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United Kingdom

United Kingdom

Financial Conduct Authority (FCA)

Applicable to








Key requirements

The ‘comply or explain’ targets proposed by the FCA are for at least 40% of the board to be women; at least one senior board position to be held by a woman; and at least one board member to be from a non-white ethnic minority background. Senior board positions include chair, chief executive officer, chief financial officer and senior independent director.

The FCA said that the targets were not ‘quotas’, but rather designed to “provide a positive benchmark for issuers to report against”. The ‘comply or explain’ approach will allow overseas issuers, for example, to explain any national or cultural context impacting on progress.

The consultation runs until 22 October, and the new rules are expected to follow.


Under proposed amendments to the Listing Rules, listed companies would be required to publish an annual ‘comply or explain’ statement on whether they have achieved certain targets on board diversity, along with data on the gender and ethnic breakdown of the company’s board and most senior level of executive management.


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