Memorandum by the Association of Investment Companies (AIC)

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1 Memorandum by the Association of Investment Companies (AIC) FSA proposals fail to maintain standards for UK stock markets: The broader implications of its review of the investment entity rules 1. The AIC represents some 300 investment companies listed on the London Stock Exchange (LSE). These include UK investment trusts, offshore investment companies and venture capital trusts. The FSA is a key regulator for the sector because of its oversight of the Listing Rules which set the conditions which these Plcs have to meet to become listed. 2. In its capacity as the UK s listing authority (UKLA), the FSA has a regulatory objective to provide an appropriate level of protection for investors in listed securities. It also has an objective to maintain competitiveness of UK markets. However, it is clear that the competitiveness obligation has a lower priority because while the FSA must provide appropriate protection it is only obliged to seek to maintain competitiveness of UK financial markets. 3. Finding the correct balance between investor protections and supporting competitiveness is challenging. However, it is critical that the FSA gets this right as much of the UK s attractiveness as a capital market flows from its reputation as an orderly marketplace with a tradition of proportionate and effective regulation. It is perfectly consistent therefore for the FSA to have a more onerous obligation in relation to investor protection than competitiveness. This should ensure that, while the FSA makes efforts to keep the regulatory burden as low as possible, it will also maintain standards which support the UK s reputation as an excellent place to do business. 4. The AIC is very concerned that there is growing evidence that the FSA in its capacity as the UKLA is focussing on competitiveness at the expense of its higher duty to provide appropriate levels of investor protection. This regulatory failure will ultimately compromise the attractiveness of the UK as a global centre for financial services and is illustrated by the FSA s current review of the listing rules for investment entities. The wider questions raised by this debate are explored in the last section of this submission. The current Listing Rules debate 5. Investment companies invest in shares and securities to provide shareholders with exposure to a diversified portfolio of assets, which in turn provides them with an investment return. This form of investment was pioneered in the UK in the 19 th century and the UK remains an important centre for this sector. 6. The Listing Rules dictate the terms under which investment companies can be traded on the LSE. These requirements are contained in Chapter 15 of the rulebook. Chapter 15 is currently under review by the FSA. This follows a wider review of the rules for all other listed securities completed in 2005.

2 7. The FSA s review is seeking to develop a more principles-based and liberalised regime to allow new types of investment entity to list. Principles-based rules will allow more flexibility in compliance while maintaining standards of investor protection. Liberalising the listing requirements should enable the LSE to attract companies with novel investment approaches notably private equity and hedge fund strategies. The AIC supports the FSA in the pursuit of these goals. We have strong concerns with the way the FSA is seeking to achieve them. 8. The Listing Rules include a set of minimum standard rules (set out in Chapter 14 of the rulebook). These implement the requirements of the Consolidated Admissions and Reporting Directive (CARD). CARD is a minimum harmonisation directive which sets the minimum standards for listing. The FSA has decided to allow some investment companies to list under these rules. This decision has largely been driven by concerns that Euronext (the Amsterdam exchange which offers a directive minimum regime) has been attracting listings of investment companies at the expense of London. However, the FSA s approach to listing investment entities is flawed because: 9. It will now allow listings which do not meet standards sufficient to deliver its critical regulatory objective of investor protection: There are some rules in Chapter 15 which have unnecessarily prevented the LSE from listing some types of investment company (and encouraged them to go to Amsterdam). These rules require portfolio disclosure, prohibit control, and limit the use of feeder funds. This paper does not explain these issues in detail but notes our view that they can be removed from Chapter 15 without creating a regulatory risk. This is because the proposed Chapter 15 (to be introduced at the close of the review) will include other requirements, for example, to publish and maintain an investment policy, which will provide sufficient regulatory protection in the absence of these rules. Chapter 15 will therefore be able to achieve the FSA s primary obligation to investor protection and its secondary obligations in relation to the competitiveness of UK markets. 10. Unfortunately, by allowing listings under Chapter 14, the FSA is doing far more than removing unhelpful impediments to competitiveness. It is stripping out some 120 pages of regulation designed to maintain basic standards of investor protection. This goes far further than prudent deregulation. Just some of the rules removed include requirements to: follow the FSA s Listing Principles, which state that companies must ensure directors understand their obligations; maintain reasonable procedures to ensure compliance with the rules; act with integrity towards their shareholders; communicate adequately to avoid the creation of a false market; treat shareholders of the same class equally; and deal with the FSA in an open and cooperative manner. comply with rules over dealing in their own shares, including compliance with the Model Code and the need to seek shareholder approval to issue or sell shares at a price significantly below market price.

