Quarterly Listed Company Update – What's new and what's next?

In September, the Government launched a wide-ranging consultation on modernising corporate reporting, with proposals that include: (i) a significant overhaul of the UK's corporate reporting framework, (ii) changes to the remuneration report (including a proposal to remove the annual advisory vote on the directors' remuneration report), (iii) replacing the distributable reserves regime with a solvency-based regime, and (iv) the long-awaited clarification to the law around virtual AGMs. The stated aims are to reduce administrative burdens, refocus reporting on investors and creditors, and make the reporting framework proportionate and effective.

The consultation closes on 30 November 2026 and a consultation outcome is expected within six months of closing. The Government notes that it intends to work with other bodies as part of the process, including the Financial Reporting Council ("FRC") and the Financial Conduct Authority ("FCA"). For further details see our briefing.

The Investment Association ("IA") has published guidance (the "Virtual AGMs Guidance") on the use of virtual elements at shareholder meetings. Rather than fully virtual meetings, IA members support a hybrid approach to shareholder meetings (i.e. with both a physical place and a virtual element). Despite hybrid meetings being their preferred approach, the Virtual AGMs Guidance sets out recommended safeguard that listed companies should put in place where their articles permit virtual participation in shareholder meetings.

IA members expect that companies should seek regular re-approval from their shareholders on using virtual elements to meetings through an advisory vote every three years by ordinary resolution. The IA's institutional voting system will apply a "red top" rating (i.e. a severe breach of the Virtual AGMs Guidance) to any listed company which fails to implement the safeguards or fails to seek re-approval every three years.

The Virtual AGMs Guidance applies to shareholder meetings of companies with year ends on or after 30 September 2026.

As noted above, some uncertainty still exists as a matter of English law in relation to the ability to hold fully virtual AGMs.

On 30 September 2026, the Financial Conduct Authority ("FCA") published its "Policy Statement 26/19: Aligning listed issuers' sustainability disclosures with international standards". As expected, the FCA has replaced existing climate-disclosure requirements based on the Task Force on Climate-related Financial Disclosures ("TCFD") with requirements aligned to the UK Sustainability Reporting Standards ("UK SRS").

The UK SRS are the UK-endorsed versions of the International Sustainability Standards Board ("ISSB") standards. The ISSB was established with the aim of setting a "global baseline" for climate and sustainability reporting – to tackle the growing "alphabet soup" of ESG reporting frameworks. Indeed, the FCA’s stated objective of the new rules is to give investors more consistent and decision-useful information about sustainability-related risks and opportunities.

• The central approach — “comply or explain”

In a departure from the mandatory climate-reporting model originally proposed, an issuer is now expected either:

(i) to make the relevant disclosures under UK SRS; or

(ii) where it does not make a disclosure, to give a proportionate explanation of the reason for this and the judgement made.

This applies across both UK SRS S1 (general sustainability disclosures), and UK SRS S2 (climate disclosures).

Although the regime operates on a "comply or explain" model, issuers remain required under the DTRs to disclose principal risks and uncertainties. An issuer should therefore consider carefully whether an explanation for omitting a UK SRS disclosure is consistent with its DTR disclosures, particularly where climate risk is amongst their principal risks and uncertainties.

Further guidance on acceptable "explanations" is being developed by the FCA, in a draft Primary Market Technical Note (803.1) which was open for consultation until 28 October.

• Other points to note from the new rules
  
  
• • Disclosures and explanations under UK SRS S1 and S2 should be included in annual financial reports, but the FCA is not specifying where they should appear.
    
    
  • Companies will not be required to produce climate-related transition plans, if they have not already done so. However, issuers must disclose whether they have published a transition plan and, if so, include a statement in their Annual Report confirming where it can be found. Where no plan has been published, issuers must explain why not. Issuers may choose to publish a standalone transition plan or incorporate it within other reporting.

• • Companies must disclose whether they have obtained third-party sustainability assurance over their UK SRS disclosures and, if so, provide details of the assurance provider.
    
    
  • Companies in the secondary listing category and depositary receipts category will be required to report against UK SRS on a comply or explain basis.
    
