The GRC Navigator
Your Bi-Weekly GRC Intelligence Briefing
Executive Summary
The second half of June brought the fortnight's main story for anyone running or governing a fund. On 26 June 2026 the FCA published CP26/21, proposing targeted changes to the UK Listing Rules for closed-ended investment funds, taking aim at conflicts of interest in the relationship between investment trusts and their managers. Closing on 14 August, it is the FCA's most direct intervention in the investment trust structure in years, and it arrives as activist capital is already reshaping the sector from the outside. The relationship between a trust's board and its manager, previously left to the market, is now the subject of proposed rules.
The FCA moved on several other fronts. It finalised its crypto rules on 30 June, completing the Handbook framework for a regime that commences in October 2027; refined the Consumer Duty on 29 June to lift genuinely non-UK business out of scope for wholesale firms; and opened CP26/20 on SIPP due diligence and asset protection on 22 June. The PRA published its Annual Report and market-risk consultation CP9/26, while the Bank of England launched a private markets stress scenario that tests fund liquidity. Therese Chambers used a keynote to say that enforcement is becoming faster, quieter and more technological. The common thread is a regulator setting rules for structures and relationships it once left to the market.
The FCA Puts the Investment Trust Board-Manager Relationship Under the Rulebook
HIGH RISK · Sectors: Asset Management, Investment Trusts, Wholesale Markets, Listed Companies
On 26 June 2026 the FCA published CP26/21, consulting on targeted changes to Chapter 11 of the UK Listing Rules, the chapter governing listed closed-ended investment funds, with responses due by 14 August 2026. The focus is narrow but consequential: how conflicts of interest are managed in the investment management relationship that sits at the heart of every investment trust. It follows the targeted review of the listing rules for investment entities the FCA announced on 3 March 2026.
Closed-ended funds are a hybrid, listed companies and investment vehicles at once. Shareholders appoint a board, the board appoints and oversees the manager, and shareholder rights are the mechanism that holds the whole structure to account. The FCA's proposals go directly to how that accountability works. Where a substantial shareholder holding 20 percent or more of voting rights is also the investment manager, or an associate of the manager, the rules would restrict their voting on relevant resolutions. Related-party transaction rules would expressly capture the manager and its group.
- Conflicts at the centre: The manager's contract is the single most important determinant of shareholder outcomes, and the FCA is legislating for how conflicts around it are handled.
- Voting restrictions: Manager-aligned substantial shareholders would be restrained from voting on resolutions where their interest and shareholders' interests diverge.
- Shareholder rights: Alongside the consultation the FCA published good-practice guidance to help retail investors exercise their voting rights, a deliberate push on engagement.
- Careful calibration: Jon Relleen, the FCA's director of infrastructure and exchanges, stressed the changes are targeted and that the regulator does not intend to interfere with voting or shareholder engagement.
The proposal lands in the middle of an active fight. The investment trust sector is already unsettled, with activist investors pressing boards on discounts, mergers and wind-downs across the market. Rules that strengthen shareholder rights and constrain manager conflicts arrive while that fight is being run contract by contract. For managers of listed vehicles, the governance terms that were once boilerplate are now a supervisory and reputational exposure.
This is unusual: the FCA is setting rules for the internal governance of a fund structure rather than its disclosures. Boards of investment trusts and their managers should read CP26/21 as a signal that the management contract, the conflicts policy and the voting arrangements are all now in scope. Chairs should ask their sponsors before 14 August whether the trust's current arrangements would meet the proposed rules, and where the manager's interests and shareholders' interests are allowed to overlap.
CP26/21 would write conflicts between an investment trust's board and its manager into the Listing Rules, going beyond what the trust has to disclose.Asad Bukhory
Regulatory Updates
FCA Finalises Its Crypto Rules for the UK Regime
MEDIUM RISK · Sectors: Digital Assets, Wholesale Markets, All Regulated Firms
On 30 June 2026 the FCA published its final rules and guidance for regulated cryptoasset activities, the culmination of the crypto roadmap and underpinned by the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026 made by Parliament on 4 February 2026. The rules will apply to firms granted permission under FSMA on or after 25 October 2027, when the regime commences, with authorisation applications opening from September 2026.
