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Advanced Negotiation Issues in M&ADate:

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

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

Regulation & Compliance Courses

All courses can be presented In-House or via Live Webinar

web: redliffetraining.co.uk email: [email protected] phone: +44 (0)20 7387 4484

http://redcliffetraining.co.uk


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PUBLIC COURSES

• Introduction to the FCA Listing, Disclosure and Transparency and Prospectus Rules

• Advanced FCA Listing Rules: Latest Updates from DTRs• Introduction to The Takeover Code• Advanced Takeover Code• Listing Rules and Takeover Code Fundamentals• Market Abuse Regulation - Update• IFRS - The Latest Updates• Anti Money Laundering - Financial Crime Compliance• The UK Financial Services Regulation and Compliance

Training Course• Financial Promotions• Complaints Handling• Cybercrime: An overview for Non-FinTech Managers• Advanced Blockchain and Digital Currency Technology• Latest Basel IV Regulatory Requirements • World Trade Organisation: Law and Policy Fundamentals• The New UK Corporate Governance Code 2019• Trade Based Money Laundering (TBML) & Sanctions

Compliance



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IN-HOUSE COURSES• The Latest Basel III Regulatory Requirements• Training & Competence Obligations• AML & KYC: The Crime Prevention Compliance Course• Bank Business Card• Banker’s Challenges in Electronic Banking, Management

Perspective• Basel II, IV & Risk Management• Cybercrime and Financial Services• Cybercrime: An Overview for Non-FinTech Managers• Financial Accounting and Reporting: A 3 Day Introductory

Course• Hedge Accounting Training under IFRS• Financial Crime Prevention Compliance • IFRS Accounting Training for Investments• IFRS Accounting for Real Estate• Know Your Customer• Persons of Significant Control Registers: What Charities

Need to Know • Persons of Significant Control Registers: What Private

Equity Funds Need to Know• Treating Customers Fairly• Senior Managers & Certification Regime and Its Impact on

Training & Competence Obligations• Company Secretary: 2017 Update• Corporate Governance - Issues, Updates & Developments• Fraud & Financial Services• The Roles and Responsibilities of the Money Laundering

Reporting Officer• AML investigations• The AIM Game• Persons of Significant Control Registers• FATCA: The Important Provisions & Practical Compliance• Competition Law• Financial Crime Compliance Including Counter Terrorism• Life Cycle of a Security



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IN-HOUSE COURSES• Selling Derivative Solutions• Secondary Equity Offerings• Risk & Capital Management Under Basel III and IFRS 9• Securitisation & Structured Products: Upcoming Regulatory

Changes


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: [email protected] 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: [email protected] phone: +44 (0)20 7387 4484


Course Content

Introduction To The FCA Listing, Disclosure And Transparency And Prospectus RulesDate: 11 Oct 2018

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

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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• Possible adjustment to/disregarding of

profits test

• 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

http://redcliffetraining.com/training/corporate-finance-training-courses/fca-listing-rules/


Course Content

Advanced FCA Listing Rules: Latest Updates with DTRsDate: 07 June 2018, 28 Nov 2018


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Course Overview

On 1 January 2018 a number of updates have been made to the Official List Listing Rules to improve and clarify the rules on the eligibility for a Premium Listing, the classification of significant transactions and reverse takeovers. This course examines these changes and covers other significant updates to the Listing Rules and Technical Notes in the last few years, including shareholder protection and sponsor competence.

The course also covers the Market Abuse Regulation, which became applicable to all quoted companies in the UK in 2016 and is expected to remain, in spite of Brexit, until at least 2019 and probably longer. The requirements of the new MAR and the changes this has brought to the UK market abuse regime are examined.

