Category: 3. Business

1. Income Tax

Thin capitalisation: The definition of ‘equity’ now encompasses positive retained earnings. 

Taxation of retained earnings: If an entity does not distribute its after-tax earnings within 12 months following the end of its tax year, the Commissioner General (CG) for Tanzania Revenue Authority may deem 30% of the profit of the entity as having been distributed on a date 12 months post the completion of the tax year. A 10% withholding tax will be imposed on the deemed distribution. 

If an entity subsequently makes a dividend distribution, it shall not be obligated to withhold income tax on the amount deemed distributed. 

Withholding tax on hired motor vehicles: Withholding tax is levied at a rate of 10% on payments made by a resident person to another for the rental of motor vehicles.

Preparation or certification of returns of income by Certified Public Accountants: Corporations with gross annual income exceeding Tanzania Shillings (TZS) 100m and individuals with an annual turnover exceeding TZS 500m are required to have their income returns prepared or certified by a certified public accountant in public practice.

Taxation of sale of forest produce: Effective 1 January 2026, a resident person receiving payment for the sale of forest produce (timber, logs, mirunda and poles) must remit income tax in a single instalment amounting to 2% of the gross payment prior to the transportation of the forest produce. “Gross payment” means the farm gate price, purchasing price or value of the forest produce as determined by Tanzania Forest Service Agency, whichever is greater.

Alternative Minimum Tax (AMT): The AMT rate has increased from 0.5% to 1% of turnover, applied to corporations with perpetual unrelieved tax losses for the current and preceding two tax years. 

Reduced public stake in companies newly listed on the Dar es Salaam Stock Exchange (DSE): A company that is listed on the DSE with a minimum of 25% (previously, 30%) of its shares owned by the public benefits from a 25% corporate income tax rate for the initial three years following its listing.

Restriction of income tax exemption for operators in export processing zones (EPZ) and special economic zones (SEZ): Income generated by investors in the EPZ and SEZ, who manufacture for sale or distribute products in the domestic market, is not exempted from income tax.

Increased / new withholding tax rates:

• Service fees for technical or management services paid by a resident person in the extractive sector to a resident person – 10%, up from 5%
• Insurance premiums – 10%, up from 5%
• Commission for gaming advertisement or promotion – 10%

2. Value-Added Tax

VAT withholding agent: A “withholding agent” means-

1. The Ministry responsible for Finance;
2. A Government entity which retains whole or part of its collected revenue; and
3. A registered person as may be appointed by the CG by notice

Withholding of VAT on taxable supplies: When a taxable supply at a standard rate of 18% is provided to a withholding agent, the agent is required to withhold 3% of the VAT due for goods and 6% for services.

Lower VAT rate for electronically paid supplies: Effective 1 September 2025, when a taxable supply at a standard rate is made to a person in Mainland Tanzania who is not VAT registered, and payment is rendered through a bank or an electronic payment system approved by the CG, the applicable standard VAT rate shall be 16% rather than 18%. 

The CG shall specify the persons eligible and the manner of implementation of the lower VAT rate. 

The supplier shall submit proof of bank or electronic payment, demonstrating that the consideration for the supply was made electronically or via bank, through the system or any manner directed by the CG.

Notification by intending traders: VAT registered intending traders must notify the CG if they do not begin making taxable supplies by the date specified in their VAT registration application. 

Notification must occur within 90 days following the end of the stated period, accompanied by justifications for non-compliance. Failure to notify The CG may either grant or deny an extension for the commencement of taxable supplies. There is a deemed VAT deregistration if the CG declines to grant an extension.

Expansion of the definition of electronic services: The term “online intermediation services” included under the definition of “electronic services” now encompasses an online accommodation marketplace and payment services platform. 

Accounting for withheld VAT: A withholding agent is required to account for and remit the withheld VAT by the due date of the VAT return, which is the 20th day of the subsequent month, or in a manner as may be directed by the CG. 

VAT withholding certificate: A withholding agent who is liable to pay VAT shall, not later than the day on which VAT becomes payable on the supply (earlier of the date of invoicing, payment, or time of supply), issue to the supplier a VAT withholding certificate generated by the system approved by the Commissioner General. 

The withholding certificate shall be issued in the form prescribed by the Minister for Finance and shall include the date of issue, taxpayer identification number (TIN) and value-added tax registration number (VRN) of both the supplier and the withholding agent, supply description, total consideration and the VAT amount. 

A withholding certificate that fails to meet these criteria cannot be utilised by a supplier to claim a credit for the withheld output tax.

Credit for withheld output VAT: The supplier, in arriving at the VAT payable position, is allowed to subtract the VAT withheld (similar to input tax) provided they hold a valid VAT withholding certificate at the time of filing the VAT return for the relevant tax period. 

Due date for filing VAT returns: The deadline for submitting monthly VAT returns is the 20th of the subsequent month, regardless of whether this date coincides with a weekend or public holiday.

Extension of zero-rating of supplies: 

• A supply of locally manufactured fertilizer shall continue to be zero-rated up to 30 June 2028
• A supply of locally manufactured garments made from locally grown cotton shall continue to be zero-rated up to 30 June 2026

New exemption:

• A supply of piped natural gas specifically for being converted to Compressed Natural Gas (CNG) to be used exclusively for fuelling motor vehicle from 1 July 2025 to 30 June 2028
• An import of carbonization furnace for exclusive use in manufacturing of briquettes

Amended exemptions:

• Unprocessed sisal fibre
• Newspapers printed and published locally by a licenced person under the Media Services Act
• Liquified petroleum gas
• Compressed natural gas for motor vehicles
• Supply of solar panels, modules, solar charger controllers, solar inverter, vacuum tube solar collectors and solar battery specifically designed for exclusive use in storage of solar power
• Aircraft and aircraft maintenance to a local operator of air transportation.
• Aircraft engine to a local manufacturer or assembler of aircraft or to a local operator of air transportation
• An import of CNG plants equipment including CNG Compressors, CNG metering equipment, CNG storage cascades, CNG special transportation vehicles and CNG dispenser by a natural gas distributor

Abolished exemption: 

• Locally supplied forks, rakes, axes, dam liner
• Locally supplied new pneumatic tyres used in agricultural and forest vehicles
• Bitumen
• Liquified natural gas
• Compressed petroleum gas
• Compressed or liquified gas cylinders for natural gas for cooking

3. Excise Duty

A licence for the manufacture of excisable goods will expire 12 months from the date of issuing. The licence previously expired on December 31 of each year.

The definition of financial institutions now encompasses microfinance service providers classified as Tier 1 under the Microfinance Act, permitting the imposition of a 10% excise duty on fees and charges paid to these providers.

The excise duty rate for pay-per-view television services delivered via cable, terrestrial infrastructure, satellite, or other technologies is 7%, up from 5%.

The deadline for delaying payment of excise tax and submitting excise duty returns is now the 25th day of the month subsequent to the month in which the duty or return is due. Previously, the deadline was the last day of the subsequent month.

Imported second-hand tableware, kitchenware, utensils, cutlery, and other related articles are subject to an excise charge of 20%.

