persons sub-

ject to the Code ■ Enforcement of the Code

The Six General Principles and their appli-cation

Key Code definitions

The approach, announcements and inde-pendent advice (Rules 1-3) ■ Secrecy ■ When announcements are required ■ Announcements of possible offers and nam-

ing ■ Terms and pre-conditions in possible offers ■ Automatic 28 day PUSU ■ Firm offer announcements (Rule 2.7) ■ Consequences of statement of intention not

to make offer ■ Irrevocable commitments ■ Independent advice

Dealing restrictions, disclosures and share purchases ■ Prohibited dealings ( Rule 4) ■ Consideration to be offered (Rules 6 and 11) ■ Consequences of certain dealings (Rule 7) ■ Disclosure requirements in offer period

(Rules 8 and 38) ■ Timing restrictions on acquisition of shares

and exceptions (Rule 5)

Mandatory offers (Rule 9) ■ When required ■ Conditions which are possible ■ Price payable ■ Whitewash procedure ■ Purchase of own shares (Rule 37)

Voluntary offers ■ The acceptance condition (Rule 10) ■ The CMA and the European Commission

(Rule 12)

■ Pre-conditions and conditions in firm offers (Rule 13)

■ Partial offer requirements (Rule 36)

Provisions applicable to all offers ■ Multiple classes of share capital (Rule 14) ■ Convertibles and warrants (Rule 15) ■ Special deals with favourable conditions (Rule

16) ■ Announcement of acceptance levels (Rule 17) ■ Restrictions following offers and partial offers

(Rule 35) Conduct during the offer ■ Standards of care for Information (Rule 19) ■ Responsibility for information ■ Unacceptable statements ■ Post-offer undertakings and statements of

intention ■ Equality of information (Rule 20) ■ Restrictions on frustrating action (Rule 21

Documents ■ Overview of document rules (Rules 23 to 27) ■ Distribution of documents and checklists (Rule

30)

Profit forecasts, QFBS and asset valuations (Rules 28 and 29) ■ Different types of profit forecast ■ Reporting requirements ■ Disclosures for Quantified Financial Benefit

Statements ■ Consensus forecasts ■ Asset valuation reporting requirements

Outline timetables (Rules 31 to 34 and Ap-pendix 7) ■ Contractual offers ■ Schemes of arrangements

To book this course or find out more, please click the “Book” button

Course Content

The AIM Game-How to list on AIM and What Happens Next?Date: 20 Apr 2018, 29 Nov 2018

Location: London Standard Price: £625 + VATMembership Price: £500 + VAT

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Course Overview

AIM: “the most successful growth market in the world” (London Stock Exchange website) or ‘the Wild West’ of investment?

AIM, previously known as The Alternative Investment Market, was created to cater for the needs of smaller companies who could not meet the conditions for listing on the Main Market or preferred the less onerous regulation of the AIM Rules. Since its launch in 1995, over 3,650 companies have chosen to join AIM. However, in recent years AIM has seen a distinct lack of new issues and overall numbers have dropped below 1000.

Whilst the LSE agrees that the last couple of years have been difficult for the AIM market, it argues: “For a growth market like AIM, the ability of existing companies to come to the market for fresh funds is almost more important than the number of IPOs.”

This one-day course explores why companies opt for AIM as opposed to the Main Market, the process for floating under the AIM Rules and other legislation plus what life is like for an AIM listed company from a legal perspective.

The course is run by an ex-Clifford Chance and Gouldens corporate finance lawyer who during her career worked on a variety of Main Market and AIM listings.

The course will cover the following: ■ Reasons for choosing AIM ■ Conditions for admittance to AIM ■ How eligibility requirements compare with

the Main Market ■ Structuring Primary and Secondary share

issues on AIM ■ Prospectus and Admission Document re-

quirements under the Financial Services and Markets Act 2000 and the AIM Rules

■ The AIM Rules (as compared to aspects of the Listing, Prospectus, Disclosure and Transparency Rules)

■ Recent changes to the AIM Rules as a conse-quence of the Market Abuse Regulation

■ The role of the NOMAD (the Nominated Advisor) and Broker in advising a company quoted on AIM (and how this compares to the role of a Main Market Sponsor)

■ Corporate Governance regulation on AIM ■ Moving on from AIM to the Main Market ■ Practical examples of AIM successes and

failures ■ Likely future developments generally and as

a result of Brexit

Delegates will consider an AIM case study, taking an analytical look at key clauses from the relevant documentation relating to a float, placing and subsequent continuing obligations. Wherever possible, the usual negotiating positions of the parties will be highlighted together with the regulatory requirements under the AIM Rules. Documentation reviewed will include the following:

■ Admission Document:• Form and layout• What needs to go in the cover pages• Rules governing the ‘front end’ (key infor-

mation, risk factors, business information and financials)

• ‘Back end’ requirements ■ Placing/Underwriting Agreement:

• Placing/underwriting obligations• Indemnity

■ NOMAD and Broker Agreement ■ Ancillary/supporting documentation, such as:

• Directors Duties’ memorandum• Responsibility Letters• Verification• Lock-up Agreements• Relationship Agreement

■ Regulatory announcements

Course notes will be provided together with exercises (and answers) relating to the topics discussed, useful web-links and a full list of documentation that may be required on an AIM float. Delegates may find it beneficial to bring a laptop or tablet to the course (although this is not essential).

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Course Content

Persons Of Significant Control RegistersDate: 8 Mar 2018

Location: London Standard Price: £295 + VATMembership Price: £236 + VAT

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Course Overview

PSC Registers were brought into being by the Small Business, Enterprise and Employment Act 2015 (SBEEA) to enhance ownership transparency of UK companies and increase trust in the UK as a place to do business.

As of 6th April 2016, all UK companies were required to create a PSC Register documenting who are their PSCs or, if the identity or full information of the PSCs is not yet known, to commence investigations. It is a criminal offence not to comply with these new provisions.

As of 30th June 2016, UK companies were required to update a public PSC register at Companies House in the Confirmation Statement which replaced the Annual Return. However, this system has now been replaced by ‘event-driven’ notification to Companies House.

18 months on and companies are still struggling with this new legislation with many getting it wrong.

What is a PSC? In very basic terms it is a shareholder who owns over 25% of a UK company. However, there are “5 Specified Conditions” including anyone who “holds the right to exercise, or actually exercises significant influence or control over Company Y”. It is this aspect of the legislation which is causing the most concern and difficulty for companies looking to establish who their PSCs are. Note also that there is a proactive obligation on PSCs themselves to notify companies.

If getting your head around the PSC regime was not difficult enough, from 26th June 2017, companies were required to update their registers on an event-driven basis and new entities have been brought into scope due to implementation of the Fourth Money Laundering Directive. The trainer has the latest position from Companies House on this and their approach to enforcement.

■ How to identify PSCs under the “5 Specified Conditions”

■ Exceptions ■ How to determine direct and indirect inter-

ests ■ Statutory Guidance on the 4th and 5th Con-

ditions ■ Non-Statutory Guidance ■ The PSC Regulations ■ Which PSCs are registrable ■ What information needs to go on the PSC

Register ■ Obligations on PSCs ■ Practical difficulties with the regime ■ What changed on 26 June 2017 and hori-

zon-scanning

This course is essential for anyone wishing to gain an overview of the extensive (and somewhat unwieldy) legislation, statutory guidance, non-statutory guidance and regulations together with some practical advice. The course is relevant to anyone involved with UK companies, whether they are in the UK or overseas.

What our clients are saying about the course

“Well structured and presented”

“Very clear, responded knowledgably to all questions”

“Broke down daunting topics into manageable segments”

“Very good course notes to refer back to”

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The Role of a Private Company SecretaryDate: 27 Apr 2018, 4 Oct 2018

Location: London Standard Price: £625 + VATMembership Price: £500 + VAT

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Background of the trainer

The purpose of this seminar is to familiarise participants with the key aspects of the role of a company secretary of a private limited company and, more generally, corporate governance best practice. The course is aimed at both newcomers and those wanting to reflect and refresh.

With the assistance of a case study, the first part of the course follows the life cycle of a company and covers the major provisions of the Companies Act 2006 that impact on a secretary’s role, including the documentation and filing aspects (highlighting key changes brought about by the Small Business, Enterprise and Employment Act 2015 (“SBEEA”)), directors’ duties and liabilities, and company decision-making. Part 2 considers how to deal with directors’ duties and conflicts in the context of a real-life case study.

In addition, the seminar will consider the multi-faceted nature of the company secretarial role which can range from purely administrative to a strategic role within the board. Delegates will discuss board issues, board papers and the soft skillset necessary for company secretaries in this pivotal role.

The course materials provided will include: ■ Full course notes for reference (written in plain English but with footnotes for extra informa-

tion); ■ Model Articles for Private Limited Companies ■ Sample Board Meeting Minutes, including declaration of interest by director ■ Sample Consent to Short Notice ■ Sample Written Resolution and Print for Filing ■ Sample Shareholder Meeting Minutes ■ Sample Shareholder Resolutions ■ Example PSC Register ■ Case Study documents ■ Exercises ■ Useful weblinks

As part of the case study, delegates will also examine common public filings, including small company accounts and a Confirmation Statement.

The trainer delivers corporate finance and corporate law courses to lawyers and non-lawyers and her style is very interactive and visual. She trained as a corporate finance solicitor at Clifford Chance and qualified there, working on main market floats and takeovers as well as being seconded to Collins Stewart stockbrokers. At Gouldens (now Jones Day), She worked on a variety of AIM transactions including floats, secondary fundraisings and takeovers. During her time at Gouldens, she was seconded to Hanson plc to assist as temporary deputy counsel and with Hanson's European brick business sale. Since 2003, she has been teaching and training: for the first 8 years at BPP Law School and latterly on a freelance basis for a variety of universities, law firms and training companies. She is a consultant professional support lawyer and a recommended member of the Legal Education and Training Group. Tanya's style is very interactive and visual.

Participants will: ■ Get to grips with the considerations on incorporation of the role of a private company

secretary ■ Learn about the role of directors and the different types ■ Explore the disclosure of interests and conflicts of interest ■ Gain an understanding of the position and duties of a company secretary and the different

‘hats’ a company secretary may have and how to manage these roles ■ Master the day to day administration of the PSC Registers ■ Gain an understanding of company names and disclosure requirements ■ Be taught about shares including their issue and transfer alongside accounts issues ■ Discover the filing requirements of Companies House

Course Objectives

Course Overview

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The Role of a Private Company SecretaryContinued...

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Course Content

Considerations on incorporation ■ Types of company ■ Company formation ■ Significance of the Memorandum of Associa-

tion ■ Articles of Association (including choice of

model articles) ■ Alterations to the Articles of Association ■ Restrictions on choice of name ■ Registered office/Single Alternative Inspec-

tion Location

Role of the directors ■ Position and types of director ■ Overview of statutory duties (and implica-

tions for board minutes) ■ Disclosure of interests and conflicts of inter-

est (and implications for board minutes) ■ Insurance and indemnities in favour of direc-

tors ■ Appointment and removal of directors ■ Service contracts ■ Transactions with directors and loans to di-

rectors

Role of the secretary ■ The position and duties of a company secre-

tary ■ The different ‘hats’ a company secretary may

have and how to manage these roles ■ The ‘soft’ skillset

Day to day administration ■ The new Persons of Significant Control Regis-

Course Contentters (PSC Registers)

■ Maintenance of statutory records (including SBEEA implications and choices)

■ Rights to inspect and receive copies of statu-tory records

■ Meetings of directors and minutes of board meetings

■ Meetings of shareholders and minutes of gen-eral meetings

■ Forms of notice of general meetings ■ Types of shareholder resolutions and filing

requirements ■ Written resolutions

Company names and disclosure requirements ■ Change of name ■ Display of name

Shares: issue and transfer ■ Creation of shares and authority to allot ■ Transfers of shares ■ Share certificates ■ The register of members

Accounts issues ■ Preparation, circulation and filing of accounts ■ Liability for the accounts ■ Accounting reference date

Companies House Filing requirements ■ Accounts and confirmation statement ■ Other documents required to be filed at Com-

panies House ■ Penalties for non compliance

To book this course or find out more, please click the “Book” button

Course Content

Market Abuse Regulation - 2017 UpdateDate: 09 Mar 2018

Location: London Standard Price: £395 + VAT Membership Price: £346 + VAT

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Course Overview

In 2016 the new EU Market Abuse Regulation (MAR) became applicable in the UK and will remain so for at least two years and probably longer, in spite of Brexit. This regulation has replaced the Market Abuse Directive and the rules regarding inside information in DTR 2, the dealings of directors and other persons discharging managerial responsibility in DTR 3, and the Model Code for Official List companies.

The regulation is also applicable for the first time to AIM companies

This course examines requirements of the new MAR, it’s Technical Standards, the ESMA Guidelines and Q&A and how this has been interpreted in the UK. In addition to comprehensive slides, course documentation includes the forms required by the FCA and a copy of the Market Abuse Regulation and Delegated Regulation.

