Home Listing rules Primary market bulletin n ° 36 – draft technical note on the information to be provided on the TCFD | Bryan Cave Leighton Paisner

Primary market bulletin n ° 36 – draft technical note on the information to be provided on the TCFD | Bryan Cave Leighton Paisner




The FCA issued Primary Market Bulletin No. 36 to introduce specific climate-related disclosure requirements for listed companies and to set out FCA’s disclosure expectations and oversight strategy.

Disclosure obligations for premium and standard listed companies

The FCA recently introduced ‘Comply or Explain’ disclosure requirements for the annual financial reports of UK and overseas trading companies with a premium listing in line with the Financial Stability Board Working Group framework on climate-related financial disclosures (TCFD). Under the Listing Rules, companies within the scope are required to include, for fiscal years beginning on or after January 1, 2021, a declaration specifying:

  • whether they have made climate-related financial disclosures consistent with TCFD recommendations and recommended disclosures;
  • where they have not made disclosures consistent with some or all of the TCFD’s recommendations and / or recommended disclosures, an explanation of the reasons and a description of any actions they are taking or plan to take to be able to make consistent disclosures going forward – including the relevant timeframes for making those disclosures;
  • where they have included some or all of their information in a document other than their annual financial report, an explanation of the reasons; and
  • where in their annual financial report (or any other relevant document) the various information can be found.

The FCA recently consulted on the extension of these rules to standard listed companies and we are awaiting the outcome of this consultation. The finalized rules are expected by the end of 2021 and these rules will apply to fiscal years beginning on or after January 1, 2022.

New Technical Note on TCFD-Aligned Climate Disclosure Requirements for Listed Companies

The proposed technical note, on which the FCA is seeking comments, provides additional guidance on the FCA’s disclosure expectations under the rating rules. For example,

  • where a company has not made disclosures in accordance with all or part of the recommendations and / or recommended disclosures of the TCFD, the company must provide full, clear and meaningful explanations not to include such disclosures, written in a simple language that leaves no room for ambiguity; and
  • When a company provides details of the steps it is taking or plans to take to be able to provide consistent information in the future, it should provide a sufficient level of detail so that investors can fully understand the nature of the the proposed action.

FCA supervision strategy

The FCA is responsible for monitoring and ensuring compliance with listing rules, but the Financial Reporting Council will also play an important role, starting in 2022, in reviewing TCFD-aligned disclosures in a selection of annual reports and in contacting companies that do not comply with these requirements. .

If a listed company fails to make a “comply or explain” statement in its annual financial report, the FCA will require the company to publish the TCFD statement through a regulatory information service as soon as possible after discovery.

Primary Market Bulletin No. 36

Draft technical note on climate-related disclosure requirements aligned with the TCFD for listed companies

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