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UK FCA – Diversity and inclusion on company boards and executive management of listed entities (PS22/3)

28 April 2022

The UK FCA published their final policy decision for proposals outlined in CP 21/24 ‘Diversity and inclusion on company boards and executive committees’.

These measures will improve transparency on the diversity of company boards and their executive management for investors and other market participants, increasing engagement on this area and informing investment decisions, subject to effective reporting on the representation of women on boards.

Proposed changes:

New Listing Rules (LR 9.8.6R(9) and LR 14.3.33R(1)) to require, as an ongoing listing obligation, issuers that are in scope to include a statement in their annual financial report setting out whether they have met specific board diversity targets on a ‘comply or explain’ basis, as at a chosen reference date within their accounting period and, if they have not met the targets, why not.


Increase transparency for investors in the diversity of boards and executive management of certain companies with UK listed equity shares or certificates representing equity shares.

The targets are:

  • At least 40% of the board are women
  • At least one of the senior board positions (Chair, Chief Executive Officer (CEO), Senior Independent Director (SID) or Chief Financial Officer (CFO)) is a woman.
  • At least one member of the board is from a minority ethnic background

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