Draft Financial Services and Markets Act 2023 (Prudential Regulation of Credit Institutions) (Consequential Amendments) Regulations 2025
Draft Financial Services and Markets Act 2000 (Regulated Activities) (ESG Ratings) Order 2025
(Limited Text - Ministerial Extracts only)
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The Economic Secretary to the Treasury (Lucy Rigby)
I beg to move,
That the Committee has considered the draft Financial Services and Markets Act 2023 (Prudential Regulation of Credit Institutions) (Consequential Amendments) Regulations 2025.
The Chair
With this it will be convenient to consider the draft Financial Services and Markets Act 2000 (Regulated Activities) (ESG Ratings) Order 2025.
Lucy Rigby
It is a pleasure to serve under your chairmanship, Mrs Harris.
I turn first to the environmental, social and governance ratings order, which I note the Secondary Legislation Scrutiny Committee flagged as an instrument of interest in its 41st report. The draft order will bring the provision of ESG ratings within the regulatory perimeter of the Financial Conduct Authority. Regulation will improve standards in the market, boost investor confidence and reduce greenwashing, and it has strong support across the financial sector.
As hon. Members will be aware, ESG ratings are a spectrum of products usually marketed as providing an assessment of the ESG profile, characteristics, risk exposures or impacts associated with a company, fund or other financial instrument. ESG ratings are widely relied on by investors to guide investment decisions in line with sustainability risks, opportunities and preferences. Of the £10 trillion-worth of assets under management in the UK in 2024, half had integrated ESG factors into the investment process. In the UK in 2024, more than 5,400 firms were using ESG ratings.
However, the ESG ratings market has developed rapidly and without formal oversight. This has led stakeholders and users to raise concerns about transparency, governance, internal controls and potential conflicts of interest within ESG ratings providers. Identifying these concerns, the International Organisation of Securities Commissions published recommendations for ESG ratings and data providers, calling for higher standards and sufficient oversight in the sector. The Government have acted quickly to deliver progress on this important agenda.
Chris Coghlan (Dorking and Horley) (LD)
The Liberal Democrats welcome this measure, but what work have the Government done to ensure that the regulation will be in line with that of international regulators such as the Securities and Exchange Commission, to reduce the burden on our businesses?
Lucy Rigby
We remain open to the prospect of regulatory alignment with other regimes. We want to get this done first, but the hon. Gentleman raises an important point.
As I say, the Government have acted quickly to deliver progress. As hon. Members will know, a consultation was issued by the previous Government; this Government have ensured that the consultation response and draft legislation were published for technical comments as part of the Chancellor’s first Mansion House speech. That draft legislation has been refined into the ESG ratings order before the Committee.
The draft order will create a new regulated activity of providing an ESG rating where that rating is likely to influence a decision to make a specified investment. This will require providers of ESG ratings to be authorised and be supervised by the FCA. In recognition of the fact that ESG ratings are provided by a range of different persons, the scope of the regulated activity is designed to be proportionate to the risk of harm, avoiding dual regulation and maintaining consistency with the existing regulatory framework. The draft order contains specific exclusions to that effect, for example where a firm is providing ESG ratings as part of another regulated activity.
To support the integrity of the UK market and ensure a level playing field, ESG ratings that are provided to a UK customer by an overseas provider will fall into the scope of the regulated activity, except where those ratings are provided without remuneration or financial incentive. The Government support open, competitive and internationally connected financial markets, and we therefore intend to give further consideration to market access arrangements for overseas ESG ratings providers.
In the interests of allowing plenty of time for industry to engage, while also delivering a regulatory regime in a timely manner, the FCA launched its consultation on the specific regulations for ESG ratings providers on 1 December, on the basis that the draft order had been laid on 27 October. The FCA rules will be designed to be proportionate and tailored to address harms while protecting innovation, in line with the regulator’s secondary growth and competitiveness objective.
The proposal to bring ESG ratings providers into regulation has received strong support from industry. The move will strengthen market integrity and boost investor confidence, helping the sector to attract new users and providers. The draft order is a core part of the Government’s agenda to drive growth in the UK’s sustainable finance market.
