1This chapter applies to a company that has a listing of equity shares in the equity shares (commercial companies) category.

1A listed company must comply with UKLR 3.2.3R at all times.

1A listed company must inform the FCA in writing as soon as possible if it has:

1. (1)

   requested a RIE to admit or re-admit any of its listed equity shares to trading;

2. (2)

   requested a RIE to cancel or suspend trading of any of its listed equity shares; or

3. (3)

   been informed by a RIE that trading of any of its listed equity shares will be cancelled or suspended.

1A listed company with a controlling shareholder must be able to carry on the business it carries on as its main activity independently from such controlling shareholder at all times.

1Where a listed company has a controlling shareholder, it must have in place at all times a constitution that allows the election and re-election of independent directors to be conducted in accordance with UKLR 6.2.8R and UKLR 6.2.9R.

1. (1)

   1This rule applies where a person becomes a controlling shareholder of a listed company which did not previously have a controlling shareholder, as a result of changes in ownership or control of the listed company.

2. (2)

   Where this rule applies, the listed company has until the date of the next annual general meeting of the listed company, other than an annual general meeting for which notice:

   1. (a)

      has already been given; or

   2. (b)

      is given within a period of 3 months from the event that resulted in that person becoming a controlling shareholder,

   to comply with UKLR 6.2.5R.

1Where UKLR 6.2.5R applies, the election or re-election of any independent director by shareholders must be approved by:

1. (1)

   the shareholders of the listed company; and

2. (2)

   the independent shareholders of the listed company.

1Where UKLR 6.2.8R applies, if the election or re-election of an independent director is not approved by both the shareholders and the independent shareholders of the listed company, but the listed company wishes to propose that person for election or re-election as an independent director, the listed company must propose a further resolution to elect or re-elect the proposed independent director which:

1. (1)

   must not be voted on within a period of 90 days from the date of the original vote;

2. (2)

   must be voted on within a period of 30 days from the end of the period set out in (1); and

3. (3)

   must be approved by the shareholders of the listed company.

1Where:

1. (1)

   a listed company has a controlling shareholder; and

2. (2)

   the controlling shareholder or any of its associates proposes or procures the proposal of a shareholder resolution which a director considers is intended or appears to be intended to circumvent the proper application of the listing rules,

the circular accompanying the notice of meeting which contains the relevant shareholder resolution must set out a statement by the board of the director’s opinion in respect of the resolution.

1A listed company that is not already required to comply with the obligations referred to under article 17 of the Market Abuse Regulation must comply with those obligations as if it were an issuer for the purposes of the disclosure requirements and transparency rules subject to article 22 of the Market Abuse Regulation.

1A listed company that is not already required to comply with the transparency rules must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules.

1Unless exempted in UKLR 6.2.18R, a listed company must:

1. (1)

   forward to the FCA for publication a copy of one or more of the following:

   1. (a)

      the approved prospectus or listing particulars for its listed equity shares;

   2. (b)

      the relevant agreement or document setting out the terms and conditions on which its listed equity shares were issued; or

   3. (c)

      a document describing:

      1. (i)

         the rights attached to its listed equity shares;

      2. (ii)

         limitations on such rights; and

      3. (iii)

         the procedure for the exercise of such rights,

      produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the listed company been required to produce a prospectus for those listed equity shares; and

2. (2)

   if the information in relation to the rights attached to its listed equity shares set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following:

   1. (a)

      a new document in accordance with (1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the listed company’s listed equity shares.

1The documents in UKLR 6.2.15R must be forwarded to the FCA for publication by uploading them to the national storage mechanism.

1A listed company is exempt from UKLR 6.2.15R where:

1. (1)

   it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 6.2.15R(1);

2. (2)

   if the information in relation to the rights attached to its listed equity shares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following:

   1. (a)

      one of the documents specified in UKLR 6.2.15R(1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the listed company’s listed equity shares; and

3. (3)

   the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by:

   1. (a)

      forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or

   2. (b)

      uploading them to the national storage mechanism.

1A listed company must ensure that the FCA is provided with up-to-date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the company’s compliance with the listing rules, the disclosure requirements and the transparency rules.