    
  • UK SRS do not apply to: (i) closed-ended investment funds and open-ended investment companies (disclosure obligations will sit with the asset managers); (ii) shell companies; and (iii) debt and debt-like securities.
    
    
  • The FCA and the FRC will be the supervisory bodies responsible for monitoring and enforcing compliance with UK SRS.

Further practical details on the "comply or explain" approach will follow. The FCA is specifically consulting on technical guidance for issuers to help them produce explanations where they choose not to report. This consultation closed on 28 October 2026.

• Timing

The rules apply to accounting periods beginning on or after 1 January 2027, with first reporting in 2028. However, keen companies can voluntarily adopt UK SRS earlier and will be able to take advantage of certain reliefs.

There is a one-year transitional relief for Scope 3 greenhouse-gas emissions disclosures and a two-year transitional relief for UK SRS S1 disclosures.

The FRC has published a further Provision 29 Mythbuster, this time with a focus on cyber. With cyber being a sensitive topic, and there being an inherent need not to disclose commercially sensitive information, the FRC provides guidance on how companies should approach this in the context of Provision 29 of the UK Corporate Governance Code. The FRC confirms to issuers that Provision 29 does not require boards to guarantee total cyber security.

The FCA has published Primary Market Bulletin 65 ("PMB 65"), which amongst other things include the FCA's concerns about potentially misleading statements in regulatory announcements which, in certain cases, appear to contain or resemble marketing material rather than regulated information. The FCA has identified a growing trend of issuers using vague, exaggerated or promotional language in regulatory announcements.

The FCA has identified a growing trend of issuers using vague, exaggerated or promotional language in regulatory announcements — in some cases producing announcements that resemble marketing materials rather than regulated disclosures.  

The FCA acknowledges that regulatory announcements cannot always be confined exclusively to regulated information.  However, it draws a clear dividing line between regulated disclosures and marketing material.  Issuers wishing to disseminate marketing material may do so through non-regulatory newswire services, their own websites, social media channels or other appropriate communications outlets.  However, issuers should note that Market Abuse Regulation ("UK MAR") will apply to misleading statements regardless of the channel through which they are disseminated.

The FCA has indicated that where regulatory announcements fall short of the required standard, it will consider whether the content is misleading for the purposes of the UK Listing Rules or, in more serious cases, UK MAR.  Also, the FCA will, in such cases, consider if this reflects whether the issuer has adequate systems and controls.  Issuers are advised to review their internal procedures for drafting and approving regulatory announcements accordingly.

The FCA also published Primary Market Bulletin 66 ("PMB 66") which, amongst other things, includes the FCA's observations on disclosure obligations following cyber incidents. The relevant issue is whether the incident constitutes inside information under UK MAR and this should be assessed on a case-by-case basis by issuers. Key points as follows:

• Issuers are afforded a short period of time under the DTRs to clarify the situation i.e. the nature, scale and immediate impact of the incident. They also should consider whether a holding announcement would be appropriate.
  
  
• Delayed disclosure may be appropriate if an issuer is negotiating with attackers and the outcome of the negotiations would be jeopardised by disclosing the incident immediately – provided confidentiality can be maintained. As per Article 17(7) of UK MAR, where the issuer can no longer ensure the confidentiality of the information, it will need to disclose it to the public as soon as it can.
  
  
• Disclosure obligations do not end when an incident is contained. Issuers must monitor whether new inside information arises as the situation develops. Offsetting negative developments against anticipated positive news to justify non-disclosure is not acceptable.
  
  
• Sharing inside information with government departments, law enforcement, or regulatory agencies may be lawful under Article 10 of UK MAR where necessary and made in the normal course of the disclosing person's duties, provided recipients owe a duty of confidentiality.

Glass Lewis has published its final set of Benchmark Policy Guidelines before moving away from its existing model towards a multi-view approach.  In light of this, no material changes were made, but the Guidelines have been updated to note Provision 29 of the UK Corporate Governance Code.

The revisions to the AIM Rules for Companies ("AIM Rules") proposed by the London Stock Exchange following on from its June 2026 consultation paper (AIM Notices 62 and 63), are now in force. For further details see our briefing.