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Relationship Agreement Listing Rules

The Financial Services Authority (FSA) recently published its consultation paper 12/25, which presents a number of amendments to the rating rules. This includes requiring companies in the high-end segment of the official list with a controlling shareholder to have a „relational agreement“ to ensure their independence from that controlling shareholder. – enter into a relationship agreement or amend existing agreements to include the necessary provisions for independence. Premium publicly traded companies with a controlling shareholder (or who take one after approval) have six months to enter into a relationship agreement; The ACF also consulted the board`s requirements to provide certain information in its annual report on the conclusion of a relationship agreement and compliance with the agreement. The enhanced monitoring measures would apply even if an independent director does not agree with any of these statements. Relationship agreements are mandatory for publicly traded companies that have a controlling shareholder (30% or more). If the applicable rules are not followed, all transactions with the controlling shareholder and its associated companies are subject to the prior independent agreement of the shareholders, in accordance with List 11, regardless of size or nature, until the next annual report, in which the Board of Directors may make its own statement on compliance with the relationship. CP 13/15 contains a proposed definition of the controlling shareholder and requests feedback. The draft rules stipulate that a controlling shareholder must be anyone controlling 30% or more of the company`s votes, either individually, with partners or with people with whom they act together. „Acting together“ is not defined and, although the consultation document indicates that the same term is used in the acquisition code, it also recognizes that, under the rating rules, the term will not always have the same meaning as in the Procurement Act. In particular, the list of persons presumed to be acting jointly within the meaning of the Acquisitions Act does not apply.