1A listed company must comply with UKLR 5.5.1R to UKLR 5.5.3R at all times.

1. (1)

   1This rule applies to a listed company that has published:

   1. (a)

      any unaudited financial information in a reverse takeover circular or a prospectus; or

   2. (b)

      any profit forecast or profit estimate.

2. (2)

   The first time a listed company publishes financial information as required by DTR 4.1 after the publication of the unaudited financial information, profit forecast or profit estimate, it must:

   1. (a)

      reproduce that financial information, profit forecast or profit estimate in its next annual report and accounts;

   2. (b)

      produce and disclose in the annual report and accounts the actual figures for the same period covered by the information reproduced under paragraph (2)(a); and

   3. (c)

      provide an explanation of the difference, if there is a difference of 10% or more between the figures required by paragraph (2)(b) and those reproduced under paragraph (2)(a).

1An issuer must at all times ensure that the discretion of its board to make strategic decisions on behalf of the company has not been limited or transferred to a person outside the issuer’s group, and that the board has the capability to act on key strategic matters in the absence of a recommendation from a person outside the issuer’s group.

1A listed company must at all times maintain constitutional arrangements that comply with UKLR 5.4.2R.

1. (1)

   1Where the provisions of UKLR 9, UKLR 21.2 or UKLR 21.5 require a shareholder vote to be taken, that vote must be decided by a resolution of the holders of the listed company’s equity shares that have been admitted to the equity shares (commercial companies) category.

2. (2)

   Where the provisions of UKLR 6.2.8R, UKLR 21.2.8R or UKLR 21.5.6R(3)(b)(ii) require that the resolution must in addition be approved by independent shareholders, only independent shareholders who hold the listed company’s equity shares that have been admitted to the equity shares (commercial companies) category can vote.

1Where a listed company has more than one class of equity shares admitted to the equity shares (commercial companies) category, the aggregate voting rights of the equity shares in each class should be broadly proportionate to the relative interests of those classes in the equity of the listed company.

1For so long as a listed company has specified weighted voting rights shares in issue, the listed company must at all times maintain constitutional arrangements that comply with UKLR 5.4.5R.

1. (1)

   1Where:

   1. (a)

      a listed company is a sovereign controlled commercial company and:

      1. (i)

         has a sovereign controlling shareholder which was a controlling shareholder on the first occasion on which the company made an application for the admission of equity shares to the equity shares (commercial companies) category;

      2. (ii)

         has made a notification in accordance with UKLR 6.4.18R and UKLR 6.4.19R; or

      3. (iii)

         made an announcement in accordance with UKLR 21.5.7R(2) and UKLR 21.5.10R when it transferred the listing of its equity shares to the equity shares (commercial companies) category; and

   2. (b)

      the sovereign controlling shareholder is either:

      1. (i)

         recognised by the government of the UK as a State; or

      2. (ii)

         the UK,

      references to controlling shareholder must be read as excluding a sovereign controlling shareholder in, or for the purposes of, the provisions set out in (2).

2. (2)

   The provisions referred to in (1) are:

   1. (a)

      UKLR 6.2.3R; and

   2. (b)

      UKLR 6.2.4G.

1A listed company must notify the FCA without delay if it does not comply with any continuing obligation set out in UKLR 6.2.3R, UKLR 6.2.5R, UKLR 6.2.8R, UKLR 6.2.9R, UKLR 6.2.22R, UKLR 6.2.26R, UKLR 6.2.27R, UKLR 6.2.29R or UKLR 6.2.31R.

1A listed company must notify the FCA without delay if its annual financial report contains a statement of the kind specified under UKLR 6.6.2R.

1A listed company must ensure that, in addition to its obligations under the Companies Act 2006, a proxy form:

1. (1)

   provides for at least 3-way voting on all resolutions intended to be proposed (except that it is not necessary to provide proxy forms with 3-way voting on procedural resolutions); and

2. (2)

   states that if it is returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote.

