The purpose of the Listing Principles and the Premium Listing Principles5 is to ensure that listed companies pay due regard to the fundamental role they play in maintaining market confidence and ensuring fair and orderly markets.

The Listing Principles and, if applicable, the Premium Listing Principles5 are designed to assist listed companies in identifying their obligations and responsibilities under the listing rules, disclosure rules, transparency rules and corporate governance rules.5 The Listing Principles and Premium Listing Principles5 should be interpreted together with relevant rules and guidance which underpin the Listing Principles and the Premium Listing Principles.5

DEPP 6 (Penalties) and EG 72 set out guidance on the consequences of breaching a Listing Principle or, if applicable, a Premium Listing Principle.5

Listing Principle 13 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 rules, transparency rules and corporate governance rules.3 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:3

1. (1)

   identifying whether any obligations arise under LR 10 (Significant transactions) and LR 11 (Related party transactions); and

2. (2)

   the timely and accurate disclosure of information to the market.

Timely and accurate disclosure of information to the market is a key obligation of listed companies. For the purposes of Listing Principle 13, a listed company should have adequate systems and controls to be able to:

1. (1)

   ensure that it can properly identify information which requires disclosure under the listing rules, disclosure rules, transparency rules or corporate governance rules3 in a timely manner; and

   3
2. (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.

   1

3In assessing whether the voting rights attaching to different classes of premium listedshares are proportionate for the purposes of Premium Listing Principle 4, the FCA will have regard to the following non-exhaustive list of factors:

1. (1)

   the extent to which the rights of the classes differ other than their voting rights, for example with regard to dividend rights or entitlement to any surplus capital on winding up;

2. (2)

   the extent of dispersion and relative liquidity of the classes; and/or

3. (3)

   the commercial rationale for the difference in the rights.