The new MAR regime ■ Replacement of Market Abuse Directive ■ UK law offences ■ EU Regulations, Standards and Guide-

lines and ESMA ■ FCA’s approach to MAR ■ Extended application covering MTFs

such as AIM

Prohibition of insider dealing and market manipulation ■ Definition of inside information ■ Reasonable investor test ■ UK interpretation ■ Insider dealing and unlawful disclosure ■ Broadening of market manipulation

Disclosure of inside information ■ Requirements for public disclosure ■ Conditions for delaying disclosure ■ ESMA and FCA guidelines on legitimate

interests ■ Notification to FCA of delays in disclo-

sure ■ Standard for delaying disclosure and

notification ■ DTR 2 and AIM Rule 11 and guidance

Safe harbours from market abuse ■ Market soundings standards and ESMA

guidelines ■ Legitimate behaviour ■ Share buy-back programmes ■ Stabilisation

Insider lists ■ Responsibility ■ Technical Standard format with additional

information ■ Requirements for AIM companies

Managers’ transactions ■ Changes in director/PDMR notifications ■ Annual thresholds ■ Technical Standard for disclosure format ■ Revised definition of closed periods ■ Exceptions from closed period dealing

prohibition ■ DTR 3 guidance and deletion of Model

Code ■ AIM Rule 17 and 21 changes and guid-

ance ■ CLLS and Law Society Q&A and ICSA

Dealing Code

What Redcliffe’s clients are saying about the course;

“Helpful in highlighting both areas of change and issues of uncertainty – very

detailed”

“Very good overview of MAR”

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Course Content

IFRS 9: The Latest UpdatesDate: 21 Mar 2018, 18 Oct 2018

Location: London Standard Price: £625 + VAT Membership Price: £500 + VAT

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Course Overview

International Financial Reporting Standard 9 (“IFRS 9”) is the accounting standard for financial instruments, which defines the classification, measurements and impairment of financial instruments. It is designed to make annual reports more meaningful to investors as well as simplify how auditors implement the rules and introduce safeguards to limit credit losses.

In July 2014, after several years of delay, the accounting regulators published the final text of IFRS 9. This combines revised versions of previously published sections with the first publication of the final and most controversial impairment section. IFRS 9 will become effective in 2018.

Through a mix of lecture and case studies, the workshop will equip participants to achieve a detailed understanding of the latest IFRS 9 standard, both for financial assets, liabilities and derivatives, including: ■ The classification and measurement of financial instruments; ■ The new impairment methodology based on expected losses; ■ The fair value of financial liabilities and deterioration of institutions’ own credit; ■ The different types of hedge accounting and the recent IFRS changes.

Session 1 - Introduction ■ What is IFRS 9? How does it differ from IAS

39? ■ What are financial assets and financial lia-

bilities? ■ IFRS 9 history and implementation over-

view

Session 2 – Financial Assets Classification & Measurement ■ Presentation of the three different catego-

ries• Amortised Costs;• Fair value through Profit & Loss (FVTPL);• Fair value through Other Comprehensive

Income (FVTOCI) ■ Accounting treatment determined by (i)

business model (ii) nature of cash flows ■ Decision tree to decide on classification of

financial instruments ■ Balance sheet and P&L calculation of a bond

at amortized cost• Based on the Internal Rate of Return

(IRR) of future cash flows• Treatment of fees in the IRR calculation

■ Balance sheet and P&L calculation of a bond at FVTPL and FVTOCI• Effective interest rate method for inter-

ests (same as amortised costs)• Unrealised gain based on NPV at current

yield of future cash flows ■ Reminder on determining fair value

• Level 1 based on unadjusted quoted price

• Level 2 based on quoted price in inactive markets or observable model input

• Level 3 based on unobservable but signif-icant inputs to the overall value

Case Study #1: participants will be presented with a few financial instruments and will classify them in their relevant categories

Case Study #2: participants will compute on Excel the impact on balance and P&L for

different types of debt & equity instruments

Session 3 – Financial Assets Impairments ■ Applies to amortized cost and FVTOCI manda-

tory fixed income instruments ■ Incurred losses (IAS 39) has been replaced by

expected losses (IFRS 9) ■ Three stages process to determine impair-

ments• Stage 1: “12-month expected credit loss-

es” with effective interest rate on gross on gross carrying amount

• Stage 2: “life-time expected credit loss-es” with effective interest rate on gross on gross carrying amount

• Stage 3: “life-time expected credit losses” with effective interest rate on gross on am-ortised costs

■ Accounting treatment for financial instruments already impaired when acquired

Case Study #3: participants will assess the credit deterioration of a Greek bond throughout the crisis and its different stages

Session 4 – Financial Liabilities & Own Credit ■ Financial liabilities at amortised cost or FVTPL ■ Own credit deterioration reduces institutions’

liabilities ■ Liability reduction due to rating downgrade to

be now classified in OCI

Case Study #4: participants will assess the impact on credit deterioration on institutions’ own bonds Session 5 – Hedge Accounting ■ Qualification for hedge accounting ■ Different types of hedge accounting, same as

IAS 39, except for time value of money and forward points in foreign exchange forward• Cash flow hedge• Fair value hedge• Net investment hedge for foreign subsidiar-

ies ■ Accounting treatment for time value of money

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for options: a two-step process through OCI

■ Accounting treatment for foreign currency forward points in OCI

■ IFRS 9 hedge accounting more closely aligned to risk management policy• Removal of hedge effectiveness criteria

(80% to 125%)• Extends eligibility of risk component to

include non-financial items • Permits aggregate exposure that in-

cludes a derivative to be eligible hedged item

• Group of items and a net position (e.g. assets & liabilities or forecast sales & purchases) hedged collectively as group

Case Study #5: participants will classify a few hedging transactions in their relevant categories

Case Study #6: participants will value an interest rate swap accounted for as a cash flow hedge

Case Study #7: participants will review and assess different hedge scenarios including risk component hedging, aggregate exposures and net position

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Advanced Negotiation Issues in M&ADate:

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Course Overview

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Securitisation & Structured Products: Upcoming Regulatory ChangeDates: 15 Mar 18, 26 Sep 2018

Location: London Standard Price: £625 +VATMembership Price: £500 + VAT

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Course Overview

This Structured Products & Upcoming Regulatory Changes course is designed to provide coverage of the important aspects of upcoming regulatory changes within the securitisation and structured products arena and the popular structured products in the market.

During the course, we will go through an exercise covering example scenarios whereby you may come across inside information. This could happen, for example, in the course of advising or dealing with clients or when you are working on documents, when you enter a meeting room or even if you overhear a conversation in the lift or see a document left on a printer. The new rules (“Market Abuse Regulation”) came into effect in July 2016 and carry both civil and criminal sanctions.

This course is relevant for in-house lawyers and private practice lawyers alike and bankers involved in structured finance, from the documentation teams, structurers, sales teams to compliance personnel monitoring such transactions as well as accountants who advise clients on structured finance transactions. This course will also be of relevance to asset managers, portfolio managers, hedge funds and investors such as wealth funds, pension’s funds, insurance companies looking to invest or be involved in structured products and securitisation.

The course sets the scene by giving you an introduction to Structured Products, the various types of transactions, the eligibility criteria and the role of the Portfolio Manager. The impact of the credit crisis on structured products is briefly discussed before moving on to the different types of Structured Products in detail.

We go through the different types of securitisation structures in the market and cover the pertinent issues to consider when undertaking due diligence of the underlying assets. We further cover the risk factors that are typically disclosed to investors and various regulatory considerations.

We undertake a detailed analysis of the multitude of key issues and features involved in and the variety of structures in Structured Products transactions. We cover CDOs, CLOs, CBOs, CLNs, CDSs, and CPPI transactions. We go through ABCP Conduit Programmes and repackaging programmes and transactions. We cover key legal issues, regulatory issues, documentation issues and timelines. We also touch on the various types of Structured Equity Derivatives Products, fund linked products and hybrid products.

An overview of the EU and US regulatory framework within which UK securitisations and Structured Products operate and a summary of the latest reforms of interest to structured finance lawyers is covered. We then focus on EU and US reforms having a direct impact on securitisation, CDO and CLO transactions including the ringfencing regime. We cover the risk retention requirements, credit ratings reforms and industry-led initiatives promoting transparency and disclosure.

Trained as a lawyer, the trainer has over 19 years experience in international banking and structured finance transactions, including real estate finance, loans, leverage finance, debt capital markets, securitisation, structured products, repos, derivatives and financial regulatory and compliance.

She has been actively involved in the creation of innovative award winning structured transactions and negotiating complex financings. She has advised global institutions such as Credit Suisse, Citigroup and Goldman Sachs and spent many years practicing law at Allen & Overy LLP, Linklaters and Sidley Austin Brown & Wood in multiple jurisdictions including London, New York, Hong Kong, Singapore etc.

She holds a Law LLB (Hons) degree from University College London and has worked in the Finance Know-how team at Clifford Chance. She is an author and now runs her own business advisory, training and legal consultancy.

Background of the trainer

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Course Content

Introduction: Structured Products ■ Static Transactions ■ Revolving Transactions ■ Managed Transactions ■ Eligibility Criteria ■ The Role of a Portfolio Manager

• Standard of care• Recent case law: UBS AG (London

Branch) and another v Kommunale Was-serwerke Leipzig Gmbh; UBS Ltd v Depfa Bank plc; UBS AG (London Branch) v Landesbank Baden-Wurttemberg [2014] EWHC 3615 (Comm), [2014] All ER (D) 47 (Nov)

• The Removal of a Portfolio Manager ■ Cash vs Synthetic ■ Balance Sheet vs Arbitrage ■ Impact of the Credit Crisis

CDOs, CLOs and CBOs ■ Types of Portfolio ■ Structure and Key Features

• Static Cash CDO• Managed Arbitrage Cash CDO• Managed Arbitrage Synthetic CDO• Balance Sheet Synthetic CDO

■ Core Concepts • Overcollateralisation Tests• Interest Coverage Tests• When Tests Are Applied• Consequences of Breach• Priority of Payments of Notes – OC Tests

■ The CDO Timeline• Managed CDO Timeline• Warehousing Period• Ramp Up Period• Reinvestment Period• Amortisation Period

■ Capital Structure ■ Key Legal Issues

• Control of changes and waivers• Events of default/enforcement• Prospectus liability• Selection of Portfolio Manager

Asset backed Commercial Paper (ABCP) Conduit Programmes and SIVs ■ Structure of ABCP Conduit ■ Types of guarantees ■ Structure of SIVs ■ Key Features and Differences between SIVs

and ABCP conduits ■ Differences between SIV vs CDO

Credit Linked Notes (CLNs) ■ Key Features and Structure ■ Types of CLNs

• Single name• Linear Basket• Nth to Default Basket• Index Linked• Zero Coupon• Self Referencing

■ Key issues to consider in documentation ■ What happens on Credit Events

• Physical Settlement• Cash Settlement• Auction Settlement

■ EMIR Requirements for Clearing

Credit Default Swaps (CDSs) ■ Structure and Key Features ■ Benefits ■ Types:

• CDS on ABS• Basket CDS

■ Portfolio CDS ■ Nth to Default CDS

• Loan only CDS (LCDS) ■ Documentation

Constant Proportion Portfolio Insurance (CPPI) Transactions ■ Structure and Key Features

• Rebalancing• Static• Managed• Gap Risk• Cash out Event

■ Example ■ The Benefits ■ The Documentation

Structured Equity Derivatives Products ■ Equity Linked Notes

• Yield Enhancement • Principal Protected Structure

■ Equity Linked Deposits• Equity swaps and options combined• Example

■ Hedge Funds ■ Fund of funds ■ Fund Linked Notes ■ Convertible Bond Arbitrage – Credit Default

and Equity swaps combined

Repack Programmes ■ Basic Structure and Key Features ■ Benefits ■ Documentation ■ Repackaging ABS for ECB repo eligibility

ORAL EXERCISE: Example scenarios relating to the Market Abuse Regulation (“MAR”) which aim to prevent abuse of inside information and carry both civil and criminal sanctions

EU & US Regulatory Issues and Upcoming Regulatory Changes ■ The Regulatory Bodies ■ Regulations relevant to Structured Products

involving Securities ■ Regulations relevant to Structured Products

involving Swaps ■ Other Regulations relevant to Structured

Products• MiFID II and MiFIR

Securitisation & Structured Products: Upcoming Regulatory Change

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• PRIIPs• UCITs

■ Regulations relevant to Securitisations• The Basel II Framework• The EU Capital Requirements Regulation

(CRR)• Basel III and CRD IV• The Application of the Ringfencing Re-

gime – Part 9B FSMA 2000 ■ US Regulations

• Dodd-Frank Act ■ Derivatives in Structured Products ■ Risk Retention Requirements ■ Disclosure for Rating Agencies on ABS

Products• The Volcker Rule• Foreign Account Tax Compliance Act

(FATCA)• US Securities Act of 1933

■ Rule 144A ■ Regulation

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Advanced Negotiation Issues in M&ADate:

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FATCA - The Important Provisions & Practical ComplianceDate: 24 Jan 2018, 11 Jun 2018, 12 Nov 2018

Location: London Standard Price: £625 + VATMembership Price: £500 + VAT

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Course OverviewThe 1st Module

This is designed to provide a basic understanding of the important aspects of The Foreign Account Tax Compliance Act (FATCA) provisions and the impact it has on the contracts entered into by various financial institutions in the current market. Such provisions will of course vary from institution to institution and from transaction to transaction depending on the nature and type of transaction hence this course seeks to discuss the most common provisions currently in use in today’s market.