New excise duty rates:

• Imported margarine – TZS 50 per kg
• Potatoes – TZS 50 per kg for locally produced and TZS 100 per kg for imported
• Ice cream, whether or not containing cocoa – 5% for locally produced and 10% for imported, per kg
• Beer made from malt – TZS 630 per litre / TZS 928 per litre/ TZS 937.90 per litre
• Wine with domestic grapes content exceeding 75% – TZS 215 per litre
• Cider – TZS 2,974.74 per litre
• Opaque beer – TZS 555 per litre / TZS 978 per litre
• Vodka, whiskies, and rum – TZS 4,003 per litre/ TZS 4,411.06 per litre/ TZS 4,411.06 per litre
• Fireworks – 25%
• Soap – 10%
• Cufflinks and studs – 10%
• Imported seats – 25%

4. Tax Administration

Private ruling relating to tax residence: A private ruling concerning tax residence status shall be accompanied by a tax residency certificate from the Commissioner General.

Disclosure of subcontractors: Entities in the construction and extractive sectors are required to inform the CG about their subcontractors within 30 days from the date of commencement of subcontracted activities. The disclosure must encompass the name of the subcontractor, contract value, nature of the subcontracted works, and the timeframe for executing the works.

Deemed admission of an objection: An objection to a tax assessment or liability is deemed accepted if filed within the statutory timeframe (30 days from receipt of the tax assessment) or on the date of payment of the tax deposit for validation of the objection (including the date when a lesser amount agreed upon by the CG is paid).

Failure to respond to objection settlement proposal within deadline: If an objector does not respond to a settlement proposal from the CG regarding a notice of objection within the legal timeframe (within 30 days from receipt of the proposal), the proposal of the CG will be deemed an objection decision, and the objector may appeal to the Tax Revenue Appeals Board.

Penalties for transfer pricing adjustments for loss-making entities: A person engaging in controlled transactions who does not ascertain the income and expenditure arising from such transactions in accordance with the arm’s length principle is subject to a penalty equal to 30% of the adjusted loss. Previously, penalties applied only to profit-making entities (100% of tax shortfall). 

5. Gaming Tax

New rates on net winnings:

• Land-based – 13%, up from 12%
• Sports betting – 12%, up from 10%

6. City Service Levy

The rate has been reduced from 0.3% to 0.25% of turnover.

7. Airport Service Charge

Domestic flights – TZS 11,000 per passenger, up from TZS 10,000. 

International flights – USD 40.4 per passenger, up from USD 40, applicable to both Tanzanian residents and non-residents.

8. Export Levy

The export of veneered sheets incurs an export levy of 30% of the free-on-board (FOB) value or TZS 150 per kilogramme, whichever amount is greater.

9. Industrial Development Levy

The following imports are liable to an industrial development levy calculated on the cost, insurance, and goods (CIF) value:

• Starch – 5%
• Liquid glucose – 5%
• Pasta – 15%
• Laundry or bar soap – 15%
• Unbleached paper – 10%
• Wire rod – 10%
• Beer, energy drinks, non-alcoholic beer – 5%
• Wine – 10%
• Organic surface-active agents – 10%
• Portland cement – 10%
• Nails, tacks, drawing pins, corrugated nails, staples – 5%
• Road tractor for semi-trailers – 10%
• Furniture – 10%
• Ceramic tiles – 5%
• Bars and rods – 10%
• Flat rolled products – 5%
• Prefabricated buildings – 10%
• Kitchenware and tableware, other household articles, of plastics – 10% 
• Cast glass and rolled glass in sheets or profile – 5%
• Drawn glass and blown glass in sheets or profile – 5%
• Float glass – 5%
• Glass, bent, edge worked, engraved or otherwise worked – 5%
• Toughened (tempered) safety glass and laminated safety glass – 5%
• Multiple-walled insulating units of glass – 5%
• Framed and unframed glass – 5%
• Optical fibre cables – 10%

Note: Levy on starch, pasta, and optical fibre cables shall commence on 1 January 2026

Proposed non-tax changes

1. Insurance Act

A foreign national entering Mainland Tanzania via land, seaport, or airport must, upon arrival, acquire an inbound travel insurance coverage at a premium equivalent to 44 United States Dollars in Tanzanian Shillings. 

The inbound travel insurance is to offer emergency assistance to foreign nationals for a maximum duration of 92 days from the date of arrival, in cases of: (a) medical emergencies; (b) loss of luggage; (c) emergency medical evacuation or repatriation.

Mandatory insurance is not applicable to residents of the East African Community Partner States or the Southern African Development Community Partner States.

2. Railways Act

A HIV Response Levy will be imposed at a rate of TZS 500 on every train ticket.

3. Road and Fuel Tolls Act

The fuel levy rate on diesel and petroleum is TZS 523 per litre, up from TZS 513.

Fuel levy on kerosene is TZS 10 per litre. Previously, there was no levy. 

4. Motor Vehicle (Tax on Registration and Transfer) Act

A HIV Response Levy will be imposed on first registration of motor vehicles as follows.

Electric Motor Vehicles (EVs)

Class

Power

Levy (TZS)

1.

Lower Power EVs (Below 50kWh)

95,000

2.

Mid Power EVs (50.1 – 100 kWh)

250,000

3.

High Power EVs (100.1 – 200 kWh)

250,000

4.

Performance / High-End (Above 200 kWh)

250,000

Motor Vehicles

S/N

Engine Capacity

Levy (TZS)

1.

0 cc – 1000 cc

50,000

2.

1001 cc – 1500 cc

100,000

3.

1501 cc – 2500 cc

150,000

4.

2501 cc and above

200,000

5.

Machinery (excavators, bulldozers, fork lifts)

250,000

5. Mining Act

A HIV Response Levy will be imposed at a rate of 0.1% on the gross value of minerals. The levy is collectible by the Mining Commission and is payable concurrently with royalty payments.

6. Bank of Tanzania Act

The Bank of Tanzania may grant loans and advances to commercial banks and financial institutions for up to three (3) months, using collateral such as credit instruments, treasury bills, performing loans, or other prescribed securities, to address liquidity crises and maintain financial stability.

7. Business Licensing Act

A business licence will not be granted to a non-citizen unless the business activity is permitted for non-citizens. The Minister for Trade may publish an order in the Gazette prohibiting certain business activities for non-citizens.

8. Merchandise Marks Act

Trademarks for imported goods in Mainland Tanzania must be registered with the Chief Inspector, regardless of the registration location.

03.07.2025

Solstad Maritime ASA:  Invitation to webcast – presentation of Q2 quarter and first half year 2025 financial results

The report and the presentation will be released 07:00 am. Monday, July 14th, 2025, and made available on www.solstad-maritime.com and www.newsweb.no.

SOMA Q2 2025 presentation:

Date: Monday July 14

Time: 09:00 a.m. CEST

Format: Live webcast

Language: English

Link: https://channel.royalcast.com/hegnarmedia/#!/hegnarmedia/20250714_2

A recorded version will be made available at https://solstad-maritime.com

Contacts

Lars Peder Solstad CEO, at +47 91 31 85 85

Kjetil Ramstad CFO, at +47 907 59 489

Solstad Maritime ASA

https://solstad-maritime.com

Trials of the Taxibot are gathering speed. This hybrid-electric, pilot-controlled ground tug aims to cut aircraft fuel burn and emissions during ground movements. Taxibot is part of HERON, a European initiative aimed at optimising aircraft operations that ends this year.

