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FCA Board approves package of measures to protect minority shareholders

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02 May 2014

The Financial Conduct Authority (FCA) Board has approved the package of measures proposed by the FCA set out in its consultation paper 'CP13/15: Feedback on CP12/25 – Enhancing the effectiveness of the Listing Regime and further consultation'. This package of measures is designed to protect minority shareholders in premium listed companies by giving them additional voting rights and greater influence over key decisions.

CP 13/15 proposed a number of changes that affect premium listed companies with a controlling shareholder and also proposed a number of changes that affect all premium listed companies, whether or not they have a controlling shareholder.

The new rules were published by the FCA today and come into effect on 16 May 2014. 

Amongst other changes, LR 9.8.4CR has been added, requiring the annual report include all the information required under LR 9.8.4 R in a single identifiable section, unless the annual financial report includes a cross-reference table indicating where that information is set out.

Listing Rule 9.8.4R(14) has also been added requiring extra disclosure in the annual report if the listed company has a controlling shareholder (as per LR6.1.2AR a "controlling shareholder" means any person who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company – further details are included in LR 6.1.2 on which voting rights are disregarded for the purposes of this calculation).

On 16 May the FCA published the related policy statement (link to FCA website), including its response to feedback on the new rules.

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