- The core package: PS26/13 applies the FCA Handbook to crypto firms, supported by finalised guidance on the Consumer Duty (FG26/5), operational resilience (FG26/6) and international firms (FG26/7).
- Full Handbook obligations: The Duty, COBS, SM&CR, operational resilience and financial crime frameworks are being applied across regulated crypto activities, not a lighter parallel regime.
- Joint stablecoin approach: The FCA and the Bank of England set out a coordinated approach to the regulation of systemic stablecoin issuers.
For traditional managers, the point is the template the FCA has now set for regulating a new activity: full Handbook obligations, the Duty, SM&CR and operational resilience from day one. Any manager eyeing tokenised funds or digital asset exposure should read these rules as the standard they will be held to.
Consumer Duty Steps Back From Wholesale and Non-UK Business
MEDIUM RISK · Sectors: Wholesale Markets, Asset Management, Insurance
On 29 June 2026 the FCA proposed removing business for genuinely non-UK customers from the scope of the Consumer Duty, part of CP26/23 on Duty scope and proportionality in wholesale markets, closing on 19 September 2026. The change responds to the 2025 Mansion House ask to address the Duty's application to wholesale firms, and for many investment banks it will take a significant proportion of relevant revenues out of scope.
- Clearer boundaries: Market making, custody and safeguarding should not normally be caught, with worked examples of activities that fall outside the Duty.
- Distribution-chain clarity: Firms will be able to rely on others in a chain to meet their obligations, provided they act in good faith and respond to clear signs of harm.
- Insurance alongside: CP26/22 simplifies insurance rules and narrows ICOBS and PROD 4 territorial scope on the same day, closing 4 September 2026.
Simon Walls put it plainly: it is a consumer duty, not a wholesale one. The relief is real, but the risk is a false sense of exemption. The high-level Principles and SYSC obligations remain, and drawing the line between in-scope retail manufacture and out-of-scope wholesale activity will require judgement your first line must document. Treat the carve-out as a mapping exercise.
FCA Consults on Consistent Standards for the SIPP Market
MEDIUM RISK · Sectors: Wealth Management, Retail Distribution, Pensions
On 22 June 2026 the FCA opened CP26/20, proposing clearer due diligence obligations for SIPP operators and a new Pension Scheme Money and Assets regime, with responses due by 24 August 2026. The SIPP market has grown to roughly 567 billion pounds of assets under administration across 5.3 million consumers as at 2024, and the FCA has historically found cases of poor due diligence, weak record keeping and gaps in asset protection.
- Due diligence standards: Clearer Handbook rules would set out key due diligence obligations, focused on higher-risk, non-mainstream investments.
- Asset protection: The new Pension Scheme Money and Assets regime targets the risk of consumer harm when firms fail or wind down, particularly where unauthorised trustees are used.
- Duty alignment: Charlotte Clark framed the proposals as complementing the Consumer Duty by making clear what good practice looks like across all SIPP operators.
PRA Developments
PRA Advances Basel 3.1 Market Risk in CP9/26
MEDIUM RISK · Sectors: Banking, Wholesale Markets
On 19 June 2026 the PRA published CP9/26, consulting on adjustments to the internal model approach for market risk under Basel 3.1, with responses due by 18 September 2026. The paper refines the market-risk framework while confirming that the implementation date for the internal model approach remains 1 January 2028, keeping the near-final rules in PS9/24 intact.
- Timeline held: The 1 January 2028 implementation date for the internal model approach is preserved, giving trading firms a fixed planning horizon.
- Basel coherence: The adjustments keep the standardised and internal approaches aligned with Basel standards while reducing operational friction.
For designated investment firms with trading books, this is continuity. The PRA is confirming the 2028 date will not move again, so build the implementation plan around it now rather than betting on further delay.
