FCA: Primary Market Bulletin 57

On 25 July 2025 the FCA published Primary Market Bulletin 57 (PMB 57) in which it finalises certain changes to the Knowledge Base, consults on further amendments, and highlights upcoming changes to the National Storage Mechanism and certain UK MAR notification forms.

Knowledge base changes

In PMB 57 the FCA:

• Finalises five Technical Notes previously consulted on in PMB 55 – the FCA did not receive any responses to its consultation on these.
• Reconsults on Technical Note 710 (Sponsor Services: Principles for Sponsors) which it previously consulted on in PMB 48 and PMB 53. It has made further suggested changes in response to feedback received.
• Consults on a new Technical Note relating to the application of complex financial history and significant financial commitment rules for prospectuses (this follows on from an initial consultation last year as part of CP24/12). When finalised, the guidance is intended to be used by companies preparing prospectuses under existing law. The FCA will then aim to update it to align to its new prospectus rules which will take effect in January 2026. However, subject to responses to PMB 57, it does not expect to make material changes to its approach in view of the new rules.

The deadline for any comments on the proposed new and updated Technical Notes is 12 September 2025.

National Storage Mechanism

The FCA highlights changes to the National Storage Mechanism (NSM) that will come into effect on 3 November 2025 and that issuers should be aware of. The FCA will be publishing additional supporting materials before the changes come into effect, including updated NSM submitter and user guides.

Streamlining submissions of UK MAR notification forms

The FCA notes that it will be updating its delayed disclosure of inside information and PDMR notification portal later this year, with the changes designed to make the forms easier and quicker for submitters to complete, reduce errors and ensure greater consistency in the information the FCA receives. It will publish further details (including guidance and updated materials) in due course.

(FCA: Primary Market Bulletin 57, 25.07.2025)

ISS: Launch of annual global benchmark policy survey

On 25 July 2025 Institutional Shareholder Services (ISS) launched its annual global benchmark policy survey. This is a key element of its annual policy development process for potential policy changes for 2026 and beyond. 

This year’s survey begins with core governance topics, including shareholder rights in relation to multi-class capital structures, considerations with regard to shareholder proposals, and board governance, with a focus on director over boarding. It then solicits views on both non-executive director pay and on executive compensation, including equity time-based versus performance-based long-term executive incentives, say-on-pay responsiveness policy in the U.S., modification or removal of ESG metrics for in-flight awards in the U.S. and Canada, and hybrid equity incentive plans in the United Kingdom. The survey then covers evolving potential governance and risk management issues with regard to artificial intelligence, biodiversity, cybersecurity, and human rights. Finally, the survey invites views on board diversity and on shareholder proposals on diversity, equity and inclusion topics in the U.S.

The survey is scheduled to close on 22 August 2025. 

(ISS: Annual global benchmark policy survey, 25.07.2025)

Parliament: The Protection and Disclosure of Personal Information (Amendment) Regulations 2025 (SI 2025/874)

On 18 July 2025, The Protection and Disclosure of Personal Information (Amendment) Regulations 2025 (SI 2025/874) were published. These regulations, made on 15 July 2025, widen the range of circumstances in which individuals may apply to the Registrar of Companies (Registrar) at Companies House to protect their personal information where it appears on the public register so that it is not publicly available.

The regulations introduce the second part of the privacy reforms being introduced by the Economic Crime and Corporate Transparency Act 2023, bringing in further measures to protect personal information on the public registers held by Companies House. They expand the already existing address protection regime, enabling the protection of ‘usual residential addresses’ in most cases where they appear on the register. They also allow for the protection of an individual’s signature, business occupation, and day of date of birth. 

Once the regulations are in force, anyone will be able to make an application for protection of their residential address, signature, business occupation, and day of date of birth. Individuals will not need to justify the need for such protection or meet any additional conditions although Companies House will retain all protected information to share with law enforcement agencies and other public authorities when required to. 

However, an individual cannot apply to protect an address that a company must keep on the register, for example a live ‘registered office address’ or ‘single alternative inspection location address’, unless it also appears on the register as their own current address (for example their ‘service address’ as a director). In this case, if the address relates to a current appointment for a live company, the individual must provide a replacement service address in the application to be included on the register. 

An individual also cannot apply to protect information contained within certain filings related to charges, or that would require the Registrar to make an entity’s name unavailable for public inspection, as set out under regulations 2(3) and 5(6)(a). 

Among other things, the regulations also expand the grounds on which People with Significant Control (PSCs) can make an application to request the Registrar to refrain from disclosing their residential address to a credit reference agency and make other minor amendments to secondary legislation relating to PSCs, which are applied to limited liability partnerships (LLPs) and eligible Scottish partnerships. 

In addition, the regulations make some amendments to company law provisions as applied to LLPs and unregistered companies. These amendments apply the new provisions relating to protection of personal information to these types of entities with modifications to ensure the framework for other entities keeps in step with that for companies.

The regulations come into force on 21 July 2025, save for Part 11 (Amendments to the Overseas Companies Regulations 2009) which comes into force when section 167J Companies Act 2006 (required information about a director: individuals) comes fully into force. 

(Parliament: The Protection and Disclosure of Personal Information (Amendment) Regulations 2025 (SI 2025/874 and Explanatory Memorandum, 18.07 2025)

Parliament: The Companies (Directors’ Report) (Payment Reporting) Regulations 2025 - Draft

On 18 July 2025, The Companies (Directors’ Report) (Payment Reporting) Regulations 2025 were published in draft. These regulations amend the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (S.I. 2008/410) (the 2008 Regulations) and introduce new reporting requirements for large companies to annually report on their payment practices and performance.