Initially we will set the scene by going through the background of the underlying US legislation from which FATCA emerges followed by the core elements of the FATCA provisions. We will then cover the obligations imposed by FATCA in particular the withholding tax obligation.

We will then go through the key terms defined in the legislation such as withholdable payments, sale or disposition, the exceptions and pass through payments. We will cover in detail the types of entities affected by FATCA by discussing the definitions of Foreign Financial Institutions (FFIs) and Non-Financial Foreign Entity (NFFE). We will discuss the financial account, the grandfathered obligations and the concept of material modifications from the FATCA perspective.

We will then move on to cover the various models of Intergovernmental Agreements (IGAs) and the timeline for implementation of FATCA. Finally we will go through the typical FATCA representations and warranties and the tax gross up obligation clauses. We will also cover the definition of “Affiliates” and finish off with a questions and comments session.

The 2nd Module

This will cover the practical compliance and financial reporting aspects in the UK relating to FATCA.

We will discuss the implementation of FATCA in the UK and the UK/US IGA. We will then cover the 4 main obligations of the Reporting Financial Institutions and what information is required to be reported. We discuss the consequences of non-compliance and for avoidance. We go through the key differences between the FATCA regime and the CRS.

We then go into detail on submitting a FATCA Return and discuss the HMRC’s guidance’s on registration and reporting.

This course is relevant for in-house lawyers and private practice lawyers alike and bankers involved in structured finance, from the documentation teams to the structurers. This course will also be of relevance to financial institutions such as asset managers, portfolio managers, hedge funds and investors involved in structured finance documentation.

1ST MODULE – THE IMPORTANT PROVISIONS

Introduction and Scope

What is FATCA? ■ Background ■ Core Elements of the FATCA Provisions ■ FATCA Impositions ■ The Withholding Tax Obligation ■ Withholding Agents ■ How Are Entities Affected

• Foreign Financial Institutions (FFIs)• Non-Financial Foreign Entities (NFFEs)

The Key Terms ■ Withholdable Payments ■ Definition of ‘US Source FDAP Income’ ■ Definition of ‘Sale Or Other Disposition’ ■ Exceptions ■ Pass thru payments

■ Financial Account

Grandfathered Obligations ■ Pre-existing Obligations ■ Material Amendments

Intergovernmental Agreements (IGAs) ■ Model 1 IGA ■ Model 2 IGA ■ Current IGAs

Timeline for Implementation

Common FATCA Provisions ■ Tax Gross Up Obligations ■ Tax Indemnity ■ Increased Costs ■ Agent Replacement ■ Information Sharing ■ Representations and Warranties

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■ Post-Brexit Withholding Concerns

Loan Agreements and FATCA ■ Points to bear in mind ■ Payments subject to FATCA ■ Standard LMA Clauses ■ Brexit Implications

2ND MODULE – PRACTICAL COMPLIANCE

Implementation of FATCA ■ Background ■ Framework of UK/US IGA & UK Regula-

tions ■ Who it applies to ■ Reporting and Non-Reporting Financial

Institutions ■ 5 Categories of Financial Accounts and

Exemptions

4 Main Obligations of Reporting Financial Institutions ■ Registration with IRS – Reporting Format

for Registration ■ Reporting Structure ■ Reporting Thresholds ■ Due Diligence

• Pre 30 June 2014• post 1 July 2014

Information To Be Reported ■ Global Intermediary Identification Number

(GIIN) ■ Taxpayer identification number (TIN)

• Year 2015 onwards• Year 2016 onwards

■ NFFEs and Passive NFFEs

Submitting FATCA Return ■ HMRC’s Registration Guidance

• Exchange of information ■ Existing Users ■ New Users

• Completing Registration ■ HMRC’s Reporting Guidance

• Overview of Automatic Exchange of Infor-mation (AEOI) Reporting Process

• Creating an AEOI Return for FIs ■ Online questions ■ Accountholder types ■ Accountholder details and number ■ Account types

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Course Content

Anti Money Laundering - Financial Crime ComplianceDate: 19-20 Mar 2018, 30-31 Oct 2018

Location: London Standard Price: £1,050 + VATMembership Price: £840 + VAT

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Course Overview

BackgroundThe cost for anti-money laundering compliance in both banking and non-banking institutions is increasing at an exponential rate. Financial crime is becoming highly sophisticated while the global financial ecosystem and regulators are playing catch-up to technology.

Despite tremendous global coordination efforts by the Financial Action Task Force (FATF) on money laundering since its establishment in 1989, less than 1% of the global volume is detected according to the UN. The root cause however lies in the fact that the financial system and regulations are antiquated with today’s sophistication of financial crime and technological opportunities.

Day One - will cover the different development in the market that modifies the process of money laundering and helps doing the compliance function differently.

Day Two - adopts a practical approach to financial crime prevention and cautions on the different pitfalls in financial crime.

Who Should Attend:Officers from both financial and non-financial industries;

1. Banks, Insurance companies, Trusts, Offshore management companies, Investment Companies, Leasing companies, Construction companies & Real Estate agencies, Money changers, IT industry, Gaming Industry, those dealing in precious stones, Stock brokers, Consulting firms, Business owners, Private hospitals, Importers/Exporters, Internet based businesses, and all organisations wishing to limit their money laundering exposure risk.

2. Key players focussing on Financial Crime Prevention measures and establishing a robust systems to combat financial crimes i.e Regulatory bodies, Investigators / Fraud Examiners, Tax officers, Govt officers, Good Governance, Consultants, Risk and Compliance professionals, MLROs, Internal/External auditors, Senior managers and Top management, IT officers, Accountants/Solicitors and other professionals involved in the prevention of financial crimes.

Methods of Money Laundering: ■ Banks - (Case study) ■ Insurance companies - (Case Study) ■ Offshore Vehicles - (Case Study) ■ Trusts - (Case Study) ■ Investment Companies - (Case Study) ■ Money changer - (Case study) ■ Other vehicles behind money laundering ■ Making dirty money clean ■ Predicate Crimes

Financial Crime Prevention Practices and Effectiveness of KYC Policies ■ CDD, KYC & IDV ■ Sanctions ■ Customer Due Diligence. ■ Politically Exposed Persons ■ KYC: Specific Identification & Verification

Issues. ■ Suspicion & Escalation. ■ Managing Methods of Money Laundering ■ Legitimate but Potentially high risk Structures

Case study: The Interaction Between the Risk-Based Approach and Management of

High-Risk Clients

Money Laundering Regulations 2017 ■ Changes ■ General risk assessment ■ Risk mitigation policies ■ Level of due diligence ■ Reliance on third parties ■ PEPs ■ New Criminal Offence ■ Office for Professional Body Anti-Money Laun-

dering Supervision (OPBAS). Risk Based Approach ■ What does this mean ■ How should it work ■ What are the key differences ■ Enhanced Due diligence – what does this

mean

Exercise – the Risk Based Demonstrated and Explained

New emerging trend worldwide to fight financial crime ■ Distributed Ledger Technology ■ Blockchain Technology

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■ Uses/Effects/Advantages in different sectors -private/ Govt /Para-statal Bodies

■ Best Practices Worldwide

Application of Distributed Ledger Technology & Blockchain KYC Solutions ■ Electronic KYC solutions ■ DLT & Blockchain ■ Trust technology

Case Studies – Three separate case studies to illustrate the methodologies/risks

Bulk cash smuggling and mobile technologies ■ Money laundering risks to banking institu-

tions. ■ Money Laundering risks to other non bank-

ing institutions / Govt Sectors ■ Methodology of bulk cash smuggling ■ Red flags which institutions should monitor. ■ Why mobile technology poses the next big

money laundering threat.

Case studies – several to illustrate the risks

Sanctions – Brief Overview ■ Who sets them & why are they set ■ Who is impacted, What are they ■ OFAC ■ How should an institution screen for them ■ Can we adopt a risk based approach when

tolerance is zero?

Electronic AML Solutions ■ Benefits ■ Functional components ■ Internet Banking ■ Internet Casinos ■ Prepaid Cards and E-Cash

Deerisking and AML in the Financial Sector ■ Impact of de-risking ■ From banks to non-banks ■ The Panama Papers fallout ■ Shell companies identified ■ Trusts ■ Bearer Bonds & Securities ■ The inherent risks in doing international

business ■ Processing international ■ Preparedness of financial institutions to

show examiners that there’s a robust due diligence and investigation process in place

■ Identifying these companies and the associ-ated names.

Case Studies

Specific Identification & Verification Issues ■ Trust nominee and fiduciary accounts

■ Corporate vehicles ■ Introduced business ■ Client accounts opened by professional

intermediaries ■ Non face to face customers ■ Introduced business

Terrorist Financing ■ Differences and Similarities between ML

and TF ■ Detecting TF ■ Informal Value Transfer Systems ■ Charities / Non-Profit Organisation

Suspicion & Escalation ■ What must banks have in place ■ An effective escalation process ■ Concern ■ Suspicion ■ Access & Process ■ Communication lines ■ Suspicious Activity Reports / Suspicious

Transaction Report ■ The importance of a direct link ■ Whistle blowing

Risk Based Approach to Managing Methods of Money Laundering ■ Case study on: A Piecemeal Approach to

Financial Crime ■ Case study on: Failure to Connect the

Dots Across Systems ■ Case study on: Cost Driven to the Detri-

ment of Prevention ■ Case study on: Doing Too Little Too Late ■ Case Study on:Neglecting Organizational

Behavior Changes

Cyber Risks – New Technologies ■ Internet Banking ■ Internet Casinos ■ Prepaid Cards and E-Cash

Open Forum Talking Points- ■ AML Policies and Procedures - What is the

difference and why are they important? ■ Probability of an offence crystallising ■ Risk of not reporting ■ Understanding what ML & TF is - dispelling

the myths! ■ Government and other Sanction risk in

practice ■ Understanding the difference between KYC

- ID&V - CDD ■ Profiling customers - what does it mean?

END

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Regulation & Compliance for UK Financial ServicesDate: 02 Mar 2018, 11 Oct 2018

Location: London Standard Price: £625 + VAT Membership Price: £500 + VAT

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Course Overview

This introductory/intermediate workshop style course is suitable for both beginners as well as those wishing to hone up or refresh existing skills. The scale of regulation can seem both bewildering and confusing. This one day interactive workshop is designed to explain the process in clear and easy to follow steps. It starts with an overview of UK financial services regulation and compliance. It reviews the central pieces of UK legislation – the FSMA 2000 & Financial Services Act 2012 – including important secondary legislation. It also examines how the EU has influenced development, especially regulation & compliance and will continue to do so whilst Brexit discussions remain at what still seems to be a very early stage.

We will also discuss the role of the FCA in detail including the changes introduced by the Senior Managers Regime which is now live in the banking sector and will be extended to all regulated firms by 2019.

There will be an explanation of the workings of the FCA’s Handbook and regulatory processes. We will understand how to use the FCA website to research and analyse areas of the rules and their application in respect of UK regulation and compliance issues.

We will look at several important and topical areas of the regulatory framework and how these are being treated under current regulation & compliance requirements.

Syndicate exercises will be used where appropriate to reinforce and extend learning.

