Financial Services and Markets Act 2000, section 91

Penalties for breach of Part 6 rules

Part VI Official Listing

[[F770,F771 (1)If the [F712 FCAF712] considers that—

(a)an issuer of listed securities, or

(b)an applicant for listing,

has contravened any provision of listing rules, it may impose on him a penalty of such amount as it considers appropriate.

F772 (1ZA). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F771]

F773 (1A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F774 (1B)If the [F712 FCAF712] considers—

(a)that a person has contravened—

(i)a provision of [F775 qualifying transparency legislationF775] , or

(ii)a provision of corporate governance rules, or

(b)that a person on whom a requirement has been imposed under section 89L (power to suspend or prohibit trading of securities in case of infringement of applicable transparency obligation), has contravened that requirement,

it may impose on the person a penalty of such amount as it considers appropriate.F774]

(2) If, in the case of a contravention [F776 by a person F776] referred to in subsection [F777 (1), F778 ... F779 ... or [F780 (1B)(a)(ii) or (b) F780,F777]] [F781 (“P”) F781] , the [F712 FCA F712] considers that [F782 another person F782] who was at the material time a director of [F783 P F783] was knowingly concerned in the contravention, it may impose upon him a penalty of such amount as it considers appropriate. F770]

[F784 (2A)If—

(a)a person has contravened a provision mentioned in subsection (1B)(a)(i), and

(b) the FCA considers that another person (“A”), who was at the material time a relevant officer of the person, was knowingly concerned in the contravention,

the FCA may impose upon A a penalty of such amount as it considers appropriate.

(2B) In subsection (2A) “relevant officer” of a person means—

(a)a director or other similar officer of the person, or

(b)if the affairs of the person are managed by its members, a member of the person.F784]

(3)If the [F712FCAF712] is entitled to impose a penalty on a person under this section in respect of a particular matter it may, instead of imposing a penalty on him in respect of that matter, publish a statement censuring him.

(4)Nothing in this section prevents the [F712FCAF712] from taking any other steps which it has power to take under this Part.

(5)A penalty under this section is payable to the [F712FCAF712] .

(6)The [F712FCAF712] may not take action against a person under this section after the end of the period of [F7853 yearsF785] beginning with the first day on which it knew of the contravention unless proceedings against that person, in respect of the contravention, were begun before the end of that period.

(7)For the purposes of subsection (6)—

(a)the [F712FCAF712] is to be treated as knowing of a contravention if it has information from which the contravention can reasonably be inferred; and

(b)proceedings against a person in respect of a contravention are to be treated as begun when a warning notice is given to him under section 92.

Definitions used in section 91

the FCA

(2) The Financial Conduct Authority is in this Act referred to as “the FCA”.

Defined in s.1A(2) · see it in the full Act

“the FCA” means the Financial Conduct Authority;

Defined in s.417(1) · see it in the full Act
issuer

(a) section 102A(1), (2) and (6) (meaning of “securities” and “issuer”);

Defined in Sch.10A para.8(6) · see it in the full Act
listed securities

“listed securities” means anything which has been admitted to the official list;

Defined in s.102C · see it in the full Act
listing

“listing” has the meaning given in section 74(5);

Defined in s.102C · see it in the full Act
listing rules

“listing rules” has the meaning given in section 73A;

Defined in s.102C · see it in the full Act

(2) Provisions of Part 6 rules expressed to relate to the official list are referred to in this Part as “listing rules”.

Defined in s.73A(2) · see it in the full Act
qualifying transparency legislation

“qualifying transparency legislation” has the meaning given in section 89K(5A);

Defined in s.102C · see it in the full Act

(5A) In this Part “qualifying transparency legislation” means—

(a)transparency rules,

(b)any EU regulation, originally made under the transparency obligations directive, that is assimilated direct legislation,

(c)regulations made by the Treasury under regulation 71 of the Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 for a purpose specified in paragraphs 10 to 20 of Schedule 2 to those Regulations, or

(d)technical standards made by the FCA under regulation 72 of those Regulations for a purpose specified in paragraphs 31 to 35 of that Schedule.

Defined in s.89K(5A) · see it in the full Act
rule

“rule” means a rule made by the FCA or the PRA under this Act;

Defined in s.417(1) · see it in the full Act
director

“director”, in relation to a body corporate, includes—

(a)

a person occupying in relation to it the position of a director (by whatever name called); and

(b)

a person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of that body are accustomed to act;

Defined in s.417(1) · see it in the full Act

Cases considering section 91 (4)

Craig Francis Donaldson & Anor v The Financial Conduct Authority

[2025] UKUT 185 (TCC) · 16 June 2025

Applies the statutory power to impose penalties on directors knowingly concerned in an issuer’s contravention of listing rules. The Applicants fell within the provision, but the Tribunal reduced the penalties as appropriate action on the References (see paras [3]; [484]-[485]; [625]-[628]).