1If the resolutions to be proposed include the re-election of retiring directors and the number of retiring directors standing for re-election exceeds 5, the proxy form may give shareholders the opportunity to vote for or against (or abstain from voting on) the re-election of the retiring directors as a whole but must also allow votes to be cast for or against (or for shareholders to abstain from voting on) the re-election of the retiring directors individually.

1Where a listed company has taken a power in its constitution to impose sanctions on a shareholder who is in default in complying with a notice served under section 793 of the Companies Act 2006 (Notice by company requiring information about interests in its shares):

1. (1)

   sanctions may not take effect earlier than 14 days after service of the notice;

2. (2)

   for a shareholding of less than 0.25% of the shares of a particular class (calculated exclusive of treasury shares), the only sanction that the constitution may provide for is a prohibition against attending meetings and voting;

3. (3)

   for a shareholding of 0.25% or more of the shares of a particular class (calculated exclusive of treasury shares), the constitution may provide:

   1. (a)

      for a prohibition against attending meetings and voting;

   2. (b)

      for the withholding of the payment of dividends (including shares issued in lieu of dividend) on the shares concerned; and

   3. (c)

      for the placing of restrictions on the transfer of shares, provided that restrictions on transfer do not apply to a sale to a genuine unconnected third party (such as through a RIE or an overseas exchange or by the acceptance of a takeover offer); and

4. (4)

   any sanctions imposed in accordance with paragraph (2) or (3) above must cease to apply after a specified period of not more than 7 days after the earlier of:

   1. (a)

      receipt by the issuer of notice that the shareholding has been sold to an unconnected third party through a RIE or an overseas exchange or by the acceptance of a takeover offer; and

   2. (b)

      due compliance, to the satisfaction of the issuer, with the notice under section 793.

1A listed company must forward to the FCA for publication a copy of all circulars, notices, reports or other documents to which the listing rules apply at the same time as they are issued, by uploading it to the national storage mechanism.

1A listed company must forward to the FCA for publication a copy of all resolutions passed by the listed company other than resolutions concerning ordinary business at an annual general meeting as soon as possible after the relevant general meeting, by uploading it to the national storage mechanism.

1. (1)

   1A listed company must notify a RIS as soon as possible when a document has been forwarded to the FCA under UKLR 6.4.1R or UKLR 6.4.2R unless the full text of the document is provided to the RIS.

2. (2)

   A notification made under paragraph (1) must set out where copies of the relevant document can be obtained.

1A listed company must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital:

1. (1)

   any proposed change in its capital structure, including the structure of its listed debt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress;

2. (2)

   any redemption of listed shares, including details of the number of shares redeemed and the number of shares of that class outstanding following the redemption;

3. (3)

   any extension of time granted for the currency of temporary documents of title; and

4. (4)

   (except in relation to a block listing of securities) the results of any new issue of equity securities or a public offering of existing equity securities.

1Where the securities are subject to an underwriting agreement, a listed company may, at its discretion and subject to the obligations in article 17 of the Market Abuse Regulation, delay notifying a RIS as required by UKLR 6.4.4R(4) for up to 2 business days until the obligation by the underwriter to take or procure others to take securities is finally determined or lapses. In the case of an issue or offer of securities which is not underwritten, notification of the result must be made as soon as it is known.

1A listed company must notify a RIS of any change to the board, including:

1. (1)

   the appointment of a new director, stating the appointee’s name and whether the position is executive, non-executive or chair and the nature of any specific function or responsibility of the position;

2. (2)

   the resignation, removal or retirement of a director (unless the director retires by rotation and is re-appointed at a general meeting of the listed company’s shareholders);

3. (3)

   important changes to the role, functions or responsibilities of a director; and

4. (4)

   the effective date of the change if it is not with immediate effect,

as soon as possible and, in any event, by the end of the business day following the decision or receipt of notice about the change by the company.

1If the effective date of the board change is not yet known, the notification required by UKLR 6.4.6R should state this fact and the listed company should notify a RIS as soon as the effective date has been decided.