PRA Publishes Its Annual Report and Competitiveness Accounting
INFO · Sectors: Banking, All Regulated Firms
On 25 June 2026 the PRA published its Annual Report 2025/26, covering activities for the year to 28 February 2026, alongside its report on delivery of the secondary competitiveness and growth objective and the Cost Benefit Analysis Panel's annual report. Together they set out how the PRA balances prudential standards against economic growth, and how it is held to account for that balance.
- The growth mandate: The competitiveness and growth accounting reflects the statutory secondary objective now shaping how the PRA calibrates and justifies its rules.
- Cost-benefit discipline: The CBA Panel report shows proportionality and evidenced cost-benefit analysis becoming embedded in PRA policymaking.
Fund Launches & Capital Raises
Baillie Gifford Launches the UK's First Fully Native Tokenised Fund
INFO · Sectors: Asset Management, Digital Assets
Baillie Gifford launched what it describes as the UK's first fully native tokenised mutual fund, regulated by the FCA and built in partnership with New York-based BNY, reported on 22 June 2026. The manager framed the vehicle as a global blueprint for how a regulated open-ended fund can be issued and administered on tokenised infrastructure.
- Native tokenisation: The fund is built natively on tokenised rails rather than retrofitting a token wrapper onto a conventional structure.
- Regulatory first: It arrives as the FCA finalises its crypto rules and progresses fund tokenisation policy, connecting a live product to the emerging framework.
Saba Targets 500 Million Dollars for a UK Investment Trust Activist Fund
INFO · Sectors: Asset Management, Investment Trusts
Saba Capital was fundraising for a targeted 500 million dollars to launch a fund taking activist positions in UK investment trusts holding listed equity, reported by Investment Week on 25 June 2026. The vehicle formalises the activist campaign Saba has been running against UK trusts, and follows its launch of a UK Investment Trust UCITS ETF.
- Activism institutionalised: A dedicated 500 million dollar vehicle turns opportunistic pressure on trust boards into a standing strategy.
- Direct read-across: The raise lands in the same fortnight as CP26/21, sharpening the pressure on trust boards from both regulator and market at once.
Enforcement Watch
Chambers Signals a Faster, Quieter, More Technological Enforcement
MEDIUM RISK · Sectors: Financial Crime, All Regulated Firms
On 17 June 2026 Therese Chambers, joint executive director of enforcement and market oversight, told the International Bar Association Anti-Corruption Conference that financial crime is becoming faster, more complex and more widespread, accelerated by technology and AI. Her message was that enforcement is more than headline fines: it is the quieter work of supervision, market oversight and proactive detection, backed by the credible threat of enforcement to step in before harm escalates.
- The 4 Ps: Chambers borrowed law enforcement's prevent, pursue, protect and prepare framing, positioning the FCA to intervene earlier rather than only punish later.
- Technology cuts both ways: AI is making crime cheap, fast and invisible, and the FCA is leaning on data and technology to close the gap between harm and response.
The key phrase is credible threat. The expectation is that firms act before enforcement is certain, which puts the burden on your own systems and controls under SYSC. Financial crime frameworks that were built for a slower threat need re-testing against an AI-accelerated one. This is a board-level assurance question, not a MLRO housekeeping task.
Market Developments
The Bank of England Puts Private Markets Under a Stress Scenario
MEDIUM RISK · Sectors: Private Credit, Private Equity, Asset Management
On 19 June 2026 the Bank of England launched the scenario phase of its private markets system-wide exploratory scenario, a voluntary exercise run under the Financial Policy Committee and Prudential Regulation Committee and supported by the PRA, FCA and The Pensions Regulator. It is the first system-wide stress exercise aimed specifically at private markets, and the Bank will share initial findings in the July Financial Stability Report, with interim results later in 2026 and a final report in 2027.
- Why it matters now: The exercise arrives as private credit meets real redemption pressure, testing whether liquidity, leverage and valuation interact dangerously under stress.
- Regulators aligned: The FPC, PRA, FCA and TPR are running this together, which makes private-market risk a shared supervisory priority.
