UK: FCA brings more listed companies and financial firms into climate disclosure regime

As proposed in July 2021, the FCA is extending its existing climate-related disclosure requirements to issuers of standard listed shares and of Global Depositary Receipts (GDRs) representing equity shares. The widening of this reporting requirement is expected to affect nearly 250 additional listed companies. Standard-listed investment entities and shell companies are not caught by the new rules.

In addition, the FCA has set out updated guidance on TCFD-aligned reporting and new guidance on transition plans. The recommendations will affect standard-listed issuers but also premium-listed companies which are already subject to existing climate disclosure requirements.

At the same time, the FCA has published its final policy and rules for introducing TCFD-aligned disclosure requirements for asset managers, life insurers, and FCA-regulated pension providers.

New standard-listed company requirements

The new rules and where to find them

The new rule for standard-listed companies, LR 14.3.27, is aligned with the existing requirement applying to premium-listed companies (in LR 9.8.6(8)), and will require in-scope companies to include a statement in their annual financial report which explains:

• whether they have made TCFD-consistent disclosures in the annual report,
• if not, why not, and the steps they are taking or plan to take to be able to make consistent disclosures in the future, and the timeframe within which they expect to be able to make those disclosures,
• where they have included some, or all, of the relevant disclosures in a document other than their annual financial report, why they have done so, and
• where in their annual financial report (or other document) the various disclosures can be found.

The final rules and guidance for standard listed issuers are set out in Policy Statement 21/23 (PS21/23), together with feedback on the July consultation (CP21/18) and commentary on the FCA’s future intended direction of travel as standards for corporate reporting on climate and sustainability matters evolve.

Updated TCFD guidance 

The FCA has provided guidance to support companies in making their disclosures. Provisions for standard-listed companies are set out in LR 14.3.28G to LR 14.3.31G and are aligned with updated guidance for premium-listed issuers (found in LR 9.8.6BG – LR 9.8.6EG). This guidance, for both standard and premium listed companies, now incorporates the TCFD’s latest recommendations, including the TCFD 2021 implementation annex which replaces the 2017 version and new guidance on metrics, targets and transition plans. 

However, these changes to the guidance provisions apply to accounting periods beginning on or after 1 January 2022 and, therefore, do not apply to disclosures made in 2022 by premium-listed commercial companies, although listed companies reporting next year may choose voluntarily to consider the amended guidance.

Additional guidance on transition plans

The FCA has also introduced additional guidance for all types of listed companies giving information about their climate transition plans as part of their strategy disclosures. Companies that are headquartered, or operating, in a country that has made a commitment to a net zero economy (such as the UK) are encouraged to assess the extent to which they have considered that commitment in developing and disclosing their transition plans. Where they have not done so, they are encouraged to explain why not.

SASB metrics

The FCA is also encouraging listed companies to consider the SASB metrics for their sector as relevant when disclosing against the TCFD’s recommendations, given the important role of the SASB metrics in the development of the ISSB’s future reporting standards. 

Listed companies may also wish to consider the SASB metrics for other sustainability topics when making wider sustainability-related financial disclosures.

Timing

The new LR 14.3.27 will apply to accounting periods beginning on or after 1 January 2022. This means that the first reports incorporating these disclosures will be published in 2023 (a year after the first reports made by premium-listed companies).

Climate and sustainability disclosure strategy

The new rule forms part of the FCA’s broader strategic aim of promoting transparency on climate change and wider sustainability matters along the value chain on the basis that better corporate disclosures will inform market pricing and support business, risk and capital allocation decisions. The FCA is also seeking to support the UK government’s commitment to developing new economy-wide Sustainability Disclosure Requirements (SDR) by 2025 and to working towards a net-zero economy by 2050.

The FCA will measure the success of its initiatives by looking at market outcomes, including whether stakeholders can make more informed investment decisions and whether the market rewards more transparent and adaptable companies.

Other FCA materials

The FCA’s Primary Market Bulletin 36 (published in November 2021) explains the FCA’s disclosure expectations and supervisory strategy for both the existing and new TCFD-aligned climate-related disclosure rules and sets out a consultation on a new Technical Note (TN 802.1) to give further guidance to issuers. Minor consequential updates have also been made to existing Technical Note 801.1. 

See here for more information.

ESG integration into the UK capital markets

The FCA’s June 2021 consultation included a discussion chapter on the sustainable debt market and ESG data and rating providers (see here). 

Feedback on the input received from this part of the consultation is not included in PS21/23 but is expected to be published in the first half of 2022.

Requirements for asset managers, life insurers and regulated pension providers

FCA-regulated asset managers and asset owners, including life insurers and pension providers, will have to disclose how they take climate-related risks and opportunities into account in managing investments. Under the new rules, they will also have to make disclosures about the climate-related attributes of their products.

The rules are set out in a separate policy statement (PS21/24) and come into effect from 1 January 2022 with a phased implementation, so that they apply initially to the largest firms and to smaller firms one year later.

For more information on PS21/24, see our client briefing.

More information

See the FCA Policy Statements here (for standard-listed companies, PS21/23) and here (for asset managers, life insurers and pension providers, PS21/24) and the FCA press release here.

See also our quick guides to climate disclosure and reporting requirements for listed and non-listed companies in the UK:

• UK listed companies: Climate & Sustainability Reporting Overview
• Non-listed UK companies & LLPs: Climate & Sustainability Reporting Overview