Disclosure Guidance and Transparency Rules

Overview

The FCA’s Disclosure Guidance and Transparency Rules (DTR) (link to FCA Handbook) implement various European Directives into UK law. These remain in place after the UK’s exit from the EU, either as EU-derived domestic law or as direct retained EU law:

  • 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 FCA’s Disclosure Guidance and Transparency Rules (link to FCA Handbook);
  • the Market Abuse Regulation (MAR), 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 FCA’s Disclosure Guidance 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 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 any company admitted to trading on a UK regulated marked and pre­par­ing con­sol­id­ated ac­counts, these must comply with IFRS Accounting Standards as adopted in the UK. The separate financial statements may be prepared in accordance with Part 15 of the Companies Act 2006 (i.e. UK GAAP).
  • 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 be 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.
  • For periods commencing on or after 1 January 2022, companies listed on UK regulated markets are required to prepare, publish and file their annual financial reports in XHTML format as required by Disclosure and Transparency Rule 4.1.15R.  Further information is available here. 
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 a company pre­par­ing con­sol­id­ated annual fin­an­cial state­ments) or which contain, as a minimum, a condensed balance sheet, condensed profit and loss account and explanatory notes.
  • 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.

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 UK 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 DTR 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 UK-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. Compliance with the UK Corporate Governance Code should satisfy this requirement. The Financial Conduct Authority (FCA) also requires issuers to disclose their diversity policy in the corporate governance statement. In April 2022 the FCA amended DTR 7.2.8AR to improve diversity disclosures by in scope companies. 

Publication of regulatory information

DTR 6.3 (link to FCA handbook) is concerned with the dissemination of information. It requires other periodic financial reports to be communicated in unedited full text. With effect from 10 January 2022, DTR 6.3.5R allows companies a choice between:

  1. communicating the regulated information in unedited full text; and
  2. announcing that the unedited full text has been published to the National Storage Mechanism and communicated to the media, containing a statement that the regulated information is available in unedited full text on the National Storage Mechanism and giving details of the website on which the full annual report is available.

Correction list for hyphenation

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