Airbus-led HERON is a European initiative aimed at improving the efficiency of aircraft operations, both in the air and on the ground. One area of study is the Taxibot, a pilot-controlled hybrid-electric tug. Trials at a handful of airports including Amsterdam Schiphol are gathering pace, though HERON itself will close by the end of 2025.

Lower CO₂, NO_x and noise emissions on the ground

HERON stands for Highly Efficient gReen OperatioNs. Part of the Single European Sky ATM Research (SESAR) Joint Undertaking, the project aims to demonstrate how aviation’s environmental footprint can be reduced through efficient ground operations and optimised air traffic management (ATM). 

Project coordinator Airbus is one of 24 HERON partners across ten countries. Together they represent the full aviation ecosystem, including airlines, airports, air traffic control agencies and service providers. 

Central to HERON’s ground operations study, the pilot controlled hybrid-electric Taxibot can pull a single-aisle aircraft between a remote stand and the runway without using the aircraft’s engines. The tug cuts unnecessary fuel burn, leading to a reduction in CO₂ and NO_x emissions as well as noise pollution. 

The tug requires small modifications to the aircraft’s avionics bay. How does it work? Taxibot is clamped to the aircraft nose landing gear. The nose wheel is raised onto a pivotable platform, enabling the pilot to use the aircraft tiller and brake to steer. Taxibot’s driver only connects the tug to the aircraft and carries out pushback, before the pilot takes control. The engines then spool up just before takeoff.

Certified and ready for retrofit

The modifications are now certified and available to Airbus single-aisle customers in retrofit. Indeed, easyJet intends to conduct a trial later in 2025 at Schiphol airport.

Schiphol is an ideal candidate for hybrid tug operations, given the long distance between some of its six runways and the terminals. New York’s JFK airport is also trialling the tugs, along with New Delhi, Paris Charles de Gaulle and Brussels.

Towards fully electric Taxibots

Schiphol aims to become an emissions-free airport by 2030. Its own studies indicate that large-scale adoption of the Taxibot could lead to ground fuel savings of around 50%. For taxi legs to more distant runways, these savings could reach as much as 85%. Further, a fully electric tug is expected to be added to the Taxibot offering from 2026, and a widebody version is also under development.

Taxibot originated with Israel Aerospace Industries (IAI), who hold the trademark. In 2009, IAI partnered with TLD, a French manufacturer of airport ground support equipment, for production. The prototype was built in France in 2011.

Now that the Taxibot is in operation, efforts are underway to train more pilots to use it. Adjustments to airport infrastructure continue to more efficiently connect and remove the tugs. Finally, trials are ongoing to integrate the tugs into airport operations and better coordinate procedures between pilots, air traffic control and ground handling crews.

Becoming standard procedure

In the longer term, Airbus and its HERON partners will continue to push for Taxibot expansion, eventually making it the standard procedure for aircraft ground movements where advisable.  

“Airports are actively pursuing solutions to reduce CO₂ emissions from ground operations, which is in line with the broader initiatives of HERON,” notes Benjamin Tessier, HERON Coordinator and Vehicle Systems Architect at Airbus. Moreover, after three years spent developing the Taxibot kit for its single-aisle platforms, Airbus is now considering its adoption for the rest of its fleet. 

The Taxibot is just one aspect of HERON, which concludes in December 2025. Other areas under development include air traffic control tools that support the use of ADS-C EPP (the standards for sharing trajectory data between aircraft and ATC) for future trajectory-based operations; single engine taxiing; and improved approach and runway operations to mitigate CO₂ and noise emissions.

HERON’s 24 partners include coordinator Airbus, as well as Aéroports de Paris, Air France, Brussels Airport Company, easyJet, EUROCONTROL, Leonardo, Lufthansa and Schiphol airport among others. 

The boss of Currys, the UK’s biggest electrical goods retailer, has urged the government not to increases taxes on retailers this year, saying it would damage investment and force prices to rise.

Alex Baldock, the retailer’s chief executive, said: “We urge government not to make a further contribution to the tax burden as that would further dampen investment and increase prices in an inflationary way.

“I would urge government to think very carefully before making the situation worse.”

Baldock’s comments come after the boss of Sainsbury’s, Simon Roberts, also said this week that the government should be wary of loading retailers with more tax after the “high impact”, particularly on jobs, of raising national insurance costs this year.

The chancellor, Rachel Reeves, is widely expected to raise fresh funds in her autumn budget as she attempts to fix public services and grow the economy while meeting her fiscal rules and dealing with the fallout from the government’s U-turn on welfare cuts.

Keir Starmer repeated his support for Reeves on Thursday morning, after speculation over her future injected panic into financial markets on Wednesday.

Baldock said Currys – which has about 300 stores in the UK – and other retailers were already holding back on hiring more staff because of an increase in employers’ national insurance contributions and the rise in the “national living wage” in April. He said consumer confidence was on an improving trend but still down on a year ago.

Despite this, the retailer reported a 37% jump in pre-tax profits to £162m in the year to 3 May and resumed dividend payments to shareholders after a two-year pause. Group sales rose 3% to £8.7bn.

Currys increased sales at established UK stores by 6%, helped by a 12% rise in sales of services including repairs, financing and mobile subscriptions.

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Sales of laptops and mobile phones were bolstered by demand for AI-enabled gadgets. Sales were also helped as customers began replacing laptops bought five years ago when the onset of the Covid pandemic forced Britons to begin working from home, triggering a boom in computer sales.

Baldock said the wider electrical goods market had been flat in the UK and there were concerns about cheap electricals being dumped on online marketplaces amid new taxes on imports of such goods to the US and planned changes in the EU.

Baldock said that dumping did not directly affect Currys, which mostly sells larger, more expensive items, but he welcomed the government’s promise that it would look at the so-called de minimis rules, which allow tax breaks on low value goods sent directly to consumers. He said changes should be made with “some urgency”.

In the UK, the threshold for import duty is £135, and items valued at £39 or less also do not attract import VAT.

Onboard Le Commandant Charcot, an imposing 150-metre icebreaker ship, cruise company Ponant has added an unexpected visitor to the guest list. Operated by SAS Pôle Air, Airbus’ H125 is becoming an invaluable partner on the ship’s journey around the Polar regions, acting as a workhorse for a variety of missions to support the crew in their tasks. Olivier Mabille, helicopter pilot for SAS Pôle Air, shares his insights on what makes the H125 a true pioneer on the ice. 

As part of the expedition, the H125’s main mission is to ensure safe navigation in the ice for the Commandant Charcot. “Before the ship reaches new ice to break, the helicopter performs a reconnaissance mission to sound out whether it’s safe to progress on the planned itinerary,” says Olivier Mabille. The helicopter also serves for medical evacuations of passengers and crew members, from the ice towards the boat or from the latter to reach an airport or a land base. In addition to contributing to saving human lives, the H125 was recently mobilised as part of scientific missions to check the evolution of animal species in the region.

Mabille recounts an impressive example of this: “We usually receive international scientific teams on Le Commandant Charcot, who come to collect data in the Arctic and Antarctica. Some time ago, a team of scientists was trying to spot a colony of emperor penguins which needed to be updated from scientific surveys. With the help of the H125, we managed to track down the new location of this colony, which was actually doing quite well.”