The draft prudential regulation of credit institutions regulations are a technical instrument that makes changes to support reforms to UK banking regulation. The regulations will keep our legislation for financial services effective, and they will assist the Treasury in applying the FSMA model of regulation to set a prudential framework for banks. The regulations do not introduce any new regulatory requirements for firms.
As hon. Members will be aware, banks are required to follow a set of prudential regulations to manage their risk appropriately and maintain adequate levels of capital to protect against any losses. In addition, the biggest banks are required to hold additional loss-absorbing debt to ensure that they can be allowed to fail without the need for taxpayer-funded bail-outs such as those seen during the global financial crisis.
A significant amount of prudential regulation is set out in the capital requirements regulation, or CRR, which formed part of domestic law during our time as an EU member state. Following our exit from the EU, the Government have been tailoring the existing financial services framework to the UK’s needs. That includes the CRR, which will be removed from the statute book and largely restated in the Prudential Regulation Authority’s rulebook, providing more flexibility and allowing the PRA to set the relevant requirements.
To do that, legislation has been passed to revoke the CRR—notably in FSMA 2021 and FSMA 2023. In that context, the Government have brought forward these technical regulations to make a small number of consequential amendments to pieces of legislation that refer to specific CRR articles—specifically, they amend the Banking Act 2009 to ensure that definitions relating to share capital instruments and banks’ own funds reflect the revocation of certain CRR articles.
In summary, although these draft regulations are technical and do not introduce any new rules, they are nevertheless a necessary step in continuing the reform of our banking regulation to ensure that our regulatory framework remains coherent. I commend the regulations to the Committee.
Lucy Rigby
I welcome the consensus on the draft regulations. Four principal points were raised in relation to the draft order. The first was on the international position, and the recommendations we are putting in place in this draft order are in line with the IOSCO and OECD recommendations. The EU framework has been legislated for, but it will not come into force until 2026. In many areas of financial services, we have the ability to put in place an overseas recognition regime—an ORR. We do not yet have the ability to do that in relation to this, but we hope to take the power in the next financial services Bill to enable us to bring forward exactly this kind of measure where we wish to do so. The shadow Minister might be aware that Hong Kong, Singapore and Japan have codes of conduct of this nature.
In relation to charities—this is a good point and was considered—the scope of the regulated activity set out in the draft order is designed to be proportionate to the risk of harm. As such, charities will be excluded from regulation where a rating is provided on an occasional or one-off basis, or where there is no remuneration or other financial benefit provided to the charity. As I said, this approach, informed by consultation, ensures that the regulation is risk-based and proportionate while avoiding loopholes.
The shadow Minister also mentioned defence. The Chancellor has stated very clearly her view that supporting the defence industry, and indeed Ukraine, is consistent with ethical investing. The regulation will allow investors to more fairly evaluate ESG risks and opportunities related to defence companies. I should make it clear that we have engaged extensively with the defence sector, and we think there is quite limited evidence that defence firms have struggled to access finance on ESG grounds.
Briefly, the fiduciary duty is important and, as the shadow Minister knows, it has been much discussed. The Pensions Minister will address it further in subsequent stages of the Pension Schemes Bill.
Gareth Davies
I am very grateful to the Minister for outlining the Government’s position on defence stocks. I wonder whether she could do the same for oil and gas.
Lucy Rigby
The point in relation to oil and gas is exactly the same as that for defence. There is no conflict between what we are doing here and investment in those areas. If anything, it will be helpful across the board. Fiduciary duty was the final point raised, so I will leave it there.
Question put and agreed to.
DRAFT FINANCIAL SERVICES AND MARKETS ACT 2000 (REGULATED ACTIVITIES) (ESG RATINGS) ORDER 2025
Resolved,
That the Committee has considered the draft Financial Services and Markets Act 2000 (Regulated Activities) (ESG Ratings) Order 2025.—(Lucy Rigby.)