On 20 March 2023, the FCA published Primary Market Bulletin 44, which includes information on diversity and inclusion on company boards and executive management.

In light of concerns that there was a lack of standardised and mandatory transparency about diversity on listed company boards, the FCA recently introduced new Listing Rules in Policy Statement 22/3 to require in-scope companies to disclose in their annual financial report whether they meet specific board diversity targets relating to sex or gender and ethnicity on a ‘comply or explain’ basis. Furthermore, the FCA has also introduced a requirement for in-scope companies to publish standardised data on the composition of their board and most senior level of executive management by sex or gender and ethnic background.

The companies in scope of the new Listing Rules are 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 LR 5.6.5AR. The FCA did not apply the new rules to issuers of listed debt and debt-like securities, securitised derivatives or miscellaneous securities.

To encourage a broader consideration of diversity at board level, the FCA also introduced an amendment to the corporate governance rules within their disclosure guidance and transparency rules to indicate that, pursuant to existing reporting requirements on board diversity policies by in-scope companies, consideration should be given to wider diversity characteristics.

The new rules came into force for accounting periods beginning on or after 1 April 2022, and the first annual financial reports including disclosures subject to the rules will be published from April 2023. To help listed companies, their directors and advisers, the FCA uses the Primary Market Bulletin to remind in-scope companies of its rules, guidance and expectations, including by providing some steps to help in-scope companies get ready for making the relevant disclosures. It also sets out its supervisory strategy for monitoring and enforcing compliance with the new rules.

Primary Market Bulletin 44 also includes information on:

• When a prospectus is required where securities are issued pursuant to Schemes of Arrangement.
• Regulatory news announcements with multimedia content.