Background to UK financial services regulation & compliance ■ Overview - The evolving scope of regulated

activities and the regulator ■ FPC, PRA & FCA – all change on April 1 2013 ■ Role of compliance ■ The handbook - FCA & Rulebook - PRA ■ Types of regulated firms ■ Types of regulation

Core elements of the present regulation and compliance framework ■ The Financial Services and Markets Act 2000

(FSMA) ■ The Financial Services Act 2012 ■ The regulatory structure ■ The role of the Financial Conduct Authority

(FCA) ■ The role of the Prudential Regulatory Author-

ity (PRA)

European and international influence on regulation & compliance ■ Brexit ■ The European regulatory structure ■ The implementation and impact of EU Direc-

tives ■ Passporting ■ Significant EU directives ■ Global regulatory influences

Overview of FCA’s Handbook and regulatory and compliance approach ■ How does the FCA regulate ■ High level standards ■ Principles for businesses / The Fundamental

Rules ■ Statements of principle for approved persons ■ Senior management arrangements systems

and controls ■ Training and Competence Sourcebook ■ Business standards ■ Conduct of Business Sourcebook (COBS)

Structure of handbook ■ Topical issues

The Approved Persons Regime (being replaced in 2019 under present proposals) ■ Definition of Approved Person ■ FCA procedure ■ Statements of Principle for Approved Persons ■ Code of Practice ■ Approved Persons & the Remuneration Code

Senior Manager Regime (applicable to banks now, all regulated firms by 2019) ■ Overview ■ Key changes ■ Risk Maps ■ Accountability Statements ■ Certified Persons ■ Systems & control functions

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Financial products – regulation & compliance ■ Accepting customers ■ Financial promotions ■ Advising and selling ■ Product disclosure ■ Dealing and managing ■ Customer reporting ■ Prudential standard ■ Capital Requirements Directives (CRD) –

overview only

Client Assets Sourcebook ■ Custody ■ Client money

Redress ■ Dispute resolution (complaints) ■ Compensation

Financial Crime ■ Insider dealing (CJA 1993) ■ Market manipulation (S 89-91 FSA 2012) ■ Market abuse (S 118 FSMA) ■ Market Abuse Directive II / Regulation ■ Money laundering ■ Proceeds of Crime Act 2002 (as amended) ■ Money Laundering Regulations 2007 ■ SYSC rules on ■ JMLSG guidance

Money Laundering Regulations 2017 ■ Changes ■ General risk assessment ■ Risk mitigation policies ■ Level of due diligence ■ Reliance on third parties ■ PEPs ■ New Criminal Offence ■ Office for Professional Body Anti-Money

Laundering Supervision (OPBAS).

Future ■ FATCA & CRS ■ Areas of current regulatory concern ■ Proposed new regulations

END

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Financial PromotionsDate: 16 Mar 2018, 12 Oct 2018

Location: London Standard Price: £550 + VAT Membership Price: £440 + VAT

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Course Overview

Financial Promotions matter because they are the means by which customers are persuaded to buy, invest or use financial products. A promotion can be in almost any form via any media. The list of products, investments and services that are now regulated by the Financial Promotions rules is wider than ever since the FCA took over consumer finance. The FCA expect all Financial Promotions for regulated activities to be clear, fair and not misleading and to provide the prospective client with the information needed to make a clear and balanced judgement. The FCA has stated that in its view regulated firms have “the power” because they understand their products fully whereas many of their clients may not. As such it is the responsibility of the regulated firm to explain their products fully in order to comply with the fair, clear and not misleading requirements. This one day workshop provides participants with a comprehensive overview of the FCA approach and how it applies in practice. It considers new media, prominence, image advertising, as well as good and bad practice in relation to financial promotions, including exceptions to the rules. Finally it and points out some common pitfalls to be avoided.

Learning is supplemented by FCA case studies and discussion of the FCA approach generally, both of which are designed to cement learning and explore some complex and subtle issues in a meaningful way.

Background to the Regime ■ Financial Services & Markets Act 2000, s.21

– Application and Scope ■ The Financial Promotions Order 2005, PERG

8 ■ The FCA’s Statutory Objectives. ■ Principles Based Regulation ■ Treating Customers Fairly ■ Principles for Business ■ Clear, fair & not misleading ■ What is a Financial Promotion

What is a Financial Promotion? ■ Definition ■ Regulated activities ■ What is “Investment Activity” ■ Media Types – no boundaries – any can be

used ■ Types of financial Promotion ■ Key Issues to Understand

Exercise: Consider a couple of TV adverts to determine how they may miss the spirit of the rules

CONC 3 ■ Definition ■ Application ■ Image Exceptions ■ Detailed provisions ■ Risk warnings

Exercise: Considering an example

MCOB 3A ■ Definition ■ Application ■ Detailed provisions ■ Representative Examples

Exercise: Considering an example

The “Rules” ■ How the FCA Regulates ■ Who is affected ■ Eligible counterparties ■ Scope and application of rule: retail and non

retail financial promotions. ■ Fair, clear and not misleading communications ■ Fair, clear and not misleading financial promo-

tions ■ Retail clients ■ Past, Simulated & Future Performance Data ■ Direct Offers ■ Cold Calling ■ Approving Financial Promotions

Exercise: Considering an example Exceptions to the Rules ■ Authorised firms – MiFID and non-MiFID Busi-

ness ■ Promotions to high net worth individuals ■ Promotions to sophisticated investors ■ Unregulated Collective Investment Schemes

FCA Regulation of Financial Promotions ■ Methodology

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■ Reviewing, investigating, assessing ■ What to expect on a FCA visit ■ FCA’s approach to non compliant promo-

tions ■ Thematic Reviews ■ Financial Promotions Using New Media ■ Website Promotions ■ Putting together a Financial Promotion ■ Common Problems with FP’s ■ Financial Promotions “Check lists”

Record Keeping ■ Recording communications ■ Time periods ■ FP records requirements

Financial Promotions Using New Media ■ FCA View ■ Definitions – Facebook, Twitter, Web,

Blogs, Phone Applications ■ Web Based ■ Sponsored Links ■ Image Advertising

■ Approval Process for new Media ■ Going Forward

Exercise: Considering an example

Prominence & Financial Promotions ■ Thematic Review ■ Digital Adverts ■ Space issues. Image advert or Financial Pro-

motion ■ The Customer “journey” ■ Recommended “default positions”

Exercise: FCA Case Studies on Financial Promotions

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Course Content

Trade based money laundering (TBML) and sanctions compliance Date: 28 Feb-2 Mar 2018, 10-12 Oct 2018

Location: London Standard Price: £1,800 +VATMembership: £1,440 + VAT

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Course Overview

Whilst trade and commodity finance is low in credit risk it exposes banks to high compliance risksBanks who have failed to have adequate AML and sanctions compliance programmes and training in place have incurred penal fines, reputational damage and faced the potential loss or suspension of their ability to operate in certain currency markets or jurisdictions

This 3 day course for bank auditors, compliance officers and relationship managers provides an explanation of the operation of the methods of payment and financing used in international trade and commodity transactions and the nature of compliance risks associated with each.

The course covers Correspondent Banking, International Payments, Global Cash Management, Trade & Commodity Finance and the compliance risk profile, and the suspicious money laundering and sanctions violation activity red flag indicators of each. Analysis is provided of the key features, the attractiveness and vulnerability of each trade product or structure to criminal activity.

This course will enable the delegates to identify compliance risk zones in each of these product areas and key aspects from an audit and compliance risk perspective.

The course uses a range of typologies, exercises and case studies to enable the delegates to consider transactions and identify the key risk compliance features, areas of due diligence and further information required to make a risk based assessment.

Course objectives ■ By attending this foundation level training course the delegates will understand the role, parties,

operation and compliance risks of: ■ Correspondent banking; the gateway to cross border compliance risk exposure together with its

fundamental role in the movement of international money flows ■ SWIFT messages; their function, operation and methods of abuse ■ International payments; the mechanics of direct, serial processing and cover payments ■ Global cash management; its function and operation of pooling/concentration accounts, and its

vulnerability to money laundering ■ Trade finance; collections, letters of credit (to include transferable and synthetic credits), standby

credits, on demand bank guarantees, receivables finance, forfaiting, payables finance and supply chain finance and the compliance risk profile of each

■ Structured commodity finance; pre-payment, pre-export, warehouse, tolling and receivables fi-nancing structures and compliance risk aspects

■ Red flag suspicious activity indicators and warning signals that can be used in cross border in-ternational trade transactions

Day 1What compliance risk is ■ An introduction to the nature of compliance

risk in cross border transactions ■ Why international trade transactions are

increasingly a target for abuse

Anti-money laundering (“AML”) ■ What money laundering is ■ The key stages of money laundering; place-

ment, layering, integration ■ The risk-based approach to anti-money

laundering

Typology – the use of over-inflated invoicing representing “management charges” to transfer illicit monies from an affiliate company Countering the financing of terrorism (”CFT”)

■ The characteristics of the cross border financ-ing of terrorist activities using trade transac-tions

■ Key differences between CFT and AML

Typology – the co-mingling of legitimate cross border trade wired receipts with terrorist financing funds by a diaspora owned business

Sanctions violation ■ What sanctions are, why they are imposed and

their intended impact ■ Trade embargo and financial sanction (to in-

clude export licensing and dual-use goods) ■ Global reach; the importance and implications

of the currency of payment ■ Sanctions; fundamentals of due diligence and

screening

Correspondent banking ■ What correspondent banking is and why this is

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fundamental to cross border money flows ■ Gateway to compliance risk exposure; the

high risk nature of correspondent banking ■ Correspondent and respondent parties ■ An explanation of the use and operation of

Nostro, Vostro and Loro accounts

Exercise; Nostro, Vostro and Loro accounts

Correspondent banking infrastructure; ■ Message authentication; ■ Provision of payment, trade and treasury

services; ■ Cash management ■ Roles and risk profile of remitting, receiving

and reimbursement parties in cross border transactions

Exercise; due diligence and risk considerations

■ Correspondent banking; key areas of com-pliance risk

■ Know your customer; the impact of ”KYCC” ■ Key compliance risk zones:

• Ownership and control• Jurisdiction• Quality of jurisdictional regulatory and

supervisory framework• Adequacy of AML and sanctions compli-

ance procedures• Nature of respondent’s business• Client base• Shell banks• Direct access accounts• Downstream correspondents

Typology; the use by a shell bank of its correspondent banking network to move criminally obtained money across jurisdictions to purchase high value tradable goods ■ Financial Institutions as customers:

• Compliance risk assessment framework; key components

• Compliance checklist; example ■ Unacceptable customers ■ Due diligence and risk assessment ■ Monitoring activity – warning signals ■ Red flags ■ Financial Action Taskforce (FATF); recom-

mendations: ■ Recent market trends in respect of compli-

ance challenges:• LEI (legal entity identifier)• Correspondent network rationalisation• Serial payment processing versus the

cover method

SWIFT messages ■ Their function and operation ■ The use and role of SWIFT “MT” message

types in:• Payments• Trade transactions

■ Compliance risk; message abuse: • Inappropriate use of message types• Message stripping

Case study; SWIFT payment message abuse

International payments ■ The mechanics of how money is transferred

cross border ■ The nature of the payment instruction ■ Parties; remitter, originator bank, receiving

bank, beneficiary, cover/reimbursing bank ■ Methods of international bank transfer:

• Direct and serial processing method (the use of SWIFT MT 103)

• Cover method (the use of SWIFT MT103 plus SWIFT MT202 COV)

• The compliance risk implications of SWIFT MT202

• Value dating

Examples; direct, serial and cover methodsKey compliance risk zones: ■ Message information ■ Originator; ownership, jurisdiction ■ Beneficiary; ownership, jurisdiction ■ Nature and value of payment – ordinary

course of business? ■ Screening – designated persons – sanctioned

countries?Exercise; completion of payment related SWIFT messages

■ The compliance risk exposure of US dollar transfers

■ High risk customers requiring payment ser-vices

■ Red flag suspicious activity indicators

Alternative remittance services (ARS) ■ Types; money value transfer services

(MVTS), currency exchange offices/brokers ■ How they work ■ Potential for mis-use and compliance risk ■ Red flags

Global cash management (cash pooling) ■ Its role and function ■ Concentration/pooling, zero and target bal-

ancing ■ Parties; pool participants and banks ■ Key compliance risk zones:

• Pool participants; ownership, jurisdiction• Nature of business• Correspondent/partner banks• Origin and nature of funds• Co-mingling of legitimate and illicit monies

■ Monitoring activity – warning signals ■ Compliance risk profile

Case study; the use of a corporate group cross border cash concentration arrangement to mask the illicit origination of funds from a subsidiary participant and the recirculation of illicit monies in a disguised manner for apparent trade purposesDay 2The cost of non-compliance ■ Case studies; AML and sanctions violation

Trade financeIntroduction to trade finance; description, function and operation: ■ Conflicting requirements of sellers and buyers ■ What trade finance is and why it is required ■ Why trade finance carries high compliance

risk

Trade based money laundering (TBML) and sanctions compliance

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■ High risk customers; transactions; jurisdic-tions

Trade finance compliance risk character-istics; ■ Key compliance risk zones ■ Trade cycle appreciation – “know your cus-

tomer’s customer” ■ The different roles of banks; fragmented

bank involvement ■ Banks deal in documents – no responsibili-

ty to validate ■ Negotiable instruments; implications for

compliance risk ■ Third party involvement; compliance risk

implications ■ The role of finance in cross border abuse

Comparison between international payments and documentary trade finance in the compliance risk environment: ■ Automated screening ■ Message stripping ■ Manual based due diligence

