Regulatory compliance statement

1. The Regulatory Compliance Statement (RCS) applies to our Corporate, Commercial and Institutional Banking (CCIB) and Business Banking (BB) client segments.

2. Where our CCIB and BB clients have a relationship with Standard Chartered or any of its branches in certain jurisdictions (noted in the schedule), the RCS – Schedule: UK Contractual Recognition of Bail-in and Stays may apply (RCS Schedule).

3. The Terms of Business apply to Professional Clients and Per Se Eligible Counterparties of Standard Chartered Bank.

4. Should you have any queries please contact your Relationship Manager.

5. Translated, bilingual and jurisdictional versions of the RCS and RCS Schedule are set out below.

5a. Declaração de Conformidade Regulamentar – (Angola)

5b. 监管合规声明 – (China)

5c. Déclaration de conformité réglementaire – (Côte d’Ivoire)

5d. Regulatory Compliance Statement – (Germany)

5e. 監管合規聲明 – (Hong Kong)

5f. Pernyataan Kepatuhan terhadap Peraturan – (Indonesia)

5g. Pernyataan Kepatuhan terhadap Peraturan Lampiran – (Indonesia) (RCS Schedule)

5h. بیان الامتثال التنظیمي – (Iraq)

5i. جدول بيان الامتثال التنظيمي – (Iraq) (RCS Schedule)

5j.  法令遵守表明書 – (Japan)

5k. 欧州連合　銀行再生 破綻処理指令 – (Japan) (RCS Schedule)

5l. بیان الامتثال التنظیمي – (Jordan)

5m. جدول بيان الامتثال التنظيمي – (Jordan) (RCS Schedule)

5n. Regulatory Compliance Statement – (Kenya)

5o. بيان االمتثال التنظيمي – (KSA)

5p. 監管合規聲明 – (Macau)

5q. 監管合規聲明附件 – (Macau) (RCS Schedule)

5r. Penyata Pematuhan Kawal Selia – (Malaysia)

5s. بیان الامتثال التنظیمي – (Qatar)

5t. جدول بيان الامتثال التنظيمي – (Qatar) (RCS Schedule)

5w. Regulatory Compliance Statement – (Singapore)

5x. 法規遵循聲明書 – (Taipei)

5y. 法規遵循聲明書 – (Taiwan)

5z. Tuyên Bố Tuân Thủ Pháp Luật – (Vietnam)

6. Islamic banking versions of the RCS (as well as translations or bilingual versions of the same) are set out below: 

6a. Regulatory Compliance Statement – (Islamic) 

6b. Regulatory Compliance Statement – (Germany – Islamic)

6c. بيان االمتثال التنظيمي – (KSA – Islamic)

6d. Penyata Pematuhan Kawal Selia – (Malaysia – Islamic)

6e. Penyata Pematuhan Kawal Selia – (Malaysia – Labuan – Islamic)

6f. Regulatory Compliance Statement – (Singapore – Islamic)

Notes:
(1) Kindly note that the documents marked with (^) are in the process of being updated.
(2) Previous versions of the RCS and Terms of Business have been archived in a separate section below (Archive).

Regulatory Compliance Statement (the “Statement”)

1. Disclosure of Information

Standard Chartered PLC and its Affiliates (the “Group“, “we“, “us” or “our“, and each a “Bank Member“) need to collect, use, analyse, share and process Client Information to: (i) operate effectively, efficiently and securely in facilitating transactions and providing products and services to you; (ii) improve our processes and operations by better understanding you and your business; and (iii) comply with Laws and requests from Authorities.

In accordance with the above, we will keep Client Information confidential, except that we may disclose such Client Information, subject to applicable Laws in the jurisdiction(s) where you have a relationship with us: (i) to any Bank Member, including their agents; (ii) to any Bank Member’s professional advisors, insurers, insurance brokers, partners, market infrastructure providers or service providers (such as operational, administrative, data processing and technology service providers), including anyone engaged or partnered with to analyse and facilitate improvements or enhancements in the Group’s operations or provision of products and services across multiple jurisdictions, who are under a duty of confidentiality; or (iii) as required by Law or requested by any Authority.

“Affiliate” means, in relation to a company, any of its subsidiaries, holding companies or any other subsidiary of any such holding company and (where applicable) any representative and branch office in any jurisdiction.

