Law stated as at 01 Oct 2015 • United Kingdom |
Requirement | Action |
1. Establish overarching compliance procedures, systems and controls. | |
2. Establish contacts, at the appropriate level, in all business units and head office who will take ownership of the procedures. | |
3. Produce guidance on what may constitute "inside information" (see 14 and 15 below). | |
4. Identify individuals/forums that assess if information is "inside information" (cross reference with 3 above). | |
5. Define process that individuals will go through to decide if an announcement is required. | |
6. Establish sign-off process for all announcements arising from 5 above to cover accuracy, completeness and timeliness. | |
7. Establish documentation standards to capture all decisions and communications. | |
8. Produce guidance on what projects may be relevant (including appropriate thresholds). | |
9. Establish project insiders procedures (Chinese walls). | |
10. Produce guidance on what events may be relevant including KPIs defined under 14 below. | |
11. Identify individuals that are likely to become aware of an "event". | |
12. Establish sign-off and documentation procedures to deal with any "events", as defined in 10 above. | |
13. Produce guidance on what trading information may be relevant, including KPIs defined under 14 below. | |
14. Define a set of financial and non-financial KPIs. | |
15. Establish conservative thresholds for relevant financial and non-financial KPIs. | |
16. Establish process for periodically reviewing the KPIs and thresholds set out in 14 and 15 above. | |
17. Record reporting process to be followed in the event that potentially inside information is identified. | |
18. Establish training/awareness procedures to cover these requirements. | |
19. Establish a communications process to raise awareness and promote ownership. | |
20. Establish policy and procedures relating to retention of all announcements. | |
21. Establish procedures for documenting and retaining all advice given by outside advisers. | |
22. Audit the system. |
Matter | Notification/disclosure obligations | Rule reference |
Inside information. | Immediate announcement, unless can be delayed. Note that the issuer must ensure that the disclosure of inside information to the public is synchronised in all jurisdictions in which the issuer has listed securities. | DTR 2.2.1R, DTR 2.5.6R, DTR 2.4, DTR 6.3.4R and DTR 6.3.10R. |
Largely accurate press speculation or market rumour relating to inside information. | Immediate announcement. | |
Danger of inside information relating to the facts and impact of an unexpected and significant event leaking into the market before they can be confirmed. | Holding announcement. | |
Announcement of inside information has been delayed and an actual or likely breach of confidence relating to that information has occurred. | Holding announcement. | |
All inside information notified to an RIS. | Simultaneous (or slightly later) publication on issuer's website. | |
Insider lists. | If requested by the FCA, must be provided to the FCA as soon as possible. Therefore, insider lists must be maintained at all times. |
Matter | Notification/disclosure obligations | Rule reference |
Changes to the board, including appointments, resignations and changes to a director's role and details. | Announcement no later than end of the business day following the decision in the case of appointments, resignations and changes to the role. Announcement within five business days of appointment regarding details of public directorships, unspent convictions and bankruptcies/liquidations. Announcement as soon as possible regarding changes to directors' details, including new directorships in publicly quoted companies. | |
Share dealings by PDMRs. | Announcement no later than end of business day following receipt of information by company. Note that if clearance is given to deal in exceptional circumstances (pursuant to paragraph 9 of the Model Code) in a close period, the announcement required by DTR 3.1.4R must include a statement of the exceptional circumstances. | DTR 3.1.4R and LR 9.2.10R. |
Information regarding a director's or his connected persons interest notified to the company under a section 793 notice. | Announcement no later than end of business day following receipt of information by company. |
Matter | Notification/disclosure obligations | Rule reference |
Significant holdings of shareholders. | Announcement no later than end of the trading day following receipt of the notification. | |
Non-routine circulars. | Prior approval from FCA required before circulation/publication; must be submitted at least 10 clear business days before intended publication date. | |
All circulars and other documents to which the Listing Rules apply. | Two copies must be lodged with the FCA for publication through the document viewing facility at the same time as they are published. (Note that from 1 September 2010, the requirement to send documents to the FCA is fulfilled by forwarding one copy of each document electronically by an upload facility or by e-mail to the National Storage Mechanism (NSM) (they must not be sent to the FCA)). Announcement must be made without delay once documents have been submitted for publication through the document viewing facility (unless full text of document is provided to RIS). | |
All shareholder resolutions that have been passed (except those concerning ordinary business at an AGM). | Announcement as soon as possible after resolutions have been passed. Two copies must be lodged with the FCA for publication through the document viewing facility without delay after relevant general meeting. (Note that from 1 September 2010, the requirement to send documents to the FCA is fulfilled by forwarding one copy of each document electronically by an upload facility or by e-mail to the NSM (they must not be sent to the FCA)). Announcement must be made without delay once resolutions have been submitted for publication through the document viewing facility (unless full text of document is provided to RIS). | |