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

2018 changes ■ Clarification of Premium Listing eligibility

• New holding companies• Historic information on 75% of business• Independence requirements • New Technical Note guidance• Other changes

■ Concessionary routes to listing • New route for property companies• Updates to other routes

■ The Class Tests• Disregarding profits test• Adjustment to profits

■ Suspension of listing for reverse takeovers• Removal of rebuttable presumption• Shell companies• Contacts with FCA

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 excep-

tions

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

• Issues arising from Bumi, ENRC and

other 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 issues ■ Sponsors

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

mation to FCA• On-going identification of conflicts• Guidance on procedures and resourcing

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

quired• Updates to circular rules and guidance• Guidance on hostile takeovers and work-

ing capital

http://redcliffetraining.com/training/corporate-finance-training-courses/fca-listing-rules-course/


Course Content

Introduction to the Takeover CodeDate: 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 and the Takeover Code operate. The course will examine the circumstances when the Takeover Code is applicable, the relevance of the key principles and rules of the Takeover Code and their application in practice.

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 and the conduct of the parties during an offer period. The course concludes by looking at the timetable for a bid executed by contractual offer or by scheme of arrangement.

In addition to comprehensive slides, the course documentation includes detailed notes on the rules and the current annual report of the Takeover 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 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 Appendix 7) ■ Contractual offers ■ Schemes of arrangements

http://redcliffetraining.com/training/corporate-finance-training-courses/takeover-code-course/


Course Content

Advanced Takeover CodeDate: 27 Apr 2018, 8 Nov 2018


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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.

The tactical advantage that possible bidders have had in takeovers has changed since the Code Review 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

http://redcliffetraining.com/training/corporate-finance-training-courses/advanced-takeover-code-course/


Advanced Takeover CodeContinued

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Course Content

• Price and other future actions• Post-offer undertakings

■ 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”

http://redcliffetraining.com/training/corporate-finance-training-courses/advanced-takeover-code-course/


■Course Content

Listing Rules & Takeover Code FundamentalsDate: 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

http://redcliffetraining.co.uk/training/corporate-finance-training-courses/listing-rules-and-takeover-code-course/


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

http://redcliffetraining.co.uk/training/corporate-finance-training-courses/listing-rules-and-takeover-code-course/


Course Content

Market Abuse Regulation - UpdateDate: 06 Sep 2018


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Course Overview

The EU Market Abuse Regulation (MAR) became applicable in the UK in July 2016 and will remain so at least until 2019 and probably longer, in spite of Brexit. This regulation replaces 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. The regulation is also applicable for the first time to AIM companies.

This course examines requirements of the new MAR, its technical standards and its guidelines and the changes this has brought to the UK market abuse regime and to rules for Official List and AIM companies. 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”

http://redcliffetraining.co.ukhttp://redcliffetraining.co.uk/training/corporate-finance-training-courses/market-abuse-regulation-2016-update/


Course Content

IFRS 9: The Latest UpdatesDate: 20 June 2018, 18 Oct 2018


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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

http://redcliffetraining.co.uk/training/advanced-accounting/ifrs-9-latest-updates/http://redcliffetraining.co.uk/training/advanced-accounting/ifrs-9-latest-updates/


IFRS 9: The Latest Updates

Continued...

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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

http://redcliffetraining.co.uk/training/advanced-accounting/ifrs-9-latest-updates/


Course Content

Anti Money Laundering - Financial Crime ComplianceDate: 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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Anti Money Laundering - Financial Crime ComplianceContinued

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Course Content

■ 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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Course Content

Regulation & Compliance for UK Financial ServicesDate: 12 Oct 2018


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

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

ed 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 Author-

ity (FCA) ■ The role of the Prudential Regulatory Au-

thority (PRA)

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).

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 ■ 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 ■ Definition of Approved Person ■ FCA procedure ■ Statements of Principle for Approved Persons ■ Code of Practice ■ Approved Persons & the Remuneration Code

Senior Manager Regime ■ Overview ■ Key changes ■ Risk Maps ■ Accountability Statements

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Regulation & Compliance for UK Financial Services

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■ Certified Persons ■ Systems & control functions

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 financial crime ■ JMLSG guidance

Future ?

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Course Content

Financial PromotionsDate:11 Oct 2018


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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


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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Financial PromotionsContinued...

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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


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 Overview

Complaints HandlingDate: 10 Oct 2018


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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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Complaints HandlingContinued...