“Authority” means, government, quasi-government, administrative, regulatory or supervisory body or authority or court or tribunal having jurisdiction over any Bank Member whether within or outside your jurisdiction and whether or not that Bank Member has a relationship with you.

“Client Information” means information provided by or relating to you that we receive in the course of our banking relationship with you.

“Law” means any law, regulation, rule, directive, order, request, guideline, sanction, embargo and restriction of or agreement with any Authority.

2. Privacy

Client Information may include Personal Data of your Data Subjects. You are responsible for ensuring that the collection and provision of Personal Data you provide to us is conducted in accordance with applicable Laws.

Our Privacy Notice (sc.com/en/privacy-policy) outlines how the Group processes Personal Data. You will ensure that your Data Subjects are aware of our Privacy Notice and that they acknowledge, or (where required) agree, to the processing and sharing of their Personal Data as described in the Privacy Notice.

“Data Subject” means an individual whose Personal Data we receive in the course of our banking relationship with you, including your direct and indirect beneficial owners, directors, officers, employees, agents and authorised persons.

“Personal Data” means data that, by itself or together with other information, identifies, or is otherwise about, an individual.

3. Compliance with Laws

The Group is committed to complying with Laws (including those related to environmental, social and corporate governance issues, financial crime compliance, anti-money laundering and anti-bribery and corruption) in all jurisdictions in which the Group operates and the Group will not be obliged to do anything if by doing so it would or might cause the Group to breach any applicable Law.

As the Group’s ability to comply with Laws is directly linked to the conduct of our clients, we require you to comply with all applicable Laws, and conduct your business in a manner which will not place yourself or the Group in breach of all applicable Laws.

If you become aware of any breach, or any action, investigation or proceeding brought against you or your subsidiaries with respect to any breach of any applicable Law in connection with our provision of products and services to you or matter set out in this Statement, you will notify us promptly (unless prohibited by Law to do so).

4. Sanctions

The Group is obliged to comply with sanctions Laws (“Sanctions”). Any breach of Sanctions may have a serious impact on our reputation, franchise, regulatory relationships and could impair the Group’s ability to provide products and services to and enter into transactions with clients.

As the Group’s ability to comply with Sanctions is directly linked to the conduct of our clients, you confirm and will ensure that (i) you and your subsidiaries are not targets or the subject of Sanctions; and (ii) no product, service or transaction (or proceeds of the same) involving a Bank Member has or will be utilised for the benefit of any person that is a target or subject of Sanctions or in any manner that would result in you or your subsidiaries or any Bank Member being in breach of any applicable Sanctions or becoming a target or subject of Sanctions. We reserve the right to not provide any product or service or process any transaction if by doing so it may cause us to breach the Group’s Sanctions policy.

5. Tax Information Compliance

The Group has obligations under various tax information reporting Laws (such as the Foreign Account Tax Compliance Act) to collect information from our clients, report information to Authorities and withhold tax from payments to clients in certain circumstances.

We may require you or your Data Subjects to provide documents and information for the purposes of establishing your tax status and that of your Data Subjects. You will promptly inform us of any changes to such documents and information or change in circumstances that may indicate a change in your tax status or that of your Data Subjects.

If you or your Data Subjects do not provide documents or information when we request it, we may make our own decision about your tax status and treat you accordingly.

We may be required to withhold taxes from payments made to you for onward remittance to applicable Authorities.

6. Client Classification

From time to time, we may request and obtain information from you and/or third-party or public sources, to determine your regulatory classifications (or that of the funds that you manage) under applicable Laws. These classifications will be notified to you and used by us to comply with our obligations including reporting, business conduct, margin and collateral, and other requirements under applicable Laws.

You will inform us immediately and in any event prior to entering into any transaction with us if any regulatory classification that we have previously notified you of or information (including contact details) that we have about you and/or the funds that you manage is known by you to be inaccurate or incomplete. Unless we receive notification otherwise, you shall be deemed to have (i) confirmed such regulatory classifications and that the information that we have about you and/or the funds that you manage is complete and accurate; and (ii) agreed and consented to the Group reporting your derivative transactions with us to any Authority (including trade repository(ies)).

7. Provision of Information

You agree to (or will procure that your Affiliates and Data Subjects) provide such documents and information as we may reasonably request in relation to matters covered by this Statement. You will promptly inform us of any changes to documents and information provided to us so that they are up to date, accurate and complete.