1A listed company must notify a RIS of the following information in respect of any new director appointed to the board as soon as possible following the decision to appoint the director and, in any event, within 5 business days of the decision:

1. (1)

   details of all directorships held by the director in any other publicly quoted company at any time in the previous 5 years, indicating whether or not they are still a director;

2. (2)

   any unspent convictions in relation to indictable offences;

3. (3)

   details of any receiverships, compulsory liquidations, creditors’ voluntary liquidations, administrations, company voluntary arrangements or any composition or arrangement with its creditors generally or any class of its creditors of any company where the director was an executive director at the time of, or within the 12 months preceding, such events;

4. (4)

   details of any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where the director was a partner at the time of, or within the 12 months preceding, such events;

5. (5)

   details of receiverships of any asset of such person or of a partnership of which the director was a partner at the time of, or within the 12 months preceding, such event; and

6. (6)

   details of any public criticisms of the director by statutory or regulatory authorities (including designated professional bodies) and whether the director has ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company.

1A listed company must, in respect of any current director, notify a RIS as soon as possible of:

1. (1)

   any changes in the information set out in UKLR 6.4.8R(2) to UKLR 6.4.8R(6); and

2. (2)

   any new directorships held by the director in any other publicly quoted company.

1A listed company must notify a RIS as soon as possible of information relating to the disposal of equity shares under an exemption allowed in the lock-up arrangements disclosed in accordance with the PR Regulation.

1A listed company must notify a RIS as soon as possible of the details of any variation in the lock-up arrangements disclosed in accordance with the PR Regulation or any subsequent announcement.

1A listed company must notify a RIS as soon as possible after a general meeting of all resolutions passed by the company other than resolutions concerning ordinary business passed at an annual general meeting.

1A listed company which changes its name must, as soon as possible:

1. (1)

   notify a RIS of the change, stating the date on which it has taken effect;

2. (2)

   inform the FCA in writing of the change; and

3. (3)

   where the listed company is incorporated in the United Kingdom, send the FCA a copy of the revised certificate of incorporation issued by the Registrar of Companies.

1A listed company must notify a RIS as soon as possible of:

1. (1)

   any change in its accounting reference date; and

2. (2)

   the new accounting reference date.

1A listed company must prepare and publish a second interim report in accordance with DTR 4.2 if the effect of the change in the accounting reference date is to extend the accounting period to more than 14 months.

1. (1)

   1Where, as a result of changes in ownership or control of a listed company:

   1. (a)

      a person becomes a sovereign controlling shareholder of the listed company; and

   2. (b)

      the sovereign controlling shareholder is either:

      1. (i)

         recognised by the government of the UK as a State; or

      2. (ii)

         the UK,

      the listed company must comply with (2).

2. (2)

   In the circumstances set out in (1), the listed company must:

   1. (a)

      notify a RIS as soon as possible after it becomes aware that it has become a sovereign controlled commercial company; and

   2. (b)

      notify the FCA as soon as possible, in writing, that it has become a sovereign controlled commercial company.

1A notification made under UKLR 6.4.18R must include:

1. (1)

   the identity of the sovereign controlling shareholder;

2. (2)

   the date on which the listed company became a sovereign controlled commercial company; and

3. (3)

   an explanation of the requirements in the listing rules which will not apply to the listed company while it is a sovereign controlled commercial company.

1Where, as a result of changes in ownership or control of a listed company, the listed company ceases to be a sovereign controlled commercial company, the listed company must:

1. (1)

   notify a RIS as soon as possible after it becomes aware that it has ceased to be a sovereign controlled commercial company; and

2. (2)

   notify the FCA as soon as possible, in writing, that it has ceased to be a sovereign controlled commercial company.

1A notification made under UKLR 6.4.20R must include:

1. (1)

   the identity of the person which had been the sovereign controlling shareholder;

2. (2)

   the date on which the listed company ceased to be a sovereign controlled commercial company; and

3. (3)

   an explanation of the requirements in the listing rules which did not apply to the listed company while it was a sovereign controlled commercial company but will apply to the listed company as it has ceased to be a sovereign controlled commercial company.

