FCA Handbook - UKLR 2.2 The Listing Principles

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UKLR 2.2 The Listing Principles

The Listing Principles are as follows:

Listing Principle 1	A listed company must take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations.
Listing Principle 2	A listed company must deal with the FCA in an open and cooperative manner.
Listing Principle 3	A listed company must take reasonable steps to enable its directors to understand their responsibilities and obligations as directors.
Listing Principle 4	A listed company must act with integrity towards the holders and potential holders of its listed securities.
Listing Principle 5	A listed company must ensure that it treats all holders of the same class of its listed securities that are in the same position equally in respect of the rights attaching to those listed securities.
Listing Principle 6	A listed company must communicate information to holders and potential holders of its listed securities in such a way as to avoid the creation or continuation of a false market in those listed securities.

Guidance on the Listing Principles

Listing Principle 1 is intended to ensure that listed companies have adequate procedures, systems and controls to enable them to comply with their obligations under the listing rules, disclosure requirements, transparency rules and corporate governance rules. In particular, the FCA considers that listed companies should place particular emphasis on ensuring that they have adequate procedures, systems and controls in relation to, where applicable:

(1)
identifying whether any obligations arise under UKLR 7 (Equity shares (commercial companies): significant transactions and reverse takeovers) and UKLR 8 (Equity shares (commercial companies): related party transactions);
(2)
the timely and accurate disclosure of information to the market; and
(3)
the provision of information to the FCA in accordance with UKLR 1.3.1R and to their sponsor in accordance with UKLR 4.5.1R.

For the purposes of Listing Principle 1, directors should take reasonable steps to ensure that adequate governance arrangements are established and maintained at all times to enable the listed company to comply with Listing Principle 1.

Timely and accurate disclosure of information to the market is a key obligation of listed companies. For the purposes of Listing Principle 1, a listed company should have adequate procedures, systems and controls to be able to:

(1)
ensure that it can properly identify information which requires disclosure under the listing rules, disclosure requirements, transparency rules or corporate governance rules in a timely manner; and
(2)
ensure that any information identified under (1) is properly considered by the directors and that such a consideration encompasses whether the information should be disclosed.

For the purposes of Listing Principle 1, a listed company should have adequate procedures, systems and controls to be able to:

(1)
explain to the FCA where information is held and how it can be accessed (regardless of whether the information is held in the UK or overseas); and
(2)
access easily from the UK information that may be held outside the UK.

For the purposes of Listing Principle 2:

(1)
a listed company should take reasonable steps to ensure that its directors deal with the FCA in an open and cooperative manner; and
(2)
the FCA expects the directors of the listed company to deal with the FCA in an open and cooperative manner, including when responding to requests for information and attending interviews with the FCA.