8. Sustainability

We maintain various position statements on sustainability (www.sc.com/en/sustainability/position-statements) which form part of our environmental and social risk management framework (www.sc.com/en/sustainability/position-statements/our-framework). All products and services will be provided by the Group in accordance with these position statements. To address any concerns raised about an actual or potential adverse environmental or social impact in connection with financial services provided by the Group, we may disclose to others the fact that you have or had a relationship with us. We will endeavour to notify you in advance of such disclosure where legally permitted to do so.

9. Resolution

We are subject to Laws that provide certain Authorities with tools designed to allow them to manage a financial institution’s failure in an orderly manner. If you have a relationship with Standard Chartered Bank or any of its branches, then the Regulatory Compliance Statement – Schedule: UK Contractual Recognition of Bail-in and Stays (www.sc.com/en/rcs) may be applicable.

10. Termination and Suspension

We may suspend a transaction or service or terminate a transaction, service or our relationship with you if (i) you breach any applicable Law or contravene any matter set out in this Statement or (ii) by executing the transaction, providing the products and services or continuing our relationship with you, it will cause us to breach any applicable Law or contravene any matter set out in this Statement.

11. Product Documents

This Statement shall form part of any specific legal documentation governing a product, service or transaction that you enter into with us (“Product Documents”).

In relation to any product, service or transaction under a Product Document, the relevant terms of such Product Document will prevail to the extent they are in addition to or inconsistent with this Statement.

12. Communication and Updates

You consent to receiving this Statement and any other information relevant to you through various methods, including letter, email or our website (irrespective of such information being personally addressed to you). Please read any such information carefully. Should you have any questions, we recommend that you seek independent legal and / or financial advice.

The most current version of this Statement (including translations) is available on our website (www.sc.com/en/rcs). We may also provide other important regulatory information in relation to this Statement on our website or on any other website as notified by us.

Where you have a Financial Markets relationship with the Group, information on the regulatory standards we adhere to and how it may affect you can be found on our website (www.sc.com/rcs/fm).
We reserve the right to amend this Statement and any other important regulatory information provided to you on our website(s). We recommend that you regularly review the information on our website(s) as it may be updated from time to time. These updates shall apply to our relationship going forward and automatically.

Regulatory Compliance Statement – Schedule

UK Contractual Recognition of Bail-in and Stays

Standard Chartered Bank (“SCB“) is subject to the UK Banking Act 2009 (the “UK Banking Act“) and is regulated by the UK Prudential Regulation Authority (the “PRA“).

The UK Banking Act grants powers to the Bank of England, including:

(a) the power to bail in a failing financial institution, the effect of which may be to write down or convert (into obligations, shares or other instruments of ownership in any entity) in full or in part, liabilities a failing financial institution may owe to its creditors, and / or otherwise amend or modify such liabilities, unless they are liabilities excluded from bail-in as set out in Section 48B of the UK Banking Act (“Excluded Liabilities“), including the following:

(i) deposits from individuals and entities covered by the UK Financial Services Compensation Scheme;
(ii) any liability to the extent it is secured;
(iii) liabilities that arise as a result of holding client assets;
(iv) liabilities that arise as a result of a fiduciary relationship;
(v) interbank liabilities with an original maturity of less than seven days; and
(vi) liabilities to critical commercial or trade creditors.

The exercise of such bail-in powers is designed to ensure that creditors receive no less favourable treatment than they would have received had the failing financial institution entered insolvency immediately before the exercise of such bail-in powers (“UK Bail-in Powers“); and

(b) in relation to derivative, repo, securities financing and similar transactions, prohibiting in-scope entities from creating new obligations or materially amending existing obligations under certain financial arrangements unless counterparties have agreed to be subject to a temporary stay on their rights of early termination and close-out (“UK Stays Rule“).

SCB is obliged to ensure that certain contracts governed by the law of a jurisdiction outside the United Kingdom (“non-UK law contracts“) include a contractual clause recognising the exercise of UK Bail-in Powers and / or the UK Stays Rule and that its clients or counterparties recognise and agree to be bound by such. To comply with this requirement, non-UK law contracts entered into between SCB and you must be amended as set out below.

