1This chapter is also relevant to applicants in relation to the confirmation in respect of procedures, systems and controls required by UKLR 20.3.1R.

[Note: The Procedures, Systems and Controls Confirmation Form can be found on the Primary Markets section of the FCA’s website.]

1The purpose of the Listing Principles is to ensure that listed companies pay due regard to the fundamental role they play in maintaining market confidence and ensuring fair and orderly markets.

1The Listing Principles are designed to assist listed companies in identifying their obligations and responsibilities under the listing rules, disclosure requirements, transparency rules and corporate governance rules. The Listing Principles should be interpreted together with relevant rules and guidance which underpin the Listing Principles.

1 DEPP 6 (Penalties) and EG 7 set out guidance on the consequences of breaching a Listing Principle.

1Listing Principle 1 is intended to ensure that listed companies have adequate procedures, systems and controls to enable them to comply with their obligations under the listing rules, disclosure requirements, transparency rules and corporate governance rules. In particular, the FCA considers that listed companies should place particular emphasis on ensuring that they have adequate procedures, systems and controls in relation to, where applicable:

1. (1)

   identifying whether any obligations arise under UKLR 7 (Equity shares (commercial companies): significant transactions and reverse takeovers) and UKLR 8 (Equity shares (commercial companies): related party transactions);

2. (2)

   the timely and accurate disclosure of information to the market; and

3. (3)

   the provision of information to the FCA in accordance with UKLR 1.3.1R and to their sponsor in accordance with UKLR 4.5.1R.

1For the purposes of Listing Principle 1, directors should take reasonable steps to ensure that adequate governance arrangements are established and maintained at all times to enable the listed company to comply with Listing Principle 1.

1Timely and accurate disclosure of information to the market is a key obligation of listed companies. For the purposes of Listing Principle 1, a listed company should have adequate procedures, systems and controls to be able to:

1. (1)

   ensure that it can properly identify information which requires disclosure under the listing rules, disclosure requirements, transparency rules or corporate governance rules in a timely manner; and

2. (2)

   ensure that any information identified under (1) is properly considered by the directors and that such a consideration encompasses whether the information should be disclosed.

1For the purposes of Listing Principle 1, a listed company should have adequate procedures, systems and controls to be able to:

1. (1)

   explain to the FCA where information is held and how it can be accessed (regardless of whether the information is held in the UK or overseas); and

2. (2)

   access easily from the UK information that may be held outside the UK.

1For the purposes of Listing Principle 2:

1. (1)

   a listed company should take reasonable steps to ensure that its directors deal with the FCA in an open and cooperative manner; and

2. (2)

   the FCA expects the directors of the listed company to deal with the FCA in an open and cooperative manner, including when responding to requests for information and attending interviews with the FCA.