DTR 1B.1 Application and purpose (Corporate governance)
Purpose: Audit committees
1The purpose of the requirements in DTR 7.1 is to implement parts of the Audit Directive which require issuers that are required to appoint a statutory auditor to appoint an audit committee or have a body performing equivalent functions.
Application: Audit committees
Except as set out in DTR 1B.1.3 R, DTR 7.1 applies to an issuer:
- (1)
whose transferable securities are admitted to trading; and
- (2)
which is required to appoint a statutory auditor.
Exemptions
DTR 7.1 does not apply to:
- (1)
any issuer which is a subsidiary undertaking of a parent undertaking where the parent undertaking is subject
to DTR 7.1, or to requirements implementing Article 41 of the Audit Directive in any other EEA State;
[Note: Article 41.6(a) of the Audit Directive]
- (2)
any issuer the sole business of which is to act as the issuer of asset-backed securities provided the entity makes a statement available to the public setting out the reasons for which it considers it is not appropriate to have either an audit committee or an administrative or supervisory body entrusted to carry out the functions of an audit committee;
[Note: Article 41.6(c) of the Audit Directive]
- (3)
a credit institution whose shares are not admitted to trading and which has, in a continuous or repeated manner, issued only debt securities provided that:
- (a)
the total nominal amount of all such debt securities remains below 100,000,000 Euros; and
- (b)
the credit institution has not been subject to a requirement to publish a prospectus in accordance with section 85 of the Act.
[Note: Article 41.6(d) of the Audit Directive]
- (a)
Purpose: Corporate governance statements
The purpose of the requirements in DTR 7.2 is to implement parts of the Fourth Company Law Directive and the Seventh Company Law Directive (including those Directives as applied to banking and insurance companies) which require companies to publish a corporate governance statement.
Application: Corporate governance statements
Except as set out in DTR 1B.1.6 R, DTR 7.2 applies to an issuer:
- (1)
whose transferable securities are admitted to trading; and
- (2)
which is a company within the meaning of section 1(1) of the Companies Act 2006.
2LR 9.8.7A R, LR 14.3.24 R and LR 18.4.3 R (2) extend the application of DTR 7.2 (Corporate governance statements) for certain overseas companies which have securities admitted to the official list maintained by the FSA in accordance with section 74 (The official list) of the Act.
Exemption
The rules in DTR 7.2.2 R, 7.2.3 R and 7.2.7 R do not apply to an issuer which has not issued shares which are admitted to trading unless it has issued shares which are traded on an MTF.
[Note: Article 46a(3) of the Fourth Company Law Directive]