Amendment

1. Where you have a relationship with an SCB branch in Australia, Brunei, Iraq, Japan, Labuan, Philippines, Sri Lanka or United States of America:

You acknowledge and accept (notwithstanding any other agreements, arrangements or understandings) that, in relation to any agreement entered into between SCB and you from time to time: (i) any liability, save for Excluded Liabilities, of SCB to you under any such agreement may be written down in full or in part (including reduced to zero), converted in full or in part into other obligations, shares or other instruments of ownership in SCB or another entity, and / or amended or modified (including amendments to amounts due or the dates on which any payments are due, or any other amendment to any contracts with SCB) by the Bank of England (or any other relevant UK resolution authority) under the UK Banking Act; (ii) you are bound by the exercise and effect of the UK Bail-in Powers; and (iii) in respect of any derivative, repo, securities financing and similar transactions with us, you are bound by the exercise and effect of the UK Stays Rule.

2. Where you have a relationship with an SCB branch in Bahrain, Bangladesh, Egypt, India, Indonesia, Jordan, Macau, Oman, Qatar, Saudi Arabia, South Africa, United Arab Emirates or UAE (Dubai International Finance Centre):

You acknowledge and accept (notwithstanding any other agreements, arrangements or understandings) that, in relation to any agreement entered into between SCB and you from time to time in respect of any derivative, repo, securities financing and similar transactions with us, you are bound by the exercise and effect of the UK Stays Rule.

Annex to Regulatory Compliance Statement – Terms of Business (“Terms”)

The Terms of Business apply to Professional Clients and Per Se Eligible Counterparties of Standard Chartered Bank, these set out further information on regulatory obligations that apply when dealing with Standard Chartered Bank.

1. General

Standard Chartered Bank (“Standard Chartered”) is incorporated in England with limited liability by Royal Charter 1853 Reference Number ZC18 and the registered office is at 1 Basinghall Avenue, London EC2V 5DD. Standard Chartered is authorised by the Prudential Regulation Authority (“PRA”) and regulated by the Financial Conduct Authority (“FCA”) and PRA. The rules of the FCA and PRA (the “Rules”) and these Terms will apply to all transactions executed in relation to “financial instruments” (as defined in the Rules) (“Transactions”). If there is any conflict between these Terms and the Rules, the latter will prevail.

2. Client Classification

You will be separately notified of your classification as a “Professional Client” or as a “Per Se Eligible Counterparty” (as defined in the Rules).

You have the right to request a different categorisation and if we agree in writing to your request, your banking relationship with us may change.

Professional Clients will be afforded certain regulatory protections by the Rules. The regulatory protections concerned include formal requirements in the following areas: (i) to act in accordance with the client’s best interests; (ii) not to give or receive inducements; (iii) to achieve best execution in respect of the client’s orders; (iv) to execute orders subject to other constraints as regards timing and handling relative to other clients’ orders; and (v) to ensure that information Standard Chartered provides is fair, clear and not misleading.

Standard Chartered does not, as a matter of policy, undertake investment business with Retail Clients (as defined in the Rules). If you wish to be categorised as a Retail Client we will make arrangements for you to be contacted by Standard Chartered Private Banking division.

3. No Advice and Appropriateness

We will not (i) make any “personal recommendation” (as defined in the Rules) to you about any Transaction; (ii) advise you on the merits or suitability of a Transaction (including your trading strategy) and (iii) provide you investment advice, unless expressly requested by you and agreed to by us in writing.

All Transactions with you or those performed on your behalf are done on an “execution-only” basis (as defined in the Rules). Any trading decisions made by you are based on your own skill and judgement. In relation to Transactions involving a non-complex financial instrument (as defined under the Rules), we are not required to assess the appropriateness of such service and you will not be protected under the appropriateness regulatory regime.

We may be required by Law to assess the appropriateness and / or suitability of Transaction(s) for “Professional Client(s)” or “Per-se Eligible Counterparty(s)”. For such Transactions(s), we can rely on the assumption that you have the necessary experience and knowledge to understand the underlying risks.

4. Client Order Handling

You consent to (i) us executing an order outside an European Economic Area (“EEA”) Regulated Market, Multilateral Trading Facility or Organised Trading Facility (each of these terms are defined under the Rules) and (ii) instructing us to exercise our discretion as to whether to make limit orders public, where you give us limit orders in relation to shares in equities admitted to trading on an EEA regulated market and those orders are not immediately executed under prevailing market conditions.