A singular way to team up

In addition to its demonstrated capabilities for essential missions, the H125 also provides an unrivalled advantage for the ship’s crew, thanks to its high degree of adaptability and agility. “It is a helicopter which is very reliable and very powerful and has strong assets, like an autopilot, a large glass cockpit navigation display and advanced means of communication,” explains Mabille. When navigating icy environments where weather conditions can easily become unpredictable and flight ceilings are limited to protect natural surroundings, the H125 also benefits from the most modern equipment to ensure the highest levels of safety. Mabille explains: “The H125 is ideally suited for polar missions. We operate at very low temperatures in a saline environment, and we regularly have to land on the ice or in the mountains. It is the perfect tool for us, and we are very happy and proud to be able to operate this rotorcraft in these latitudes.” 

A testament to the added value of the helicopter for polar missions, Mabille just took delivery of a new H125. “This rotorcraft will leave for Stockholm, where the ship will make a stopover, and from there on, we will journey towards the Arctic to start operations in Greenland around April. It’s a really exciting step to start preparing for new adventures with the H125.”

From the three poles onward

When looking back on his most striking flights with the helicopter, Mabille has difficulty actually picking one. “We’ve had so many opportunities to fly over exceptional landscapes, particularly in Greenland, under a magnificent sun with the Inuit populations in dog sleds, hunting or fishing under the helicopter. In Antarctica, we saw Tabular icebergs the size of certain French departments, and we even flew over the Erebus volcano.” But amongst recent memorable experiences he took part in, Mabille shares the story of three flights that took the crew over three different poles in five days. The crew first passed the geographic North Pole, when leaving Alaska (US) to reach Svalbard, an archipelago located to the north of Norway. Two days later, the H125 then made its way toward the magnetic pole, which gathers the Earth’s magnetic field. “And that’s when the H125 made a true first,” highlights Mabille. “The day after, reaching the pole of inaccessibility: the point in the Arctic Ocean that is the furthest from any land. That is a truly extraordinary event in the life of a pilot, and the H125 was definitely up to the task.” 

 Hear Olivier Mabille recount his incredible wildlife discovery with the Airbus H125:

 

The Insolvency Service, the government agency responsible for administering bankruptcies and liquidations in the UK, has published updated guidance that reframes its previously held view that a creditor is set at the point of entry into an insolvency procedure and remains a creditor even if payment in full is subsequently made.

The guidance, which was published in its most recent ‘Dear IP’ issue at the end of June, confirmed that the term “creditor” will be context specific and the office holder will be permitted to exercise their professional judgment in relation to whether paid creditors remain creditors. The update reframes the agency’s view on what defines a creditor and follows two court cases last year that found that the consent of paid secured creditors was not required in the context of an administration extension.  

In 2024, the court in cases Boughey & Anor v Toogood International Transport and Agricultural Services Ltd and Re Pindar Scarborough Ltd (in administration) – commonly referred to as ‘Re Pindar’ and ‘Re Toogood’ – was asked to consider the issue of paid secured creditors in the context of administration extensions.

An administration automatically ends after one year, however, few administrations are concluded so quickly, so the administration can be extended by the court or for a period of up to one year by creditor consent.

Approaching secured and preferential creditors who have been repaid in full for their approval or consent has been a thorn in the side of administrators for a number of years. Many secured creditors, understandably, consider that once they had been repaid, they no longer have an interest in decisions in the insolvency process – so neither approve nor object to the request. 

Consent refers to the actual consent of both secured and unsecured creditors unless the administrator has made a statement under paragraph 52(1)(b) of schedule b1 to the Insolvency Act 1986, in which case the consent of each secured creditor is required, or, if a distribution to preferential creditors is to be made, then the consent of each secured creditor and the preferential creditors of the company is required. The rationale is those creditors with an economic interest in the company are the decision makers.

In the Re Pindar and Re Toogood cases the court said that the definition of “secured creditor” in the Insolvency Act 1986 should be read in the present tense so that a secured creditor for decision-making purposes would only be a creditor who holds security in relation to a debt that is still owed.

In Re Toogood, the judge commented: “There is no reason why a commercial organisation such as a bank that has been repaid in full should have to be bothered thereafter with making administration decisions that do not affect it. Why should it spend its time, unremunerated, in doing so?” 

The court’s view in these cases conflicted with the Insolvency Service’s interpretation at the time. In April 2022, the agency said: “It has been the government’s position for some time that the classification of a creditor is set at the point of entry to the procedure and that this remains, even if payment in full is subsequently made” – so underlining the need to obtain paid creditors’ consent, notwithstanding the practical difficulty obtaining it.

The judge in the Re Toogood case, His Honour Judge Matthew, challenged this view, stating: “If the government wishes there to be a different result, then it must legislate more clearly than it has done and moreover explain why those with no economic interest in the outcome of an administration should nevertheless determine what happens.”

In its latest guidance, the Insolvency Service stated it will no longer contend that the meaning of the word ‘creditor’ is fixed and crystallised at the date of entry into an insolvency procedure. The agency said it will be a matter for the officeholder’s professional judgement, with reference to the specific circumstances of the insolvency case in question, to determine whether an interpretation of the word “creditor” in an insolvency law provision will exclude a creditor whose debt has been repaid. 

The update also highlighted that the officeholder should give “particular consideration” to whether the creditor in question may be prejudiced or disadvantaged by losing their status upon full repayment, in which case their creditor status should not be detached from them.

Commenting on the development, James Hillman, restructuring and insolvency expert at Pinsent Masons said: “The Insolvency Service’s reframed view will be welcome news for officeholders and brings its view closer to the view of the courts in relation to an issue that has been problematic for a number of years.”

The updated guidance provides welcome clarity on the definition of a ‘creditor’ in insolvency legislation, but Hillman said there are likely to be further court decisions on other procedural matters where uncertainty remains. “It does not deal with issues around obtaining consent where all secured creditors and preferential creditors have been paid or there weren’t any secured creditors to begin with, so we may see more court applications in this area,” he said. “However, the latest guidance is a positive step forward.”

The global ecosystem of climate finance is complex, constantly changing and sometimes hard to understand. But understanding it is critical to demanding a green transition that’s just and fair. That’s why The Conversation has collaborated with climate finance experts to create this user-friendly guide, in partnership with Vogue Business. With definitions and short videos, we’ll add to this glossary as new terms emerge.

Blue bonds

Blue bonds are debt instruments designed to finance ocean-related conservation, like protecting coral reefs or sustainable fishing. They’re modelled after green bonds but focus specifically on the health of marine ecosystems – this is a key pillar of climate stability.

By investing in blue bonds, governments and private investors can fund marine projects that deliver both environmental benefits and long-term financial returns. Seychelles issued the first blue bond in 2018. Now, more are emerging as ocean conservation becomes a greater priority for global sustainability efforts.

By Narmin Nahidi, assistant professor in finance at the University of Exeter

Carbon border adjustment mechanism

Did you know that imported steel could soon face a carbon tax at the EU border? That’s because the carbon border adjustment mechanism is about to shake up the way we trade, produce and price carbon.