Trade based money laundering (TBML) ■ An introduction to trade based money laun-

dering ■ Why it is becoming an increasing focus of

criminal activity ■ Common methods of trade based money

laundering

TRADE FINANCE PRODUCTS

Documentary collections ■ What collections are ■ Their role, parties and operation ■ Types; DP, DA, bank aval ■ Example transaction and trade documenta-

tion ■ Compliance risk assessment;

• Remitting bank due diligence• Collecting bank due diligence

■ Product compliance risk profileTypologies; examples of misrepresentation of invoice value, multiple invoicing and false description of goods as a means to attempt to legitimise the movement of illicit monies via trade flows

Letters of credit ■ What letters of credit are ■ Their role, parties and operation ■ Irrevocable undertaking to pay or honour

against complying documentation ■ The independence principle ■ Trade documentation; vulnerability to

abuse and compliance risk ■ Example transaction and trade documenta-

tion ■ Sanctions clausing ■ Differing and fragmented roles of banks;

the importance of LC availability ■ Payment terms ■ LC confirmation; financial engagement and

responsibilityCase study; the assessment of a potential

money laundering cross border letter of credit transaction requiring delegates to identify key compliance risk issues and further information required to make a risk based assessmentMechanisms for financing letters of credit ■ Compliance risk assessment; issuance, pres-

entation of documents, payment• Issuing bank• Advising bank• Negotiating bank

■ Product compliance risk profileCase study; delegates will be asked to identify unusual features of a letter of credit request and identify the red flag suspicious activity characteristics

Transferable letters of credit ■ What transferable letters of credit are ■ Their role, parties and operation ■ Transfer changes ■ Vulnerability to compliance risk ■ Product compliance risk profile

Case study; the assessment of a transferable letter of credit transaction with suspicion of breaching international trade sanctions. The delegates will be required to identify any unusual features, to identify key compliance risk issues and further information required to make a risk based assessment

Synthetic letters of credit ■ Description and operation ■ Parties ■ Product compliance risk profile

Case study; delegates will examine a transaction and identify the compliance risk aspects

Day 3

Case study; delegates will consider a request to issue a letter of credit which is not in the ordinary course of business of the applicant and to identify the nature of the underlying transaction ■ Forfaiting ■ What forfaiting is ■ Primary and secondary forfaiting transactions ■ How to establish debt instrument authenticity ■ The importance of due diligence; is there an

underlying trade transaction? ■ Product compliance risk profile

Case study; purchase of an avalised bill of exchange. Delegates will be required to undertake due diligence and identify further information required to undertake a compliance risk based assessment of the transaction

Receivables finance ■ What receivables finance is ■ Compliance risk vulnerabilities of financing

open account transactions ■ Forms of receivables finance:

• Full factoring• Confidential invoice discounting• Specific insured receivables finance

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■ The use of receivables finance in the context of trade finance

■ Product compliance risk profileCase study; purchase of a trade receivable. Delegates will be required to undertake due diligence and identify further information required to undertake a compliance risk based assessment of the transaction

Standby letters of credit ■ What standby credits are and how they differ

to letters of credit and bank guarantees ■ Their role, parties and operation ■ Example transaction; commercial standby

credit ■ Claim documentation ■ Its vulnerability to abuse; money laundering

and sanctions violation ■ Structuring standby credits to reduce com-

pliance risk exposure ■ Product compliance risk profile

Case study; delegates will be required to consider the course of action resulting from a suspicious claim under a standby LC and how the use of this product for money laundering can be reduced

“On demand” bank guarantees ■ What “on demand” bank guarantees are ■ Their role, parties and operation ■ The nature and risk of “on demand” uncon-

ditional guarantees ■ Autonomy; the independence principle ■ The types and use of guarantees in trade: ■ Bid

• Advance payment• Performance• Payment

■ Direct guarantees ■ Indirect guarantees ■ Counter guarantees ■ Foreign laws and usage ■ Example guarantees ■ Transferable guarantees; key compliance

risks aspects ■ “On demand” bank guarantees; vulnerability

to criminal abuse ■ Structuring guarantees to reduce compliance

risk exposure ■ An appreciation of URDG 758 ■ Product compliance risk profile

Case study; the delegates will consider the compliance risk aspects of a request to issue a transferable letter of guarantee and the further information required to undertake due diligence. Upon the receipt of additional information the delegates will be required to identify any unusual features and consider the course of action

Payables finance (supply chain finance) ■ What payables finance is and when it is used ■ Types of payables finance; description, oper-

ation and parties:• Pre-shipment payables finance (suppli-

er-led)• Approved payables finance (buyer-led)

■ Product compliance risk profile

COMMODITY FINANCE PRODUCTS ■ What commodity finance is ■ Characteristics of commodity finance ■ Key compliance risk zones :

• Emerging markets/high risk jurisdictions• Commodity traders• Value and existence of goods• Syndicated facilities (due diligence on other

lenders/participants)

Commodity traders ■ Nature and vulnerability to compliance risk

exposure ■ Key compliance risk considerations

Pre-export & pre-payment finance ■ What pre-export and pre-payment finance is ■ Key compliance risk aspects ■ Deployment of risk mitigation in this high risk

environment ■ Product compliance risk profile

Typology; the use of commodity based pre-payments to disguise the movement of laundered funds

Warehouse financing ■ Description and operation ■ Parties ■ Key compliance risk aspects ■ Deployment of risk mitigation techniques ■ The use and vulnerability of warehouse re-

ceipts ■ The role of collateral managers ■ Product compliance risk profile

Tolling ■ What tolling is ■ Parties and operation ■ Compliance risk exposure

Case study; delegates will be required to construct a trade cycle timeline and determine how they can validate, control and manage a cotton commodity finance transaction through each stage of the cycle from a compliance risk perspective

TRADE PRODUCT COMPLIANCE RISK FRAMWORK ■ Trade compliance risk summary ■ Compliance risk profile summary for each key

trade product

Red flags ■ Trade based money laundering ■ Sanctions

Fraud ■ Vulnerability of cross border transactions ■ 10 warning signs to avoid fraud

SUMMARY/CONCLUSION

Trade based money laundering (TBML) and sanctions compliance

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Course Content

Advanced Negotiation Issues in M&ADate:

Location: London Standard Price: £*** + VATMembership Price: £*** + VAT

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Course Overview

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Risk & Capital Management Under Basel III and IFRS 9Date: 04-08 Dec 2017

Location: London Standard Price: £3,250 + VAT Membership Price: £2,600 + VAT

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Course Objectives

Participants Will: ■ Understand the traditional as well as the ever changing landscape of Risk & Capital Management ■ Understand the goals of the capital adequacy system ■ Comprehend the changes to capital rules under Basel III ■ Learn the new elements of Basel III & their effect on the different dimensions of risk manage-

ment. ■ Understand the capital adjustments and the new rules of risk weightings. ■ Provide the participants with a thorough knowledge on the Basel III liquidity package and the

repercussions of the new liquidity ratios ■ Learn about effective liquidity management and regulations ■ Comprehend the key elements and concepts of IFRS 9 framework and their implications on

changes to capital rules under Basel III ■ Understand the impact of IFRS 9 on credit risk ■ Learn how IFRS 9 requirements (expected to replace IAS 39 in January 2018) represent a signif-

icant change to how banks and financial service companies report their financial data; especially for customer default and expected losses

■ Provide the participants with an understanding of how expected credit losses models are impact-ed by macroeconomic scenarios and the new impairment rules of IFRS9

■ Analyze a value-at-risk approach to asset/liability management for effective risk control. ■ Gain a strong understanding of the IFRS 9 Impairment rule and the forward-looking provisioning

methodology; based on expected losses and its subsequent impact on business decisions and risk management functioning

■ Acquire knowledge of new accounting rules and credit risk practices under Basel III & IFRS 9 and their subsequent impact on financial reporting & thereby portfolio allocation decisions as well as risk management techniques

■ Evaluate the classification & measurement techniques of financial assets & instruments under IFRS 9

■ Understand effective regulatory risk management practices

Who Should Attend? ■ Board of Directors ■ Senior Bank Management Members ■ Central Bankers (Supervision Department) ■ ALCO Managers ■ Chief Risk Officers ■ Treasury Executives ■ Risk Managers ■ Chief Finance Officers ■ Finance Directors ■ Comptrollers ■ Portfolio Managers ■ Securities Analysts ■ Insurance Executives ■ Pension Fund Managers ■ Pension Fund Trustees ■ Investment Professionals ■ MIS and Operations Executives ■ Budgeting & Planning Executives

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Course Overview

DAY ONE

Overview and dynamics of Capital Management ■ Concepts & Definition ■ The role of capital and its significance ■ Key aspects to capital management ■ The development of capital standards for

banks ■ Overview of capital allocation in banking ■ Perspectives on Capital; Treasurer’s view,

Regulators’ Views, Risk Manager’s view & shareholders’ view

■ Composition of capital- Tier 1, Tier 2 & Tier 3 ■ Regulatory vs. Economic Capital ■ The concepts pf Expected vs. Unexpected

Losses ■ The concept of capital efficiency ■ Structure and dynamics of Balance Sheet

Capital Allocation Models ■ Concept & Overview ■ Approaches to Optimization ■ Assets volatility Approaches ■ Regulatory Capital Approaches ■ Risk-adjusted Models

• RAPM- Risk-adjusted Performance Measure• RAROA- Risk-adjusted Return on Assets• RAROC- Risk-adjusted Return on Capital

■ Earnings Volatility Models ■ EAR- Earnings-at-Risk Model

Functioning of Capital Management ■ The four As of Capital Management

• Adequacy• Attribution• Allocation• Architecture

■ Determining the optimal level & mix of capital ■ Strategic considerations for optimum capital ■ Bank’s Insolvency probability ■ Managing the bank’s capital adequacy ■ Determining the bank’s overall capital plan

CASE STUDY: Group discussion on the different variables that should be considered for determining the optimum level of capital and the various models for capital allocation.

DAY TWO

Liquidity Risk & Management ■ Liquidity Concepts ■ Bank Liquidity Risk ■ Concept & Definition ■ Types of Liquidity Risks ■ The Role of Confidence ■ Liquidity & Activity Ratios ■ Leverage & Default Issues ■ Contingency Planning

Measuring Bank Liquidity ■ The Cash-Flow Approach ■ Large Liability Dependence ■ Core Deposits To Assets ■ Loans & Leases to Assets ■ Loans & Leases to Core Deposits ■ Temporary Investments to Assets ■ Brokered Deposits to Total Deposits ■ Market-to-Book Value

Dynamics of Liquidity Management ■ The Formation of Expectations ■ Liquidity Planning ■ Faces of Liability Management

• Minimizing Deposit Interest Costs• Customer Relationships• Circumventive Regulatory Restrictions

■ Deposit Rate Ceilings ■ Reserve Requirements ■ Pricing & Methods of Deposit Insurance

CASE STUDY: Hypothetical numerical cases on assessing & quantifying the sensitivity of the bank’s financial transactions on its cash flows & NII.

CASE STUDY: Group discussion on the different variables affecting the bank’s liquidity position & the main contributions for illiquidity- A focus on Lehman Brothers’ rise & fall in 2008

DAY THREE

Interest Rate Risk- Overview & Measurement ■ Modeling interest rate risk ■ Deterministic vs. Stochastic models ■ Arbitrage models ■ Equilibrium models ■ Types of Interest Rate Risks ■ Yield Curve Risk ■ Basis Risk ■ Macaulay Duration ■ Modified Duration ■ Core Elements of Duration ■ Convexity Concept ■ Duration gap of Equity ■ Earnings versus Shareholder Value ■ Effective Duration & Effective Convexity ■ Hedging Duration & Convexity ■ Concept of Negative Duration ■ Key Rate Duration ■ Math of Sensitivity Parameters

Measuring Risk Techniques ■ Sensitivity Parameters ■ Simulation Methodologies ■ Rate Shocks ■ Simple Simulation ■ Historical Simulation ■ Monte Carlo Simulation ■ Transfer Pricing as a Tool ■ Value-at-Risk

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■ Core Elements of VAR ■ VaR Greeks & Math ■ Correlation & Covariance ■ VaR Methodologies ■ Implementation of VaR

CASE STUDY: Hypothetical numerical cases on assessing & quantifying the sensitivity of bonds & other option-embedded fixed-income securities to different parallel & un-parallel changes & twists in the yield curve.

Interest Rate & Credit Management Techniques ■ Interest Rate Derivatives ■ Interest Rate Swaps ■ Generic versus complex structures of Swaps ■ Interest Rate Options ■ Interest Rate Futures ■ Forward-Rate Agreements ■ Credit Derivatives ■ Types of Credit Derivatives

• Credit Default Swaps• Total Return Swaps• Credit Options; Standard and Exotic • Spread Options• Credit-Lined Noted (CLNs)• Collateralized Bond Obligations (CBOs)• Collateralized loan Obligations (CLOs)

CASE STUDY: Hypothetical numerical live case on the use of a wide gamut of derivatives instruments & structured products for coping with negative as well as positive duration gaps in a bank’s balance sheet .

