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You are viewing DTR 1B Introduction (Corporate governance) as of . DTR 1B Introduction (Corporate governance) was last updated on 19/01/2026.

DTR 1B.1 Application and purpose (Corporate governance)

Note : ESMA has also issued guidelines under article 16(3) of the ESMA Regulation covering ‘Alternative Performance Measures’ , 5 October 2015 (ESMA/2015/1415).

Purpose: Audit committees

01/01/2021G

The original purpose of the requirements in DTR 7.1 was to implement parts of the Audit Directive which require issuers that are required to appoint a statutory auditor to appoint an audit committee or have a body performing equivalent functions.

Application: Audit committees

29/06/2008R

Except as set out in DTR 1B.1.3 R, DTR 7.1 applies to an issuer:

  1. (1)

    whose transferable securities are admitted to trading; and

  2. (2)

    which is required to appoint a statutory auditor.

Exemptions

19/01/2026R

DTR 7.1 does not apply to:

  1. (1)

     any issuer which is a subsidiary undertaking of a parent undertaking where the parent undertaking is subject to:

    1. (a)

       DTR 7.1; and

    2. (b)

       articles 11(1), 11(2) and 16(5) of the Audit Regulation;

[Note: article 39(3)(a) of the Audit Directive]

  1. (2)

     any issuer the sole business of which is to act as the issuer of asset-backed securities provided the entity makes a statement available to the public setting out the reasons for which it considers it is not appropriate to have either an audit committee or an administrative or supervisory body entrusted to carry out the functions of an audit committee;

[Note: article 39(3)(c) of the Audit Directive]

  1. (3)

     a credit institution whose shares are not admitted to trading and which has, in a continuous or repeated manner, issued only debt securities which are admitted to trading provided that:

    1. (a)

       the total nominal amount of all such debt securities remains below 100,000,000 Euros; and

    2. (b)

       the credit institution has not been subject to a requirement to publish a prospectus in accordance withPRM 1.4; and

    [Note: article 39(3)(d) of the Audit Directive]

  2. (4)

     any issuer which is:

    1. (a)

       a UK UCITS; or

    2. (b)

       an AIF.

    [Note: article 39(3)(b) of the Audit Directive]

Purpose: Corporate governance statements

01/01/2021G

The original purpose of the requirements in DTR 7.2 was to implement parts of the Accounting Directive (including that Directive as applied to banking and insurance companies) which require companies to publish a corporate governance statement.

Application: Corporate governance statements

04/11/2016R

Except as set out in DTR 1B.1.6R and DTR 1B.1.7R, DTR 7.2 applies to an issuer:

  1. (1)

    whose transferable securities are admitted to trading; and

  2. (2)

    which is a company within the meaning of section 1(1) of the Companies Act 2006.

29/07/2024G

UKLR 6.6.18R , UKLR 13.3.24R, UKLR 14.3.21R, UKLR 15.3.1R(3), UKLR 16.3.20R and UKLR 22.2.21R extend the application of DTR 7.2 (Corporate governance statements) for certain overseas companies which have securities admitted to the official list maintained by the FCA in accordance with section 74 (The official list) of the Act.

Exemptions

01/01/2021R

The rules in DTR 7.2.2 R, 7.2.3R, 7.2.7R and 7.2.8AR do not apply to an issuer which has not issued shares which are admitted to trading unless it has issued shares which are traded on a UK MTF.

[Note: article 20(4) of the Accounting Directive]

04/11/2016R

DTR 7.2.8AR does not apply to an issuer which:

  1. (1)

    qualifies as a small company under sections 382 to 383 of the Companies Act 2006; or

  2. (2)

    qualifies as a medium company under sections 465 to 466 of the Companies Act 2006,

in relation to the financial year to which the corporate governance statement relates.

[Note: article 20(5) of the Accounting Directive]

29/07/2024G

DTR 7.2.8AR does not apply to a listed company which:

  1. (1)

    is required to comply with DTR 7.2 as if it were an issuer by UKLR 6.6.18R, UKLR 13.3.24R, UKLR 14.3.21R, UKLR 15.3.1R(3), UKLR 16.3.20R or UKLR 22.2.21R; and

  2. (2)

    would meet the criteria in DTR 1B.1.7R if it were a company incorporated in the United Kingdom.

Purpose: Related party transactions

01/01/2021G

The original purpose of the requirements in DTR 7.3 was to implement parts of the Shareholder Rights Directive which require companies to have safeguards that apply to material transactions with related parties.

Application: Related party transactions

29/07/2024R

Except as set out in DTR 1B.1.12R, DTR 7.3 applies to an issuer:

  1. (1)

    any shares of which:

    1. (a)

      carry rights to vote at general meetings; and

    2. (b)

      are admitted to trading; and

  2. (2)

    which is a company within the meaning of section 1(1) of the Companies Act 2006.

[Note: article 1(1) of the Shareholder Rights Directive]

29/07/2024G

UKLR 13.3.25R , UKLR 14.3.22R, UKLR 16.3.21R and UKLR 22.2.22Rextend the application of DTR 7.3 (Related party transactions) for certain listed companies which have equity shares or certificates representing shares admitted to the official list maintained by the FCA in accordance with section 74 (The official list) of the Act.

Exemptions

29/07/2024R

DTR 1B.1.10R does not apply to an issuer which is required to comply with the requirements in UKLR 8 (Equity shares (commercial companies): related party transactions).

DTR 1B.2 Modifying rules and consulting the FCA

29/06/2008R

The rules and guidance provisions in DTR 1A.2 are deemed to apply to corporate governance rules as they apply to transparency rules.