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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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Background and Introductions

Overview ■ Why is blockchain so important? ■ How is blockchain used? Sector examples ■ Market dynamics

Context ■ How organisations work

• Front-to-back office business processing | Goods and services

• Operations and technology• Technology architecture | Centralised vs.

distributed• Supply and purchase

■ How money works• What is money and how does it

acquire value?• Banking and payments infrastructure• Central banking and regulation• The advent of theinternet and the case for

digital money THE EMERGENCE OF DIGITAL CURRENCIES AND BLOCKCHAIN

Course Content

Advanced Blockchain and Digital Currency TechnologyDate: 11 June 2018


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Developments in FinTech are transforming financial services with blockchain and distributed ledger technology at the forefront. Both The Wall Street Journal and The Economist have described it as technology that could change the world. However, the application of the underlying technology goes well beyond financial services. Blockchain allows the creation of bespoke digital currencies to support commercial transactions which can be linked to smart contracts. The immutable nature of blockchain allows the provenance of transactions, goods and services to be recorded indefinitely. The cryptographic ecosystem supporting blockchain is perfect for managing the protection, distribution and monetisation of content for Media and Entertainment businesses. Digital currencies allow the tokenisation of service delivery and from Manufacturing, through to Healthcare, use cases for this nascent technology abound.

The underlying blockchains and cryptography provide technical solutions that are novel and clever, which are very different to the way current technology operates. Importantly, because they remove the need for trusted supplier intermediaries, they offer solutions which are potentially more competitive than traditional IT solutions.

This course provides a grounded and sector relevant introduction to blockchain and related digital currency technology. Starting from first principles, the course approaches the technology from a number of different perspectives providing foundational knowledge that will enable delegates to return to their own organisations with a clear understanding of how this important technology impacts the bottom line.

This course is a comprehensive guide to understanding and using blockchain technology, assisted through practical demonstrations and examples. It also includes an introduction to digital currency trading. It will leave people with real sense of its full potential.

Course Overview

History of Blockchain and Digital Currencies ■ The first digital currency

• The world pre-bitcoin• The challenge of digital money | Sending

and receiving money online• Bitcoin and why study it?• The emergence of blockchain from Bit-

coin• Digital currencies - Bitcoin, Ether, Ripple,

Dash, Litecoin, Zcash, Monero etcHard forks and soft forks How Blockchains and Digital Currencies work? ■ Cryptographic primitives

• The hash function | SHA 256 and exam-ples

• Digital signing • Public / private key infrastructure • The concept of identity and wallets

■ Transactions and Consensus Protocols• Blockchain, transactions and consensus;

proof of work, proof of stake• Sibil Attacks and Byzantine Fault Toler-

anceThe Blockchain Game - Teams Compete to Mine their Own Digital Currency

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Advanced Blockchain and Digital Currency TechnologyContinued...

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■ Decentralized applications, open software and smart contracts• Ethereum, and EOS• Examples and their application

Market Overview ■ Currency Segmentation

• An overview of digital currencies• Market trends• Initial Coin Offerings and capital raising•

Digital Currency Trading Exercise ■ Cryptocurrency Trading

Introductionto digital currency trading• Digital currency exchanges• Example trading indicators - MACD, Mov-

ing Averages, Relative Strength• APIs• Cyber security

■ Corporate Structures• Digital currency companies• Governance • The DAO and Ethereum

Regulatory, Tax and Compliance ■ Regulatory framework ■ Tax treatment ■ Money laundering - KYC and AML

Use Cases ■ Corporate Structures

• Functional transformation and sector review

• Business model disruption• Commercials and buying digital curren-

cies• Tokenised utility - SIA, REP, GNO, GNT,

BAT

Workshop Session: How could your organisation employ this technology?

■ Application• Opportunity Assessments • Proof of Concept

Strategies The Future: Where next for blockchain and digital currency technology? ■ Vision and Opportunities

Barriers Recap and Close

What Redcliffe’s clients are saying about the course

“Clear explanations, very structured and well organised”

“The trainer was very good and knowledgeable in this area”

“It was very interesting engaging and interactive, we covered very relevant and practical topics”

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Course Content



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Course Overview


Course Content

Latest Basel IV Regulatory RequirementsDate: 27 Apr 2018

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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 global 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. Basel IV is a contested term describing the latest 2016 to 2017 changes made to the Basel accords. Regulators simply consider it as an extension to the Basel III reforms. This session provides participants with a detailed tour and review of the Basel accords issued by the Bank for International Settlement (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 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 IV ■ 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 • Deferred taxes

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

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

■ Tier II instruments Case 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


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Advanced Negotiation Issues in M&AContinued...

