The new rules, which were contained in Policy Statement (PS) 22/3, apply to financial years starting on or after 1 April 2022 and require:

• In Listing Rule 9.8.6R(9) and LR 14.3.33R(1), as an ongoing obligation, in scope companies to include a statement in their annual financial report setting out whether the listed company has met specific board diversity targets on a 'comply or explain' basis, as at a chosen reference date within their accounting period and, if they have not met the targets, why not.
• In Listing Rule 9.8.6R (10) and LR 14.3.33R (2)) in scope companies to publish numerical data on the sex or gender identity and ethnic diversity of their board, senior board positions (Chair, CEO, SID and CFO) and executive management in a standardised table format. Issuers are also required to explain their approach to collecting the data. 
• In scope companies to expand reporting, in an amended Disclosure Guidance and Transparency Rule (DTR) 7.2.8AR, to cover the diversity policies of key board committees and to consider wider diversity characteristics such as ethnicity, sexual orientation, disability and socio-economic background when reporting against this rule.
• In scope companies to retain records to support both the statement and numerical data disclosed in the annual financial report.

The above measures apply to UK and overseas issuers with equity shares, or certificates representing equity shares, admitted to the premium or standard segment of the FCA's Official List, including closed-ended investment funds and sovereign controlled companies, but excluding open-ended investment companies, and ‘shell companies’ as defined in LR5.6.5AR.  The rules also do not apply to issuers of listed debt and debt-like securities, securitised derivatives or miscellaneous securities.

The FCA will be conducting periodic reviews of annual financial reports to determine whether listed companies are meeting their disclosure requirements under the new Listing Rules and amended DTR.  As part of these reviews it will seek to highlight areas of concern and identify areas of better practice.  If a listed company’s disclosures do not appear to meet the requirements, the FCA may ask the company to take corrective action, for instance enhancing their disclosures in subsequent annual financial reports.  The Financial Reporting Council (FRC), as part of its periodic assessment of board diversity reporting under the UK Corporate Governance Code, may also review how the requirements in DTR 7.2.8AR are being met. 

Where a listed company fails to disclose diversity-related information or fails to provide a clear explanation in their annual financial report as required under the Listing Rules and amended DTR, the FCA will request that the listed company publishes that information via a Regulatory Information Service (RIS) in line with the rules as soon as possible after discovery. 

The Primary Market Bulletin is available on the FCA website.