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Disclosure and Transparency Rules

Overview

The UKLA’s Disclosure and Transparency Rules (link to FCA Handbook) implement various European Directives:

  • the Transparency Obligations Directive, which sets out the rules for ongoing disclosure which cover periodic financial reporting and notification of interests in shares. In the UK these have been implemented in chapters 4-6 of the UKLA’s Disclosure and Transparency Rules (link to FCA Handbook);
  • the Market Abuse Directive, which sets out rules to prevent market abuse including rules around the disclosure and control of inside information and disclosure of dealings in shares by directors and other senior management of issuers. In the UK these have been implemented in chapters 2-3 of the UKLA’s Disclosure and Transparency Rules (link to FCA Handbook); and
  • the aspects of the Accounting Directives relating to corporate governance; and
  • the requirement in the Statutory Audit Directive for listed companies to have an audit committee.

 

Financial reporting requirements

The financial reporting requirements of the Transparency Obligations Directive are set out in DTR 4 (link to FCA Handbook).

Topic Rule Summary of requirements
Annual financial reports DTR 4.1
  • All issuers of equities, depositary receipts or retail debt must publish an audited annual report within four months.  The annual financial report must remain publicly available for at least ten years.
  • For EEA incorporated entities preparing consolidated accounts, these must comply with IFRS as adopted in the EU. For other entities, national GAAP may be used.
  • There must be a management report providing a fair review of the issuer's business and a description of the principal risks and uncertainties facing the issuer.
  • There must a responsibility statement setting out that, to the best of the directors’ knowledge, the financial statements give a true and fair view and the management report includes a fair review of the development and performance of the business and the position of the entity, together with a description of the principal risks and uncertainties that they face.
  • The Listing Rules contain additional rules applying to entities with a premium listing and to closed-ended investment companies. They also set out the annual reporting requirements for listed entities that are exempt from DTR 4.1.
Half-yearly financial reports DTR 4.2
  • Entities with a listing of equities or retail debt must prepare a half-yearly report within three months of the period end.
  • The report must contain condensed financial statements complying with IAS 34 (for an EEA issuer preparing consolidated annual financial statements) or an equivalent national standard (other issuers).
  • There must be an interim management report containing an indication of important events that have occurred during the first six months of the financial year, and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year.
  • There must be a responsibility statement.
Interim management statements DTR 4.3*
  • Issuers of equity shares must prepare an interim management statement (IMS) in the first and second six-month periods of a financial year. Issuers of non-equity shares, debt and depositary receipts are exempt, as are entities that are required to our choose to publish a quarterly financial report.
  • The IMS must be published in a period between ten weeks after the beginning, and six weeks before, the end of the relevant six-month period.
  • The IMS must provide an explanation of material events and transactions that have taken place during the relevant period and their impact on the financial position of the issuer and its controlled undertakings, and a general description of the financial position and performance of the issuer and its controlled undertakings during the relevant period.

*The FCA has removed this requirement and other consequential amendments as a result (including 6.3.5R(3)(C).

Disclosure and control of inside information

DTR 2 (link to FCA Handbook) sets out requirements relating to the publication of ‘inside information’ – information which:

  • is not generally available,
  • relates, directly or indirectly, to one or more issuers of the qualifying investments or to one or more of the qualifying investments, and
  • would, if generally available, be likely to have a significant effect on the price of the qualifying investments or on the price of related investments.

This would include announcements typically referred to as “profit warnings”

Issuers are required to disclose inside information to the market as soon as possible, except when to do so would not mislead the public and would prejudice the issuer’s legitimate interests. Such interests might include negotiating an acquisition or disposal. However, issuers must then put in place controls to ensure that third parties that do become ‘inside’ (e.g. advisers and other parties to a deal) keep the material confidential, and that when the matter is no longer prejudicial (or if it leaks) that an announcement is made forthwith.

 

Disclosure of dealing by persons discharging managerial responsibilities and notification of acquisition or disposal of major shareholdings

The DTR also contain two sets of rules containing disclosure of ‘influential’ shareholdings to the market:

  • DTR 3 (link to FCA Handbook) applies to issuers of debt and equity securities deals with disclosures by persons discharging managerial responsibility – directors and other senior executives with access to information and the power to make decisions affecting the issuer’s future development and business prospects - and their connected persons.
  • DTR 5 (link to FCA handbook) applies to issuers of shares and depositary receipts representing shares and deals with disclosures of the acquisition and disclosure of major shareholdings in entities with shares admitted to trading on a regulated market. In order to determine whether a holding is major, issuers must make a monthly announcement of the number of shares in issue. DTR 5 is the only part of the DTR that applies to AIM companies.

Listing Rule 9.8 (link to FCA handbook) requires disclosure of a summary of this information in the annual report of a company with a premium listing of shares.

 

Corporate governance and audit committees

Companies with a premium listing have for many years been required to make corporate governance disclosures on a “comply or explain” basis against the UK Corporate Governance Code, including the provisions relating to audit committees.

The Disclosure and Transparency Rules contain what have sometimes been described as “comply or else” rules:

  • DTR 7.1 (link to FCA handbook) requires almost all issuers (whether of equity, debt or depositary receipts) to have an audit committee. The only exemptions are for subsidiaries of EEA incorporated companies that are themselves subject to the same audit committee requirement, issuers of asset-backed securities that make a statement as to why they believe they don’t need an audit committee and small credit institutions which have only listed debt with a nominal value of <€100m that have never published a prospectus.
  • DTR 7.2 (link to FCA handbook) requires UK incorporated companies with listed shares (or with shares traded on AIM and listed debt) to publish certain corporate governance information. The Financial Conduct Authority (FCA) has made amendments to the Disclosure and Transparency Rules (DTR) (introduction of DTR 7.8.8AR) to implement the new EU Non-Financial Reporting Directive (2014/95/EU) requirement for issuers to disclose their diversity policy in the corporate governance statement.  In December 2017, the FCA quarterly consultation proposed changes to clarify where diversity reporting may be located under corporate governance reporting requirements. 

 Note.  The FRC has recently consulted on changes to audit committee requirements in DTR 7.1 as a result of the UK implementation on the EU Accounting Directive.  The consultation also includes proposed changes to DTR 7.2.  The Prudential Regulation Authority (PRA) has also issued a consultation paper that proposes changes to audit committee requirements for banks, building societies and insurance undertakings as a result of the UK implementation of the EU Audit Directive (2014/56/EU); specifically implementing the requirements of Article 39.  The PRA has also proposed that these requirements will apply to UK designated investment firms.  If a firm falls within the scope of the FCA and PRA audit committee rules, it will have to follow both sets of rules.

Publication of regulatory information

DTR 6.3 (link to FCA handbook) requires that all of the information set out above that must be notified to a market must be announced to a regulatory information service (for example, the London Stock Exchange’s Regulatory News Service) and filed with the National Storage Mechanism – a free-to-access website operated on behalf of the UKLA.

Correction list for hyphenation

These words serve as exceptions. Once entered, they are only hyphenated at the specified hyphenation points. Each word should be on a separate line.