Diversity and inclusion

New Disclosure Listing Rules On:

Diversity And Inclusion 

Applying From 1 April 2022

FCA PS22/3 20 April 2022

https://www.fca.org.uk/publication/policy/ps22-3.pdf

New Listing Rules disclosures on Diversity and Inclusion were announced by the FCA on 20 April 2022.

In short, a new statement in the annual report is needed on whether specific diversity targets have been met. In addition, requirements for expanded disclosures on diversity in board committees, policy for the board and committees on diversity and to flag wider diversity criteria.

The new annual report disclosure statement will apply, as at a chosen reference date, against these specified targets:

  • 40% or more of the board should be women
  • One or more of the Chair, Senior Independent Director, CEO or CFO is a woman
  • One or more of the board must be from a non-white ethnic background.

In addition, disclosure in annual financial statements in standard numerical form will show the gender and ethnicity of both the Board, and the executive management.

Women include those defined by sex, and self-identifying women.

These requirements apply to Standard and Premium Listed Companies for reporting periods starting on or after 1 April 2022.

The normal “comply or explain” rule applies.

The data collection process is another disclosure issue, and consistency of approach between individuals, targets and numerical results is expected.

Another new disclosure is to explain in the company’s corporate governance statement the diversity policy applying to the board or explain why, if no such policy applies. 

There is flexibility to cope with Data Privacy concerns, and to mesh neatly with current Companies Act requirements. When this is in point companies should disclose their approach.

If the reference date is changed between disclosures, then the reason why must be disclosed. 

Any board changes between the reference date and the date the annual financial report is approved which influence compliance with the targets must be disclosed

The rules also cover closed end investment funds (“Investment Trusts”) and sovereign controlled commercial enterprises. Excluded are open ended investment companies, shell companies (FCA defined) and debt issuers.

Extra voluntary disclosures may include:

  1. A summary of key policies, procedures and processes and any wider context which contributes to improved diversity of the board and executive management.
  2. Mitigating factors or circumstances which may impinge on compliance (e.g., small size or county or primary operation)
  3. Any foreseen risks in continuing to meet, or meeting the requirements in the next accounting period, or any plans to improve board diversity.

September 1791

Declaration on the Rights of Woman

Olympe de Gouges

(1748-93)

Article 10: “woman has the right to mount the scaffold, so she should have the right equally to mount the rostrum”

Olympe de Gouges

https://mediaspace.msu.edu/media/Lecture+2+-+Part+7/1_i1mkbecw

https://chnm.gmu.edu/revolution/d/293

CORPGRO

April 2022

Robert Head

Lead Consultant

Robert works with organisations of all types as a reward consultant or interim reward professional providing reward solutions, interim management and consultancy.

Robert is experienced in working across multiple sectors (including public listed, private equity, commercial, financial, non-profit, and charity).

Robert has deep subject matter reward experience in corporate governance, executive reward, remuneration committees, reward strategy, reward policy, annual bonus, long-term incentives, transformation and change, corporate actions, mergers and acquisitions, and restructuring.

Robert is experienced in stakeholder management working closely with Chairs and executive directors including CEOs and CFOs, non-executive director members of remuneration committees, members of executive committees including business unit CEOs/Presidents, senior HR business partners and other line executives, senior management in other organisations, outside specialists and advisers, and investors.

Robert Head Corpgro

Jane Allen

Lead Consultant

Jane has over 30 years of Reward experience within listed multinational organisations and consultancy environments.

Her expertise covers Total Reward (strategy and programmes), benefits & wellness, pensions, executive compensation, Remuneration Committee support, annual and long-term incentives, VCPs (value creation plans), M&As and restructuring.

Jane has successfully established reward teams and best practices for all key reward processes, leading on complex local and international issues across UK and US listed, family owned, and PE backed ownership structures.

She has a keen interest in ESG and how this can be reflected within Executive Pay to align with the long-term sustainability of businesses. 

Jane is a Fellow of the Pensions Management Institute and a Chartered Insurer. She is an independent Trustee for The Economist Pension Plan.

Damian Carnelll

founder director

CORPGRO is a reward consultancy specialising in executive incentives particularly those connected with growth; and ESG.

Damian has extensive experience advising leading companies on all aspects of executive compensation and equity plans. He was previously with Willis Towers Watson, Aon, and Ernst and Young. 

Damian’s extensive experience in executive compensation and equity plans means he is fully familiar with Corporate Governance norms, institutional shareholder views and proxy voting both advisory and binding.

Damian Carnell Corpgro