We may aggregate any order from you with the order of any other client, Standard Chartered or our Affiliates. Aggregation may operate to your advantage or disadvantage. We will not carry out a client order or a Transaction for our own account in aggregation with a client order if it is likely that the aggregation of orders and Transactions will work overall to the disadvantage of any client whose order is to be aggregated.

5. Order Execution Policy

Where you are classified as a Professional Client, you consent to your Transactions being handled in accordance with our Order Execution Policy. We will notify you of amendments to our Order Execution Policy, including material amendments, by publishing an updated version of the Order Execution Policy on our website at the link above. We will consider the continued placement of orders by you to constitute your continued consent to our Order Execution Policy as in effect from time to time.

6. Conflicts of Interest

In relation to any Transaction we execute or arrange for you, where we have an interest, relationship, arrangement, or duty which is material or which gives or may give rise to a conflict of interest with your interest(s), we will take all necessary steps to ensure your fair treatment in relation to such Transaction and will manage any conflict of interest in accordance with our internal policies and procedures.

For details on how we manage conflicts of interest and the nature of certain conflicts, please click here. Conflicts of interest will be regularly monitored and reviewed. We will update our disclosure where required.

7. Client Money

Money held for you in an account with us will be held by us in our capacity as a bank and not as trustee. As a result, the money held for you will not be segregated from our money and will not be held in accordance with the FCA Client Money Distribution and Transfer Rules (“FCA Rules“). In the event of our “failure” (as defined in the FCA Rules), the FCA Rules will not apply to these sums and you will not be entitled to share in any distribution under the FCA Rules.

8. Custody

We do not offer custody service under these Terms.

9. Capacity

When transacting with us as agent or trustee on behalf of another person, we will continue to treat you as our client and you will be liable as such unless we have agreed with you in writing to treat any other person as our client.

We may delegate the performance of any service to a third person(s) or employ such agents as we select on terms as we consider appropriate. We may enter into clearing arrangements with clearing brokers or clearing members of a particular exchange. The terms of our clearing arrangements with such agents (including any exclusions or limitations of liability) will be binding on you and may be directly enforced against you by such agents.

10. Instructions

We may treat as genuine and rely and act on any instruction(s) which we reasonably believe to have been given by you or any person authorised by you.

We shall enter into Transactions in accordance with your instruction(s) unless we believe that such Transactions may not be practicable or might involve any party in breach of any Law. We shall not be liable for any loss, liability, cost or expense (“Loss”) that you suffer or incur as a result of our refusal to act on your instruction(s).

Your instruction(s) are effective when we actually receive them and if we cannot process your instruction(s) we will notify you as soon as we can.

We will try and stop or cancel a Transaction when you ask us to but we will not be responsible if we cannot do so.

We shall not be under any obligation to quote, execute or otherwise enter into any Transaction, or to accept and act in accordance with any instruction(s), except to the extent this is explicit in the service we hold ourselves out as providing to you.

You will be solely responsible for, and agree to indemnify us in respect of, any Loss (including legal expenses) or penalty suffered or incurred by us as a result of any errors in your instruction(s) to us.

11. Reporting

The nature, frequency and timing of reports that we shall provide to you on the performance of services by us shall be in compliance with the applicable Law. We may disclose to you reporting information on our website(s) from time to time.

Confirmations will, in the absence of manifest error, be conclusive and binding on you, unless we receive an objection in writing within five (5) banking days of dispatch to you or we notify you of an error in the confirmation within the same period.

12. Charges and Payments

We may charge you fees, commissions and other costs and expenses incurred by us in relation to the services we provide on such basis as shall be agreed with you from time to time. We will disclose to you the relevant fees, commissions and other cost, charges and expenses information by way of letter, our Product Documents, email and / or on our website(s).

The time for payment in respect of any Transaction shall be the settlement date agreed between us and you or, in the absence of specific agreement, the day and time customary for the settlement of the relevant Transaction in the relevant market.

Our obligation to settle any Transaction is conditional upon receipt by us on or before the due date for settlement (or satisfactory confirmation of such receipt by our agent) of all necessary documents or funds due to be delivered by you or on your behalf on such due date.

