DTR 1B
Introduction (Corporate governance)
DTR 1B.1
Application and purpose (Corporate governance)
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Purpose: Audit committees
DTR 1B.1.1
See Notes
The
purpose of the requirements in DTR 7.1 is to implement parts of the Audit
Directive which require issuers that
are required to appoint a statutory auditor to
appoint an audit committee or have a body performing equivalent functions.
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Application: Audit committees
DTR 1B.1.2
See Notes
Except as set out in DTR 1B.1.3 R, DTR 7.1 applies
to an issuer:
(2) which is required to appoint a statutory
auditor.
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Exemptions
DTR 1B.1.3
See Notes
DTR 7.1 does not apply to:
[Note: Article 41.6(a) of the Audit Directive]
[Note: Article 41.6(c) of the Audit Directive]
(1) any issuer which
is a subsidiary undertaking of
a parent undertaking where the parent undertaking is subject to DTR 7.1, or
to requirements implementing Article 41 of the Audit
Directive in any other EEA State;
[Note: Article 41.6(a) of the Audit Directive]
(2) any issuer the sole
business of which is to act as the issuer of asset-backed
securities provided the entity makes a statement available to
the public setting out the reasons for which it considers it is not appropriate
to have either an audit committee or an administrative or supervisory body
entrusted to carry out the functions of an audit committee;
[Note: Article 41.6(c) of the Audit Directive]
(3) a credit institution whose shares are not admitted
to trading and which has, in a continuous or repeated manner,
issued only debt securities provided
that:
(a) the total nominal amount of all
such debt securities remains
below 100,000,000 Euros; and
(b) the credit
institution has not been subject to a requirement to publish
a prospectus in accordance with section 85 of the Act.
[Note: Article 41.6(d) of the Audit
Directive]
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Purpose: Corporate governance statements
DTR 1B.1.4
See Notes
The purpose of the requirements
in DTR 7.2 is
to implement parts of the Fourth Company
Law Directive and the Seventh
Company Law Directive (including those Directives as applied
to banking and insurance companies) which require companies to publish a corporate
governance statement.
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Application: Corporate governance statements
DTR 1B.1.5
See Notes
Except as set out in DTR 1B.1.6 R, DTR 7.2 applies
to an issuer:
(2) which is a company within the meaning of section 1(1) of the Companies
Act 2006.
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DTR 1B.1.5A
See Notes
LR
9.8.7A R, LR
14.3.24 R and LR 18.4.3 R (2) extend
the application of DTR 7.2 (Corporate governance statements) for certain overseas
companies which have securities admitted
to the official list maintained
by the
FSA
in accordance with section 74 (The official
list) of the Act.
- 06/08/2010
Exemption
DTR 1B.1.6
See Notes
The rules in DTR 7.2.2 R, 7.2.3 R and 7.2.7 R do
not apply to an issuer which
has not issued shares which
are admitted to trading unless
it has issued shares which
are traded on an MTF.
[Note: Article 46a(3) of the Fourth
Company Law Directive]
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DTR 1B.2
Modifying rules and consulting the FSA
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DTR 1B.2.1
See Notes
The rules and guidance provisions in DTR
1A.2 are deemed to apply to corporate
governance rules as they apply to transparency
rules.
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