The new rules provide issuers with flexibility to report on representation of women by reference to either gender identity or sex.
By Chris Horton, James Inness, Anna Ngo, Nicola Higgs, David Berman, Rob Moulton, and Johannes Poon
On 20 April 2022, the FCA published its final policy decision on the proposals set out in CP 21/24 “Diversity and inclusion on company boards and executive committees”.
New diversity reporting requirements
The updated Listing Rules require in-scope issuers (broadly, premium or standard listed companies, excluding OEICs and “shell companies”) to incorporate into their annual reports certain disclosures on the diversity of their boards and executive management, including:
- A “comply or explain” statement setting out whether they have met the following diversity targets:
- At least 40% of the board are women
- At least one of the senior board positions is held by a woman (Chair, CEO, Senior Independent Director, or CFO)
- At least one member of the board is from a minority ethnic background (defined by reference to categories recommended by the Office for National Statistics (ONS), excluding those the ONS lists as coming from a White ethnic background)
- Numerical data on the sex or gender identity and ethnic diversity of their board, senior board positions, and executive management in a standardised table (with issuers able to add to the fields “men” and “women” to include “non-binary” or other gender identities)
In addition, issuers in scope of DTR 7.2 (i.e., UK issuers with securities admitted to UK regulated markets and certain overseas listed companies, subject to existing exemptions for small and medium companies) must ensure that the corporate governance statements set out in their annual financial reports contain descriptions of the diversity policies of key board committees and have regard to wider diversity characteristics such as ethnicity, sexual orientation, disability, and socioeconomic backgrounds.
In-scope issuers are required to make these disclosures in their annual reports for financial years starting on or after 1 April 2022.
In-scope issuers should proceed with developing and implementing their approach to report the relevant information in their annual reports. For companies with a 31 December financial year end, the first disclosures will need to appear in their annual financial reports published around Q2 2024. However, the FCA encourages voluntary reporting against these new requirements for earlier periods and expects that investors will receive positively the enhanced transparency.
For more information, see Latham’s blog post FCA Proposes Enhanced Disclosures on Diversity and Inclusion for Listed Companies.
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