The Five Documents at the Heart of the Senior Managers Regime, and How to Get Them Right
When the Senior Managers and Certification Regime was extended to almost every FCA-regulated firm, much of the attention went to the big ideas: personal accountability, the Duty of Responsibility, the Conduct Rules. Far less attention went to the paperwork. Yet when a regulator looks at whether a firm and its Senior Managers are meeting the regime’s expectations, it’s the documents it reads first.
Five documents do most of the work. Get them right and a firm can show clearly who is accountable for what, why they’re suitable and how the board is equipped to oversee them. Get them wrong, and capable people can struggle to show they did their jobs properly. This article looks at what each document is for, the mistakes that come up again and again, and where to find free templates for all five.
Why the Documents Matter
The Senior Managers and Certification Regime rests on a simple idea: for every important part of a regulated firm, there should be a named individual who is accountable, and that accountability should be clear and evidenced. Clarity and evidence both come down to documents. A Senior Manager’s responsibilities are defined in writing. Their fitness is assessed and recorded. Their history is checked through references. At larger firms, the whole structure is mapped. And boards are expected to know whether they collectively have the skills to oversee it all.
When something goes wrong, these records are often the difference between a Senior Manager being able to show they took reasonable steps and being unable to. That makes them worth getting right.
1. The Statement of Responsibilities
What It Is
Every Senior Manager must have a Statement of Responsibilities setting out the Senior Manager Functions they perform, the Prescribed Responsibilities allocated to them and any other areas they’re accountable for. The FCA’s requirements are in SUP 10C of its Handbook. The regulators prescribe the form for submission, but the content is the firm’s to get right.
Common Mistakes
- Vague wording. “General oversight of compliance” tells the regulator almost nothing. “Responsibility for the design and delivery of the risk-based compliance monitoring programme and quarterly reporting to the board” tells it exactly what the person owns.
- Paraphrasing Prescribed Responsibilities instead of using the regulators’ wording.
- Not updating it when responsibilities change, which also triggers a notification to the regulator.
- Not involving the individual, who should read, understand and agree it.
2. The Responsibilities Map
What It Is
Enhanced firms, the largest and most complex in the regime, must keep a Responsibilities Map: a single document describing the firm’s governance arrangements, its Senior Managers and how responsibilities are allocated between them. Every business area, activity and management function must have a Senior Manager with overall responsibility for it.
Common Mistakes
- Treating an organisation chart as a map. A chart shows reporting lines, not accountability.
- Leaving areas unallocated, particularly support functions such as technology, HR and outsourcing.
- Inconsistency with individual Statements of Responsibilities.
- Letting it go out of date after departures, restructures or acquisitions.
Even Core firms, which don’t have to keep one, often find a simple map useful, and it’s essential preparation for any firm approaching the Enhanced threshold.
3. The Fit and Proper Assessment
What It Is
Firms must be satisfied that their Senior Managers and certified staff are fit and proper, not just at appointment but on an ongoing basis, assessed at least annually. The criteria, set out in the FCA’s FIT sourcebook, cover honesty, integrity and reputation; competence and capability; and financial soundness. For certified staff, the firm’s assessment is effectively the approval, because the regulator doesn’t sign off certified roles.
Common Mistakes
- Tick-box declarations with no evidence behind them.
- Ignoring how roles have changed. Someone fully competent for their role a year ago may not be fully competent for the role it has become.
- Waiting for the annual cycle to consider a serious concern.
- No link to Conduct Rules records or disciplinary files.
4. Regulatory References
What They Are
Firms appointing Senior Managers and certified staff must obtain regulatory references from the individual’s employers over the previous six years, using the template prescribed in the FCA’s rules on references, SYSC 22. Firms giving references must disclose specified information, including relevant disciplinary action and Conduct Rules breaches.
Common Mistakes
- Requesting references late, often after the candidate has resigned, which delays approval.
- Missing previous employers, particularly short or non-executive roles.
- Nobody tracking or chasing outstanding requests.
- Incomplete references given because records weren’t kept.
The reference form itself is prescribed, so the practical challenge is managing the process around it: who to ask, when to chase and how to assess what comes back.