1If a listed company prepares a preliminary statement of annual results:

1. (1)

   the statement must be published as soon as possible after it has been approved by the board;

2. (2)

   the statement must be agreed with the company’s auditors prior to publication;

3. (3)

   the statement must show the figures in the form of a table, including the items required for a half-yearly report, consistent with the presentation to be adopted in the annual accounts for that financial year;

4. (4)

   the statement must give details of the nature of any likely modification or emphasis-of-matter paragraph that may be contained in the auditors’ report required to be included with the annual financial report; and

5. (5)

   the statement must include any significant additional information necessary for the purpose of assessing the results being announced.

1A listed company must notify a RIS as soon as possible after the board has approved any decision to pay or make any dividend or other distribution on listed equity shares or to withhold any dividend or interest payment on listed securities, giving details of:

1. (1)

   the exact net amount payable per share;

2. (2)

   the payment date;

3. (3)

   the record date (where applicable); and

4. (4)

   any foreign income dividend election, together with any income tax treated as paid at the lower rate and not repayable.

1In addition to the requirements set out in DTR 4.1, a listed company must include in its annual financial report, where applicable, the following:

1. (1)

   a statement of the amount of interest capitalised by the group during the period under review, with an indication of the amount and treatment of any related tax relief;

2. (2)

   any information required by UKLR 6.2.23R (Publication of unaudited financial information);

3. (3)

   details of any long-term incentive schemes as required by UKLR 9.3.3R;

4. (4)

   details of any arrangements under which a director of the company has waived or agreed to waive any emoluments from the company or any subsidiary undertaking;

5. (5)

   where a director has agreed to waive future emoluments, details of such waiver, together with those relating to emoluments which were waived during the period under review;

6. (6)

   in the case of any allotment for cash of equity securities made during the period under review otherwise than to the holders of the company’s equity shares in proportion to their holdings of such equity shares and which has not been specifically authorised by the company’s shareholders:

   1. (a)

      the classes of equity securities allotted and, for each class of equity securities, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment;

   2. (b)

      the names of the allottees, if fewer than 6 in number, and in the case of 6 or more allottees a brief generic description of each new class of equity holder (eg, holder of loan stock);

   3. (c)

      the market price of the allotted securities on the date on which the terms of the issue were fixed; and

   4. (d)

      the date on which the terms of the issue were fixed;

7. (7)

   the information required by paragraph (6) must be given for any unlisted major subsidiary undertaking of the company;

8. (8)

   where a listed company has listed shares in issue and is a subsidiary undertaking of another company, details of the participation by the parent undertaking in any placing made during the period under review;

9. (9)

   details of any contract of significance subsisting during the period under review:

   1. (a)

      to which the listed company, or one of its subsidiary undertakings, is a party and in which a director of the listed company is or was materially interested; and

   2. (b)

      between the listed company, or one of its subsidiary undertakings, and a controlling shareholder;

10. (10)

    details of any contract for the provision of services to the listed company or any of its subsidiary undertakings by a controlling shareholder, subsisting during the period under review, unless:

    1. (a)

       it is a contract for the provision of services which it is the principal business of the shareholder to provide; and

    2. (b)

       it is not a contract of significance;

11. (11)

    details of any arrangement under which a shareholder has waived or agreed to waive any dividends;

12. (12)

    where a shareholder has agreed to waive future dividends, details of such waiver, together with those relating to dividends which are payable during the period under review; and

13. (13)
    1. (a)

       a statement made by the board that the company continues to comply with the requirement in UKLR 6.2.3R; or

    2. (b)

       where the company has ceased to comply with the requirement in UKLR 6.2.3R:

       1. (i)

          a statement that the FCA has been notified of that non-compliance in accordance with UKLR 6.2.35R; and

       2. (ii)

          a brief description of the background to and reasons for that non-compliance.

1Where an independent director declines to support a statement made under UKLR 6.6.1.R(13)(a), the statement must record this fact.

1The listed company’s annual financial report must include the information required under UKLR 6.6.1R in a single identifiable section, unless the annual financial report includes a cross-reference table indicating where that information is set out.