The carbon border adjustment mechanism is a proposed EU policy to put a carbon price on imports like iron, cement, fertiliser, aluminium and electricity. If a product is made in a country with weaker climate policies, the importer must pay the difference between that country’s carbon price and the EU’s. The goal is to avoid “carbon leakage” – when companies relocate to avoid emissions rules and to ensure fair competition on climate action.

But this mechanism is more than just a tariff tool. It’s a bold attempt to reshape global trade. Countries exporting to the EU may be pushed to adopt greener manufacturing or face higher tariffs.

The carbon border adjustment mechanism is controversial: some call it climate protectionism, others argue it could incentivise low-carbon innovation worldwide and be vital for achieving climate justice. Many developing nations worry it could penalise them unfairly unless there’s climate finance to support greener transitions.

Carbon border adjustment mechanism is still evolving, but it’s already forcing companies, investors and governments to rethink emissions accounting, supply chains and competitiveness. It’s a carbon price with global consequences.

By Narmin Nahidi, assistant professor in finance at the University of Exeter

Carbon budget

The Paris agreement aims to limit global warming to 1.5°C above pre-industrial levels by 2030. The carbon budget is the maximum amount of CO₂ emissions allowed, if we want a 67% chance of staying within this limit. The Intergovernmental Panel on Climate Change (IPCC) estimates that the remaining carbon budgets amount to 400 billion tonnes of CO₂ from 2020 onwards.

Think of the carbon budget as a climate allowance. Once it has been spent, the risk of extreme weather or sea level rise increases sharply. If emissions continue unchecked, the budget will be exhausted within years, risking severe climate consequences. The IPCC sets the global carbon budget based on climate science, and governments use this framework to set national emission targets, climate policies and pathways to net zero emissions.

By Dongna Zhang, assistant professor in economics and finance, Northumbria University

Carbon credits

Carbon credits are like a permit that allow companies to release a certain amount of carbon into the air. One credit usually equals one tonne of CO₂. These credits are issued by the local government or another authorised body and can be bought and sold. Think of it like a budget allowance for pollution. It encourages cuts in carbon emissions each year to stay within those global climate targets.

The aim is to put a price on carbon to encourage cuts in emissions. If a company reduces its emissions and has leftover credits, it can sell them to another company that is going over its limit. But there are issues. Some argue that carbon credit schemes allow polluters to pay their way out of real change, and not all credits are from trustworthy projects. Although carbon credits can play a role in addressing the climate crisis, they are not a solution on their own.

By Sankar Sivarajah, professor of circular economy, Kingston University London

Carbon offsetting

Carbon offsetting is a way for people or organisations to make up for the carbon emissions they are responsible for. For example, if you contribute to emissions by flying, driving or making goods, you can help balance that out by supporting projects that reduce emissions elsewhere. This might include planting trees (which absorb carbon dioxide) or building wind farms to produce renewable energy.

The idea is that your support helps cancel out the damage you are doing. For example, if your flight creates one tonne of carbon dioxide, you pay to support a project that removes the same amount.

While this sounds like a win-win, carbon offsetting is not perfect. Some argue that it lets people feel better without really changing their behaviour, a phenomenon sometimes referred to as greenwashing.

Not all projects are effective or well managed. For instance, some tree planting initiatives might have taken place anyway, even without the offset funding, deeming your contribution inconsequential. Others might plant the non-native trees in areas where they are unlikely to reach their potential in terms of absorbing carbon emissions.

So, offsetting can help, but it is no magic fix. It works best alongside real efforts to reduce greenhouse gas emissions and encourage low-carbon lifestyles or supply chains.

By Sankar Sivarajah, professor of circular economy, Kingston University London

Carbon tax

A carbon tax is designed to reduce greenhouse gas emissions by placing a direct price on CO₂ and other greenhouse gases.

A carbon tax is grounded in the concept of the social cost of carbon. This is an estimate of the economic damage caused by emitting one tonne of CO₂, including climate-related health, infrastructure and ecosystem impacts.

A carbon tax is typically levied per tonne of CO₂ emitted. The tax can be applied either upstream (on fossil fuel producers) or downstream (on consumers or power generators). This makes carbon-intensive activities more expensive, it incentivises nations, businesses and people to reduce their emissions, while untaxed renewable energy becomes more competitively priced and appealing.

Carbon tax was first introduced by Finland in 1990. Since then, more than 39 jurisdictions have implemented similar schemes. According to the World Bank, carbon pricing mechanisms (that’s both carbon taxes and emissions trading systems) now cover about 24% of global emissions. The remaining 76% are not priced, mainly due to limited coverage in both sectors and geographical areas, plus persistent fossil fuel subsidies. Expanding coverage would require extending carbon pricing to sectors like agriculture and transport, phasing out fossil fuel subsidies and strengthening international governance.

Sweden has one of the world’s highest carbon tax rates and has cut emissions by 33% since 1990 while maintaining economic growth. The policy worked because Sweden started early, applied the tax across many industries and maintained clear, consistent communication that kept the public on board.

Canada introduced a national carbon tax in 2019. In Canada, most of the revenue from carbon taxes is returned directly to households through annual rebates, making the scheme revenue-neutral for most families. However, despite its economic logic, inflation and rising fuel prices led to public discontent – especially as many citizens were unaware they were receiving rebates.

Carbon taxes face challenges including political resistance, fairness concerns and low public awareness. Their success depends on clear communication and visible reinvestment of revenues into climate or social goals. A 2025 study that surveyed 40,000 people in 20 countries found that support for carbon taxes increases significantly when revenues are used for environmental infrastructure, rather than returned through tax rebates.

By Meilan Yan, associate professor and senior lecturer in financial economics, Loughborough University

Climate resilience

Floods, wildfires, heatwaves and rising seas are pushing our cities, towns and neighbourhoods to their limits. But there’s a powerful idea that’s helping cities fight back: climate resilience.

Resilience refers to the ability of a system, such as a city, a community or even an ecosystem – to anticipate, prepare for, respond to and recover from climate-related shocks and stresses.

Sometimes people say resilience is about bouncing back. But it’s not just about surviving the next storm. It’s about adapting, evolving and thriving in a changing world.

Resilience means building smarter and better. It means designing homes that stay cool during heatwaves. Roads that don’t wash away in floods. Power grids that don’t fail when the weather turns extreme.

It’s also about people. A truly resilient city protects its most vulnerable. It ensures that everyone – regardless of income, age or background – can weather the storm.

And resilience isn’t just reactive. It’s about using science, local knowledge and innovation to reduce a risk before disaster strikes. From restoring wetlands to cool cities and absorb floods, to creating early warning systems for heatwaves, climate resilience is about weaving strength into the very fabric of our cities.

By Paul O’Hare, senior lecturer in geography and development, Manchester Metropolitan University

Climate risk disclosure

Climate risk disclosure refers to how companies report the risks they face from climate change, such as flood damage, supply chain disruptions or regulatory costs. It includes both physical risks (like storms) and transition risks (like changing laws or consumer preferences).

Mandatory disclosures, such as those proposed by the UK and EU, aim to make climate-related risks transparent to investors. Done well, these reports can shape capital flows toward more sustainable business models. Done poorly, they become greenwashing tools.

By Narmin Nahidi, assistant professor in finance at the University of Exeter

Emissions trading scheme

An emissions trading scheme is the primary market-based approach for regulating greenhouse gas emissions in many countries, including Australia, Canada, China and Mexico.