If you fail to pay us any amount when it is due, we may charge you interest (both before and after any judgment) on any unpaid amount calculated at the rate as reasonably determined by us to be the cost of funding such overdue amount. Interest will accrue on a daily basis and will be due and payable by you as a separate debt.

We may deduct or withhold all forms of tax (whether of the United Kingdom or elsewhere whenever imposed) from any payment if obliged to do so under the Rules and applicable Law. In accounting for tax or making deductions or withholding of tax, we may estimate the amounts concerned. Any excess of such estimated amount over the final confirmed liability will be credited or sent to you as soon as reasonably practicable.

In the course of providing services to our clients, we may pay or receive fees, communications, or other non-monetary benefits from third parties. We will provide you with details of such amounts upon your written request.

13. Exclusions and Limitations of Liability

We are not liable for any Loss or indirect or consequential loss that you suffer or incur in connection with any service or Transaction (including any act or omission on our part) or Force Majeure event. We remain liable for your direct loss caused by any fraud, negligence or wilful misconduct on our part.

“Force Majeure” means any:

(a) flood, storm, earthquake or other natural event;

(b) war, hostilities, terrorism, revolution, riot or civil disorder;

(c) strike, lockout or other industrial action;

(d) change in any law or any change in the interpretation or enforcement of any Law;

(e) act or order of any Authority;

(f) order of any court or other judicial body;

(g) restriction or impending restriction on the availability, convertibility, credit or transferability of any currency;

(h) computer system malfunction or failure or any third party interference with a computer system; or

(i) other circumstance beyond our reasonable control.

14. Communications

We will generally communicate with you in English, unless otherwise required by Law. We may generally communicate with you through a variety of methods, including post, fax, email or such communication channels agreed by us.

Subject to any applicable Law, we may use voice-recording devices in connection with any communication between you and us and may do so without the use of a warning tone. We may also keep records of electronic communications between you and us, and use the records in any dispute in connection with the Terms. Such records will be our sole property and accepted by you as evidence of the orders and any instructions given or such other communications. A copy of such recordings and communications will be available on request for a period of five (5) years, and, where requested by the FCA, for a period of up to seven (7) years.

15. Use/Reuse of Financial Instruments Held in Safe Custody

As part of our provision to you of certain products or services or Transactions, and where you have provided us with financial instrument assets to hold for you in safe custody (in accordance to the Rules), you consent that we may enter securities financing arrangements in relation such financial instruments (including those held in an omnibus account by a third party) or otherwise use such financial instruments for our own account, the account of another client, or any other person.

16. Use/Reuse Risk Disclosures

We direct your attention to information statements on our website related to the general risks and consequences that may be involved in consenting to a right of use of collateral arrangement or of concluding a title transfer collateral arrangement. This website may be amended and updated by us from time to time

17. Financial Instruments Information

We will provide to you important information about risks associated with financial instruments by way of letter, our Product Documents, email and / or on our website(s).

18. Complaints Procedure

We have internal procedures for handling complaints fairly and promptly. We can provide you with further information on our complaints procedures at your request.

19. Regulatory Information on our Website

There is important regulatory information in relation to these Terms which is relevant to you on our website. We recommend that you regularly review the information on the website as it may be amended and updated by us from time to time. This information (including any updates) will apply automatically to our relationship going forward.

20. Confidentiality

When transacting with us all agreements will incorporate the following clause as if the clause had been replicated in the agreement mutatis mutandis in its entirety. You understand that both parties agree to keep information confidential, except that either party may disclose information to:

(i) any of its head office, branch offices and Affiliates (as defined in any agreement with us) in any jurisdiction to the extent reasonably necessary to facilitate the operation of the parties business model;

(ii) its professional advisers, service providers and insurers or insurance brokers (as defined in the agreements) who are under a duty of confidentiality;

(iii) a transferee or potential transferee of any rights or obligations under the agreement or any Transactions, or any person with whom a party proposes to enter into a transaction which references obligations under the agreement or any Transactions governed by any agreement with us;

(iv) any trade repository; or

(v) any person as required by law or regulation or any government, quasi-government, administrative, regulatory or supervisory body or authority, court or tribunal.

Archive

Please find below the previous versions of the Regulatory Compliance Statement and Terms of Business. Click on (+) to show the full list of documents for the relevant period.