The regulations introduce a new Part 9 to Schedule 7 to the 2008 Regulations to provide new requirements on large companies to make statements in the Directors’ Report concerning the company’s payment practices and performance by them in respect to suppliers (unless such companies are excepted). These include a statement describing the payment period in the company’s standard payment terms with suppliers and details of any variations in those payment terms agreed with any supplier in the financial year. 

The Explanatory Memorandum states that including payment practices and performance data within Directors’ Reports will have the effect of providing this data to key stakeholders, including a company’s auditors and shareholders. This will allow investors to have a better opportunity to scrutinize a company’s payment practices and company’s external auditors are required to read the Director’s Report and identify any material misstatements within it.

It is intended that these regulations will come into force on 1 January 2026 and apply in respect of financial years beginning on or after that date.

(Parliament, The Companies (Directors’ Report) (Payment Reporting) Regulations 2025 – Draft and Explanatory Memorandum, 18.07.2025)

FRC: TAC Survey on ISSB's Exposure Draft on Proposed Amendments to the SASB Standards

On 29 July 2025, the Financial Reporting Council (FRC), as secretariat to the UK Sustainability Disclosure Technical Advisory Committee (TAC), published a survey seeking views from stakeholders on the International Sustainability Standards Board (ISSB)’s recently proposed amendments to the Sustainability Accounting Standards Board (SASB) Standards. 

The ISSB proposed the amendments earlier in July (see here for more information) and in preparing its response, the TAC is seeking  views from all UK stakeholders, including both users and preparers of sustainability reporting, sectoral/thematic/SASB Standard experts, data providers, and other interested bodies. Their perspectives will be taken into consideration as the TAC’s response is developed.

The deadline for responding to the survey is 29n August 2025 and a short, anonymised summary of the survey results will be published by November 2025.

(FRC, UK Sustainability Disclosure TAC seeks views on ISSB amendments, 29.07.2025)

DBT: Late payments consultation –Tackling poor payment practices

On 31 July 2025, the Department for Business and Trade (DBT) published a consultation document seeking views on a package of legislative measures aimed at addressing late payments, and ensuring businesses are paid fairly and on time.

The consultation paper states that late payment is characterised by four different but inter-related problems, and the proposed measures set out in the consultation paper aim to address them all. The problems the measures aim to address are:

• Late payments: Where businesses fail to pay an invoice within agreed payment terms (30 days where no specific terms have been agreed). 
• Long payment terms: Where payment terms are agreed over extended periods, beyond 60 days.   
• Disputed payments: Where businesses disagree over the goods or services supplied and payment is delayed or reduced.  
• Unfair practice around retention payments: Specific to the construction sector, where retained money can be lost through upstream insolvency or subject to late, partial or non-payment. 

The proposed package of measures on tackling late payments include the following: 

Audit committees and board-level scrutiny of large company payment practices

In September 2024, the government reaffirmed commitments to legislate on audit committees and other board level responsibilities to improve payment practices. The government believes further positive change could be achieved by increasing discussion and scrutiny of large companies’ payment practices at board level.

A possible suggested option is ensuring boards or audit committees, where companies have them, provide commentary and make recommendations regarding payment performance to the directors before the data is submitted to the government and included in the Director’s Report. This would include data provided as part of the Reporting on Payment Practices and Performance Regulations 2017, and any interest on late payment liabilities. Another is ensuring the Small Business Commissioner writes to boards and audit committees when both undertaking payment performance reporting assurance and when investigating any other matter relating to a companies’ payment practices.

Maximum payment terms

Amendments would be made to The Late Payment of Commercial Debts (Interest) Act 1998, removing the exemption that allows businesses to agree to payment terms longer than 60 days if considered not ‘grossly unfair’. This will effectively limit payment terms between UK businesses to 60 days. Subject to further consultation, this limit may subsequently be reduced from 60 days to 45 days after 5 years.

Deadline for disputing invoices and mandatory statutory interest

The Late Payment of Commercial Debts (Interest) Act 1998 would be amended to introduce a 30-day invoice verification period. Businesses who wish to raise a dispute will need to do so within 30 days of receiving an invoice, otherwise they will be liable to pay the invoice in full within the agreed payment terms, alongside any statutory interest or debt recovery costs if the invoice is paid late.

That Act would also be amended to make the statutory interest rate payable on late payments mandatory. This will remove the ability to negotiate compensation rates lower than the statutory rate. This will increase existing financial incentives to pay invoices on time.

Financial penalties for persistent late payers

There would be new legislation to give stronger powers to the Small Business Commissioner (SBC) to empower them to wield fines against firms who persistently choose to pay their suppliers late, with penalties based on businesses’ unpaid statutory interest liability.

Additional powers for the SBC, including assurance of payment reporting data

The Enterprise Act 2016 would be amended to give additional powers to the SBC. The additional powers would improve the SBC’s ability to conduct investigations into poor business to business  payment behaviour (beyond its current complaints scheme), allow it to provide legally binding arbitration in disputes, and impose financial penalties or make arbitration awards after an investigation or arbitration process.

The SBC would also be given power to investigate the accuracy of the payment reporting data that large businesses provide under The Reporting on Payment Practices and Performance Regulations 2017.

The consultation closes on 23 October 2025.

(DBT, Late payments consultation –Tackling poor payment practices, 31.07.2025)
(DBT, UK Government unveils its Small Business Plan to support SMEs across the country, 31.07.2025)