Listing regime – latest FCA guidance in Primary Market Bulletin 49

The Financial Conduct Authority (FCA) has published Primary Market Bulletin 49 (PMB 49) which provides guidance for market participants on various matters including long term incentive plans (LTIPs), disclosure and filing obligations in relation to annual financial reports, changes to ethnicity categories for diversity and inclusion reporting, and an update on the changes to sustainability reporting standards.

Key points to note include:

• LTIPs – The FCA has carried out a review of compliance by 25 premium listed companies with their Listing Rule obligations in relation to LTIPs. The FCA reminds companies that these obligations include obtaining shareholder approval for LTIPs prior to their adoption, publishing a shareholder circular setting out a summary or the full terms of the scheme and filling the circular with the NSM.

• Annual financial reports – The FCA reminds issuers of the publication and filing requirements for annual financial reports, including the obligation to prepare the report in structured electronic format (SEF) (for more details on the SEF requirements, see our blog post here). The FCA has observed low levels of compliance with these obligations and notes that it will temporarily suspend the securities of companies that do not meet the four-month publication deadline set out in DTR 4.1.3.

• Sustainability reporting standards – Following the update from the government on the timing for the UK endorsement of the International Sustainability Standards Board (ISSB) disclosure standards, the FCA has set out a revised timetable for its consultation process (for more information, see our May ESG newsletter). Once the government has completed its endorsement process (which is expected in Q1 2025), the FCA will consult on moving from TCFD-based reporting to UK sustainability reporting standards-based reporting. At the same time, the FCA will consult on introducing mandatory disclosure of transition plans by listed companies, following the publication of the transition plan framework by the Transition Plan Taskforce in April 2024 (see our blog post here for more details).