Overseas Companies and UK SRS — Secondary Listings and Depositary Receipts

Primary-Listed Overseas Companies Are in Scope

The FCA's proposed Listing Rule amendments apply UK SRS obligations to all companies with a primary listing on a UK regulated market — regardless of where the company is incorporated or headquartered. An overseas company with a primary listing on the London Stock Exchange's Main Market is subject to the same UK SRS requirements as a UK-incorporated listed company. This includes the full requirements of UK SRS S1 and S2, the statement of compliance, and all associated metrics, targets, and narrative disclosures.

This approach is consistent with the FCA's general principle that listing obligations attach to the listing, not to the country of incorporation. A company that chooses to access UK capital markets through a primary listing accepts the disclosure obligations that come with that listing. The rationale is investor protection: UK investors purchasing shares in a primary-listed company are entitled to the same quality and consistency of sustainability disclosures regardless of where the company is domiciled.

For overseas companies with a primary UK listing, the practical implications are significant. These companies must comply with UK SRS even if they are also subject to sustainability reporting requirements in their home jurisdiction. Where the home jurisdiction's requirements are based on ISSB standards — as UK SRS is — there may be substantial overlap. Where the home jurisdiction follows a different framework, such as the EU's Corporate Sustainability Reporting Directive, the company may need to prepare disclosures under both regimes.

Secondary Listings — Different Rules

Companies with a secondary listing on a UK regulated market are treated differently. Under the FCA's proposals, secondary-listed companies are not required to comply with UK SRS in full. Instead, they are required to disclose what sustainability reporting requirements apply in their home jurisdiction and to provide their home-jurisdiction sustainability disclosures to the UK market. This is a disclosure-of-home-requirements approach, not a full UK SRS compliance obligation.

The rationale for this distinction is pragmatic. A secondary listing typically represents a smaller proportion of the company's total market capitalisation, and the company's primary regulatory relationship is with its home jurisdiction. Imposing full UK SRS compliance on secondary-listed companies would create a disproportionate burden, particularly for companies incorporated in jurisdictions that have adopted their own ISSB-aligned standards. The FCA's approach acknowledges this by requiring transparency about the home-jurisdiction regime rather than requiring compliance with a second set of standards.

However, secondary-listed companies should not assume that the disclosure-of-home-requirements approach is costless. They must still identify and articulate the sustainability reporting requirements that apply in their home jurisdiction, explain how those requirements compare to UK SRS, and make their home-jurisdiction disclosures accessible to UK investors. Where the home jurisdiction has no mandatory sustainability reporting requirements, or where the requirements are significantly less demanding than UK SRS, this will be transparent to the market and may affect investor perceptions.

Depositary Receipts

Depositary receipt programmes — including Global Depositary Receipts (GDRs) listed on the London Stock Exchange — follow a similar approach to secondary listings. The underlying company is typically incorporated overseas and has its primary listing in another jurisdiction. Under the FCA's proposals, depositary receipt issuers are required to disclose the sustainability reporting requirements that apply to the underlying company in its home jurisdiction, rather than complying with UK SRS in full.

This is a proportionate approach that recognises the economic reality of depositary receipt programmes. The depositary receipt is a derivative instrument that provides access to the underlying company's equity. Investors in depositary receipts understand that they are investing in a company whose primary regulatory framework is in another jurisdiction, and the disclosure requirements reflect this.

Interoperability with ISSB-Aligned Jurisdictions

One of the design principles of UK SRS is interoperability with the ISSB's global baseline. The UK Endorsement Board developed UK SRS S1 and S2 by endorsing IFRS S1 and IFRS S2 with UK-specific modifications. Jurisdictions that have similarly adopted ISSB-aligned standards include Australia (Australian Sustainability Reporting Standards), Canada, Japan, Singapore, Hong Kong, Nigeria, and others. For overseas companies incorporated in ISSB-aligned jurisdictions, the overlap between their home-jurisdiction requirements and UK SRS is likely to be substantial.

However, interoperability does not mean equivalence. Each jurisdiction has made its own modifications to the ISSB standards during the endorsement process. The UK has made specific modifications to reflect UK legislative requirements, FCA expectations, and the Companies Act framework. Other jurisdictions have made their own modifications. A company reporting under Australian ASRS, for example, produces disclosures that are based on the same ISSB standards but may differ from UK SRS in specific areas — such as the treatment of industry-based disclosure requirements, the scope of transitional reliefs, or the definition of materiality.

For secondary-listed companies, these differences are less consequential because the company is only required to disclose its home-jurisdiction requirements and disclosures. For primary-listed overseas companies, the differences matter more because the company must comply with UK SRS specifically, not just with ISSB-aligned standards generally. These companies should conduct a detailed comparison between their home-jurisdiction standards and UK SRS to identify any gaps that need to be addressed.

Companies Reporting Under EU CSRD

The interaction between UK SRS and the EU's Corporate Sustainability Reporting Directive is particularly complex. CSRD and the European Sustainability Reporting Standards (ESRS) are based on a double materiality concept — requiring disclosure of both the financial impact of sustainability matters on the company and the impact of the company on people and the environment. UK SRS, following the ISSB approach, is based on financial materiality alone. The two frameworks therefore differ fundamentally in scope and philosophy.

An overseas company that is subject to CSRD in its home jurisdiction and has a primary UK listing will need to prepare disclosures under both regimes. The CSRD disclosures will typically be more extensive because of the double materiality scope, but they may not align precisely with UK SRS requirements in areas such as the statement of compliance, specific metrics definitions, or the treatment of industry-based disclosures. Companies in this position should map their CSRD disclosures to UK SRS requirements and prepare supplementary disclosures where necessary.

Companies Reporting Under SEC Climate Rules or Australian ASRS

Companies subject to the US Securities and Exchange Commission's climate disclosure rules face a different set of considerations. The SEC rules focus on climate-related risks and greenhouse gas emissions but do not follow the ISSB framework. The scope and methodology differ from UK SRS in several respects, including the treatment of Scope 3 emissions, the requirements for scenario analysis, and the definition of materiality. A company with both a US listing and a primary UK listing will need to reconcile these differences.

Companies reporting under Australian ASRS are in a more favourable position. The Australian standards are closely aligned with IFRS S1 and IFRS S2, which reduces the gap between Australian ASRS and UK SRS. However, Australia has made its own modifications during the endorsement process, and companies should not assume that compliance with Australian ASRS automatically satisfies UK SRS requirements. A line-by-line comparison of the two standards is advisable for companies that hold both an Australian and a UK primary listing.

Practical Recommendations for Overseas Companies

• Determine the category of your UK listing — primary, secondary, or depositary receipt — as this determines the nature and extent of your UK SRS obligations.
• If primary-listed, conduct a gap analysis between your home-jurisdiction sustainability reporting requirements and UK SRS S1 and S2. Identify areas where supplementary disclosures are needed.
• If secondary-listed or listed via depositary receipts, prepare a clear summary of the sustainability reporting requirements that apply in your home jurisdiction and ensure your home-jurisdiction disclosures are accessible to UK investors.
• Engage with your UK legal advisers and auditors to understand the specific UK SRS requirements that may differ from your home-jurisdiction standards, particularly around the statement of compliance and industry-based disclosures.
• Monitor FCA guidance on equivalence and interoperability. The FCA may in future recognise certain ISSB-aligned frameworks as equivalent to UK SRS, which could reduce the compliance burden for primary-listed overseas companies.