5. The Board Skills Matrix
What It Is
A board skills matrix shows what a board collectively knows and where its gaps are. It isn’t a regulatory form, but regulators expect boards to have the knowledge and experience to oversee the firm’s risks, and the Prudential Regulation Authority explicitly considers whether a dual-regulated firm’s board is collectively suitable. The UK Corporate Governance Code also asks boards to consider the balance of skills, experience and knowledge.
Common Mistakes
- Generic skill areas that don’t reflect the firm’s real risks.
- Inflated self-ratings that hide gaps.
- Ignoring tenure, so expertise disappears when directors leave.
- No actions arising from the gaps identified.
The Five Documents at a Glance
| Document | Who needs it | How often to review |
|---|---|---|
| Statement of Responsibilities | Every Senior Manager | When responsibilities change, and at least annually |
| Responsibilities Map | Enhanced firms (useful for others) | When responsibilities change, and at least annually |
| Fit and proper assessment | Senior Managers and certified staff | At least annually, and when concerns arise |
| Regulatory references | Every relevant new appointment | For each hire, and when giving references |
| Board skills matrix | Regulated boards | At least annually, and before board appointments |
How the Documents Fit Together
The five documents aren’t separate exercises. A Senior Manager’s Statement of Responsibilities should match the Responsibilities Map. The fit and proper assessment should test competence against those responsibilities. References feed into the assessment when someone joins. And the board skills matrix tells the board whether it has the expertise to oversee the Senior Managers it has appointed. Firms that treat them as one connected set, reviewed together, find inconsistencies early and have far stronger evidence if the regulator asks.
Signs Your Documents Need Attention
- A Senior Manager can’t explain their own Statement of Responsibilities without reading it.
- Nobody can say who has overall responsibility for technology, outsourcing or HR.
- Last year’s fit and proper assessments are signed declarations with nothing attached.
- Reference requests live in individual managers’ inboxes rather than a single tracker.
- The board hasn’t looked at its skills mix since its last appointment.
Any one of these is common. Several together suggest the firm would struggle to evidence its accountability if asked.
Smaller Firms
Smaller firms sometimes assume this level of documentation is only for large banks and insurers. It isn’t. A Core firm with three Senior Managers still needs clear Statements of Responsibilities, annual fitness and propriety assessments and proper references. The documents can be shorter, but the principles are the same, and a small firm’s regulator will expect them just as much.
Free Templates for All Five
SMF Capital, the specialist Senior Manager Function recruitment practice, has published free Word templates for all five documents, each with a guide explaining how to complete it, common mistakes and answers to frequent questions. They’re free to download with no sign-up, and firms can adapt them for their own use. You’ll find them all on SMF Capital’s free guides and templates page.
The individual templates include a Statement of Responsibilities template with example wording for compliance officers, MLROs and chief executives, and a board skills matrix built around the areas regulators expect regulated boards to cover. The page also links to practical plans for common situations, such as a Senior Manager resigning, succession planning and staffing a skilled person review.
As with any template, they’re a starting point rather than a substitute for judgement or advice. Where the regulators prescribe a form, the templates help firms prepare and manage the content; the regulators’ form is still the one to submit.
Getting Started
If your firm hasn’t reviewed these documents recently, a practical order is:
- Check every Senior Manager’s Statement of Responsibilities is current and specific.
- If you’re an Enhanced firm, or approaching it, test your Responsibilities Map for unallocated areas.
- Look at last year’s fit and proper assessments. Is there evidence behind each conclusion?
- Put a single tracker in place for regulatory references, both requested and given.
- Complete a board skills matrix before your next board appointment.
Each step is small. Together, they give a firm a much clearer picture of its own accountability, and a much stronger answer if the regulator ever asks how it knows.
About the author: Adrian Lawrence FCA is the founder of SMF Capital and a Chartered Accountant and Fellow of the ICAEW who holds a practising certificate in his own name. He is a former listed-company Finance Director and has led senior finance and regulated-firm appointments since founding FD Capital in 2018. View Adrian’s ICAEW profile.
