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FCA issues Policy Statement on the implementation of the Transparency Directive Amending Directive (2013/50/EU) and other Disclosure Rule and Transparency Rule Changes

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10 Nov 2015

The Financial Conduct Authority (FCA) has issued Policy Statement PS15/26 which implements the remaining changes to the Transparency Obligations Directive made by the Transparency Directive Amending Directive (TDAD) (2013/50/EU). These changes will be implemented through changes to the Financial Services and Markets Act 2000 (FSMA) and the FCA’s Disclosure Rules and Transparency Rules (DTRs). The FCA has also made other changes to the DTRs which are not directly related to the TDAD implementation but were required to clarify or improve the current regime.

The changes were consulted on in March 2015 by way of a joint consultation between the FCA and HM Treasury.  The changes apply to entities with securities admitted to trading on an EEA regulated market that have the UK as their "home state" for securities regulation.

The Policy Statement covers a number of topics. The key points of accounting, auditing and governance interest are:

  • relaxing the publication deadline for half-yearly reports from two months to three months after the end of the period to which it relates;
  • extending the period for which an issuer must retain its annual and half-yearly reports on a website from five years to ten years;
  • a requirement to notify the FCA of changes in voting rights held. The UK already goes further than the directive by requiring disclosure of positions in financial instruments that have a similar economic effect to owning shares; minor adjustments have been made to align with the TDAD; and
  • an extension of the regime to allow sanctions to be applied to "the members of administrative, management or supervisory bodies of the legal entity concerned". The existing provisions of the Financial Services and Markets Act 2000 only apply to directors - this change is necessary to allow for different forms of legal entity.

The FCA has also indicated that it will issue a future consultation on the format of the ‘reports on payments to governments’ required under the TDAD for companies in the extractive or logging industries.  The FCA implemented this requirement of the TDAD early within PS15/1 in January 2015.

The new DTRs will come into force on 26 November 2015 and any changes to the current DTR regime will become effective that day.

The press release and Policy Statement is available on the FCA website.

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