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Latest Basel IV Regulatory RequirementsContinued...

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Course Content

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 buffer for systemically important banks

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

■ Global/Domestic Systemically Important Banks (G-SIBs and D-SIBs)

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

Eligible 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 Session 6 – Basel IV Latest ■ A standardised floor of 72.5% of the re-

quirement based on Standardized approach ■ A simultaneous reduction in Standardised

risk weights for low risk mortgage loans ■ Simplication of internal-based models ■ Higher leverage ratio for G-SIBs

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World Trade Organisation Law and Policy Fundamentals Date: 08 June 2018


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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.

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

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World Trade Organisation Law and Policy FundamentalsContinued...

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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

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 under the 1994 Agreement on Technical Barri-ers to Trade (TBT Agreement)

• Potential concerns associated with tech-nical barriers

• Regulation under WTO law ■ Import licensing procedures

• Rationale behind import licensing procedures • 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 requirements • Limits on use of safeguard measures

■ Dumping and Antidumping • Definition of dumping • Regulation under WTO law • Substantive and procedural requirements • Limits on use of antidumping measures • Remedies

■ Subsidies • Regulation under WTO law

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Course Content

The New UK Corporate Governance Code 2019 Date: 27 Sep 2018


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Course Overview

On 5th December 2018, following the government’s corporate governance reform proposals, the Financial Reporting Council (FRC) published a revised UK Corporate Governance Code for consultation. The consultation will close on 28th February 2018. The FRC plans to publish the final revised Code by July 2018, with the new Code applying to reporting periods falling after January 2019. The proposed new Code is substantially different in both content and structure, addressing the government’s recommendations and other hot topics in the corporate governance debate such as diversity and board culture.

The objectives of the Code review and consultation are:

■ to “shorten and sharpen” the Code; ■ to put more emphasis on the long-term

success of a company instead of “reaction-ary risk management” as consequence of corporate scandals;

■ seek more effective reporting on section 172 Companies Act 2006 (the duty of direc-tors to promote the success of the company with a background of “enlightened share-holder value”); and

■ put the focus of the Code back onto the Principles as opposed to a “tick-box” ap-proach to the Provisions.

As was anticipated, the new Code focuses on corporate culture, stakeholder engagement, long-term decision-making, remuneration committees and diversity.

The FRC is also consulting on updated guidance on board effectiveness and will be consulting on their Stewardship Code following the Code consultation.

This course will consider: ■ The backdrop to the new Code ■ The implementation of the other aspects of

the Government’s Corporate Governance reform

■ How the current Code and the new Code compare

■ Key areas of change e.g. remuneration and stakeholder voice.

■ Supporting FRC guidance and other related guidance, e.g. published by the Investment Association.

Once the new Code has been finalised, we will revise this course outline accordingly. However,

given the tight timescale between publication and applicability, we are marketing this essential update course ahead of time.

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Course Content



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Course Overview


Course Content

Trade Based Money Laundering (TBML) and Sanctions Compli-ance

Date: 24-25 May 2018 , 09-10 Oct 2018

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Course Overview

Location: London Standard Price: £1,350 +VAT Membership Price: £1,080 +VAT

Whilst trade and commodity finance is low in credit risk it exposes banks to high compliance risks. Banks who have failed to implement adequate Financial Crime Compliance programmes and training have incurred fines, reputational damage and faced the potential loss or suspension of their ability to operate in certain currency markets or jurisdictions. This 2-day course for personnel who are involved in Trade Finance, including bank auditors, compliance officers, operations managers and relationship directors, provides an explanation of the operation of the methods of payment and financing used in international trade and commodity transactions and the nature of associated compliance risks. The course covers all aspects of Financial Crime Compliance (including the regulatory framework) with particular regard to Trade & Commodity Finance (principles and products), Correspondent Banking, International Payments, Global Cash Management, their associated compliance risks and the suspicious money laundering / sanctions violation activity red flag indicators of each. Through attending this course participants will be able to identify compliance risk features in core 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 participants to consider transactions and identify the key risk compliance features, areas of due diligence and further information required to make a risk-based assessment

Day 1 Introductions ■ Trainer & participants ■ What do you know? ■ Aims and objectives. ■ Course context.