CASE STUDY: Hypothetical numerical live cases on valuing & pricing different traditional & exotic on & off balance-sheet products and their implications on the bank’s gap position .

CASE STUDY: Hypothetical numerical case on the concept of Bootstrapping & constructing the zero-coupon yield curve .

DAY FOUR

From Basel II to Basel III ■ Basel III Structure & main elements ■ Chronology of phasing-in the new Basel 3

standards ■ Basel III Pillars & new limits ■ Risk-based Capital Measures ■ Basel III new capital requirements

• Redefining Capital• Capital Ratios• Capital Buffers

■ Components of Capital

■ New concepts of Common Equity & Tier 1 capital

■ Basel 3 Treatment limits for Tier 1 and Tier 2 & 3 Capital ratios

■ Allowable Capital Deductions ■ Basel 3 treatment for hybrid investments ■ Basel 3 Standards for Minority interests

• Unconsolidated Financial Institutions• Deferred Tax Assets• Mortgage servicing-rights

■ Total risk-based capital ■ Capital Conservation ratio & Countercyclical

ratio ■ Non-risk-based measures ■ Leverage ratio ■ Concept of Systematic Banks ■ Timing & Transitional Arrangements

Basel III Liquidity Kit ■ Definitions and scope ■ Objectives of Basel 3 Liquidity package ■ New liquidity standards ■ Liquidity coverage ratio- LCR ■ Appropriate Asset Levels for LCR Inclusion ■ Net Stable Funding Ratio ■ Timing & Transitional Arrangements

Interfacing between Basel III & Risk Management ■ Changing rules of the game ■ Modus operandi of Basel III ■ Basel III Mechanics for credit risk ■ Basel III Mechanics for liquidity risk ■ Basel III Mechanics for Ops Risk

DAY FIVE

IFRS 9: Overview & Concepts ■ Definitions and scope ■ Background & Objectives ■ Effective date & transition ■ Key differences between IFRS 9 and old IAS

39 rules ■ New standards for the accounting of finan-

cial standards ■ Convergence with U.S. GAAP ■ Phases of IFRS 9 Standard

• Classification & Measurement of financial assets & liabilities

• Impairment• Hedge Accounting

Dynamics & Modus Operandi of IFRS 9 ■ Measurements of Financial Assets

• Amortized Cost Models; “Hold-to-Collect” Business Model and SPPI “Contractual Cash Flow Characteristics Test”- Payments of Principal & Interest

• Fair Value through other Comprehensive Income (FVOCI) for debt instruments and equity investments.

• Fair Value through Profit & Loss (FVTPL) ■ Implications of the new accounting rules

on financial reporting, thereby on business decisions as well as capital and risk manage-

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Risk & Capital Management Under Basel III and IFRS 9 BOOK NOW

ment ■ Overview of the new Impairment model ■ General Impairment Model

• Recognition of Impairment- 12-month ECL (Expected Credit Losses)

• Lifetime Expected Credit Losses ■ Hedge Accounting

• Qualifying criteria & Effectiveness test-ing

• Hedged Items• Aggregate Exposures• Hedging Instruments• Derivatives & Hybrid contracts

■ Expected Credit Loss Module (ECL)• PD (probability of default)• LGD (Loss given default)• EAD (Exposure at default)• CCF (Credit Conversion Factor)

■ Bridging the gap between IFRS 9 stand-ard and ALM activities

■ Impact of IFRS 9 ECL on balance sheet management

■ Credit Adjusted ALM

CASE STUDY: Group discussion on the challenges facing banks & financial institutions, struggling for the implementation of IFRS 9, prior to the final date of January 2018.

CASE STUDY: Group discussion on the differences between the new IFRS 9 and the old IAS 39; and the eventual impact on business and financial decisions as well as risk dimensions.

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Course Overview

Complaints HandlingDate: 23 Feb 2018, 27 Jun 2018, 10 Oct 2018

Location: London Standard Price: £550 + VATMembership Price: £440 + VAT

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Course Objectives

Participants Will:

■ To provide a thorough introduction to the FCA’s rules on the effective handling of complaints ■ To demonstrate the techniques needed to achieve the best complaints outcome ■ How to handle telephone complaints ■ How to deal with challenging complaints ■ How to identify the best response ■ How create real customer satisafction ■ A reminder of the role of the FOS and the FSCS and the obligation to inform clients about them

Background of the trainer

Your course director has spent more than 40 years in the banking and financial sector, much of it in a senior managerial/Director role. He is a former Institute of Banking Lecturer, having gained distinctions in the exams. He is a subject matter expert on all aspects of retail, corporate and global banking, including risk management and regulatory compliance. He has lectured extensively to both leading global financial institutions and to smaller bespoke specialists. He has delivered extensive programmes in all parts of the world including the USA, Europe, MENA, Africa and Hong Kong. He is currently an accredited Master Trainer at the world’s biggest global bank.

The ability of retail consumers to be able to complain to financial services firms is regarded as being of the utmost importance by the FCA. In June 2016 a revised procedure was introduced scrapping the previous “24 hour” dispensation and replacing it with three days, plus a requirement to send a resolution summary and report the complaint.

It is crucial for all firms to have transparent, efficient and effective complaints handling processes and procedures in order to comply fully with the latest FCA Rules. This course will go through what the FCA expects a firm to have in place, as well as providing detail on the systems that govern complaints handling when a firm and a customer cannot agree and a matter is referred to the Financial Ombusdman Service.

Information on the Financial Services Compensation Scheme will also be provided

Course Content

Note: Examples will be used throughout the course to enforce and illustrate the learning points

Session 1: Complaints ■ What is a complaint ■ The FCA definition ■ Current FCA focus ■ SYSC requirements ■ Treating Customers Fairly ■ Measuring TCF

Session 2: FCA Rules ■ The November 2014 Thematic Review ■ Key points in the review ■ Examples of good complaint handling from

the review ■ Examples of poor complaint handling from

the review ■ The June 2016 rules ■ The Key Changes ■ The impact of these changes on regulated

firms

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Session 3: Good & Bad Complaints Handling ■ Understanding the customers perspective ■ Your experience as a complainer ■ The first reaction ■ How to listen ■ Sounding confident, caring & helpful ■ Building rapport ■ Active listening ■ Gathering & recording information

Session 4: Telephone Complaint Handling ■ Make clear at the outset you are glad the

client is bringing a shortcoming to your attention

■ Be apologetic and be clear that you want to resolve the complaint amicably and quickly

■ Establish as many of the facts as you can ■ The importance of body language, tone

and manner ■ Be clear about the root complaint. ■ Have in mind a likely outcome but be

flexible ■ Let the client talk and talk. ■ Avoid “techno babble” and “legal speak”

at all costs ■ Managing the conversation without mak-

ing it obvious ■ Deciding “what happens next” ■ Putting things back on a positive track ■ Getting clear responses

Session 5: Dealing With Challenging Calls ■ We are all uncomfortable making com-

plaints ■ Anger is a safety valve – it is not directed

at you personally ■ Defusing a difficult situation ■ Gaining the customers respect ■ Gaining the customers understanding ■ Identifying common ground

Session 6: Identifying The Best Response ■ Techniques to set a clear objective ■ Responding to complaints when you are

at fault ■ Negotiation, assertiveness and empathy –

a challenging mix. ■ Making concessions and/or when to stand

firm ■ Tact, diplomacy – useful phrases ■ Avoiding lengthy responses to questions

which repeat the complaint ■ How to give bad news – up front and with

empathy

Session 7: Creating Real Satisfaction ■ Agreeing a remedy

■ Explaining what can or will be done ■ Improving understanding ■ Anticipating future requirements

Session 8: The Financial Ombudsman Service ■ When a complaint goes to the FOS ■ FOS’s duties and obligations ■ FOS’s powers ■ Compensation ■ Redress

Session 9: The Financial Services Compensation Scheme ■ Role of FSCS ■ Powers of FSCS ■ Compensation Limits

Course Conclusion ■ Summary, Open Forum, Wrap up.

What Redcliffe’s clients are saying about the course

“Great trainer, clear materials and good examples”

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Course Content

Cybercrime: An Overview for Non-FinTech ManagersDate: 26 Jan 2018, 26 Jun 2018, 29 Oct 2018

Location: London Standard Price: £625 + VATMembership Price: £500 + VAT

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Course Overview

Background

Cybercrime prevention in general and data security in particular, are now mainstream priorities for all risk functions in any institution. Recent breaches and leaks have highlighted how catastrophic a breach of either can be. This workshop style course considers the topic from the viewpoint of a non Fintech specialist risk manager responsible for this area of financial crime and who is dealing with Fintech colleagues as part of the process. The course examines the type, frequency and methodology of cyber-attacks and what robust internal measures can be put in place to manage and mitigate them.

Methodology:

Workshop style with participation from delegates actively encouraged. Case studies will be used to supplement the learning process

Introduction: ■ What is Cybercrime? ■ How is it done? ■ Examples ■ What are institutions required to put in

place? – overview ■ Who is responsible for cyber resilience? ■ How do you spot a cyber attack? ■ Basic protections ■ Advanced protections ■ Cost benefit considerations

Case study/Exercise

Who sets the rules? ■ Regulators ■ Legal framework ■ Best practice ■ Poor practice

Case study/Exercise

Mitigants ■ Do you actually understand how data is

stored and accessed? ■ Data security ■ Access controls ■ “God” powers ■ Training the team ■ Policing the system ■ Management information

Case study/Exercise

Operational Risk Factors ■ The policing of emails ■ Compliance rules and enforcement ■ Embedding the appropriate culture ■ Convincing colleagues this is a mainstream

risk

■ Social media ■ Surfing ■ Password and other access security ■ USB’s and other storage devices must be

prohibited ■ Managing people risk

Case study/Exercise

The Clever Criminal ■ Typologies ■ Examples of recent breaches ■ Organised cybercrime ■ Scams ■ Examples of recent scams ■ Identity theft ■ Email fraud ■ Denial of service attacks ■ ”Ransomware” ■ Protecting against all of the above

Case study/Exercise

Learning Lessons ■ Recording “near misses” ■ Root cause analysis – constructive, not a

witch –hunt ■ The three plus two lines of defence model ■ The role of compliance ■ The role of internal auditors

Case study/Exercise

Course Conclusion ■ Summary ■ Open forum

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World Trade Organisation Law and Policy Fundamentals Date: 9 Feb 2018

Location: London Standard Price: £850 + VATMembership Price: £680 + VAT

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Course Objectives

This course aims to help delegates gain an understanding of the: ■ Structure of the WTO ■ Role of the DSM ■ Principles underlying the WTO Agreement ■ Principle of National Treatment ■ Principle of MFN (Most Favoured Nation) ■ Regulation of non-tariff barriers ■ Permitted exceptions under WTO ■ Remedial measures that are permissible under WTO law

Background of the trainer

The trainer is a senior law lecturer on the undergraduate and postgraduate programmes, at the Law School of University of Derby (England), and Visiting Professor of Law at Université Jean Moulin (France), and University of Western Ontario (Canada).

She specialises in private international law, trade law and policy, and banking and finance law.

Prior to her appointment at the University of Derby, she was Associate Professor of Law, and Programme Director on the Masters (LL.M.) at the Law School of Université Jean Moulin (Lyon, France).

In addition to teaching law, she is a practising solicitor in England and Wales (date of qualification 1999), specialising in private international law, banking, and compliance. She advises various multinationals on international contracts, and is a compliance consultant for a leading global bank in the fields of AML, ABC and sanctions.

The trainer is the author of two books, and several scholarly works on such subjects as EU corporate law, corruption, and banking. Her book entitled ‘International Commercial Agreements’ published by Edinburgh University Press provides guidance on the drafting of international agreements. She has co-authored a textbook on international licensing agreements (due for publication in 2018).

The trainer is fluent in French, and English.

Course Overview

Since World War II, multilateral trade relations have been the subject-matter of intergovernmental treaties. The inception of the EEC, the EC, and finally the EU, meant that the UK's trade relations were delegated to the EU for negotiation.

Post Withdrawal, trade relations will be shaped by negotiations under the auspices of the WTO. These talks will determine the rules governing the import and export of goods, and services between the UK and other states, and trade blocs (such as the EU, and NAFTA.

Trade rules will be determined predominantly by WTO law and policy. The WTO Agreement will accordingly define trade relations between the UK and EU, and between the UK and non-EU Members of the WTO.

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Under the WTO framework, trade disputes between WTO Members will be determined in the main by the WTO's Dispute Settlement Body (DSB) using the provisions in the WTO Agreement.

Key principles running throughout the WTO Agreement, define trade relations and form the backbone of the multilateral trading system. Amongst them the principles of Most Favoured Nation, National Treatment, and Predictability.