3 comply with rules which prevent the build-up of substantial cross-holdings (the main cause of the splits crisis see below for details). maintain an independent board. comply with rules requiring shareholder approval to convert an existing class of share into another class of share with different rights. 11. This is just a selection of rules dropped by allowing Chapter 14 listings. Their removal will prevent the FSA delivering its regulatory objectives in relation to investor protection. After all, if these rules are not required to secure investor protection then why are they in the rule book at all? The AIC believes these regulations have been dropped without due consideration because of a misplaced desire within the FSA to prioritise competitiveness over its obligations to consumer protection. 12. It reduces the regulatory effectiveness of the FSA: In the past, the FSA has been able to react quickly to market developments. This was vividly illustrated in the aftermath of the splits crisis. This episode saw 38 split capital investment companies fail between and thousands of retail investors lose money, sometimes their entire life savings. A key reason were cross-holdings where each split held shares in other splits in an attempt to deliver their investment goals this strategy was ultimately untenable. The ability to build toxic crossholdings of this nature was identified as a regulatory gap which created systemic risks and the FSA introduced provisions in the Listing Rules to prevent the same problem arising again. 13. The key rule introduced to prevent the re-emergence of toxic cross-holdings has been dropped for companies with a Chapter 14 listing. As it was introduced to address a specific investor protection issue it is difficult to see how abandoning it creates an environment where the FSA can deliver its regulatory obligations. 14. Arguably even more significantly, the FSA s commitment to delivering a minimum standards regime means it cannot ever unilaterally add rules to deliver its regulatory obligation to providing adequate investor protection. Any new rules it might propose would inevitably go beyond the requirements of the CARD. It is relinquishing its rule-making powers that enable it to deal with new threats to its regulatory objectives or to plug regulatory gaps. This cannot be consistent with its regulatory obligations. 15. Compromises other regulatory objectives in relation to market access: Perhaps most surprising of all, despite the fact that the FSA has another duty to facilitate access to listed markets, its proposed approach to listing investment entities creates higher regulatory requirements for UK companies than their offshore competitors. This arises as the FSA currently prevents UK companies from listing under Chapter 14 and intends to maintain this prohibition going forward. Why it has chosen to prevent UK companies from listing under a more flexible regime when they are likely to offer a lower regulatory risk is therefore unclear. Indeed, it is generally accepted to be a fundamental principle of good regulation that products which present the highest risks are subject to the most

4 onerous levels of regulation. In this case, the FSA proposals completely invert that principle. 16. UK companies have comprehensive governance standards established through UK law (such as the Companies Act 2006). While offshore jurisdictions may meet the same standards they may also fall short. In this context it is not clear why UK companies should be discriminated against if, as the FSA claims, its proposals for Chapter 14 do not raise any regulatory risks. However, the FSA s intended approach does make it more likely that UK companies move offshore or list in jurisdictions such as Amsterdam rather than the UK. There is no policy reason for this and it represents a failure of the FSA s objective of facilitating access to UK listed markets. 17. Fails to meet required standards of effective policymaking: The FSA consulted on the desirability of allowing investment companies to list under Chapter 14 last summer. At the time it asked for views its policy intention was that this route to listing should not be permitted at all. All respondents to the consultation supported this view the FSA received no submissions calling for Chapter 14 to be opened to investment companies. Despite this it has subsequently decided to allow Chapter 14 listings to be taken by offshore investment companies without any further consultation. 18. It should be noted that there was some confusion when the FSA first asked for views on this question. This arose as the FSA s initial analysis of its rules led it to conclude that investment companies were legally prevented from taking a Chapter 14 listing even if they wanted to. In fact, a fresh analysis last summer concluded that there was no legal impediment to this route although the FSA s practice had been to prevent such listings. Nevertheless, the FSA s policy line in the initial consultation had been clear: Chapter 14 did not provide sufficient investor protection. Despite this clear view, and support for this from its consultees, the FSA changed its mind on this policy. We can only envisage that this was driven by a desire to increase competitiveness and that this may have led them to overlook the fact that the proposed approach conflicted with its obligations to protect investors. 19. The inadequacy of the FSA procedures is evident elsewhere in this process. The AIC believes it is unlawful for it to discriminate against UK based investment companies on the basis of their domicile. It is difficult to see how the FSA could conclude that discrimination of this nature could ever be lawful as it arises in the context of implementing a directive designed to harmonise listing requirements between European Union Member States. 20. We have also concluded that the FSA has failed to draw up a proper regulatory impact assessment (RIA) justifying its policy stance the reasoning for imposing additional regulatory costs on UK companies, and the level of those costs, has not been adequately covered in its published RIA. 21. The FSA has changed its policy on allowing investment companies to list under Chapter 14 without support from a consultation; it has unlawfully implemented CARD; and it has failed to fully explain the impact of its regulatory decision

