March’s news

FCA launches review on certain aspects of the UKLR

On 3 March 2026, the Financial Conduct Authority (FCA) announced that it is launching a review of certain aspects of the UK Listing Rules (UKLRs) to consider how they apply to specific types of investment entities. This is in response to stakeholder feedback that eligibility criteria under the UKLRs for investment entities may be unduly restrictive. The FCA will also assess how its rules ensure that boards support strong shareholder rights and manage conflicts of interest.

FCA issues final notice for publication of misleading statements

On 4 March 2026, the FCA published a final notice fining John Wood Group PLC for breaches of the UKLRs for publishing inaccurate information in its financial results. The FCA found that the company’s poor practices around accounting procedures, as well as a lack of transparency with its auditors, resulted in misstatements in its FY22, FY23 and HY24 results, in breach of LR 1.3.3R (misleading information must not be published) and Listing Principle 1 (a listed company must take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to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).

DBT issues PSC statutory guidance

On 4 March 2026, the Department for Business and Trade (DBT) published its statutory guidance for companies on the meaning of “significant influence or control” under the PSC regime. The publication of the statutory guidance follows the DBT’s publication of draft guidance in January 2026 which made changes to reflect the abolition of the requirement for companies and LLPs to maintain a local PSC register.

FCA consults on handbook changes

On 6 March 2026, the FCA published Quarterly Consultation Paper 51, which consults on miscellaneous amendments to the FCA Handbook. The FCA is consulting on proposed amendments to the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM Rules) to clarify the scope of certain obligations, as well as on minor changes to the UKLRs in response to recent feedback.

Improving ethnic diversity of UK businesses

On 9 March 2026, the Parker Review Committee published its 2026 annual report on improving the ethnic diversity of UK business. The review sets targets for the numbers of ethnic minority directors on boards and in senior management. The report uses data as of December 2025 collected through a voluntary census. The review found that there is steady progress across the FTSE 350 of ethnic minority representation at board level but a notable variation between different ethnic groups. Senior management representation is slightly higher than for the previous year, but it notes that considerable progress is needed to meet the 2027 targets set by the companies themselves.

NSI Regime: Proposed changes to qualifying entity specifications

On 12 March 2026, Government published its response to the consultation on proposed changes to the National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021 (NSIA Regulations). It was decided in 2025 to update and refine the scope of the NSIA Regulations to ensure the mandatory notification requirement remained targeted and proportionate. Government’s proposals included the creation of standalone semiconductors and critical minerals schedules, as well as designating the water sector as a new area for mandatory notification. The response sets out the changes that Government will take forward.

Updated guidance on the UK Corporate Governance Code published

On 16 March 2026, the FRC published updated guidance to assist investors, proxy advisors and other users of corporate reports to understand ‘comply or explain’ reporting used by companies departing from provisions under the UK Corporate Governance Code. The guidance, which was originally published in 2021, notes that the principles set out in the Code are simple and high level and they provide companies with significant discretion when applying them to their circumstances. When explaining how they are applying those principles, companies should focus on the board’s activities and decisions and should demonstrate actions and outcomes rather than only policies and procedures.

IOSCO updates statement on non-financial reporting

On 17 March 2026, IOSCO published an updated statement on the disclosure of non-GAAP financial measures. The statement aims to provide issuers with a frame of reference for good presentation of financial measures other than those prescribed by GAAP.

Government confirms plans to implement late payment reforms

On 24 March 2026, the DBT confirmed Government’s intention to take forward a package of legislative measures to address late payments and increase transparency around large companies’ payment practices. The reforms will require both primary and secondary legislation and so in the meantime the DBT has published a list of actions that businesses should take ahead of the reforms being implemented.

DBT launches consultation on a corporate re-domiciliation regime

On 25 March 2026, the DBT launched a consultation which seeks views on the design for an inward corporate re-domiciliation regime that would allow non-UK companies to re-domicile in the UK by changing their place of incorporation while maintaining the same legal identity. If re-domiciliation becomes an option, some groups may relocate holding companies to the UK before or after IPOs and it could reduce the need for cross-border mergers or holding company flips that currently occur during UK listings. Responses are requested by 19 June 2026.

Proposed reforms to the corporate civil enforcement regime

On 25 March 2026, the Insolvency Service published a consultation seeking views on proposed reforms to the corporate civil enforcement regime including in relation to director disqualification. The consultation forms part of the Insolvency Service’s strategy to tackle corporate abuse following the expansion of its role by the Economic Crime and Corporate Transparency Act 2023. The consultation closes on 17 June 2026.

Mandatory ethnicity and disability pay gap reporting moves a step closer

On 25 March 2026, the Office for Equality and Opportunity published its response to the earlier consultation on mandatory ethnicity and disability pay gap reporting for large employers. The response provides a summary of key findings from the consultation and sets out further details of Government’s intended approach towards mandatory ethnicity and disability pay gap reporting.

ISSB launches consultation on sustainability reporting

On 26 March 2026, the International Sustainability Standards Board (ISSB) published an exposure draft of proposed amendments to the Sustainability Accounting Standards Board Standards and to the Industry-based Guidance on Implementing IFRS S2. The ISSB is proposing amendments for three priority industries: (i) agricultural products; (ii) meat, poultry and dairy; and (iii) electric utilities and power generators. Feedback is requested by 24 July 2026.

FTSE Russell announces change to inclusion criteria for the FTSE UK Index Series

On 26 March 2026, FTSE Russell announced that it will align the minimum free float requirement for both UK incorporated and non-UK incorporated companies within the FTSE UK Index Series. With effect from the June 2026 index review, both UK and non-UK incorporated companies with a minimum free float of 10% will be eligible for inclusion to the FTSE UK Index Series, subject to satisfying all other inclusion criteria. The current minimum free float requirement for non-UK incorporated companies is 25%.

FCA amends rules for the POAT regime

On 27 March 2026, the FCA published Handbook Notice 139, which sets out amendments to the FCA Handbook. Following consultation, the FCA made the Prospectus Rules (Miscellaneous Amendments) Instrument 2026 on 26 March 2026. The instrument makes changes to various modules of the FCA Handbook to clarify certain rules and give proper effect to aspects of the new public offers and admissions to trading (POAT) regime, which came into force on 19 January 2026.

Updates for April 2026

1 April – the updated fees section of the FCA Handbook come into effect.

20 April – closing date for comments on the FCA quarterly consultation on changes to PRM Rules.

29 April – closing date for responses to ESMA consultation on amendments to MAR guidelines on delay in disclosure of inside information.

30 April – closing date for applications from asset managers and service providers to the UK Stewardship Code 2026.