The WTO Agreement permits Members to introduce national measures that are incompatible with WTO commitments, so long as these measures fall within the permitted exceptions contained with the scope of the Agreement.

For example, in violation of the principle of Predictability, commercial & political conditions often force nations to introduce remedial measures, in order to protect the local economy against inter alia disruptions to industry, dumped imported, imports of subsidised goods, and shortages of hard foreign currency.

This course aims to provide an understanding of the structure and role of the WTO. The procedures governing the DSB will be explored in detail, as will the key principles that underpin the WTO Agreement (inter alia GATT, GATS, and TRIPS), and the general rules governing trade in goods and services amongst the WTO Member Countries. We will also look at the exceptions permitted by WTO law, and the conditions that shape the key exceptions, and permitted remedial measures.

This course, which is not jurisdiction-specific, is ideal for those working in an international and European context.

Development of Skills BaseBy the end of this course, a delegate should be able to critically assess the impact of the WTO Agreement on: ■ Trade relations generally; ■ Private operations, and strategies; and ■ Disputes involving trade

Who should attend? ■ Lawyers ■ Solicitors ■ In-house counsel ■ Trainee solicitors ■ Attorneys

Course Content

Trade barriers ■ Rationale for trade barriers ■ The form and rationale for:

• Tariff barriers• Non-tariff barriers

Liberalistion of trade ■ Trade blocs - Their form and features ■ Preferential Trade Agreements under WTO

law ■ History of global trade liberalisation

WTO - An overview ■ Key facts about the WTO ■ Organisational structure & Members

Key functions of the WTO ■ Negotiation forum

• Principle of Reciprocity & Mutual Recog-nition

■ WTO a legal framework• Beneficiaries• Scope

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Dispute Settlement Mechanism ■ Scope ■ Post Uruguay Round reform ■ The Structure of the DSB Procedure

Principles underlying WTO Agreement ■ Overview of key principles underpinning

WTO Agreement ■ Trade without discrimination

• Foreign parity vs. Inland parity ■ Most Favoured Nation

• Explained• Unconditional MFN• Scope

■ National Treatment • Explained• Aims of NT

Exceptions ■ Introduction ■ Categories ■ General exceptions

• Two-tier analysis

Laws governing use of non-tariff barriers ■ Trade facilitation ■ Framework regulating non-tariff barriers ■ Technical barriers to trade

• Technical regulations vs. Standard un-der the 1994 Agreement on Technical Barriers to Trade (TBT Agreement)

• Potential concerns associated with technical barriers

• Regulation under WTO law ■ Import licensing procedures

• Rationale behind import licensing pro-cedures

• Regulation under WTO law ■ Government procurement

• Scope• Regulation under WTO law

■ Sanitary and phytosanitary measures• Scope• Regulation under WTO law

Permitted remedial measures ■ Safeguard against injury

• Scope• Regulation under WTO law• Substantive and procedural require-

ments• Limits on use of safeguard measures

■ Dumping and Antidumping• Definition of dumping• Regulation under WTO law• Substantive and procedural require-

ments• Limits on use of antidumping measures• Remedies

■ Subsidies• Regulation under WTO law

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Competition LawDate: 25 Jan 2018

Location: London Standard Price: £395 + VATMembership Price: £316 + VAT

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Course Overview

All businesses have to be aware of and comply with competition law and therecan be serious consequences for businesses and individuals, including directors, for non-compliance. – examples are a fine of 10% of worldwide turnover, unenforceable contracts, disqualification of directors, and criminal sanctions including imprisonment for the most serious types of breach. In addition significant negative publicity

This course is intended to provide a basic overview of the law and outlines the steps that can be taken to prevent and /or comply and to think of steps to take to commence a compliance policy.

It will also help participants to spot when others are engaging in illegal anti-competitive behaviour.

In addition the course will also provide participants with details on what to do if they think their business or a competitor is breaking competition law.

Participants will: ■ Learn the essentials of Competition Law ■ Appreciate why businesses have to pay attention to Competition Law and Rules ■ Be made aware of the severe consequences of breach including a fine of 10% of worldwide turno-

ver and criminal sanctions ■ Become aware of what are considered anti – competitive agreements ■ See what is considered a market dominant position with examples ■ How beaches can arise from complaints by competitors, suppliers or customers, disgruntled em-

ployees, or whistle blowers ■ Get to grips with what they and directors can do if they think that they may be in breach ■ See how Brexit will impact on UK and EU Competition Regimes.

The trainer is an international lawyer and corporate educator on commerce and finance law and professional business skills and management. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally and Masons (now Pinsent Masons). He has been listed in the independent Chambers Global: The World’s Leading Lawyers as an expert in investment law and regulations, where he is described by peers and clients as “a strong commercial thinker.

He concentrates on UK and international investment, M&A, private equity, energy, corporate and commercial law in developed and emerging markets, and also facilitates training in international professional management and skills. He advises a range of international organisations.

In addition to being a corporate educator he sits as a non-executive director in the private and public sector.

Course Objectives

Background of the trainer

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Course Content

Introduction – Essentials of Competition Law ■ Aim ■ When do competition issues arise ■ Why do businesses have to pay attention

to Competition Law and Rules? ■ Key laws and regulations ■ Consequences of breach ■ Cartels ■ Anti Competitive Agreements ■ Abuse of a dominant position ■ Enforcement

Anti - Competitive Agreements ■ What are they? ■ “Arrangements’ and Exemptions ■ When do businesses need to worry? ■ Examples of cartels

• ‘Price fixing’• Market sharing agreements• Agreements limiting output• ‘Bid rigging’

■ Information exchange ■ Resale price maintenance ■ Non compete clauses ■ Exclusive agreements ■ “Most favoured nation” clauses

Abuse of a Market Dominant Position ■ What is a market dominant position ■ When do you need to worry? ■ The concept of abuse ■ Excessive pricing ■ Predatory pricing ■ Discrimination ■ Tying/full line forcing ■ Refusal to supply

What you can do ■ Enforcement ■ 4 Steps

• Risk identification• Risk assessment• Risk mitigation• Review

■ What must directors do? ■ What to do if you think you are in breach ■ Avoiding penalties and leniency ■ Brexit - How Will UK & EU Competition

Regimes Change?

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Course Content

The Latest Basel III Regulatory RequirementsIn-House Course

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Course Overview

Basel III is a global regulatory framework on bank capital adequacy, stress testing, and market liquidity risk. It was developed in response to the deficiencies in financial regulation revealed by the financial crisis of 2007–08. Basel III, which is currently implemented until 2019, is intended to strengthen bank capital requirements across the world and avoid another systemic banking crisis.

This session provides participants with a detailed tour and review of the Basel accords issued by the BIS and the ever-evolving regulation stemming from Basel II and Basel III proposals and the Capital Requirements Directive IV (CRD IV) in Europe. Through a mix of lecture and case studies, the workshop will equip participants to achieve a detailed understanding of Basel guidelines, specifically on the following technical topics:

■ Components of Tier I and Tier II instruments; ■ Computation of Risk Weighted Assets (credit risk, market risk and operational risk); ■ The ever-evolving minimum capital ratios; ■ The impact of TLAC and MREL; ■ Leverage, LCR and NSFR ratios.

Participants will be required to bring a laptop to the course.

Session 1 - Introduction ■ Overview of the regulatory banking frame-

work ■ Global rules for local implementation ■ From Basel I to Basel III ■ Capital Requirements Directive IV (CRD IV) ■ The 3 Pillar approach ■ Stress testing of European banks ■ Vickers' report in the UK

Session 2 – Available Capital ■ From accounting equity to common equity

Tier 1 ■ Overview of key accounting adjustments

• Goodwill and intangibles• Non-controlling interests• Significant stakes in other financial insti-

tutions• Deferred taxes

■ Hybrid securities: preference shares, sub-ordinated debt, mandatory and contingent convertibles

■ Criteria for Tier 1 classification: impact of Basel III on the design of qualifying hybrids

■ Tier II instrumentsCase Study: participants will reconcile an IFRS book equity of a European bank to compute Tier I and Tier II capital

Session 3 – Required Capital and Risk Weighted Assets ■ Overview of credit, market, counterparty

and operational risks ■ Definition of Risk Weighted Assets (RWAs) ■ Credit risk weighted assets

• Basel I / II approaches • Basel III - standardised to foundation

and advanced approach• Understanding PD, EAD, and LGD

■ Counterparty risk weighted assets• Expected Positive Exposure (EPE)• Credit valuation adjustment (CVA)

■ Market risk weighted assets• Normal distribution and Value at Risk (VaR)• Basel 2.5 and stressed VaR

■ Operational risk weighted assets• Standardised to advanced approach

Case Study: participants will calculate the unexpected losses of a simple portfolio of a European bank

Case Study: participants will assess the VaR of a single and two-assets portfolio

Case Study: participants will reconcile the operational RWAs to its historical net banking income

Session 4 – Minimum Capital Ratios ■ Minimum capital ratios: from Basel II to Basel

III ■ Tier 1 and total capital ratios ■ Minimum and buffers above minimum: con-

servation and countercyclical buffers and buff-er for systemically important banks

■ Impact of Basel III: phasing in of Basel III requirements

■ Total Loss Absorbency Capital (TLAC) ■ Minimum Requirement for own funds and Eli-

gible Liabilities (MREL)

Session 5 – Leverage and Liquidity Ratios ■ Back-stop leverage ratio ■ Liquidity coverage ratios (LCR) ■ Net stable funding ratios (NSFR)

Case Study: participants will calculate and comment on those 3 ratios for a European bank

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Course Content

Training & Competence Obligations

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Course Overview

The FCA requires that all firms employ personnel with the ‘skills, knowledge and expertise necessary for the discharge of the responsibilities allocated to them’ – the ‘Competent Employees Rule’ found in SYSC 5. Firms therefore have a general responsibility to ensure that their staff are, and remain up to scratch. Extra obligations are placed on staff who hold controlled functions under the FCA regime, for example, CF30 – the Customer Function.

When CF30’s deal with retail clients they are also bound by the requirements contained in the Training & Competence Sourcebook.

This course will cover all the obligations relating to training and competence, including ideas on how to devise an effective T&C regime, and how to assess competence and ensure it is maintained.

It will also provide delegates with an up to date picture of the FCA’s position on T&C, post Turner.

The Current Regulatory Regime ■ Treasury, BoE & FSA become FPC,

PRU and FCA from 1.1.13. ■ Reasons for the change ■ Dual regulation ■ Intrusive regulation ■ Conduct risk

Competent Employees and the Principles for Business ■ Principle 6 – ‘A firm must pay due re-

gard to the interests of its customers and treat them fairly’

■ Principle 2 – 'A firm must conduct its business with due skill, care and dili-gence'.

SYSC and the Competent Employees Rule ■ SYSC 5 requirements ■ Record keeping

■ Recruitment and HR procedures ■ Assessing and maintaining compe-

tence ■ The Supervisory Enhancement Pro-

gramme – FCA plans for the future ■ Remuneration of Approved Persons

The Approved Persons Regime ■ The Fit and Proper Test ■ FCA procedure ■ Statements of Principle for Approved

Persons ■ Code of Practice for Approved Per-

sons

CF30 Duties ■ CF30s who deal with retail clients ■ Appropriate examination require-

ments ■ Testing and supervision of CF30s

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Course Content

Senior Persons Regime Senior Managers & Certification Regime and its Impact on Training & Competence Obligations

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Course Overview

The new Senior Managers and Certification Regime (SMCR) became live in March 2016 and is the regulatory response to the Credit Crunch. It is designed to encourage individuals to take greater responsibility for their actions and make it easier for both firms and regulators to hold individuals to account.

A key element of the SMCR is the new Conduct Rules which replace the Statements of Principle for Approved Persons in Banks, Building Societies, PRA designated Investment Firms and Credit Unions. The Conduct Rules define the expected standards of behaviour for individuals and seek to drive positive behaviours. The rules are also intended to act as a deterrent by providing a framework by which regulators can take enforcement action against individuals who breach the rules.

From 7 March 2017, the scope of the Conduct Rules will be extended to cover most individuals carrying out regulated activities within the banking industry. As a result firms are required to ensure their staff subject to Conduct Rules are notified of the rules that apply to them and to ensure that those persons understand how the rules apply to them.

The Regime has set clearer expectations of the behaviour of both senior and more junior employees and replaces the Approved Persons regime a licensing regime operated by regulated firms themselves. The ultimate goal is to enable regulators to apportion blame to individual senior managers if things go wrong and to take disciplinary action against them. This concept of Individual Accountability will have important implications for all governance structures.

Statement of Responsibilities is a key change. This document will define the scope of the senior person’s responsibilities and potential liability. A great deal of care will be needed in drawing these up and maintaining them over time.

Reverse Burden of Proof – this was removed after lobbying from the industry. Originally, Senior Managers would be considered guilty of a compliance offence until they proved themselves innocent. A similar regime, the Senior Insurance Managers Regime (SIMR), has also come into force for the insurance sector.