Details of meetings, number of shares and number of voting rights. | Information must be provided to shareholders. | |
Details of allocation and payment of dividends and the issue of new shares. | Notices and circulars must be published or circulated to shareholders. |
Matter | Notification/disclosure obligations | Rule reference |
Change of name. | Announcement as soon as possible. Send copy of Companies House certificate of change of name to the FCA. | |
Change of accounting reference date. | Announcement as soon as possible. Where accounting period is extended by more than 14 months a second interim report must be published. | |
Proposed changes to constitution. | Notification of draft amendments to the FCA and the LSE's Main Market without delay (but at the latest by the date of the general meeting). | |
Details (and changes to such details) of sponsor and company's Listing Rule compliance officer(s). | Notification to the FCA. In the case of the sponsor's details, such notification must be made promptly, unless the sponsor has resigned or been dismissed in which case the notification must be made immediately. | |
Proposed changes to capital structure, redemptions of shares and results of new issues. | Announcement as soon as possible. | |
Allotment of shares as part of a capitalisation issue in respect of a company’s holding of treasury shares. | Announcement by no later than 7:30 a.m. on the business day following the calendar day on which the allotment occurred. | |
Increase or decrease in the total number of voting rights of each class of issued share. | Announcement at end of calendar month unless the increase or decrease is material in which case it must be made no later than the end of the business day following the day on which the increase or decrease occurs. | |
Changes in rights attached to shares or derivatives issued by the company giving access to shares. | Announcement without delay. | |
New loan issues and any guarantee or security for such issues. | Announcement without delay. | |
Cancellation of listing. | Announcement at the same time as shareholder circular is published/circulated (must be at least 20 business days before intended cancellation). Another announcement once shareholder approval obtained. | |
Formal request to cancel or suspend listing. | Request to the FCA regarding cancellation must be made not less than 24 hours before the cancellation is expected to take effect and, regarding suspension, must be made as soon as practicable. Notification to the FCA as soon possible after request to the LSE for cancellation/suspension has been made or when listing of any securities is cancelled or suspended. | |
Disposals under and amendments to any lock-up arrangements. | Announcement as soon as possible. |
Matter | Notification/disclosure obligations | Rule reference |
Payment of any dividend or withholding of any dividend or interest payment on listed securities. | Announcement as soon as possible after decision made by the board. | |
Details of allocation and payment of dividends. | Notices and circulars must be published or circulated to shareholders. |
Matter | Notification/disclosure obligations | Rule reference |
Half yearly financial report. | Made public as soon as possible after end of period to which report relates and in any case within two months. | DTR 4.2.2R and DTR 6.3.5R. |
Preliminary statement. | If prepared must be published as soon as possible after it has been approved by the board. (Must be agreed with the company's auditors before publication.) | |
Annual report. | Made public within four months of the end of the financial year. Announced in unedited full text (if applicable) indicating on which website the report is available. | DTR 4.1.3R and DTR 6.3.5R. See LR 9.8 for the content requirements of the annual report. |
Matter | Notification/disclosure obligations | Rule reference |
Share buybacks. | Announcement as soon as possible of:
Circular approved by the FCA and sent to shareholders where the purchase is to be made from a related party or use of the full authority to be sought would result in the purchase of 25% or more of the issued share capital (not including treasury shares). Announcement if issuer acquires or disposes of its own shares and as a result its percentage holding of voting rights reaches, exceeds or falls below 5 or 10% of the voting rights. | |
Class 1 transactions. | Announcement as soon as possible once terms agreed. Circular approved by the FCA and sent to shareholders. | |
Class 2 transactions. | Announcement as soon as possible once terms agreed. | |
Related party transactions. | Announcement as soon as possible once terms agreed. Circular approved by the FCA and sent to shareholders. | |
Smaller related party transactions. | Announcement as soon as possible upon entering into transaction. Confirmation from the sponsor that the transaction is fair and reasonable. | |
Rights issues and open offers with compensatory element. | Announcement as soon as possible of principal terms and results of issue/offer. | |
Placings, open offers and offers for subscription. | Announcement as soon as possible after the terms have been agreed. |
Activity/Event/ Project (column 1) | Responsibility for review (column 2) | Escalated to (column 3) | Responsibility for announcement or to delay (column 4) | |
Trading | Monthly flash report | |||
Events | Compliance report | |||
Projects | Establishment/ termination of projects |