FCA Board Diversity and Inclusion Rules


Last year, the UK’s Financial Conduct Authority (FCA) published their policy rules on 'diversity and inclusion on company boards and executive management', which sets out diversity targets for certain listed companies. Under these rules the FCA are seeking to improve transparency on board diversity for investors and encourage greater diversity in practice. 

The new rules require applicable companies to include the relevant disclosures in their annual reports for financial years starting on or after 1 April 2022. Therefore, many companies will be considering these disclosures in their accounts this year.

Today, Wednesday 8 March 2023, is International Women's Day; a day for celebrating the social, economic, cultural, and political achievements of women. The day also serves as a reminder to focus greater attention on women's rights, gender equality and equal opportunities. This year's theme is #EmbraceEquity.

We have therefore set out below a reminder of the rules, which companies they apply to, and the requirements. If you have any further questions please do not hesitate to contact Marc Proudfoot or Shona Chandarana within our Capital Markets team.

Reminder – The Targets


  • At least 40% of board members should be women;
  • At least one of the senior positions of the board (Chair, CEO, SID or SFO) should be a woman; and
  • At least one individual on the board should be from a minority ethnic background.

Reminder – Those Affected:


Companies which a premium or standard listed UK and overseas companies with equity shares or certificates representing shares.

Included are closed-ended investment funds (such as VCTs or Investment Trusts) and sovereign-controlled companies.


Open-ended investment companies.

Shell companies.

Issuers of listed debt and debt-like securities.

Companies or investment funds with their shares admitted to AIM.

Companies listed on the Specialist Fund Segment


Listed companies that have directors or senior executive management located overseas are also given greater flexibility where local law prevents the collection or publication of relevant data. But this still requires an explanation regarding the extent to which it is unable to make the numerical disclosures and complete the tables.


What needs to be done? 

  1. In their annual report, companies must report on whether they have met these targets, and if they have not, provide an explanation as to why.
  2. Companies must also publish their statistics on the sex or gender identity and ethnic diversity of their board and senior management, as well as an explanation of the company’s approach to collecting this data.
  3. Companies must now also include a description of the board's diversity policy, which must cover the company’s remuneration, audit and nomination committees, as well as an extension of the diversity criteria to include age, gender, education, professional backgrounds, ethnicity, sexual orientation, disability and socio-economic backgrounds.

For more information, please see:

Our previous article on the FCA's rules:

The FCA's publication:

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