Find out more about our TCFD-aligned reporting requirements, which companies and firms fall in scope of the rules, and our plans for extending the requirements.
Financial markets rely on good disclosures to inform asset pricing and capital allocation. Asset managers also need reliable data on sustainability factors to build the environmental, social and governance (ESG) products that their clients and consumers demand, as well as for their own investment and risk management processes.
That’s why one of our key priorities is to promote climate and wider sustainability-related financial disclosures right along the investment chain, from listed companies, to market participants, to the end-investors.
Task Force on Climate-related Financial Disclosures (TCFD) reporting requirements
In November 2020, a cross-Whitehall and regulator taskforce published an Interim Report[1] and Roadmap[2], setting an indicative timeline for when commercial companies and financial services firms should expect to begin reporting against the TCFD’s recommendations.
As of the end of December 2021, the following regulated firms have climate-related disclosure requirements aligned with the TCFD’s recommendations:
- premium listed companies
- issuers of standard listed shares and global depositary receipts (GDRs)
- asset managers
- life insurers
- FCA-regulated pension providers
In Primary Market Bulletin 36[3], we set out our disclosure expectations and supervisory strategy for our TCFD-aligned Listing Rules. We are also consulting on a Technical Note (TN802.1[4]), which sets out additional guidance that issuers and their advisors should take account of when making their disclosures.
UK listed commercial companies with a premium or standard listing
In December 2020, we introduced a rule for commercial companies with a UK premium listing to disclose, on a comply or explain basis, against the recommendations of the TCFD.
In December 2021, we extended that rule to issuers of standard listed shares and standard listed global depositary receipts representing equity shares (excluding standard listed investment entities and shell companies).
The rule for premium listed companies came into effect for accounting periods beginning on or after 1 January 2021. The rule for standard listed companies applies for accounting periods beginning on or after 1 January 2022.
If your company falls within the scope of this rule, you must include a statement in your annual financial report setting out:
- whether you have made disclosures consistent with the TCFD’s recommendations and recommended disclosures in your annual financial report
- where you have included some, or all, of your disclosures in a document other than your annual financial report, an explanation of why and a reference to where the disclosures can be found
- where you have not made disclosures, an explanation of why, and a description of any steps you are taking or plan to take to be able to make consistent disclosures in the future – including relevant time frames
In July 2022, we reviewed the first TCFD-aligned disclosures by premium-listed commercial companies and published the findings[5].
Find out more about the disclosure requirements for premium listed companies[6] and standard listed companies[7].
UK asset managers, life insurers and FCA-regulated pension providers
In December 2021, we introduced rules for asset managers and certain asset owners to make disclosures consistent with the TCFD’s recommendations.
If your firm belongs to one of these groups, you must make mandatory disclosures on an annual basis at entity and product-level.
- Entity-level: You must publish an annual TCFD entity report in a prominent place on your main business website. This must set out how you take climate-related matters into account in managing or administering investments on behalf of clients and consumers.
- Product-level: You must make disclosures (including a core set of climate-related metrics) on your products and portfolios. These should be made in a prominent place on your main business website and be included or cross-referenced in an appropriate client communication, or made upon request to certain eligible institutional clients.
The rules come into effect for the largest firms on 1 January 2022 and 1 year later for smaller firms.
Find out more about the disclosure requirements for asset managers, life insurers and FCA-regulated pension providers[8].
FCA disclosure regime for ESG matters
A wide range of factors may impact a company’s prospects and its enterprise value. This includes climate-related risks and opportunities, but wider ESG-related matters are also increasingly financially material for many issuers. These matters may therefore need to be disclosed.
If your firm falls into one of these groups, you may need to consider ESG-related risks and opportunities when determining what to disclose:
- listed issuers
- other issuers with securities admitted to trading on regulated markets
- other entities in scope of requirements under the Market Abuse Regulation (MAR) and the Prospectus Regulation
Issuers should consider ESG matters carefully when determining what should be disclosed under the Prospectus Regulation, MAR and other aspects of our disclosure regime.
Find out more about the specific FCA Handbook requirements and obligations in our Technical Note[9] on disclosures in relation to ESG matters.