The Financial Conduct Authority v Carillion Plc

[2020] EWHC 2146 (Ch) · 7 August 2020

Applies the three-year limitation period for beginning the sanction process and treats the giving of a Warning Notice as the commencement of proceedings for that purpose.

Hall v Cable and Wireless Plc

[2009] EWHC 1793 (Comm) · 21 July 2009

Section 91 was identified as giving the Financial Services Authority power to impose a penalty for contravention of listing rules. That regulatory remedy supported the conclusion that Parliament had not intended a private damages action. (see paras [14]-[16])

What each judgment says about section 91 is in the case-law panel in the full Act.

Explanatory note

184.This section gives the competent authority a power to impose financial penalties on issuers who have breached the listing rules.  Under the FS Act 1986, the competent authority can issue private or public censures or suspend or cancel the listing of securities.  The additional power conferred by this section is intended to provide further flexibility in this area. The competent authority will also be able to impose penalties upon present and former directors (which is defined in section 417 to include shadow directors) who were knowingly involved in a breach of the listing rules.  However, it may not impose a penalty later than two years after it first became aware of the breach.

185.Section 92 sets out the procedures the competent authority must follow when imposing a penalty. The competent authority is also required to publish a statement of its policy as regards penalties (see sections 93 and 94).  Before issuing or altering such a statement, the competent authority must consult on its proposals.

All the explanatory notes for the Act

Amendments and notes

19 notes from legislation.gov.uk

Amendments

  1. F769S. 91 heading substituted (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 7(4)
  2. F770S. 91(1)(2) substituted (1.7.2005) by The Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005 (S.I. 2005/381), regs. 1(2), 4, Sch. 1 para. 4
  3. F771S. 91(1)(1ZA) substituted for s. 91(1) (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 6(2)
  4. F712Words in ss. 89A-97 substituted (24.1.2013 for specified purposes, 1.4.2013 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 16(2)(3)(g), 122(3) (with Sch. 20); S.I. 2013/113, art. 2(1)(c), Sch. Pt. 3; S.I. 2013/423, art. 3, Sch.
  5. F772S. 91(1ZA) omitted (3.7.2016) by virtue of The Financial Services and Markets Act 2000 (Market Abuse) Regulations 2016 (S.I. 2016/680), regs. 1, 8(3)(a)
  6. F773S. 91(1A) omitted (30.1.2024 for specified purposes, 19.1.2026 in so far as not already in force) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 9(2) (with regs. 48-50); S.I. 2025/1078, reg. 5(b) (with reg. 12)
  7. F774S. 91(1B) inserted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 6(3)
  8. F775Words in s. 91(1B)(a)(i) substituted (31.12.2020) by The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707), regs. 1(2), 30(3) (with savings in S.I. 2019/680, reg. 11 (as amended by S.I. 2019/1234, regs. 1(3), 29(2))); 2020 c. 1, Sch. 5 para. 1(1) this amendment is subject to savings and/or transitional provisions, see the commentary.
  9. F776Words in s. 91(2) substituted (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 7(3)(a)
  10. F777Words in s. 91(2) substituted (8.11.2006) by Companies Act 2006 (c. 46), ss. 1272, 1300(1)(a), Sch. 15 para. 6(4)
  11. F778Word in s. 91(2) omitted (3.7.2016) by virtue of The Financial Services and Markets Act 2000 (Market Abuse) Regulations 2016 (S.I. 2016/680), regs. 1, 8(3)(b)
  12. F779Word in s. 91(2) omitted (30.1.2024 for specified purposes, 19.1.2026 in so far as not already in force) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 9(3) (with regs. 48-50); S.I. 2025/1078, reg. 5(b) (with reg. 12)
  13. F780Words in s. 91(2) substituted (26.11.2015) by The Transparency Regulations 2015 (S.I. 2015/1755), regs. 1(3), 4(2)(a)
  14. F781Words in s. 91(2) substituted (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 7(3)(b)
  15. F782Words in s. 91(2) substituted (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 7(3)(c)
  16. F783Word in s. 91(2) substituted (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 7(3)(d)
  17. F784S. 91(2A)(2B) inserted (26.11.2015) by The Transparency Regulations 2015 (S.I. 2015/1755), regs. 1(3), 4(2)(b)
  18. F785Words in s. 91(6) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 20, 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

Modifications

  1. C313S. 91(6)(7) applied (with modifications) (1.12.2001) by S.I. 2001/2957, arts. 1, 11(4)-(6); S.I. 2001/3538, art. 2(1)