1In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report:

1. (1)

   a statement setting out all the interests (in respect of which transactions are notifiable to the listed company under article 19 of the Market Abuse Regulation) of each person who is a director of the listed company as at the end of the period under review, including:

   1. (a)

      all changes in the interests of each director that have occurred between the end of the period under review and a date not more than one month prior to the date of the notice of the annual general meeting; or

   2. (b)

      if there have been no changes in the period described in paragraph (a), a statement that there have been no changes in the interests of each director.

   ‘The interests of each director’ includes the interests of connected persons of which the listed company is, or ought upon reasonable enquiry to become, aware.

2. (2)

   a statement showing the interests disclosed to the listed company in accordance with DTR 5 as at the end of the period under review and:

   1. (a)

      all interests disclosed to the listed company in accordance with DTR 5 that have occurred between the end of the period under review and a date not more than one month prior to the date of the notice of the annual general meeting; or

   2. (b)

      if no interests have been disclosed to the listed company in accordance with DTR 5 in the period described in (a), a statement that no changes have been disclosed to the listed company.

3. (3)

   statements by the directors on:

   1. (a)

      the appropriateness of adopting the going concern basis of accounting (containing the information set out in Provision 30 of the UK Corporate Governance Code); and

   2. (b)

      their assessment of the prospects of the company (containing the information set out in Provision 31 of the UK Corporate Governance Code),

   prepared in accordance with the ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ published by the Financial Reporting Council in September 2014;

4. (4)

   a statement setting out:

   1. (a)

      details of any shareholders’ authority for the purchase, by the listed company, of its own shares that is still valid at the end of the period under review;

   2. (b)

      in the case of purchases made otherwise than through the market or by tender to all shareholders, the names of sellers of such shares purchased, or proposed to be purchased, by the listed company during the period under review;

   3. (c)

      in the case of any purchases made otherwise than through the market or by tender or partial offer to all shareholders, or options or contracts to make such purchases, entered into since the end of the period covered by the report, information equivalent to that required under Part 2 of Schedule 7 to the Large & Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (Disclosure required by company acquiring its own shares etc.); and

   4. (d)

      in the case of sales of treasury shares for cash made otherwise than through the market, or in connection with an employees’ share scheme, or otherwise than pursuant to an opportunity which (so far as was practicable) was made available to all holders of the listed company’s securities (or to all holders of a relevant class of its securities) on the same terms, particulars of the names of purchasers of such shares sold, or proposed to be sold, by the company during the period under review;

5. (5)

   a statement of how the listed company has applied the Principles set out in the UK Corporate Governance Code, in a manner that would enable shareholders to evaluate how the principles have been applied;

6. (6)

   a statement as to whether the listed company has:

   1. (a)

      complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code; or

   2. (b)

      not complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code and, if so, setting out:

      1. (i)

         those provisions it has not complied with;

      2. (ii)

         in the case of provisions whose requirements are of a continuing nature, the period within which, if any, it did not comply with some or all of those provisions; and

      3. (iii)

         the company’s reasons for non-compliance;

7. (7)

   a statement setting out details of the unexpired term of any director’s service contract of a director proposed for election or re-election at the forthcoming annual general meeting, and, if any director proposed for election or re-election does not have a directors’ service contract, a statement to that effect;

8. (8)

   a statement setting out:

   1. (a)

      whether the listed company has included in its annual financial report climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures;

   2. (b)

      in cases where the listed company has:

      1. (i)

         made climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, but has included some or all of these disclosures in a document other than the annual financial report:

         1. (A)

            the recommendations and/or recommended disclosures for which it has included disclosures in that other document;

         2. (B)

            a description of that document and where it can be found; and

         3. (C)

            the reasons for including the relevant disclosures in that document and not in the annual financial report;

      2. (ii)

         not included climate-related financial disclosures consistent with all of the TCFD Recommendations and Recommended Disclosures in either its annual financial report or other document as referred to in (i):

         1. (A)

            the recommendations and/or recommended disclosures for which it has not included such disclosures;

         2. (B)

            the reasons for not including such disclosures; and

         3. (C)

            any steps it is taking or plans to take in order to be able to make those disclosures in the future, and the timeframe within which it expects to be able to make those disclosures; and