Financial Crime Compliance ■ Consituent parts (money laundering, ter-

rorist financing, sanctions breaches) ■ Current examples ■ An introduction to the nature of compli-

ance risk in cross border transactions ■ Why are international trade transactions

increasingly a target for abuse? ■ The consequences of non-compliance (for

banks, corporates and individuals) Anti-Money Laundering (“AML”) ■ What is money laundering? ■ Why is money laundered? ■ How is money laundered? ■ The key stages of money laundering;

placement, layering, integration ■ Customer Due Diligence (CDD) ■ The risk-based approach to anti-money

laundering ■ Money laundering and terrorist financing

Case study concerning the involvement

of, and consequences for, an international bank which transferred money arising from drug smuggling across three continents.

Countering the Financing of Terrorism (CFT) ■ Key differences between CFT and AML ■ The importance of due diligence and fo-

cussed screening Case study concerning the involvement of, and consequences for, an international bank which was identified as having processed funds used to finance terrorism. Sanctions ■ What are sanctions? ■ Why are they imposed and what is their

intended impact? ■ Who imposes them and on whom are they

imposed? ■ What is the difference between a trade em-

bargo and financial sanctions? ■ Examples of sanctions imposed in recent

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■ years ■ The relevance of due diligence and screen-

ing Case study on sanctions breaches concerning a major UK corporate.

Financial crime also relates to:- ■ Bribery & corruption ■ Tax evasion ■ Proliferation

Facilitation of money laundering ■ Complexity ■ Three stages of money laundering ■ Financial products vs open account ■ Co-mingling ■ Cash ■ Fraud ■ Smuggling ■ Transfer pricing, etc. ■ Capital Flight ■ Foreign Exchange

Examples of legitimising the movement of illicit monies. a) the use of over-inflated invoicing representing “management charges b) misrepresentation of invoice value, multiple invoicing and false description of goods

Correspondent banking ■ What is the role of a correspondent bank? ■ Why is correspondent banking fundamental

to cross border money flows? ■ The counterparty compliance risk of using

Correspondent Banks ■ The use and operation of Nostro, Vostro

and Loro accounts ■ Correspondent banking infrastructure;

• Message authentication; • Provision of payment, trade and treasury

services; • Cash management

■ Risk profile of remitting, receiving and re-imbursement parties in cross border trans-actions

■ 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

• Correspondent network rationalisation

Exercise; due diligence and risk considerations

Financial Institutions - as customers: ■ Compliance risk assessment framework; key

components ■ Due diligence and risk assessment ■ Unacceptable customers ■ Monitoring activity – warning signals, red

flags, Financial Action Taskforce (FATF) recom-mendations.

International Payments / SWIFT Messaging ■ The mechanics of cross border funds transfers

and nature of the payment instruction ■ Parties; remitter, originator bank, receiving

bank, beneficiary, cover/reimbursing bank ■ What is SWIFT? ■ What is the function and operation; ■ Understanding the use and role of SWIFT “MT”

message types in payments and trade trans-actions

■ Compliance risk;• Correspondent bank • Message abuse • Inappropriate use of message types

■ Message stripping ■ 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 ■ Key compliance risk zones:

• Message information • Originator; ownership, jurisdiction • Beneficiary; ownership, jurisdiction • Nature and value of payment – ordinary

course of business? • Screening – designated persons – sanc-

tioned countries? ■ The compliance risk exposure of US dollar

transfers

Trade Based Money Laundering (TBML) and Sanctions Compli-ance

continued...

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■ High risk customers requiring payment services

■ Red flag suspicious activity indicators

Global Cash Management ■ Examples of global cash management

(concentration/pooling, zero and target balancing)

■ Parties;