5 making. These serious procedural issues have implications for its regulatory effectiveness and the quality of its decision making. 22. We would note that concerns on the FSA s approach are not limited to the AIC. By way of illustration we attach a press release recently issued by the Financial Services Consumer Panel (See Annex A). Critical questions raised by the investment entities listing review 23. The FSA s failure to give proper weight to its regulatory objective to provide an adequate level of investor protection is very concerning. It raises a number of serious questions: 24. Are the FSA s actions evidence of regulatory capture by market participants seeking to float new issues, which has led the FSA to compromise its investor protection obligations? The vast majority of groups representing investors (traditional institutions, retail investors and intermediaries wealth managers and IFAs) do not support the FSA s proposals. While the FSA is consulting on this matter it has already indicated its policy preference and position despite no support for this approach during its initial consultation. Given this lack of support from the buy-side of the market it could have asked an open question. That it chose not to do so is a matter for concern which should be explored fully. 25. Are the FSA s processes for assessing the impact of rule making on consumers effective? There is always a degree of uncertainty in calculating costs and benefits of regulation but it is often relatively simple to approximate the costs of rules. (A straightforward calculation, for example, would be: cost of compliance activity x frequency x number of market participants = overall regulatory cost.) It is often more difficult to asses the benefits of regulation although it might be done via surveys or benchmarking against international comparators. This is likely to be a more complex exercise but it is not clear that any assessments of this nature were undertaken on this occasion before the FSA s policy preference was decided. If they were not, why not? 26. Also, it is not clear the FSA s regulatory assessment even included any consideration of the implications of removing the key rule relating to crossholdings. This is surprising as there is recent evidence that cross-holdings caused a serious regulatory failure and that consumers lost money as a result. This loss can easily be compared in monetary terms against any calculation made on compliance costs. Was this calculation made and weighed in the balance before the FSA determined its policy preference in this review, and if not, why not? 27. Has the FSA paid sufficient weight to the interests of retail investors in its approach to the listing rules? The FSA has argued that it can lower standards because investors could, in any event, choose to purchase shares listed on other exchanges which offer a minimum standard regime. This may or may not be the case (and it is doubtful where retail investors are concerned) but the argument is fallacious because these markets do not fall within the FSA s jurisdiction. The

6 LSE does and the FSA has an obligation to maintain appropriate standards for this market whatever approaches are taken in other jurisdictions. 28. The FSA also seeks to justify its approach by suggesting that a low standards regime is acceptable because investors are able to make sophisticated regulatory differentiations when purchasing shares. The AIC does not accept this as it believes basic standards are required to maintain the attractiveness of London its cachet and liquidity is based on its reputation. Investors have traditionally been able to trust the London brand as it implies listings have the required quality. This should not be thrown away by introducing lower standards. 29. However, the need for adequate basic standards is particularly important in the investment company market as we estimate that it is 50% owned by retail shareholders. We have no doubt that funds launched under Chapter 14 (even if they are owned by institutional shareholders initially) will ultimately be significantly owned by retail investors. Does the FSA recognise the specific interests of retail investors in setting standards for UK markets? If not, why not? 30. What are the wider implications of its approach to minimum standards (Chapter 14) listings for UK markets? The AIC has only analysed the implications of Chapter 14 listings in detail as a result of the review of the rules applying to its own sector i.e. investment companies. However, offshore trading companies have been able to secure a Chapter 14 listing since The AIC does not believe this regime offers adequate protection for investment entities and can see no reason why low standards should also be acceptable for trading companies. If the regime is adequate it represents discrimination against UK trading companies. Why is this policy acceptable? 31. However, we fear that the regime is not acceptable for trading companies. To date rising share prices and the fact that the regime is relatively new has disguised the potential for any regulatory failures to emerge in this part of the market. However, the AIC is concerned that this benign situation cannot continue indefinitely. The FSA should be prepared to account for its decisions and provide adequate reassurance that allowing overseas trading companies to avoid a substantial amount of regulation does not create concerns for investor protection and the reputation of London as a capital market. If it cannot do so it should implement remedial activities in relation to Chapter 14 listings. Conclusion 32. The AIC believes the investment entity review raises critical issues for the future of the regulation of UK stock markets. We would be delighted if the Select Committee on Regulators were able to raise this matter during its inquiry. 1 March 2007

7 Annex A: Financial Services Consumer Panel Press Release 26 Feb 07 FSA plans would give foreign firms an easy ride at expense of UK investors The Consumer Panel has today written to the FSA to say that their proposals to amend the stock exchange listing rules for offshore investment companies threaten to undermine investor protection for the sake of attracting non UK based companies to list in the UK. The Consumer Panel is concerned that the FSA wishes to introduce measures which it seems will enhance the attractiveness of the London Stock Exchange to private equity vehicles and those wishing to follow alternative investment strategies, at the expense of investor protection. FSA consultation CP06/21, is proposing to allow overseas investment companies to list under Chapter 14, with lighter obligations than UK based companies listing under Chapter 15. By applying the European minimum directive criteria, a range of consumer protection measures will be lost many of which were introduced in 2004 after the splits "crisis", and which have been relied on to assure the government and market that another similar crisis should not occur. The proposed change by the FSA could mean the reduction of protection measures such as the spread of investment risk; publishing of investment policy; prohibitions on substantial cross-shareholdings; and the independence of board members and investment manager. These protections have wide industry support and have done a lot to boost investor confidence in the wake of the splits crisis. John Howard, Chairman of the Financial Services Consumer Panel said: "We think that, with its current proposal, the FSA is at risk of making a serious mistake that will be damaging for investors and damaging for the confidence of the market. Indeed, a consequence would be that there would be a lighter touch regime for the companies which pose the greatest potential risk for investors a reversal of the FSA's normal risk-based policy." MEDIA ENQUIRIES ends

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