Fund managers with private-market exposure should treat participation, and the questions the scenario asks, as a preview of future supervisory expectations. If your firm is asked to model a private-markets drawdown and cannot produce credible liquidity and valuation paths quickly, the exercise will have found the gap for you. Boards should request a dry run now.
Tokenisation Reaches a Credibility Threshold
INFO · Sectors: Asset Management, Digital Assets
Industry research reported in late June found tokenisation reaching a credibility threshold, with around half of asset managers moving toward adoption, even as the industry pressed the FCA and Bank of England to provide certainty on the regulatory treatment of tokenised assets. Baillie Gifford's native tokenised fund gave the trend a concrete UK example within the same fortnight.
- From pilot to production: Adoption is shifting from proofs of concept to live products, raising the stakes on operational resilience and custody controls.
- Certainty demanded: Managers want clarity from the FCA and Bank of England before committing at scale, echoing the crypto framework finalised on 30 June.
Regulatory Calendar
July 2026
- 1 Jul PRA CP6/26 on high loan-to-income lending closes.
- 7 Jul Bank of England Financial Stability Report and Financial Policy Committee Record, including first private markets scenario findings.
- 9 Jul FCA CP26/16, registration of authorised fund assets, closes.
- 13 Jul FCA CP26/17 Quarterly Consultation No. 52, Chapters 2 to 7, closes.
- 28 Jul FCA CP26/18 mortgage rule review closes.
August 2026
- 10 Aug FCA CP26/19, penalty and decision-making policy changes, closes.
- 14 Aug FCA CP26/21, listing rules for closed-ended investment funds, closes.
- 24 Aug FCA CP26/20, SIPP due diligence and asset protection, closes.
September 2026
- 1 Sep New non-financial misconduct guidance takes effect (PS25/23, COCON 1.1.7FR).
- 4 Sep FCA CP26/22, simplifying the insurance rules, closes.
- 18 Sep PRA CP9/26, Basel 3.1 internal model approach for market risk, closes.
- 19 Sep FCA CP26/23, Consumer Duty scope and proportionality in wholesale markets, closes.
Key Dates Later in 2026 and Beyond
- Sep 2026 Crypto firms can begin applying to the FCA for authorisation.
- 1 Jan 2027 Basel 3.1 standards take effect in the UK.
- 25 Oct 2027 New UK cryptoasset regulatory regime commences.
- 1 Jan 2028 Basel 3.1 internal model approach for market risk implementation.
The FCA is proposing to write conflicts of interest between an investment trust and its manager into the Listing Rules, and activist capital is pressing the same boards from the outside. If your trust's management contract, conflicts policy and voting arrangements were tested against CP26/21 today, would they comply, and could your chair explain to shareholders where the manager's interests are still allowed to overlap with theirs?
We'd welcome your perspective. The best responses may feature in a future edition.
Insight
The connecting thread across late June is a regulator setting rules for how firms and structures are run internally, not only what they disclose. CP26/21 sets rules for how an investment trust's board and manager relate, going beyond disclosure. The crypto rules apply the full Handbook to a new activity from day one. The Consumer Duty carve-out redraws the line between wholesale and retail. In each case the FCA is making judgements about structure and relationship that it once left to markets and contracts.
For fund managers this raises the governance bar concretely. It is no longer enough to disclose a conflict, a manager may soon have to demonstrate that the arrangements around it, voting, related-party controls, board oversight, actually constrain it. The same standard runs through the crypto framework and the Bank of England's private markets scenario: firms must show the mechanism works in practice. Governance now has to prove it works in practice.
The step this fortnight is to read your own structure the way a supervisor now will. Chairs of listed vehicles should test their arrangements against CP26/21 before 14 August. Managers eyeing tokenisation should hold themselves to the crypto rulebook. And any firm with private-market exposure should run its own liquidity and valuation drawdown before the Bank of England's scenario runs it for them. The regulator is now inside these structures, so map your own conflicts before you are asked to explain them.