Part of a government’s job is to decide how much of the economy’s carbon emissions it wants to avoid in order to fight climate change. It must put a cap on carbon emissions that economic production is not allowed to surpass. Preferably, the polluters (that’s the manufacturers, fossil fuel companies) should be the ones paying for the cost of climate mitigation.

Regulators could simply tell all the firms how much they are allowed to emit over the next ten years or so. But giving every firm the same allowance across the board is not cost efficient, because avoiding carbon emissions is much harder for some firms (such as steel producers) than others (such as tax consultants). Since governments cannot know each firm’s specific cost profile either, it can’t customise the allowances. Also, monitoring whether polluters actually abide by their assigned limits is extremely costly.

An emissions trading scheme cleverly solves this dilemma using the cap-and-trade mechanism. Instead of assigning each polluter a fixed quota and risking inefficiencies, the government issues a large number of tradable permits – each worth, say, a tonne of CO₂-equivalent (CO₂e) – that sum up to the cap. Firms that can cut greenhouse gas emissions relatively cheaply can then trade their surplus permits to those who find it harder – at a price that makes both better off.

By Mathias Weidinger, environmental economist, University of Oxford

Environmental, social and governance (ESG) investing

ESG investing stands for environmental, social and governance investing. In simple terms, these are a set of standards that investors use to screen a company’s potential investments.

ESG means choosing to invest in companies that are not only profitable but also responsible. Investors use ESG metrics to assess risks (such as climate liability, labour practices) and align portfolios with sustainability goals by looking at how a company affects our planet and treats its people and communities. While there isn’t one single global body governing ESG, various organisations, ratings agencies and governments all contribute to setting and evolving these metrics.

For example, investing in a company committed to renewable energy and fair labour practices might be considered “ESG aligned”. Supporters believe ESG helps identify risks and create long-term value. Critics argue it can be vague or used for greenwashing, where companies appear sustainable without real action. ESG works best when paired with transparency and clear data. A barrier is that standards vary, and it’s not always clear what counts as ESG.

Why do financial companies and institutions care? Issues like climate change and nature loss pose significant risks, affecting company values and the global economy.

Investing with ESG in mind can help manage these risks and unlock opportunities, with ESG assets projected to reach over US$40 trillion (£30 trillion) by 2030.

However, gathering reliable ESG information can be difficult. Companies often self-report, and the data isn’t always standardised or up to date. Researchers – including my team at the University of Oxford – are using geospatial data, like satellite imagery and artificial intelligence, to develop global databases for high-impact industries, across all major sectors and geographies, and independently assess environmental and social risks and impacts.

For instance, we can analyse satellite images of a facility over time to monitor its emissions effect on nature and biodiversity, or assess deforestation linked to a company’s supply chain. This allows us to map supply chains, identify high-impact assets, and detect hidden risks and opportunities in key industries, providing an objective, real-time look at their environmental footprint.

The goal is for this to improve ESG ratings and provide clearer, more consistent insights for investors. This approach could help us overcome current data limitations to build a more sustainable financial future.

By Amani Maalouf, senior researcher in spatial finance, University of Oxford

Financed emissions

Financed emissions are the greenhouse gas emissions linked to a bank’s or investor’s lending and investment portfolio, rather than their own operations. For example, a bank that funds a coal mine or invests in fossil fuels is indirectly responsible for the carbon those activities produce.

Measuring financed emissions helps reveal the real climate impact of financial institutions not just their office energy use. It’s a cornerstone of climate accountability in finance and is becoming essential under net zero pledges.

By Narmin Nahidi, assistant professor in finance at the University of Exeter

Green bonds

Green bonds are loans issued to fund environmentally beneficial projects, such as energy-efficient buildings or clean transportation. Investors choose them to support climate solutions while earning returns.

Green bonds are a major tool to finance the shift to a low-carbon economy by directing finance toward climate solutions. As climate costs rise, green bonds could help close the funding gap while ensuring transparency and accountability.

Green bonds are required to ensure funds are spent as promised. For instance, imagine a city wants to upgrade its public transportation by adding electric buses to reduce pollution. Instead of raising taxes or slashing other budgets, the city can issue green bonds to raise the necessary capital. Investors buy the bonds, the city gets the funding, and the environment benefits from cleaner air and fewer emissions.

The growing participation of government issuers has improved the transparency and reliability of these investments. The green bond market has grown rapidly in recent years. According to the Bank for International Settlements, the green bond market reached US$2.9 trillion (£2.1 trillion) in 2024 – nearly six times larger than in 2018. At the same time, annual issuance (the total value of green bonds issued in a year) hit US$700 billion, highlighting the increasing role of green finance in tackling climate change.

By Dongna Zhang, assistant professor in economics and finance, Northumbria University

Just transition

Just transition is the process of moving to a low-carbon society that is environmentally sustainable and socially inclusive. In a broad sense, a just transition means focusing on creating a more fair and equal society.

Just transition has existed as a concept since the 1970s. It was originally applied to the green energy transition, protecting workers in the fossil fuel industry as we move towards more sustainable alternatives.

These days, it has so many overlapping issues of justice hidden within it, so the concept is hard to define. Even at the level of UN climate negotiations, global leaders struggle to agree on what a just transition means.

The big battle is between developed countries, who want a very restrictive definition around jobs and skills, and developing countries, who are looking for a much more holistic approach that considers wider system change and includes considerations around human rights, Indigenous people and creating an overall fairer global society.

A just transition is essentially about imagining a future where we have moved beyond fossil fuels and society works better for everyone – but that can look very different in a European city compared to a rural setting in south-east Asia.

For example, in a British city it might mean fewer cars and better public transport. In a rural setting, it might mean new ways of growing crops that are more sustainable, and building homes that are heatwave resistant.

By Alix Dietzel, climate justice and climate policy expert, University of Bristol

Loss and damage

A global loss and damage fund was agreed by nations at the UN climate summit (Cop27) in 2022. This means that the rich countries of the world put money into a fund that the least developed countries can then call upon when they have a climate emergency.

The World Bank has agreed to run the loss and damage fund but they are charging significant fees for doing so.

At the moment, the loss and damage fund is made up of relatively small pots of money. Much more will be needed to provide relief to those who need it most now and in the future.

By Mark Maslin, professor of earth system science, UCL

Mitigation v adaptation

Mitigation means cutting greenhouse gas emissions to slow climate change. Adaptation means adjusting to its effects, like building sea walls or growing heat-resistant crops. Both are essential: mitigation tackles the cause, while adaptation tackles the symptoms.

Globally, most funding goes to mitigation, but vulnerable communities often need adaptation support most. Balancing the two is a major challenge in climate policy, especially for developing countries facing immediate climate threats.

By Narmin Nahidi, assistant professor in finance at the University of Exeter

Nationally determined contributions

Nationally determined contributions (NDCs) are at the heart of the Paris agreement, the global effort to collectively combat climate change. NDCs are individual climate action plans created by each country. These targets and strategies outline how a country will reduce its greenhouse gas emissions and adapt to climate change.

Each nation sets its own goals based on its own circumstances and capabilities – there’s no standard NDC. These plans should be updated every five years and countries are encouraged to gradually increase their climate ambitions over time.

