Corporate Disclosure

The European Securities and Markets Authority (ESMA) has today issued regulatory technical standards (RTS) specifying the implementation of certain provisions in the Prospectus Regulation (PR). 

ESMA’s RTS cover the following areas of PR provisions:

  • Key financial information to be disclosed by issuers for the prospectus summary;
  • Data for classification of prospectuses and the practical arrangements to ensure that such data is machine readable;
  • Advertisements disseminated to retail investors;
  • Requirements to publish supplements to a prospectus;
  • Publication of a prospectus; and
  • Arrangements for the notification portal used for passporting prospectuses.

These final RTS incorporate stakeholder feedback from an earlier consultation. The Final Report provides an overview of the consultation responses to each question and contains the changes to the draft RTS, setting out the reasoning for such amendments in light of the feedback received.

Under the new PR, ESMA is mandated to develop draft RTS by 21 July 2018. The draft RTS have been sent to the European Commission for endorsement. The new Prospectus Regulation entered into force in June 2017 and will be fully applicable by 21 July 2019.

The European Securities and Markets Authority (ESMA) has published its response to the European Commission (EC) Consultation Document seeking feedback to evaluate the Fitness of the European Union (EU) framework for public reporting by companies (Fitness Check). ESMA’s response focuses on those matters falling under the remit of securities regulators, and emphasises the requirements applicable to issuers admitted to trading on regulated markets.

ESMA, consistent with its prior positions, strongly disagrees with the introduction of the possibility to modify the content of IFRS as issued by the International Accounting Standards Board (IASB) (a mechanism known as ‘carve-in’).

 

In ESMA’s view, any European-specific adjustments to IFRS would defy one of the key objectives of the IAS Regulation, namely that financial reporting standards applied by listed issuers are accepted internationally and are truly global standards. On the contrary, the EU should show leadership in reaffirming its commitment to IFRS. This in turn would increase its ability to influence the development of IFRS, which the EU should continue to actively do as part of the IASB’s due process.

 

ESMA also urges the EC to swiftly endorse the draft RTS on European Single Electronic Format (ESEF) in order to provide certainty to the relevant market stakeholders and ensure timely preparedness of both software and issuers’ capabilities.

 

Additionally, ESMA commented on the following three issues:

  • Endorsement criteria:

ESMA believes that the primary objective of endorsed accounting standards remains to promote transparency and better decision-making in financial markets and, therefore, they should be considered as neutral with respect to other public policy objectives. In ESMA’s view, this approach also supports long-term investment decisions. We strongly believe that the current endorsement process already provides the necessary safeguards to the European public good, by providing the possibility for the non-endorsement of a standard, which is not conducive to European public good;

  • Non-financial information:

Whilst it is premature to assess the impact of the recent developments in the EU framework in this area, preliminary analysis indicates that probably the effectiveness of the disclosure framework would have been greater had the Non-Financial Information Directive set up or indicated a specific framework and accepted a single set of standards to report this type of information; and

  • Enforcement:

ESMA also wishes to take the opportunity to highlight again the need for deeper harmonisation through EU-level legislative measures in the area of enforcement of financial information and the benefits on investors’ confidence and development of the EU Single Market.