ZYC-AR-003 - Appointed Representative Termination and Wind Down Plan
1. Purpose
This plan explains how Zeyro suspends or terminates an Appointed Representative (“AR”) relationship in an orderly way, reducing regulatory risk, consumer detriment, and operational disruption. It is designed to be supervisory-ready.
2. Scope
Applies to any AR relationship where Zeyro is Principal, whether wind-down is initiated by Zeyro, the AR, mutual agreement, or external events (e.g. regulatory action, market disruption, operational failure).
It covers suspension/termination, communications, records, complaints/remediation, FCA engagement, and post-exit review.
3. Core Principle
Wind-down is not a “switch-off”. Zeyro retains responsibility for appropriate supervision, evidence, complaints handling, and regulatory engagement for risks arising from the AR relationship, including after suspension or termination, where required by law and FCA expectations.
4. Contractual Control Baseline
Zeyro’s AR agreements provide the basis to manage wind-down and require the AR to comply with Zeyro’s directions. They enable Zeyro to:
suspend AR activities immediately where continuation creates regulatory risk, consumer detriment, or non-compliance;
terminate the relationship in line with contractual rights;
require immediate cessation of regulated activities carried on under Zeyro’s permissions;
maintain access to records needed for supervision, complaints handling, and regulatory reporting; and
control or restrict communications relating to the relationship and its cessation.
This plan supplements those contractual controls.
5. Triggers for Wind-Down
Wind-down may be initiated where:
regulatory, conduct, or consumer-harm risks are identified;
the AR acts outside approved scope;
the AR or its clients become subject to regulatory or law enforcement investigation;
monitoring failures occur or compliance cannot be evidenced;
an operational failure affects regulated activities;
serious or repeated complaints arise;
conflicts cannot be managed;
contractual termination rights are exercised; or
the AR relationship otherwise ends.
6. Risk-Based Wind-Down Approach
Zeyro applies a proportionate approach based on a case-by-case assessment, including:
scale and nature of regulated activity;
client types and vulnerability considerations;
current/recent sales activity and pipeline;
complaints and remediation exposure;
completeness/accessibility of records; and
regulatory and reputational sensitivity.
7. AR Business Wind-Down
If an AR enters, or proposes to enter, a wind-down of its own business, Zeyro will assess whether continued AR activity remains appropriate and may suspend or terminate the AR’s authority regardless of the AR’s broader wind-down plans, where continuation creates regulatory risk, consumer detriment, or supervisory concern.
Zeyro will ensure that:
regulated activities cease in an orderly manner;
clients and counterparties are not misled about the AR’s status/authority;
records and information remain accessible and secure; and
residual regulatory and conduct risks are actively managed.
Zeyro will engage with the FCA as appropriate, including where the FCA would reasonably expect to be informed.
8. Immediate Controls
Where wind-down is initiated, Zeyro may apply one or more controls without delay.
8.1 Suspension or termination
Suspend or terminate the AR’s authority to carry on regulated activities under Zeyro’s permissions.
Require immediate cessation of advisory, arranging, or promotional activity carried on as AR.
8.2 Communications control
Restrict or prohibit AR communications with clients/counterparties pending review.
Require the AR to stop using Zeyro’s name, permissions, or AR status.
8.3 Records preservation
Confirm continued access to records needed for supervision, complaints handling, and reporting.
Prevent deletion or alteration of relevant information.
8.4 Regulatory assessment
Assess whether FCA notification is required.
Notify the FCA where the FCA would reasonably expect notice.
9. Client and Market Communications
Zeyro oversees wind-down communications to ensure they are clear, accurate, and not misleading.
Where communications are required, Zeyro will either:
approve AR communications before issue; or
communicate directly with clients/counterparties.
Following suspension/termination, ARs must not represent themselves as acting on behalf of Zeyro or under Zeyro’s permissions.
10. Records and Information
Zeyro ensures continued access to records needed for supervision, complaints handling, and regulatory reporting. This may include client files, communications, sales materials, complaints data, monitoring outputs, and training/competence evidence.
11. Residual Risk Management
Zeyro manages residual risks arising from the AR relationship, including:
outstanding complaints or complaint trends;
remediation or redress obligations;
conflicts identified during wind-down;
FCA information requests or supervisory follow-up; and
record retention and evidence provision.
Where appropriate, Zeyro may apply enhanced controls (e.g., file audits, restricted system access).
12. Completion and Closure
Wind-down is complete when:
AR activity has ceased in full;
required communications are completed;
records are secured and accessible;
complaints/remediation actions are managed;
any required FCA notifications have been made; and
the wind-down file contains sufficient evidence of an orderly process.
Closure is approved by the Compliance Officer (SMF16).
13. Post-Wind-Down Review
Zeyro documents:
the trigger for exit;
controls applied and actions taken;
issues identified (including record or communication gaps); and
improvements required to onboarding, monitoring, contracts, or oversight.
Lessons learned are used to strengthen the AR framework.
14. Evidence and Record Keeping
Wind-down evidence is retained in line with ZYC-DATA-001, including decision records, communications, monitoring outputs, complaints/remediation records, and regulatory correspondence.
Document Control
Item
Detail
Policy Code
ZYC-AR-003
Policy Name
Appointed Representative Wind-Down Plan
Owner
Compliance Officer (SMF16)
Reviewer
Zeyro Board
Version
1.0
Status
Active
Next Review
Jan 2027
Last updated