The aim is for NDCs to drive real action by guiding policies, attracting investment and inspiring innovation in clean technologies. But current NDCs fall short of the Paris agreement goals and many countries struggle to turn their plans into a reality. NDCs also vary widely in scope and detail so it’s hard to compare efforts across the board. Stronger international collaboration and greater accountability will be crucial.

By Doug Specht, reader in cultural geography and communication, University of Westminster

Natural capital

Fashion depends on water, soil and biodiversity – all natural capital. And forward-thinking designers are now asking: how do we create rather than deplete, how do we restore rather than extract?

Natural capital is the value assigned to the stock of forests, soils, oceans and even minerals such as lithium. It sustains every part of our economy. It’s the bees that pollinate our crops. It’s the wetlands that filter our water and it’s the trees that store carbon and cool our cities.

If we fail to value nature properly, we risk losing it. But if we succeed, we unlock a future that is not only sustainable but also truly regenerative.

My team at the University of Oxford is developing tools to integrate nature into national balance sheets, advising governments on biodiversity, and we’re helping industries from fashion to finance embed nature into their decision making.

By Mette Morsing, professor of business sustainability and director of the Smith School of Enterprise and the Environment, University of Oxford

Net zero

Reaching net zero means reducing the amount of additional greenhouse gas emissions that accumulate in the atmosphere to zero. This concept was popularised by the Paris agreement, a landmark deal that was agreed at the UN climate summit (Cop21) in 2015 to limit the impact of greenhouse gas emissions.

There are some emissions, from farming and aviation for example, that will be very difficult, if not impossible, to reach absolute zero. Hence, the “net”. This allows people, businesses and countries to find ways to suck greenhouse gas emissions out of the atmosphere, effectively cancelling out emissions while trying to reduce them. This can include reforestation, rewilding, direct air capture and carbon capture and storage. The goal is to reach net zero: the point at which no extra greenhouse gases accumulate in Earth’s atmosphere.

By Mark Maslin, professor of earth system science, UCL

For more expert explainer videos, visit The Conversation’s quick climate dictionary playlist here on YouTube.

FCA rule changes will clarify that serious bullying and harassment at any financial institution, including in some instances where it takes place in an individual’s private life, may affect whether they satisfy conduct rules and meet the fit and proper test.

As we previously explained, in 2023 the PRA and FCA each published consultation papers (CP 18/23 and 23/20 respectively) on diversity and inclusion (D&I) in financial services, highlighting the continued regulatory concern in this area. The 2023 consultation papers proposed reforms that included requiring financial services firms to maintain a D&I strategy, mandating that firms set diversity targets, and implementing additional D&I disclosure requirements for large firms. However, in March this year, we reported that the PRA and FCA announced that they were dropping these plans in an effort to boost growth in the UK. 

Another important focus of the 2023 consultations was non-financial misconduct (NFM), a topic that had been on the regulators’ radars for some time as part of a broader focus on culture. The outcome of the NFM aspects of the consultations has been highly anticipated.

The FCA has now published in a policy statement its proposed rules on NFM alongside a consultation on draft guidance to support firms to apply its NFM rules if needed (CP 25/18). The policy statement extends the scope of the FCA’s NFM rules while the consultation sets out amended guidance in relation to NFM for the purposes of the conduct rules and fitness and propriety (F&P) assessments.

Extending existing NFM rules to include non-banks

The FCA Code of Conduct (COCON) sets out conduct rules for staff and provides guidance about those rules to firms whose staff are subject to them. The FCA has statutory powers as an enforcement body for breaches of COCON. 

While NFM can amount to a breach of FCA rules in any firm, under the current rules, NFM will more commonly breach COCON in a bank than in a non-bank. To address this, yesterday’s publication confirms that the FCA is widening the scope of its rules for non-banks to align the approach across all SM&CR firms and bring more instances of NFM into its regulatory remit.

The NFM rule covers unwanted conduct that has the purpose or effect of violating an individual’s dignity or creating an intimidating, hostile, degrading or humiliating or offensive environment for an individual, or conduct that is violent towards an individual. 

The new rule comes into effect on 1 September 2026 and will not apply retrospectively. 

Consultation on additional Handbook guidance

The 2023 proposals included new guidance aimed at integrating NFM within the workplace and, in some circumstances, similarly serious behaviour in an individual’s personal or private life, into: (i) F&P assessments (for individuals performing a Senior Management Function or a certification function); (ii) COCON; and (iii) the suitability guidance on the Threshold Conditions for firms to carry on regulated activities.

Yesterday’s consultation sets out amended proposals for potential new Handbook guidance in COCON and the Fit and Proper test for Employees and Senior Personnel (FIT), which aims to make it easier for SM&CR firms to interpret and consistently apply the conduct rules and to clarify statutory and FCA requirements for F&P. The FCA is seeking views on whether additional guidance is needed at all and, if so, on the form it should take. The FCA will only take the guidance forward if there is clear support for it to do so.

The consultation on draft guidance closes on 10 September 2025.

How has the COCON guidance changed since 2023?

In 2023, the FCA made clear that not every instance of misconduct would amount to a breach. Factors to take into account when deciding whether misconduct was serious enough to amount to a breach included whether the conduct was repeated, the duration of the conduct, and the extent of the impact on the subject. Yesterday’s consultation contains new guidance and additional examples, including examples of scenarios illustrating the boundary between work and private life, material about the factors for determining whether NFM is serious enough to amount to a breach, and examples of reasonable steps for managers.

The boundary between work and private life

For instance, misconduct by a manager in relation to a member of the workforce at a social occasion organised by their firm would be in scope of COCON, but misconduct at a social occasion organised by them in their personal capacity would not. What was unclear in 2023 was what the FCA’s stance would be if misconduct occurred at a social occasion that took place after a firm-organised event. The proposed guidance now states that an occasion organised by the manager may be within the scope of COCON, taking into account that the manager’s direct reports may feel obliged to attend. If the event takes place after a firm event but at a separate location or venue, it may be within scope if it is a continuation of the first event or if the conduct started at the first event and continued in the new venue. Otherwise, COCON is likely to cease to apply because the connection between the event and the activities of the firm has been lost. 

Further guidance is also provided on the use of social media. The FCA suggests that publishing material on a personal social media account is an example of how it is not possible to give a definitive answer to a scenario based on a single element. However, factors to consider include whether the material is directed at a fellow member of the workforce, whether the content of the social media posts is related to work at the firm, and whether the person uses a work-issued device. The fact that the person uploads the posts during working hours or while on the firm’s premises is not a strong factor pointing towards the application of COCON.

Determining whether NFM is ‘serious’

The use of the term ‘serious’ in COCON meant that the NFM had to have a seriously negative effect to amount to a potential rule breach. Following the 2023 consultation, there were concerns over the subjectivity of the term ‘serious’. Yesterday’s consultation confirms that the use of the term ‘serious’ is aimed at ensuring that minor incidents of poor workplace behaviour were not brought unnecessarily into scope of the FCA’s rules. The FCA has provided more guidance on factors for determining seriousness and the need to take an objective view. The FCA also clarifies that not all misconduct for which a firm might reasonably take disciplinary action under its own disciplinary policy will amount to a breach of COCON. The revised guidance makes it clear that seriousness is not the deciding or distinguishing factor in determining whether NFM is a breach of Conduct Rule 1 (acting with integrity) or Rule 2 (acting with due skill, care and diligence). In line with regulatory law, only deliberate or reckless misconduct is considered a breach of Rule 1. This means that in the absence of those factors, NFM is likely to be a breach of Rule 2. 