Whilst the Approved Persons regime continues to apply to the wider financial services industry outside of banking and insurance, the intention is for a version of the new regimes to be extended to all financial services firms in 2018.

Even though the Approved Persons Regime has been replaced in the banking & insurance industry will be replaced, the FCA will still require that all firms employ personnel with the ‘skills, knowledge and expertise necessary for the discharge of the responsibilities allocated to them’ – the ‘Competent Employees Rule’ found in SYSC 5.

This course will cover all the obligations relating to the Senior Persons Regime and those for competence, including ideas on how to devise an effective T&C regime, and how to assess competence and ensure it is maintained.

The Current Regulatory Regime ■ Treasury, BoE & FSA become FPC, PRU and FCA

from 1.1.13. ■ Reasons for the change ■ Dual regulation ■ Intrusive regulation ■ Conduct risk

The Existing Approved Persons Regime – in place till 20118 ■ The Fit and Proper Test ■ Definition of Approved Person ■ Statements of Principle for Approved Persons ■ Significant Influence Functions ■ FCA procedure

The Senior Managers Regime ■ Introduction ■ Who is a Senior Manager ■ Criminal Record Checks ■ Regulatory references ■ SMR Misconduct Certifications ■ Whistleblowing

■ Statement of responsibilities ■ Responsibility Map ■ Certification of staff by SMR’s. ■ New duty of Responsibility ■ New criminal offence – Reckless Misconduct ■ Appropriate SMR handover ■ Other relevant impacts ■ Summary

Competent Employees Rule Competent Employees and the Principles for Business ■ Principle 6 – ‘A firm must pay due regard to the

interests of its customers and treat them fairly’ ■ Principle 2 – 'A firm must conduct its business with

due skill, care and diligence'. ■ SYSC 5 requirements ■ Record keeping ■ Recruitment and HR procedures ■ Assessing and maintaining competence ■ Remuneration

Open Forum

END

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Course Content

Company Secretary: 2017 UpdateIn house

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Course Overview

The course is designed to assist those who have company secretarial responsibilities keep up to date with recent developments. It particularly looks at changes in law, accounting, business tax, payroll and employment.

The course particularly concentrates on developments in the previous two years though some earlier changes of particular significance are also noted.

Company law ■ Enterprise Act 2016 ■ Other legislative changes ■ New filing requirements at Companies House ■ Register of persons with significant control

(PSC) ■ Reporting gender pay gap ■ EU Accounting Directive and new limits for

smaller companiesRecent cases

Other law ■ Consumer Rights Act 2015 ■ Changes to criminal law ■ Disallowance of personal expenditure from

company profits ■ Amendments to insolvency law, including

recent changes in Scotland ■ Other law

Recent cases

Accounting ■ Introduction of and amendments to FRS 100

to FRS 105 ■ Replacement of Financial Reporting Standard

for Smaller Enterprises (FRSSE) ■ Changes highlighted in triennial review of

FRS 102 ■ IFRS 15 on recognition of profits ■ IFRS 16 on leases ■ New auditing standards ■ Other changes

Business taxation ■ Restriction on carrying forward losses ■ Implications of Making Tax Digital ■ Changes to rates of corporation tax ■ Devolved rate for Northern Ireland ■ Changes to payment of corporation tax by

instalments ■ Use of capital allowances, particularly annual

investment allowance ■ Taxation of dividends ■ Latest developments on tax avoidance and

tax planning ■ Changes to stamp duty land tax and land

and buildings transaction tax ■ Soft drinks industry levy ■ Recent cases on business taxation

■ Other changes

Value added tax ■ Significant recent changes

Recent cases

Employment and payroll ■ Payrolling of benefits ■ New provisions regarding taxation of employ-

ee benefits ■ Living wage and enforcement of national min-

imum wage ■ Apprentice levy ■ Changes to calculation of holiday pay and sick

pay ■ New provisions regarding student loan deduc-

tions ■ Changes to national insurance ■ Amendments to real time information (RTI)

provisions ■ New provisions for parental leave and tax-free

childcare ■ Other developments in employment law and

payroll ■ Significant employment law cases

Miscellaneous matters

What Redcliffe’s clients are saying about the course;

“Case law examples were very interesting and current.”

“Invaluable course for a whistle-stop tour of important issues for company secretaries”

“Good depth of areas covered with a chance to home in on areas more relevant to audience

flexibility”

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Corporate Governance: Issues, Trends & Developments

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Course Overview

“The UK has long been regarded as a world-leader in corporate governance, combining high standards with low burdens and flexibility” according to the Corporate Governance Green Paper published on 29th November 2016. In Theresa May’s introduction to this Paper, she states: “in recent years, the behaviour of a limited few has damaged the reputation of the many. It is clear something has to change.” She was of course referring to recent corporate scandals such as the BHS administration and the Sports Direct employment practices.

This paper is the latest in a long line of corporate governance reforms. In addition, recent legislation such as the Modern Slavery Act 2015, the Equality Act 2010 (Gender Pay Gap Information) Regulations 2017 and the Reporting on Payment Practices and Performance Regulations 2017 together with increasing consumer focus on Corporate Responsibility has put further pressure on corporate governance transparency.

This course covers all aspects of corporate governance from the familiar to the new, including updates on the government’s corporate governance reform proposals as well as some new legislation on the horizon.

The trainer delivers corporate finance and corporate law courses to lawyers and non-lawyers and her style is very interactive and visual. She trained as a corporate finance solicitor at Clifford Chance and qualified there, working on main market floats and takeovers as well as being seconded to Collins Stewart stockbrokers. At Gouldens (now Jones Day), She worked on a variety of AIM transactions including floats, secondary fundraisings and takeovers. During her time at Gouldens, she was seconded to Hanson plc to assist as temporary deputy counsel and with Hanson's European brick business sale. Since 2003, she has been teaching and training: for the first 8 years at BPP Law School and latterly on a freelance basis for a variety of universities, law firms and training companies. She is a consultant professional support lawyer for some law firms and a recommended member of the Legal Education and Training Group.

Participants Will: ■ Get to grips with the evolution of corporate governance ■ Learn about the features of corporate governance that are applicable to all compa-

nies ■ Discover corporate governance issues for larger companies and how different laws

relate ■ Explore the rules for trading companies: the premium listed main market and AIM ■ Gain an understanding of the guidelines for quoted companies ■ Get to grips with the financial reporting council’s UK code of corporate governance

Course Objectives

Background of the trainer

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This interactive one day course will provide a comprehensive overview of all aspects of UK corporate governance, including:

Briefly: the evolution of corporate governance ■ From Cadbury to Kay: the reports that

shaped UK corporate governance ■ Reasons for corporate governance continuing

as a hot topic ■ Current proposals for further regulation

Corporate Governance applicable to all companies, whether private, public, trading, large or small ■ Directors’ Duties and conflicts ■ Company procedure:

• Board Meetings• Shareholder Approval• Articles of Association and Shareholders’

Agreements ■ Protection of minority interests through de-

rivative and unfair prejudice claims ■ Directors’ remuneration ■ Company accounts and narrative reporting

(including recent changes from the Non Fi-nancial Reporting Directives)

■ Corporate crime: deferred prosecution agree-ments, Fraud Act, Bribery Act and the new ‘failure to prevent tax evasion’ offence

Corporate Governance issues for larger companies ■ The Institute of Directors’ Code of Corporate

Governance for Unlisted Companies ■ Corporate Social Responsibility (CSR or CR) ■ Slavery & Human Trafficking Statements pur-

suant to the Modern Slavery Act 2015:• Current requirement as to statement on

company website• Proposals to extend to annual narrative

reporting• Recent proposals on amendments to this

area of law from the Joint House of Com-mons and House of Lords Committee

■ NEW: The Equality Act 2010 (Gender Pay Gap Information) Regulations 2017• The gender pay gap reporting requirement

(annual snapshot)• Overview of how to calculate gender pay

and bonus gaps• Issues with calculation, scope of employ-

ers/employees etc. ■ NEW: The duty to report on invoice payment

practices pursuant to the Reporting on Pay-ment Practices and Performance Regulations 2017

■ Aspirational compliance with listed company corporate governance

Course ContentStock Exchange companies (Premium listed Main Market and AIM) ■ The Listing Rules and how the FCA enforces

breaches of the rules ■ The Quoted Companies Alliance Guidelines ■ The Financial Reporting Council’s UK Code of

Corporate Governance:• The comply or explain approach and link

with the Listing Rules• Structure of the Code• Examples of breach

■ Investor Guidelines (IA, PIRC, ABI, PLSA) ■ AGM practice ■ Advisory and binding votes on director re-

muneration under the Companies Act 2006 ■ Gender and ethnic diversity initiatives ■ Market Abuse Regulation overview

Other recent trends and future developments ■ Corporate Governance reform: government

proposals ■ New EU Shareholder Rights Directive ■ New EU Prospectus Regulation

Course MaterialsThe course is structured around a series of exercises and real-life case studies. Delegates will receive a copy of the slides, detailed course notes and reference material as well as case study materials (subject to copyright restrictions).

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Course Content

Fraud & Financial Services

Course Overview

With the introduction of the Criminal Finances Bill in 2017, firms will need to ensure that they have in place appropriate procedures to ensure they do not facilitate tax evasion. Tax evasion is a fraudulent act.

Depending on the nature of their fraud risks, most regulated firms will already have provision in place for the prevention and investigation of fraud. However, the methods used by fraudsters are constantly evolving. This has led to the UK legal framework placing an increasing burden upon firms to prevent certain common financial crimes.

This course provides a refresher on the provisions of both the Theft Act 1968 and the Fraud Act 2006 before linking these events with the wider risks faced by firms including, reporting requirements, data security and identity theft and the corporate offences firms may commit when targeted by fraudsters.

It also looks at financial crime investigation as well as the pitfalls faced by firms when they attempt to prevent, detect, investigate and report fraud, theft and tax evasion.

Why fraudsters target financial services firms ■ The fraud “marketplace” ■ External fraud

• Sources of external fraud• Subversion• Physical acts• Collusion

■ Internal fraud• Sources of internal fraud• Internal corruption• External corruption• Facilitation and graft• Collusion

■ The fraud triangle• Opportunity• Pressure• Rationalisation

■ Fraud methodologies• The Levy report• Private sector fraud• Public sector fraud• Recent developments in fraud ty-

pologies ■ Distance selling risk ■ Identity manipulation and theft ■ Social media manipulation ■ Links to organised crime and terror-

ism

The legal framework ■ Theft Act 1968

• Section 1, 8, 9 and 10 offences• Secondary offences

■ Fraud Act 2006• Section 2,3 and 4 offences• Secondary offences

■ Proceeds of Crime Act 2002

• Section 327, 328 and 329 offences• Secondary offences

■ Terrorism Act 2000• Section 15, 16, 17 and 18 offences• Secondary offences

■ The coming of corporate offences• Data Protection Act 1998• Bribery Act 2010• Criminal Finances Bill 2017• General Date Protection Regulation

Case study and team exercise ■ The training group will be presented

with a series of events and asked to analyse them to determine:• What types of methodologies may

have been deployed against the victims of the events?

• What offences may have occurred?

Detection and prevention ■ Product journey

• Risk analysis• Risk touch points• Mitigations• Management information• Escalation

■ The role of identity confirmation• DPA process• Weaknesses• The role of due diligence

■ The role of training• Identify• Classify• Escalate

■ Layered security ■ Victim typologies ■ Perpetrator typologies ■ Profiling ■ Transaction monitoring

In-House

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■ Automation ■ Management information ■ Communication

Investigation and reporting ■ Information gathering ■ Identifying suspects ■ Vulnerable persons’ risk ■ Record keeping ■ The role of law enforcement ■ PEACE model of interviewing

• The role and use of the caution• The role and use of recording• The role and use of notetaking

■ Knowledge and Suspicion• Police and Criminal Evidence Act • R v Da Silva• Objective test

■ File preparation ■ Reporting ■ Criminal property ■ Preserving evidence

Learning and future mitigation ■ Root cause analysis

• The 5 whys?• FME analysis• Ishikawa (fishbone) analysis• Operational risk model of firm

goverance ■ Governance structures

• Committees• 3 lines of defence• Monitoring and assurance

Case study and team exercise ■ In a two part exercise the group

will be asked to consider:• In the previous exercise,

what controls may have been breached or bypassed.

■ The group will be issued with details from an investigation file. They will be asked to consider they will be asked to consider:• What has occurred?• What offences have been com-

mitted?• What controls have been

breached?• What further investigations

should be considered?• What initial conclusions can be

drawn as to the root cause of the events.

Summary ■ Learning summary ■ Further learning opportunities ■ Summary of case studie

The specialist in highly technical, market-driven banking and corporate finance training

web: redliffetraining.com email: enquiries@redcliffetraining.co.uk phone: +44 (0)20 7387 4484