   3. (c)

      where in its annual financial report or (where appropriate) other document the climate-related financial disclosures referred to in (a) can be found;

9. (9)

   a statement setting out:

   1. (a)

      whether the listed company has met the following targets on board diversity as at a chosen reference date within its accounting period:

      1. (i)

         at least 40% of the individuals on its board of directors are women;

      2. (ii)

         at least one of the following senior positions on its board of directors is held by a woman:

         1. (A)

            the chair;

         2. (B)

            the chief executive;

         3. (C)

            the senior independent director; or

         4. (D)

            the chief financial officer; and

      3. (iii)

         at least one individual on its board of directors is from a minority ethnic background;

   2. (b)

      in cases where the listed company has not met all of the targets in (a):

      1. (i)

         the targets it has not met; and

      2. (ii)

         the reasons for not meeting those targets;

   3. (c)

      the reference date used for the purposes of (a) and, where this is different from the reference date used for the purposes of reporting this information in respect of the previous accounting period, an explanation as to why; and

   4. (d)

      any changes to the board that have occurred between the reference date used for the purposes of (a) and the date on which the annual financial report is approved that have affected the listed company’s ability to meet one or more of the targets in (a);

10. (10)

    subject to UKLR 6.6.13R, numerical data on the ethnic background and the gender identity or sex of the individuals on the listed company’s board and in its executive management as at the reference date used for the purposes of UKLR 6.6.6R(9)(a), which should be set out in the format of the tables contained in UKLR 6 Annex 1 and contain the information prescribed by those tables; and

11. (11)

    an explanation of the listed company’s approach to collecting the data used for the purposes of making the disclosures in UKLR 6.6.6R(9).

1In relation to UKLR 6.6.6R(10), where individuals on a listed company’s board or in its executive management are situated overseas, and data protection laws in that jurisdiction prevent the collection or publication of some or all of the personal data required to be disclosed under that provision, a listed company may instead explain the extent to which it is unable to make the relevant disclosures.

1An overseas company with a listing of equity shares in the equity shares (commercial companies) category must include in its annual report and accounts the information in UKLR 6.6.6R(5) to (11).

1. (1)

   1An overseas company with a listing of equity shares in the equity shares (commercial companies) category must comply with DTR 7.2 (Corporate governance statements) as if it were an issuer to which that section applies.

2. (2)

   An overseas company with a listing of equity shares in the equity shares (commercial companies) category which complies with UKLR 6.6.17R will be taken to satisfy the requirements of DTR 7.2.2R and DTR 7.2.3R, but must comply with all of the other requirements of DTR 7.2 as if it were an issuer to which that section applies.

1A listed company must ensure that the auditors review each of the following before the annual report is published:

1. (1)

   statements by the directors regarding going concern and longer-term viability as required by UKLR 6.6.6R(3); and

2. (2)

   the parts of the statement required by UKLR 6.6.6R(6) that relate to Provisions 6 and 24 to 29 of the UK Corporate Governance Code.

1Any strategic report with supplementary information provided to shareholders by a listed company, as permitted under section 426 of the Companies Act 2006, must disclose:

1. (1)

   earnings per share; and

2. (2)

   the information required for a strategic report set out in or under the Companies Act 2006 and the supplementary material required under section 426A of the Companies Act 2006.

1Where:

1. (1)

   a listed company is a sovereign controlled commercial company and:

   1. (a)

      has a sovereign controlling shareholder which was a controlling shareholder on the first occasion on which the company made an application for the admission of equity shares to the equity shares (commercial companies) category;

   2. (b)

      has made a notification in accordance with UKLR 6.4.18R and UKLR 6.4.19R; or

   3. (c)

      made an announcement in accordance with UKLR 21.5.6R(2) and UKLR 21.5.9R when it transferred the listing of its equity shares to the equity shares (commercial companies) category; and

2. (2)

   the sovereign controlling shareholder is either:

   1. (a)

      recognised by the government of the UK as a State; or

   2. (b)

      the UK,

   references to controlling shareholder must be read as excluding a sovereign controlling shareholder in, or for the purposes of, UKLR 6.6.1R(10) and UKLR 6.6.1R(13).