Reasonable steps for managers

The FCA makes clear in the updated guidance that a manager should try to prevent harassment and other kinds of misconduct and will not be in breach of Conduct Rule 2 if they have acted reasonably. Examples of conduct by a manager that might be a breach include failing to intervene to stop such behaviour where appropriate if the manager knows or should know of it and failing to take seriously or to deal appropriately with complaints of behaviour. The wider context is important here, for example any limits or constraints on a manager’s ability to act if it is the firm’s policy that the HR function deals with allegations of misconduct.

How has the FIT guidance changed since 2023?

FIT sets out factors to which the FCA and firms should have regard when assessing whether an individual is fit and proper to perform their role. 

In 2023, the FCA proposed that serious NFM in work and personal life could be relevant to F&P assessments. The rationale used was: (i) the risk that if conduct occurred at work it could go to F&P; (ii) the conduct may show that the individual lacks moral soundness, rectitude and steady adherence to an ethical code, which in turn raises doubts as to whether they will follow the requirements of the regulatory system; or (iii) conduct that is so disgraceful or morally reprehensible or otherwise sufficiently serious could undermine public confidence in the financial sector. According to the FCA, there was considerable support for its 2023 FIT proposals. However, key concerns included how the FCA would expect firms to deal with NFM in private life, the intersection between work and private life and the language used in the FCA’s draft instrument. 

NFM in private life

In the new draft guidance, the FCA makes it clear that a firm will normally rely on formal findings, such as criminal convictions or the findings of a court, tribunal, regulator, arbitrator, public enquiry or other body, when assessing whether wrongdoing in private life has taken place. The FCA also clarifies that it does not expect firms to monitor their employees’ private lives to identify anything that is relevant to fitness. However, a firm may become aware of information about an individual’s private life that would – if substantiated – call into question their F&P. In these circumstances, the firm should consider what steps it can reasonably take to assess the possible impact, such as asking for an explanation from the member of staff where appropriate.

As above, social media activity may be relevant to F&P for the same reasons as other conduct. The FCA makes clear that, in principle, a person can lawfully express in their private or personal life their views on social media, even if those views are controversial or offensive and even if work colleagues are upset by those views, without calling into question their fitness under FIT. However, if a person’s social media activity in their private life indicates a real risk that the person will breach the requirements and standards of the regulatory system, then such activity will be relevant to their F&P. Examples could include threats of violence or clear involvement in criminal activities.

Subjective language and technical detail

Terms used in 2023 such as ‘moral soundness’ and ‘disgraceful’ have been replaced with more neutral language in yesterday’s publication and the FCA has also included more examples of the types of conduct both inside and outside work or a regulated role that may be relevant to F&P, such as conduct that is dishonest or shows a lack of integrity as well as repeated minor breaches of law. 

Proposals not taken forward 

In 2023, the FCA proposed to extend the guidance on the Suitability Threshold Condition in its COND sourcebook to make it clear that NFM and discriminatory practices in firms are relevant to its assessment of their suitability to undertake regulated activities. It also consulted on updating the guidance around regulatory references in SYSC to make it clear that it might be necessary to provide information on NFM or misconduct outside work to a firm requesting a reference.

Having considered the feedback, the FCA has decided not to proceed with its proposals for COND or SYSC. In relation to SYSC, the FCA’s existing rules on regulatory references require firms to disclose all breaches of the conduct rules for which disciplinary action was taken. Similarly, firms are required to provide any other information they reasonably believe to be relevant to the F&P assessment.

Comment

In 2023, the FCA and PRA set down a clear marker that they considered NFM as misconduct for regulatory purposes and that even conduct that occurs outside of the workplace could be relevant in certain circumstances. That was a significant, albeit not surprising, confirmation of the regulators’ approach. Yesterday’s publication only serves to underline the importance of NFM not just for banks, but for all firms bound by the SM&CR regime. Affected firms should consider taking steps now to ensure compliance ahead of the new rules taking effect next year. 

For more information on the regulators’ approach to NFM and how these changes may affect your firm and its staff, please speak to the authors of this blog post or your usual Freshfields contact.

The landmark tech regulation has come under scrutiny in Brussels as part of an effort by European Union officials to cut red tape to boost its economy. The AI Act in particular has faced intense lobbying pressure from American tech giants in past months.

European Commission tech chief Henna Virkkunen told POLITICO this week she would make a call on whether to pause the implementation by end August if standards and guidelines to implement the law are not ready in time.

The chief officials lamented that “unclear, overlapping and increasingly complex EU regulations” is disrupting their abilities to do business in Europe. A pause would signal that the EU is serious about simplification and competitiveness to innovators and investors, they added.

The pause should apply both to provisions on general-purpose AI that take affect on August 2, as well as systems classified as high-risk, that have to apply the rules in August 2026, the letter said.

Toronto, July 3, 2025 – Deloitte Canada is pleased to announce the acquisition of Allevar, a Toronto-based financial services technology & data enablement firm, offering expertise in key risk & compliance areas such as Fraud Management, Anti-Money Laundering (AML), Payment systems, and Know Your Customer (KYC).

“The acquisition of Allevar represents a strategic expansion of our capabilities in regulatory compliance and technology solutions for industries including financial services, and others preparing for the growth opportunities in the digital and AI age” says Anthony Viel, Chief Executive Officer, Deloitte Canada and Chile. “By integrating Allevar’s expertise, particularly in, Anti-Money Laundering, Fraud, Payments, and KYC we are poised to offer unparalleled value to our clients by ensuring they remain on their growth trajectory enabled by a solid foundation of regulatory compliance and operational efficiency.”

Allevar’s team brings extensive experience in technology and data driven solutions for managing risks related to Financial Crime, Fraud, AML, Know Your Customer, and Payments. These capabilities are strategically important for Canadian banks and Financial Services industry at large for protecting the public and consumers against bad actors, meeting regulatory expectations, and enabling growth.

Allevar’s growth has been driven by robust relationships with key executives and a commitment to meeting the increasing demands of banking, finance, and insurance sectors in Canada. Along with the Allevar’s team, the company’s C-suite executives Dan Wood, Dave Whyte and Maureen Binder Kotopski will be joining Deloitte Canada’s Regulatory & Risk practice.

“We are thrilled to announce that Allevar is joining forces with Deloitte Canada, marking a significant milestone in our growth journey,” says Dan Wood, CEO of Allevar. “This strategic decision is made with a focus on our people, clients, and the future, aligning with our core values and vision. By partnering with Deloitte, we are poised to enhance our capabilities and continue delivering exceptional service.”

This acquisition underscores Deloitte’s commitment to delivering industry-leading solutions and insights, reinforcing its position as a leader in the financial services technology and compliance landscape.

The integration of Allevar into Deloitte’s Strategy, Risk & Transactions (SR&T) business, specifically within Regulatory and Risk, will significantly enhance Deloitte’s ability to deliver comprehensive financial crime, AML & compliance solutions.