IR & AR WEEKLY ALERTS : ISSUE 116E

A1. UK POATRs and PRM go-live: FCA Knowledge Base updated from 19 January 2026

What happened

The FCA confirmed that on 19 January 2026 it would finalise multiple procedural and technical notes and delete certain legacy guidance notes in its primary markets Knowledge Base, aligned to the POATRs regime and the PRM sourcebook. (FCA)

A2. FCA consultation: Sponsor record-keeping expectations (TN 717.2)

What happened

The FCA opened a consultation to amend TN 717.2 (Sponsors: Record Keeping Requirements), with a response deadline of 16 February 2026. (FCA)

• Even where the obligation sits with the sponsor, issuer transactions often become evidencing exercises. If sponsor record-keeping expectations tighten, issuers should assume increased document requests, clearer decision trails, and more structured file hygiene during transactions.

• The highest friction typically appears when there is a later dispute about what was known, what was challenged, and which assumptions were accepted. Record-keeping requirements tend to shift practice towards contemporaneous written rationale. (FCA)

• For upcoming sponsor-led events, implement a “transaction evidence pack” discipline (board papers, diligence logs, materiality judgments, sign-off minutes).

• Align internal teams on retention locations and version control for deal-critical drafts and disclosures.

• Consider submitting targeted consultation feedback if current sponsor requests already create undue burden or duplicative issuer-side record keeping. (FCA)

A3. FCA updated Technical Note on sustainability-related disclosures (TN 801.4)

What happened

The FCA published an updated TN 801.4 addressing disclosure considerations for sustainability-related matters (including how such matters intersect with prospectus-style disclosure and ongoing issuer obligations). (FCA)

• The practical risk for issuers is not only “what you say” on sustainability, but whether the statement is positioned as aspiration, strategy, risk, or measurable fact, and whether underlying evidencing exists. Misclassification can create avoidable liability and credibility gaps.

• Sustainability narrative is increasingly cross-referenced by investors across prospectuses, annual reports, and market announcements. Inconsistency becomes a governance issue as much as a communications issue. (FCA)

• Re-check sustainability-related forward-looking statements and targets in offering or admission documents for clarity, basis, and caveats.

• Strengthen cross-document consistency controls between the annual report, investor presentation, and any offer-related disclosure pack.

• Maintain an “evidence register” for material sustainability claims (assumptions, data sources, scope boundaries, and responsible owner). (FCA)

A4. London Stock Exchange: ISM Rulebook amendments and POATRs alignment (effective January 2026)

What happened

The London Stock Exchange confirmed amendments to the International Securities Market (ISM) Rulebook, including changes to implement POATRs concepts such as the qualified investor construct, and issued a market notice dated 16 January 2026 confirming the amendments.

• Debt issuers and arrangers using ISM should ensure investor eligibility mechanics (and distribution controls) are consistent with the POATRs-qualified investor framing.

• Changes in definitions and eligibility language can have downstream implications for selling restrictions, offering documentation, and intermediary representations.

• For ISM issuers, review offering documentation boilerplate (investor eligibility and distribution language) against the January 2026 ISM Rulebook.

• Validate that intermediaries’ onboarding and trade controls reflect the “qualified investor only” logic described in the ISM framework.

A5. FRC: UK Corporate Governance Code 2024 Provision 29 becomes operational for FYs beginning on or after 1 January 2026

What happened

The FRC’s UK Corporate Governance Code 2024 includes a staged effective date, with Provision 29 (focused on internal controls-related reporting expectations) applying for financial years beginning on or after 1 January 2026.

• This is not a cosmetic disclosure change. It typically forces a stronger linkage between the internal controls framework, management testing, audit committee oversight, and how the board reports its conclusions in the annual report.

• The market consequence is that internal controls disclosures become more comparable across issuers, which can amplify scrutiny where companies have weak evidence, thin testing, or vague language.

• Agree the internal controls assessment scope and testing calendar early in the year, not at year-end.

• Design an evidence trail suitable for board-level conclusions (including remediation tracking).

• Align finance, risk, internal audit and external auditors on expectations to avoid late-stage drafting disputes.

B1. EU Taxonomy: Delegated Regulation (EU) 2026/73 published, introducing simplifications to disclosure and certain technical screening elements

What happened

A Delegated Regulation referenced as (EU) 2026/73 was published in the Official Journal on 08 January 2026, with stated aims including simplification of aspects of EU Taxonomy reporting and adjustments to elements of technical screening criteria (including DNSH-related simplifications). (EUR-Lex)

• For taxonomy reporters, changes to templates or presentation can alter how “alignment” appears, even if underlying operations are unchanged. That affects investor interpretation and peer comparability.

• For capital allocation narratives, any modification to criteria or DNSH elements can change the feasibility and timing of claiming alignment for capex projects, especially where criteria were previously administratively complex. (EUR-Lex)

• Map current taxonomy disclosures to the updated regulatory text and identify where presentation or data inputs change.

• Update internal taxonomy calculation workpapers so that the “version of criteria” is explicit and auditable.

• Prepare an investor-facing explanation if disclosed KPIs change due to regulatory mechanics rather than business performance. (EUR-Lex)

B2. ESAs: Joint Guidelines on ESG stress testing published (8 January 2026)

What happened

The European Supervisory Authorities published joint Guidelines on ESG stress testing on 08 January 2026. (eba.europa.eu)

• While formally directed at financial entities, the knock-on effect for listed corporates is that lenders, insurers, and investors may increasingly seek structured evidence of transition and physical risk preparedness, and ask for scenario-based narratives rather than generic risk statements.

