ARTICLE
18 March 2026

Corporate Law Update: 7 - 13 March

M
Macfarlanes LLP

Contributor

Macfarlanes is a pre-eminent law firm advising a global client base across Private Capital, Private Wealth, M&A and Disputes. We are large enough to handle the most complex and demanding mandates yet focused enough to remain agile and responsive. Our size enables us to know each other well, collaborate seamlessly and adapt quickly to our clients’ evolving needs. Our independence shapes the way we work. We foster genuine partnership, encourage individual responsibility and empower our people to think creatively in pursuit of practical, effective solutions.
The Parker Review Committee has published its latest update report on progress towards improving ethnic diversity among the senior management of UK companies.
United Kingdom Corporate/Commercial Law
Macfarlanes LLP are most popular:
  • within Energy and Natural Resources topic(s)

This week:

Parker Review publishes its latest report on ethnic diversity in senior management

The Parker Review Committee has published its latest update report on progress towards improving ethnic diversity among the senior management of UK companies.

The Parker Review Committee was established in 2015 to conduct an official review into levels of ethnic diversity on UK company boards. Its recommendations have been refined over time and are now as follows.

  • There should be at least one ethnic minority director on each FTSE 100, FTSE 250 and large private company board by 2021, 2024 and 2027 respectively.
  • FTSE 350 companies should set a target by December 2023, to be achieved by December 2027, for senior management who self-identify as being in an ethnic minority.
  • Companies should develop mechanisms to identify, develop and promote people from ethnic minorities and set objectives for pipeline development.
  • A company's annual report should describe its policy on ethnic diversity. Companies that do not meet recommendations by the relevant date should explain why in their annual report.

The Committee reports annually on the progress made towards its targets.

The latest report sets out progress made against the recommendations as at December 2025, based on a voluntary census of FTSE 350 boards and the 50 largest private companies.(All FTSE 100 companies, 92% of FTSE 250 companies and 36 private companies responded to the census.)

The report notes the following key points.

Oneethnic minority director on the board

  • 98% of FTSE 100 companies had at least one ethnic minority director on their board (up from 95% in 2024 and 96% in 2023).
  • However, two years after the target date, the equivalent figure for FTSE 250 companies is 82%.Although up from 70% in 2023, this is the same level as achieved in 2024 and shows no further progress towards the target.
  • Of the 36 private companies that responded to the census, only 58% had one ethnic minority director on their board.Although this is higher than both 2023 (44%) and 2024 (48%), at the current rate, it seems unlikely that the private company target will be met in 2027.

Ethnic minority representation on boards

  • Ethnic minority directors accounted for 20% of all FTSE 100 directorships (up slightly from 19% in 2024 and 2023).
  • Similarly, the proportion of ethnic minority directorships of FTSE 250 companies rose slightly to 16% (from 15% in 2024).
  • By contrast, only 12% of director positions in the 36 private companies that responded to the survey were occupied by ethnic minority directors (down slightly from 13% in 2024).

Ethnic minority in senior management

Not all companies that responded to the census provided data at senior management level.Some companies provided senior management data but had not set formal targets in line with the Parker Review recommendations.

  • On average, FTSE 100 companies set a target of 15% of senior management from an ethnic minority by 2027.However, on average, the proportion companies actually achieved was only 11%.The Review notes that it will be a "tough challenge" to hit the average target by 2027.
  • On average, FTSE 250 companies set a target of 13% by 2027.However, on average, the proportion actually achieved by FTSE 250 companies that responded was 10% (up from 9% in 2024).The average among FTSE 250 companies that had set targets was 11%.
  • Among private companies, the average target by 2027 was 15%, although only 12 companies (one third of those that responded) had set a target.On average, the proportion actually achieved by companies that responded was 10% (up from 9% in 2024).

Read the Parker Review Annual Report 2026 (opens PDF)

FCA consults on changes to prospectus and listing rules

The Financial Conduct Authority (FCA) has published Quarterly Consultation Paper No. 51 (CP26/8), in which it is proposing to make some small changes to its Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM) and to the UK Listing Rules (UKLR).

The PRM applies where an entity is proposing to admit securities to a regulated market in the UK, such as the London Stock Exchange Main Market.The key proposed changes are as follows.

  • Currently, PRM 1.4.12R exempts an entity from the requirement to publish a prospectus if the securities are to be offered or allotted to directors or employees.The FCA is proposing to clarify that this exemption does not apply if the issuer's intention is to use an offer or allotment to a director or employee to place the securities with a third party.
  • Currently, PRM 9.5.2R requires a prospectus on an initial public offering (IPO) to be published at least three working days before the end of the IPO period.The FCA is proposing to clarify that this requirement applies only to retail offers.
  • Currently, PRM 8.2.3R requires a prospectus to include a specific accompanying statement where the prospectus includes a "protected forward-looking statement" (PLFS).The FCA is proposing to clarify that this accompanying statement does not need to be repeated every time where a specific PFLS is included in multiple places in a prospectus.

The FCA has asked for comments on these proposals by 20 April 2026.

The UKLR apply to entities whose securities are admitted to the FCA's Official List.

The FCA is proposing to amend UKLR 6.4.4R(4) to clarify that an issuer will no longer be required to announce a new issue or public offer of securities "as soon as possible".This will resolve a current inconsistency between the UKLR and the PRM, on which we reported previously. Read our previous Corporate Law Update for more information on notification requirements for block listings.

The FCA has asked for comments on this proposal by 23 March 2026.

Read the FCA's Quarterly Consultation Paper No. 51 (CP 26/8) (opens PDF)

Another company brings its shares to PISCES

The Financial Times has reported that board game maker QPlay will become the first private company to make its shares available within the UK's PISCES system, utilising a platform operated by matched bargain facilitator JP Jenkins.

If successful, QPlay's trading window, which is reported to open next week, will occur shortly before TPE Investment Company SA's auction of its "Compartment A" securities on the London Stock Exchange's new Private Securities Market (PSM), the first transaction on the PSM.

Access the Financial Times article on QPlay's admission to PISCES (requires subscription)

Other items

Macfarlanes is a pre-eminent law firm advising a global client base across Private Capital, Private Wealth, M&A and Disputes.

Visit our website to learn more about our services and how we can assist.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

[View Source]

Mondaq uses cookies on this website. By using our website you agree to our use of cookies as set out in our Privacy Policy.

Learn More