CP12/25: Enhancing the effectiveness of the Listing Regime and feedback on CP12/2

Our response to the FSA

Victoria Richardson
Primary Markets Policy
Financial Services Authority
25 the North Colonnade
Canary Wharf
London E14 5HS

31st December 2012

Dear Victoria

CP12/25: Enhancing the effectiveness of the Listing Regime and feedback on CP12/2

Thank you for giving us the opportunity to take part in the above consultation. I have pleasure in enclosing The Investor Relations Society’s response.

The Investor Relations Society’s mission is to promote best practice in investor relations; to support the professional development of its members; to represent their views to regulatory bodies, the investment community and government; and to act as a forum for issuers and the investment community. The Investor Relations Society represents members working for public companies and consultancies to assist them in the development of effective two way communication with the markets and to create a level playing field for all investors. It has over 650 members drawn both from the UK and overseas, including the majority of the FTSE 100 and much of the FTSE 250.

In our response to this consultation we have not answered each question as set out in the document preferring instead to give our responses to areas we feel of most relevance to our members. We feel this will give you a better overall impression of how we expect the amendments to affect our members, as issuers of predominantly large market capitalisation and their specialist advisors.
We address a number of areas in our response but this is a summary of our key points:

• We believe that the requirement each premium listed share in a class must have equal voting power should remain.

• We feel the proposal for a requirement for a listed company to notify any non-compliance with continuing obligations to be a high burden and harsh provision for issuers.

• We agree with the definition of a controlling shareholder set at 30% and note that this is already common with practitioners as a previous threshold.

• We are strongly supportive of the measure that holdings of individual fund managers in an organisation should be treated separately provided investment decisions with regard to the acquisition of shares are made independently.

• We support the principle of allowing for the election of independent directors through two rounds of voting but we have concerns over practicalities.

• The principle of ‘comply or explain’ is something we strongly endorse and this must be retained as a principle engendering business confidence.

Yours sincerely

Emma Burdett
Chairman of the Policy Committee
The Investor Relations Society
020 7379 5151

Published 3 January, 2013

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