• For financial sector issuers, this becomes both a supervisory expectation and a disclosure credibility test, because stress testing frameworks often feed Pillar 3, risk reporting, and market communications. (eba.europa.eu)

• If you are a financial issuer: align ESG stress testing governance to board/committee oversight and link outcomes to risk disclosures.

• If you are a non-financial issuer: anticipate that counterparties may request scenario and resilience information that is consistent with what they need for their own stress testing.

• Maintain consistency between scenario narratives used for stress testing and those used in sustainability reporting and investor presentations. (eba.europa.eu)

B3. EU-UK: Memorandum of Understanding on DORA oversight of critical ICT third-party providers

What happened

EU supervisory authorities and UK authorities signed an MoU designed to support cooperation on the oversight of critical ICT third-party providers under the Digital Operational Resilience Act (DORA). (FCA)

• Many issuers rely on cross-border ICT providers that may fall into critical provider oversight. This increases the likelihood that vendor governance, resilience documentation, and incident response readiness will be examined more rigorously and in a more standardised way.

• For listed financial entities, operational resilience has become a material market-facing topic, not only an internal IT concern. Investors increasingly connect outages and cyber incidents to governance quality and risk pricing. (FCA)

• Identify key ICT providers that underpin financial reporting, disclosure pipelines, trading interfaces (where relevant), and customer-facing critical systems.

• Validate that contractual terms, audit rights, incident notifications, and resilience testing meet evolving expectations and can be evidenced.

• Review your annual report risk disclosures and governance narrative to ensure operational resilience language matches actual controls and testing. (FCA)

B4. ESMA: “Clarity in communications on ESG strategies”

What happened

ESMA issued a statement emphasising clearer communication on ESG strategies, targeted at reducing ambiguity and improving interpretability for market participants. (esma.europa.eu)

• The regulatory direction is away from broad, impressionistic ESG messaging and towards precise, evidenced, and bounded statements that investors can reconcile with capex, KPIs, and risk.

• For issuers, the immediate practical risk is “communications drift” across annual reports, sustainability disclosures, and investor presentations, where claims become progressively less anchored to measurable evidence. (esma.europa.eu)

• Apply a discipline of “definition-first” ESG communications: define scope, baseline, timeframe, and measurement method for any material claim.

• Ensure marketing and investor communications teams use the same “claims register” and approved language set used for reporting.

• Stress-test ESG claims in presentations against underlying data and board-approved strategy documents. (esma.europa.eu)

B5. ESMA: Digital and Data strategies adopted (13 January 2026)

What happened

ESMA adopted a new Digital Strategy 2026-2028 and updated its Data Strategy, explicitly linking the agenda to smarter regulatory reporting and burden reduction.

• For issuers and reporting entities, “simplification” often translates into new standardisation requirements rather than fewer expectations. The net effect can be fewer discretionary formats, greater data structuring, and more consistency checks.

• This also aligns with EU-wide initiatives that will make issuer information more accessible and machine-usable, increasing the chance that inconsistencies are flagged quickly by analysts and data vendors.

• Treat disclosure as a data product: standardise tagging, definitions, and data lineage for KPIs used in external reporting.

• Prepare for stricter consistency checks across filings, sustainability disclosures, and market communications, as supervisory and market tooling becomes more data-led.

C1. Switzerland: FINMA Circular 2026/1 on nature-related financial risks becomes effective (from 1 January 2026)

What happened

FINMA’s Circular 2026/1 on nature-related financial risks is effective from 01 January 2026, setting supervisory expectations for how relevant institutions identify, assess, manage and disclose such risks. (Eidgenössische Finanzmarktaufsicht FINMA)

• The direction of travel is that “nature” is being treated similarly to climate risk: governance, risk management, and in due course, disclosure credibility.

• Even for non-financial issuers, Swiss financial counterparties may increasingly request nature-risk related information as part of their own compliance and portfolio risk assessment. (Eidgenössische Finanzmarktaufsicht FINMA)

• If you are a Swiss regulated financial issuer: align nature-risk coverage with existing climate-risk governance and ensure board oversight is explicit.

• If you have Swiss financial counterparties: anticipate enhanced questionnaires and data requests relating to land use, biodiversity exposure, and supply chain sensitivities, and prepare a consistent response pack. (Eidgenössische Finanzmarktaufsicht FINMA)

C2. SIX Swiss Exchange Regulation: listing charges and related amendments effective from 1 January 2026

What happened

SIX Exchange Regulation published a detailed overview of amendments effective 01 January 2026 relating to its list of charges and associated instruments. (SIX)

• While fee changes are operational, they affect budgeting and, for some issuers, transaction planning and listing structure decisions (especially where multiple instruments or segments are involved).

• For IR and finance teams, issuer cost transparency is increasingly part of governance and capital market hygiene, particularly for cross-listed entities managing multi-jurisdiction cost lines. (SIX)

• Validate 2026 exchange fee assumptions in budgets and transaction models for Swiss listings and instruments.

• If planning an admission or further issuance, ensure advisers are working from the 2026 effective schedules. (SIX)

C3. Norway: Euronext publishes 2026 fee book information (including Oslo markets)

What happened

Euronext published fee book information for 2026, including references to Oslo markets. (Oslo Børs)

• For Norway-listed issuers and those considering Oslo listing routes, early clarity on fee schedules supports transaction economics and ongoing compliance cost forecasting.

• Where companies compare listing venues, recurring fees, documentation costs, and annual compliance burdens increasingly sit alongside liquidity and investor access in decision-making. (Oslo Børs)

• Update internal listing cost baselines for 2026 and ensure board-level materials reflect current venue costs if listing strategy is under review. (Oslo Børs)